N-CSR 1 d518705dncsr.htm MET SERIES FUND FORM N-CSR Met Series Fund Form N-CSR

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-3618

 

 

METROPOLITAN SERIES FUND

(Exact name of registrant as specified in charter)

 

 

One Financial Center

Boston, MA 02111

(Address of principal executive offices)(Zip code)

 

(Name and Address of Agent for Service)    Copy to:

Michael P. Lawlor

c/o MetLife Advisers, LLC

One Financial Center

Boston, MA 02111

  

Brian McCabe, Esq.

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston MA, 02199

 

 

Registrant’s telephone number, including area code: 617-578-2000

Date of fiscal year end: December 31

Date of reporting period: January 1, 2016 through December 31, 2016

 

 

 


Item 1: Report to Shareholders.

The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (the “Act”):

 

2


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Managed by Baillie Gifford Overseas Limited

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, and E shares of the Baillie Gifford International Stock Portfolio returned 5.38%, 5.05%, and 5.24%, respectively. The Portfolio’s benchmark, the MSCI All Country World ex-U.S. Index1, returned 4.50%.

MARKET ENVIRONMENT / CONDITIONS

International equity markets were in positive territory over 2016 but were surpassed by North American markets, notably Canada which narrowly outstripped the U.S. to be the strongest of the larger equity markets over 2016. Emerging Markets were particularly strong though country returns were mixed. Stronger markets included those of Latin America, for example Brazil, which rebounded significantly over the year. The Russian market also fared better as commodity markets recovered and steps to lower oil production were agreed upon. The negative Emerging Markets over the year included Mexico, Turkey, and China’s Shanghai composite. Mexico finds itself in the unenviable position of being the main target of President-Elect Trump’s intentions to reduce the extent of off-shoring. News of his election weakened the peso considerably relative to an already strong U.S. dollar. In Turkey, political turmoil is making investors cautious. The Erdogan regime continues to exert pressure on its opposition, is embroiled in the Syrian War, and the country has fallen prey to several vicious terror attacks.

China is a significant market for the Portfolio. The weak Chinese market largely reflects concerns about the strength of that economy, most notably its financial system where signs of stress have been apparent. To some extent, this pattern reflects the normal maturation of a growing economy but the continuing transition to a freer capital market will not be painless (the Renminbi joined the International Monetary Fund’s Special Drawing Rights regime during the year) and questionable lending practices abound. The stocks that the Portfolio holds in China are largely focused on technology and individual consumption with none under significant state control or directly exposed to the Financials sector.

Developed markets beyond North America were weaker (though mainly positive) than those of the Emerging regions, though it is perhaps surprising that the main U.K. reference index, the Financial Times Stock Exchange 100 (the “FTSE 100”), was not weaker, given the vote to leave the European Union (“Brexit”). The worst performing market was Italy where a collapsing bank and a failed referendum to amend the constitution weighed on sentiment. European growth remains muted overall and Italy, along with the other ‘periphery’ countries, is struggling to generate growth and jobs. With regard to the U.K. Brexit vote, the most significant effect to date has been on the value of sterling which has depreciated significantly relative to the U.S. dollar. As the U.K. market is significantly exposed to overseas earnings and within that, dollar earners, the strength of the FTSE 100 in the wake of the vote cannot be interpreted as unalloyed market approval of the vote outcome, which was unexpected. Leaving the European Union is not a quick divorce and the terms that the U.K. will leave on, particularly with regard to remaining a member of the unified trade zone, the European Single Market, remain unknown.

PORTFOLIO REVIEW / PERIOD END POSITIONING

The Portfolio is constructed by means of selecting individual stocks rather than making decisions based on economic factors and the results of that stock selection dominated returns through the year, with asset allocation and currency impacts a residual effect. The Portfolio outperformed its benchmark index over the year, perhaps a pleasant surprise given that the backdrop included such unexpected (at least according to bookmakers and pollsters) events as the U.K. Brexit vote and a Trump victory in the U.S. election.

Expectations, politics and markets rarely marry to produce the ‘predictable’ outcome and the extent to which markets rallied strongly in the immediate wake of Donald Trump’s election was a surprise which extended beyond the U.S to an extent. In anticipation of U.S. fiscal stimulus and less harsh regulation, the rally favored cyclical and financial stocks, a ‘value’ rally, and it is worth bearing in mind that the Portfolio favors growth stocks and will tend to underperform such rallies. Consequently, the last quarter of 2016 was particularly challenging for the Portfolio’s performance, though the overall result for the year outperformed the benchmark.

Emerging market stock selection was the standout regional contributor, with U.K. and European stock selection also contributing strongly. Whilst stock selection within Developed Asia detracted from performance, there were no individual stocks in the region that detracted significantly. At the sector level, Technology Hardware & Equipment and Semiconductors dominated the positive stock contributors, with Energy and Materials reducing the positive outperformance number. It is worth noting that the Energy and Materials stock selection contribution was minimal, but the oil price doubling between the middle of February and year end, from a $26 low to finish above $53, had an ‘allocation’ impact on performance, given the Portfolio’s underweight position to Energy. As bottom up stockpickers, we invest in stocks on their specific merits and this can lead us to have significant under-and over-weights relative to the benchmark which periodically have a significant effect on performance. Over the long run, we anticipate that returns from stock picking will outweigh these factors. Indeed, the small negative allocation impact of being underweight in the largely cyclical Materials sector was outweighed by mining company Rio Tinto (U.K.), being one of the top stock contributors over the year.

The largest individual stock contribution came from ARM Holdings (U.K.), which was sold during the period. ARM Holdings contributed significantly to performance following a successful bid by Softbank (Japan) to acquire the company. Whilst helpful to 2016 performance, and on the face of it a healthy premium, we voted against the bid offer. ARM, bought in 2012, was a relatively new holding given our investment time horizon (many stocks in the Portfolio have been held for over a decade) and we were disappointed

 

MSF-1


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Managed by Baillie Gifford Overseas Limited

Portfolio Manager Commentary*—(Continued)

 

that the premium for the deal did not seem to fully reflect our longer term expectations for the company’s growth. The proceeds of the bid were re-invested in Square Enix (Japan), a gaming company, and Ctrip.com International (China), the dominant Chinese online travel agent. TSMC (Taiwan) and Samsung Electronics (South Korea) also contributed strongly to performance. Both are long term holdings and at period end remained significant positions within the Portfolio.

Despite U.K. stock selection being an overall contributor, one holding that did detract from performance was Capita plc (U.K). Capita has been a Portfolio holding since inception and has contributed strongly in the past. We have kept up regular meetings with management to understand the challenges currently troubling the business, and we are aware that turning the ship around may take some time. As of year-end, the bottom up fundamentals pointed us to continue holding the stock.

A number of new holdings were added to the Portfolio during the course of 2016. These included Just Eat (U.K.), an online food ordering platform, AIA (Hong Kong), a major Asian diversified insurance company and Pandora (Denmark), a branded jewellery retailer. These new holdings were funded by sales made for fundamental reasons such as that of Treasury Wine Estates (Australia), a wine producer, and Embraer (Brazil), the short range jet manufacturer, but also by the proceeds of sales made due to acquisition activity such as oil and gas company BG Group (U.K.) and technology company ARM Holdings.

The regional, sector, and industry positioning of the Portfolio are the product of the stock decisions made by the Portfolio managers rather than expressed views on international markets. At period end, the Portfolio was relatively balanced at a regional level in comparison to the Index, with an underweight to Japan being the most marked position at the close of the year in country terms, though the overweight to the U.K. did decrease over the year, largely thanks to the effects of holdings falling prey to acquisition.

In sector terms, deviations from the benchmark are more marked but did not change significantly over the year. As at the start of 2016, at year end the Portfolio remained underweight in Health Care, Financials, Telecommunication Services, and Energy. However, the degree of underweight to the Energy sector expanded following the acquisition of holding BG Group by Shell (U.K.). At year end, Energy remained the most underweight sector for the Portfolio. The most significant overweights were the Industrials, Information Technology, and Consumer Discretionary sectors.

At period end, in industry terms, the most significant overweights for the Portfolio relative to the benchmark were in Internet, Software & Services, Machinery, and Capital Markets while we retained a significant underweight in Oil, Gas & Consumable Fuels, Banks, and Pharmaceuticals.

Angus Franklin

Jonathan Bates

Gerald Smith

Portfolio Managers

Baillie Gifford Overseas Limited

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-2


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE MSCI ALL COUNTRY WORLD EX-U.S. INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
Baillie Gifford International Stock Portfolio                 

Class A

       5.38           6.69           -1.11   

Class B

       5.05           6.42           -1.36   

Class E

       5.24           6.54           -1.25   
MSCI All Country World ex-U.S. Index        4.50           5.00           0.96   

1 The MSCI All Country World ex-U.S. Index is an unmanaged free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets, excluding the U.S. The Index returns shown above were calculated with net dividends: they reflect the reinvestment of dividends after the deduction of the maximum possible withholding taxes.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 

Taiwan Semiconductor Manufacturing Co., Ltd.

     4.2   

Samsung Electronics Co., Ltd.

     3.7   

Naspers, Ltd.- N Shares

     2.9   

Nestle S.A.

     2.6   

Ryanair Holdings plc(ADR)

     2.3   

Svenska Handelsbanken AB- A Shares

     2.1   

Atlas Copco AB- B Shares

     2.1   

Japan Exchange Group, Inc.

     2.0   

MercadoLibre, Inc.

     1.9   

Industria de Diseno Textil S.A.

     1.8   

Top Countries

 

     % of
Net Assets
 

Japan

     13.6   

United Kingdom

     13.4   

Ireland

     6.8   

Germany

     5.7   

Switzerland

     5.1   

Taiwan

     5.1   

Sweden

     4.9   

Canada

     4.8   

South Korea

     4.8   

Denmark

     3.7   

 

MSF-3


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

Baillie Gifford International Stock Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.72    $ 1,000.00         $ 1,051.20         $ 3.71   
   Hypothetical*      0.72    $ 1,000.00         $ 1,021.52         $ 3.66   

Class B(a)

   Actual      0.97    $ 1,000.00         $ 1,049.80         $ 5.00   
   Hypothetical*      0.97    $ 1,000.00         $ 1,020.26         $ 4.93   

Class E(a)

   Actual      0.87    $ 1,000.00         $ 1,050.60         $ 4.48   
   Hypothetical*      0.87    $ 1,000.00         $ 1,020.76         $ 4.42   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 5 of the Notes to Financial Statements.

 

MSF-4


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—98.4% of Net Assets

 

Security Description   Shares     Value  
Argentina—1.9%  

MercadoLibre, Inc.

    198,915     $ 31,058,588  
   

 

 

 
Australia—2.5%  

Brambles, Ltd.

    2,033,222       18,136,625  

Cochlear, Ltd.

    202,136       17,844,318  

Seek, Ltd.

    530,960       5,685,816  
   

 

 

 
      41,666,759  
   

 

 

 
Brazil—0.8%  

Itau Unibanco Holding S.A. (ADR)

    1,354,813       13,927,478  
   

 

 

 
Canada—4.8%  

Constellation Software, Inc.

    48,139       21,875,073  

Fairfax Financial Holdings, Ltd.

    58,827       28,413,443  

Restaurant Brands International, Inc.

    336,536       16,029,105  

Ritchie Bros. Auctioneers, Inc.

    399,424       13,580,416  
   

 

 

 
      79,898,037  
   

 

 

 
China—3.2%  

Alibaba Group Holding, Ltd. (ADR) (a)

    167,401       14,699,482  

Baidu, Inc. (ADR) (a)

    138,005       22,689,402  

Ctrip.com International, Ltd. (ADR) (a)

    376,514       15,060,560  
   

 

 

 
      52,449,444  
   

 

 

 
Denmark—3.7%  

DSV A/S

    435,546       19,376,786  

Novo Nordisk A/S - Class B

    509,394       18,297,177  

Novozymes A/S - B Shares

    380,479       13,094,771  

Pandora A/S

    78,842       10,297,716  
   

 

 

 
      61,066,450  
   

 

 

 
Finland—2.1%  

Kone Oyj - Class B

    410,585       18,394,443  

Sampo Oyj - A Shares

    345,104       15,432,102  
   

 

 

 
      33,826,545  
   

 

 

 
France—3.1%  

Bureau Veritas S.A.

    338,709       6,562,530  

Edenred S.A.

    481,370       9,539,660  

Essilor International S.A.

    132,777       15,000,528  

Legrand S.A.

    354,259       20,062,512  
   

 

 

 
      51,165,230  
   

 

 

 
Germany—5.7%  

Brenntag AG

    266,377       14,761,010  

Continental AG

    72,769       14,165,532  

Deutsche Boerse AG (a)

    338,807       27,601,984  

MTU Aero Engines AG

    112,440       12,972,251  

SAP SE

    285,601       24,960,140  
   

 

 

 
      94,460,917  
   

 

 

 
Hong Kong—3.5%  

AIA Group, Ltd.

    2,498,800       13,983,947  

Hang Seng Bank, Ltd.

    1,024,300       18,984,037  
Hong Kong—(Continued)  

Hong Kong Exchanges and Clearing, Ltd.

    1,058,800     24,915,611  
   

 

 

 
      57,883,595  
   

 

 

 
Ireland—6.8%  

CRH plc

    757,157       26,294,989  

Experian plc

    1,232,795       23,862,214  

James Hardie Industries plc

    1,487,219       23,548,735  

Ryanair Holdings plc (ADR) (a)

    457,846       38,120,258  
   

 

 

 
      111,826,196  
   

 

 

 
Japan—13.6%  

Denso Corp.

    461,300       19,927,664  

FANUC Corp.

    96,200       16,267,483  

Japan Exchange Group, Inc.

    2,328,000       33,344,523  

MS&AD Insurance Group Holdings, Inc.

    584,400       18,055,957  

Nidec Corp.

    214,700       18,464,210  

Rakuten, Inc.

    1,990,100       19,474,193  

Shimano, Inc.

    140,100       21,928,885  

SMC Corp.

    86,300       20,536,895  

Square Enix Holdings Co., Ltd.

    521,800       13,373,390  

Sumitomo Mitsui Trust Holdings, Inc.

    625,400       22,220,574  

Toyota Tsusho Corp.

    816,100       21,205,004  
   

 

 

 
      224,798,778  
   

 

 

 
Netherlands—1.4%  

Heineken Holding NV

    334,621       23,268,241  
   

 

 

 
Panama—1.1%  

Copa Holdings S.A. - Class A

    194,557       17,671,612  
   

 

 

 
Peru—0.9%  

Credicorp, Ltd.

    88,859       14,027,282  
   

 

 

 
Russia—2.1%  

Magnit PJSC (GDR)

    463,363       20,418,382  

Yandex NV - Class A (a)

    730,656       14,708,105  
   

 

 

 
      35,126,487  
   

 

 

 
Singapore—1.4%  

United Overseas Bank, Ltd.

    1,654,257       23,215,539  
   

 

 

 
South Africa—2.9%  

Naspers, Ltd. - N Shares

    332,641       48,467,528  
   

 

 

 
South Korea—4.8%  

NAVER Corp.

    27,276       17,469,521  

Samsung Electronics Co., Ltd.

    41,809       61,775,220  
   

 

 

 
      79,244,741  
   

 

 

 
Spain—2.9%  

Bankinter S.A.

    2,306,268       17,861,071  

Industria de Diseno Textil S.A.

    877,705       29,952,126  
   

 

 

 
      47,813,197  
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares/
Principal
Amount*
    Value  
Sweden—4.9%  

Atlas Copco AB - B Shares

    1,257,795     $ 34,234,009  

Svenska Handelsbanken AB - A Shares

    2,551,159       35,446,294  

Volvo AB - B Shares

    1,007,379       11,738,139  
   

 

 

 
      81,418,442  
   

 

 

 
Switzerland—5.1%  

Cie Financiere Richemont S.A.

    252,632       16,727,224  

LafargeHolcim, Ltd. (a)

    288,841       15,130,934  

Nestle S.A.

    598,166       42,904,108  

SGS S.A.

    4,872       9,893,939  
   

 

 

 
      84,656,205  
   

 

 

 
Taiwan—5.1%  

Hon Hai Precision Industry Co., Ltd.

    5,782,584       14,979,776  

Taiwan Semiconductor Manufacturing Co., Ltd.

    12,402,000       69,451,662  
   

 

 

 
      84,431,438  
   

 

 

 
United Kingdom—13.4%  

ASOS plc (a)

    193,858       11,798,621  

British American Tobacco plc

    365,935       20,777,390  

Burberry Group plc

    607,159       11,191,567  

Capita plc

    1,638,453       10,726,704  

Hargreaves Lansdown plc

    888,687       13,265,740  

Howden Joinery Group plc

    2,255,033       10,610,887  

Just Eat plc (a)

    1,745,179       12,536,170  

Prudential plc

    1,187,170       23,679,468  

Rio Tinto plc

    748,060       28,486,594  

Rolls-Royce Holdings plc (a)

    897,310       7,379,345  

St. James’s Place plc

    1,197,638       14,896,626  

Tullow Oil plc (a) (b)

    2,138,589       8,196,545  

Unilever NV

    539,183       22,160,209  

Wolseley plc

    410,652       25,088,453  
   

 

 

 
      220,794,319  
   

 

 

 
United States—0.7%  

Pricesmart, Inc.

    147,487       12,315,164  
   

 

 

 

Total Common Stocks
(Cost $1,396,670,572)

      1,626,478,212  
   

 

 

 
Short-Term Investment—1.5%  
Repurchase Agreement—1.5%  

Fixed Income Clearing Corp. Repurchase Agreement dated 12/30/16 at 0.030% to be repurchased at $24,165,160 on 01/03/17, collateralized by $24,755,000 U.S. Treasury Note at 1.625% due 11/30/20 with a value of $24,652,762.

    24,165,080       24,165,080  
   

 

 

 

Total Short-Term Investments
(Cost $24,165,080)

      24,165,080  
   

 

 

 
Securities Lending Reinvestments (c)—0.4%  
Security Description  

Principal
Amount*

    Value  
Repurchase Agreements—0.4%  

Citigroup Global Markets, Ltd.
Repurchase Agreement dated 12/29/16 at 0.710% to be repurchased at $700,069 on 01/03/17, collateralized by $706,116 U.S. Treasury and Foreign Obligations with rates ranging from 1.750% - 2.750%, maturity dates ranging from 10/15/19 - 11/15/23, with a value of $714,000.

    700,000     700,000  

Deutsche Bank AG, London
Repurchase Agreement dated 12/30/16 at 0.950% to be repurchased at $400,042 on 01/03/17, collateralized by $408,360 Foreign Obligations with rates ranging from 1.750% - 2.500%, maturity dates ranging from 09/05/19 - 11/20/24, with a value of $408,002.

    400,000       400,000  

Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $650,251 on 01/03/17, collateralized by various Common Stock with a value of $722,511.

    650,000       650,000  

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $414,121 on 01/03/17, collateralized by $2,131,040 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $422,382.

    414,100       414,100  

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/27/16 at 0.580% to be repurchased at $800,090 on 01/03/17, collateralized by $791,484 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $816,413.

    800,000       800,000  

Repurchase Agreement dated 12/15/16 at 0.600% to be repurchased at $600,220 on 01/06/17, collateralized by $593,613 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $612,310.

    600,000       600,000  

Natixis
Repurchase Agreement dated 12/30/16 at 0.600% to be repurchased at $1,200,080 on 01/03/17, collateralized by $2,154,917 U.S. Government Agency and Treasury Obligations with rates ranging from 0.996% - 7.000%, maturity dates ranging from 01/15/20 - 12/01/46, with a value of $1,224,082.

    1,200,000       1,200,000  

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (c)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Repurchase Agreements—(Continued)  

Pershing LLC
Repurchase Agreement dated 12/30/16 at 0.680% to be repurchased at $1,400,106 on 01/03/17, collateralized by $2,054,310 U.S. Government Agency Obligations with rates ranging from 0.625% - 11.018%, maturity dates ranging from 01/17/17 - 08/20/66, with a value of $1,428,000.

    1,400,000      $ 1,400,000   

Societe Generale New York
Repurchase Agreement dated 12/30/16 at 0.500% to be repurchased at $712,840 on 01/03/17, collateralized by $661,435 U.S. Treasury Obligations with rates ranging from 0.000% - 3.500%, maturity dates ranging from 01/15/17 - 02/15/39, with a value of $727,056.

    712,800        712,800   
   

 

 

 
      6,876,900   
   

 

 

 

Total Securities Lending Reinvestments
(Cost $6,876,900)

      6,876,900   
   

 

 

 

Total Investments—100.3%
(Cost $1,427,712,552) (d)

      1,657,520,192   

Other assets and liabilities (net)—(0.3)%

      (5,191,306
   

 

 

 
Net Assets—100.0%     $ 1,652,328,886   
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) Non-income producing security.
(b) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $6,507,904 and the collateral received consisted of cash in the amount of $6,876,900. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(c) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(d) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $1,429,291,164. The aggregate unrealized appreciation and depreciation of investments were $331,573,563 and $(103,344,535), respectively, resulting in net unrealized appreciation of $228,229,028 for federal income tax purposes.
(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.
(GDR)— A Global Depositary Receipt is a negotiable certificate issued by one country’s bank against a certain number of shares of a company’s stock held in its custody but traded on the stock exchange of another country.

 

Ten Largest Industries as of
December 31, 2016 (Unaudited)

  

% of
Net Assets

 

Banks

     8.8   

Insurance

     6.9   

Internet Software & Services

     6.9   

Machinery

     6.1   

Capital Markets

     6.0   

Trading Companies & Distributors

     4.3   

Semiconductors & Semiconductor Equipment

     4.2   

Construction Materials

     3.9   

Technology Hardware, Storage & Peripherals

     3.8   

Software

     3.7   

 

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Schedule of Investments as of December 31, 2016

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2     Level 3      Total  
Common Stocks   

Argentina

   $ 31,058,588       $ —        $ —         $ 31,058,588   

Australia

     —           41,666,759        —           41,666,759   

Brazil

     13,927,478         —          —           13,927,478   

Canada

     79,898,037         —          —           79,898,037   

China

     52,449,444         —          —           52,449,444   

Denmark

     —           61,066,450        —           61,066,450   

Finland

     —           33,826,545        —           33,826,545   

France

     —           51,165,230        —           51,165,230   

Germany

     —           94,460,917        —           94,460,917   

Hong Kong

     —           57,883,595        —           57,883,595   

Ireland

     38,120,258         73,705,938        —           111,826,196   

Japan

     —           224,798,778        —           224,798,778   

Netherlands

     —           23,268,241        —           23,268,241   

Panama

     17,671,612         —          —           17,671,612   

Peru

     14,027,282         —          —           14,027,282   

Russia

     14,708,105         20,418,382        —           35,126,487   

Singapore

     —           23,215,539        —           23,215,539   

South Africa

     —           48,467,528        —           48,467,528   

South Korea

     —           79,244,741        —           79,244,741   

Spain

     —           47,813,197        —           47,813,197   

Sweden

     —           81,418,442        —           81,418,442   

Switzerland

     —           84,656,205        —           84,656,205   

Taiwan

     —           84,431,438        —           84,431,438   

United Kingdom

     —           220,794,319        —           220,794,319   

United States

     12,315,164         —          —           12,315,164   

Total Common Stocks

     274,175,968         1,352,302,244        —           1,626,478,212   

Total Short-Term Investment*

     —           24,165,080        —           24,165,080   

Total Securities Lending Reinvestments*

     —           6,876,900        —           6,876,900   

Total Investments

   $ 274,175,968       $ 1,383,344,224      $ —         $ 1,657,520,192   
                                    

Collateral for Securities Loaned (Liability)

   $ —         $ (6,876,900   $ —         $ (6,876,900

 

* See Schedule of Investments for additional detailed categorizations.

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

  

Investments at value (a) (b)

   $ 1,657,520,192   

Cash denominated in foreign currencies (c)

     36   

Receivable for:

  

Investments sold

     50,869   

Fund shares sold

     839,013   

Dividends and interest

     2,491,594   

Prepaid expenses

     4,810   
  

 

 

 

Total Assets

     1,660,906,514   

Liabilities

  

Collateral for securities loaned

     6,876,900   

Payables for:

  

Fund shares redeemed

     65,912   

Accrued Expenses:

  

Management fees

     950,108   

Distribution and service fees

     69,713   

Deferred trustees’ fees

     122,614   

Other expenses

     492,381   
  

 

 

 

Total Liabilities

     8,577,628   
  

 

 

 

Net Assets

   $ 1,652,328,886   
  

 

 

 

Net Assets Consist of:

  

Paid in surplus

   $ 1,572,565,892   

Undistributed net investment income

     21,001,178   

Accumulated net realized loss

     (170,910,886

Unrealized appreciation on investments and foreign currency transactions

     229,672,702   
  

 

 

 

Net Assets

   $ 1,652,328,886   
  

 

 

 

Net Assets

  

Class A

   $ 1,315,171,709   

Class B

     318,598,927   

Class E

     18,558,250   

Capital Shares Outstanding*

  

Class A

     130,705,413   

Class B

     32,165,920   

Class E

     1,863,355   

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 10.06   

Class B

     9.90   

Class E

     9.96   

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $1,427,712,552.
(b) Includes securities loaned at value of $6,507,904.
(c) Identified cost of cash denominated in foreign currencies was $37.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

  

Dividends (a)

   $ 35,635,271   

Interest

     4,429   

Securities lending income

     942,783   

Other income (b)

     864,354   
  

 

 

 

Total investment income

     37,446,837   

Expenses

  

Management fees

     13,431,329   

Administration fees

     54,827   

Custodian and accounting fees

     459,218   

Distribution and service fees—Class B

     817,136   

Distribution and service fees—Class E

     28,437   

Audit and tax services

     52,117   

Legal

     33,031   

Trustees’ fees and expenses

     45,247   

Shareholder reporting

     99,917   

Insurance

     11,933   

Miscellaneous

     114,115   
  

 

 

 

Total expenses

     15,147,307   

Less management fee waiver

     (2,031,266

Less broker commission recapture

     (10,727
  

 

 

 

Net expenses

     13,105,314   
  

 

 

 

Net Investment Income

     24,341,523   
  

 

 

 

Net Realized and Unrealized Gain

  

Net realized gain (loss) on:   

Investments

     23,623,869   

Foreign currency transactions

     (3,116,374
  

 

 

 

Net realized gain

     20,507,495   
  

 

 

 
Net change in unrealized appreciation (depreciation) on:   

Investments

     49,737,075   

Foreign currency transactions

     (49,686
  

 

 

 

Net change in unrealized appreciation

     49,687,389   
  

 

 

 

Net realized and unrealized gain

     70,194,884   
  

 

 

 

Net Increase in Net Assets From Operations

   $ 94,536,407   
  

 

 

 

 

(a) Net of foreign withholding taxes of $3,998,890.
(b) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

    

From Operations

    

Net investment income

   $ 24,341,523      $ 27,899,598   

Net realized gain

     20,507,495        24,113,055   

Net change in unrealized appreciation (depreciation)

     49,687,389        (76,932,510
  

 

 

   

 

 

 

Increase (decrease) in net assets from operations

     94,536,407        (24,919,857
  

 

 

   

 

 

 

From Distributions to Shareholders

    

Net investment income

    

Class A

     (22,026,648     (24,534,596

Class B

     (4,502,541     (5,302,305

Class E

     (277,159     (338,291
  

 

 

   

 

 

 

Total distributions

     (26,806,348     (30,175,192
  

 

 

   

 

 

 

Decrease in net assets from capital share transactions

     (132,969,753     (127,460,178
  

 

 

   

 

 

 

Total decrease in net assets

     (65,239,694     (182,555,227

Net Assets

    

Beginning of period

     1,717,568,580        1,900,123,807   
  

 

 

   

 

 

 

End of period

   $ 1,652,328,886      $ 1,717,568,580   
  

 

 

   

 

 

 

Undistributed net investment income

    

End of period

   $ 21,001,178      $ 26,447,410   
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

        

Sales

     1,776,846      $ 16,348,957        1,684,311      $ 16,946,244   

Reinvestments

     2,355,791        22,026,648        2,308,052        24,534,596   

Redemptions

     (13,671,793     (139,027,979     (11,712,040     (125,786,552
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (9,539,156   $ (100,652,374     (7,719,677   $ (84,305,712
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

        

Sales

     1,567,775      $ 14,649,867        1,943,249      $ 19,197,690   

Reinvestments

     488,345        4,502,541        505,945        5,302,305   

Redemptions

     (5,044,780     (49,581,962     (6,369,573     (65,246,092
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (2,988,660   $ (30,429,554     (3,920,379   $ (40,746,097
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

        

Sales

     65,039      $ 640,436        93,807      $ 933,987   

Reinvestments

     29,899        277,159        32,126        338,291   

Redemptions

     (287,283     (2,805,420     (359,665     (3,680,647
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (192,345   $ (1,887,825     (233,732   $ (2,408,369
  

 

 

   

 

 

   

 

 

   

 

 

 

Decrease derived from capital shares transactions

     $ (132,969,753     $ (127,460,178
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Financial Highlights

 

Selected per share data       
     Class A  
     Year Ended December 31,  
     2016     2015     2014     2013     2012  

Net Asset Value, Beginning of Period

   $ 9.71      $ 10.07      $ 10.54      $ 9.28      $ 7.87   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Investment Operations

          

Net investment income (a)

     0.15  (b)      0.16        0.16        0.16        0.16   

Net realized and unrealized gain (loss) on investments

     0.36        (0.34     (0.48     1.26        1.37   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     0.51        (0.18     (0.32     1.42        1.53   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions

          

Distributions from net investment income

     (0.16     (0.18     (0.15     (0.16     (0.12
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (0.16     (0.18     (0.15     (0.16     (0.12
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 10.06      $ 9.71      $ 10.07      $ 10.54      $ 9.28   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (%) (c)

     5.38        (1.97     (3.10     15.54        19.52   

Ratios/Supplemental Data

          

Gross ratio of expenses to average net assets (%)

     0.85        0.87        0.87        0.87        0.91   

Net ratio of expenses to average net assets (%) (d)

     0.73        0.74        0.75        0.77        0.81   

Ratio of net investment income to average net assets (%)

     1.49  (b)      1.56        1.58        1.70        1.83   

Portfolio turnover rate (%)

     11        12        8        19        62   

Net assets, end of period (in millions)

   $ 1,315.2      $ 1,361.8      $ 1,490.0      $ 1,680.7      $ 1,476.3   
     Class B  
     Year Ended December 31,  
     2016     2015     2014     2013     2012  

Net Asset Value, Beginning of Period

   $ 9.56      $ 9.91      $ 10.38      $ 9.15      $ 7.75   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Investment Operations

          

Net investment income (a)

     0.12  (b)      0.13        0.14        0.13  (e)      0.14   

Net realized and unrealized gain (loss) on investments

     0.35        (0.33     (0.48     1.23        1.35   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     0.47        (0.20     (0.34     1.36        1.49   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions

          

Distributions from net investment income

     (0.13     (0.15     (0.13     (0.13     (0.09
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (0.13     (0.15     (0.13     (0.13     (0.09
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 9.90      $ 9.56      $ 9.91      $ 10.38      $ 9.15   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (%) (c)

     5.05        (2.17     (3.34     15.14        19.37   

Ratios/Supplemental Data

          

Gross ratio of expenses to average net assets (%)

     1.10        1.12        1.12        1.13        1.16   

Net ratio of expenses to average net assets (%) (d)

     0.98        0.99        1.00        1.03        1.06   

Ratio of net investment income to average net assets (%)

     1.25  (b)      1.31        1.32        1.34  (e)      1.68   

Portfolio turnover rate (%)

     11        12        8        19        62   

Net assets, end of period (in millions)

   $ 318.6      $ 336.0      $ 387.3      $ 434.8      $ 97.8   

Please see following page for Financial Highlights footnote legend.

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Financial Highlights

 

Selected per share data       
     Class E  
     Year Ended December 31,  
     2016     2015     2014     2013     2012  

Net Asset Value, Beginning of Period

   $ 9.61      $ 9.97      $ 10.43      $ 9.19      $ 7.79   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Investment Operations

          

Net investment income (a)

     0.13  (b)      0.14        0.15        0.15        0.15   

Net realized and unrealized gain (loss) on investments

     0.36        (0.34     (0.48     1.23        1.35   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     0.49        (0.20     (0.33     1.38        1.50   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions

          

Distributions from net investment income

     (0.14     (0.16     (0.13     (0.14     (0.10
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (0.14     (0.16     (0.13     (0.14     (0.10
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 9.96      $ 9.61      $ 9.97      $ 10.43      $ 9.19   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (%) (c)

     5.24        (2.15     (3.19     15.30        19.39   

Ratios/Supplemental Data

          

Gross ratio of expenses to average net assets (%)

     1.00        1.02        1.02        1.02        1.06   

Net ratio of expenses to average net assets (%) (d)

     0.88        0.89        0.90        0.92        0.96   

Ratio of net investment income to average net assets (%)

     1.34  (b)      1.42        1.43        1.56        1.79   

Portfolio turnover rate (%)

     11        12        8        19        62   

Net assets, end of period (in millions)

   $ 18.6      $ 19.8      $ 22.8      $ 26.8      $ 26.9   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Net investment income per share and the ratio of net investment income to average net assets include a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which amounted to less than $0.01 per share and 0.05% of average net assets, respectively.
(c) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(d) Includes the effects of management fee waivers (see Note 5 of the Notes to Financial Statements).
(e) Net investment income per share and the ratio of net investment income to average net assets for Class B during 2013 were impacted by the timing of dividends received from the Portfolio’s investments and the assets received through a merger with the Met Investors Series Trust American Funds International Portfolio.

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is Baillie Gifford International Stock Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers three classes of shares: Class A, B and E shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

 

Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations

 

MSF-13


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Foreign currency forward contracts are valued through an independent pricing service by interpolating between forward and spot currency rates in the London foreign exchange markets as of a designated hour on a valuation day. These contracts are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

Options, including swaptions, and futures contracts that are traded OTC are generally valued on the basis of interdealer bid and asked prices or prices provided by pricing service providers who use a series of techniques, including simulation pricing models, to determine the value of the contracts. The pricing models use inputs that are observed from actively quoted markets such as issuer details, indices, spreads, interest rates, yield curves, credit curves, measures of volatility and exchange rates. These contracts are generally categorized as Level 2 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

 

MSF-14


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to foreign currency transactions, foreign capital gain tax reclass, broker commission recapture, expired capital loss carryforwards and passive foreign investment companies (PFICs). These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Directed Brokerage Agreement - The Trust has entered into a directed brokerage arrangement with State Street Global Markets (“SSGM”). Under this arrangement, the Portfolio directs certain trades to SSGM in return for a recapture credit. SSGM issues a cash rebate to the Portfolio. Amounts paid to the Portfolio are shown separately as broker commission recapture on the Statement of Operations of the Portfolio. Additionally, these amounts have been excluded from the calculation of the net ratio of expenses to average net assets presented in the Financial Highlights for each share class.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio had direct investments in repurchase agreements with a gross value of $24,165,080. Additionally, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $6,876,900. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of

 

MSF-15


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

All securities on loan are classified as Common Stocks in the Portfolio’s Schedule of Investments as of December 31, 2016, with a contractual maturity of overnight and continuous.

3. Certain Risks

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Foreign Investment Risk: The investments by the Portfolio in foreign securities may involve risks not present in domestic investments. Because securities may be denominated in foreign currencies, may require settlement in foreign currencies and may pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Portfolio. Foreign investments may also subject the Portfolio to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which could affect the market and/or credit risk of the investments. In addition to the risks described above, risks may arise from forward foreign currency contracts with respect to the potential inability of counterparties to meet the terms of their contracts.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

 

MSF-16


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

4. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 182,506,072      $ 0      $ 275,899,744  

5. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$13,431,329      0.860   Of the first $500 million
     0.800   Of the next $500 million
     0.750   On amounts in excess of $1 billion

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. Baillie Gifford Overseas Limited is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Management Fee Waivers - Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum reduction

   Average Daily Net Assets
0.080%    On amounts over $156.25 million and under $400 million
0.180%    Of the next $100 million
0.120%    Of the next to $400 million
0.150%    On amounts in excess of $900 million

An identical expense agreement was in place for the period May 1, 2015 to April 30, 2016. Amounts waived for the year ended December 31, 2016 are shown as management fee waivers in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B and E Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E Shares. Under the Distribution and Service Plan, the Class B and E Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E Shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares and 0.15% per year for Class E Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

 

MSF-17


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

6. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

7. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital
Gain
     Total  

2016

   2015      2016      2015      2016      2015  
$26,806,348    $ 30,175,192      $      $      $ 26,806,348      $ 30,175,192  

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Loss
Carryforwards
    Other
Accumulated
Capital Losses
     Total  
$21,123,791    $      $ 228,094,090      $ (169,332,274   $      $ 79,885,607  

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

During the year ended December 31, 2016, the Portfolio utilized capital loss carryforwards of $22,663,933, and $168,399,716 in capital loss carryforwards expired.

As of December 31, 2016, the Portfolio had no post-enactment accumulated capital losses. The pre-enactment accumulated capital loss carryforwards and expiration dates were as follows:

 

Expiring
12/31/17

$169,332,274

8. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

 

MSF-18


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Baillie Gifford International Stock Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Baillie Gifford International Stock Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Baillie Gifford International Stock Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-19


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Interested Trustee      
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-20


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and
MSF) to
present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-21


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST) to
present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF) to
present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF) to
present
   Vice President, MetLife, Inc. (2013-present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST) to
present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-22


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-23


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee

 

MSF-24


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

* * *

Baillie Gifford International Stock Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and Baillie Gifford Overseas Limited regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe and its Lipper Index for the one-year and three-year periods ended June 30, 2016. The Board also noted that the Portfolio underperformed the median of its Performance Universe and its Lipper Index for the five-year period ended June 30, 2016. The Board further considered that the Portfolio outperformed its benchmark, the MSCI All Country World Index ex-U.S., for the one-, three-, and five-year periods ended October 31, 2016. In addition, the Board noted that the Sub-Adviser did not manage the Portfolio for all of the periods referenced.

The Board also considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b-1 fees) were below the Expense Group median, the Expense Universe median, and the Sub-advised Expense Universe median. The Board noted that the Portfolio’s contractual management fees were above the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also noted that the Portfolio’s contractual sub-advisory fees were below the averages of the Sub-advised Expense Group and Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-25


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes

 

MSF-26


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior

 

MSF-27


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-28


Metropolitan Series Fund

Baillie Gifford International Stock Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-29


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Managed by BlackRock Advisors, LLC

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, and E shares of the BlackRock Bond Income Portfolio returned 3.12%, 2.86%, and 2.98%, respectively. The Portfolio’s benchmark, the Bloomberg Barclays U.S. Aggregate Bond Index1, returned 2.65%.

MARKET ENVIRONMENT / CONDITIONS

Over the past year, we have seen a range of unexpected events punctuate the stability of markets. Political risk was particularly pronounced with three key events: the U.K. referendum, the U.S. election, and the Italian referendum dominating investor focus at times and raising many questions for the year ahead.

The first quarter saw a sharp underperformance of risk assets on the back of concerns about a Chinese currency devaluation, slowing U.S. and global growth, as well as steep declines in commodity prices in the quarter. Later in first quarter, however, dovish central bank responses, stabilising commodity prices and Chinese stimulus helped a sentiment reversal and many risk-assets, such as U.S. High Yield and Investment Grade credit as well as select emerging markets, tightened past levels seen at the beginning of the year.

The rally in risk assets was interrupted abruptly in second quarter, as U.K. voters on June 23rd elected to leave the European Union (“Brexit”). However, markets rebounded sharply (with the exception of sterling) following the immediate post-Brexit fall-out, helped by an accommodative central bank.

Later in the summer, we saw reflationary trends emerging with U.S.-led stronger nominal growth, inflation and major central banks moving away from ever-looser monetary policies. Most advanced in this dynamic is the U.S. Federal Reserve (the “Fed”), which increased rates in December of this year, having previously raised rates in December 2015. Elsewhere, the Bank of Japan moved to “Quantitative and Qualitative Easing (QQE) with yield curve control”, marking a shift away from an emphasis on negative rates towards anchoring the yield curve, while the Bank of England communicated a more balanced stance following the easing measures taken in the wake of the U.K.’s Brexit referendum. Meanwhile, the European Central Bank announced an extension of its QE program through 2017 but with reduced monthly purchases.

In the fourth quarter, the theme of global reflation started to pick up interest rates, driven by higher inflation prints, a stronger U.S. dollar, higher commodity prices, and divergence in monetary policy between the U.S. and other global developed central banks.

PORTFOLIO REVIEW / PERIOD END POSITIONING

The Portfolio’s overweight positions to U.S. Securitized Assets, Emerging Markets, underweight U.S. Agency Mortgage-Backed Securities (“MBS”), allocations to U.S. High Yield credit and Treasury Inflation-Protected Securities and security selection within Investment Grade (“IG”) credit have added to performance. The Portfolio’s underweight position early in 2016 within IG credit, our active foreign exchange positioning, and our recent overweight to Municipals have been the key detractors from performance.

Early in 2016, we held a more cautious stance as we believed tail-risks remained elevated. Our view coming into 2016 was that major fault lines (particularly China) prevailed in the system, warranting a cautious stance—we thus proactively reduced risk exposures in the Portfolio. While we meaningfully added to hedges (including duration) to start the year, the rapid deterioration of international conditions (China, oil, and European financials) and its impact on financial markets was beyond expectations. Though our early defensive posture helped to limit the Portfolio’s drawdown versus the benchmark for the first several weeks of 2016, a dramatic QE-driven environment unfolded over the second half of the first quarter. We maintained our cautious view as market conditions could have severely worsened (i.e. Chinese devaluation) if not for the coordinated monetary policy support implemented across China, Europe, and the U.S.

Starting at the end of February, the team began adding exposure to credit sectors. Aggressive global monetary policy starting in February, including China, the U.K., Japan, and the Eurozone, drove interest rates dramatically lower, creating a strong bid for attractive yielding assets. In particular, we added exposure to High Yield Credit, Investment Grade Credit, Structured Products, and select areas of emerging market debt (particularly via local rate expressions and higher carry currencies). In the second half of 2016, we reduced U.S. duration and adjusted our curve view, holding a yield curve steepener. We also increased the Portfolio’s exposure to breakeven inflation rates in the U.S. These positions particularly helped performance after the U.S. presidential election, as the market began to price in factors such as possible fiscal initiatives, alterations to trade agreements, a stricter immigration platform, and tax cuts. We also reduced emerging markets risk, reducing the overall beta exposure of emerging markets positions.

Thematically, in the fourth quarter, after having added to U.S. IG credit, we reduced exposure post the U.S. election outcome and back up in U.S. rates. We maintained exposure to U.S. High yield as we preferred to own exposure further down the capital stack into year-end. Similarly, we reduced exposure to higher quality structured products (Commercial MBS) and reduced Non-Agency MBS exposure alongside the interest-rate back up. We reduced exposure to U.S. Municipals due to greater tax uncertainty post-election. We also reduced the Portfolio’s steepening bias at year-end and maintained an underweight position to U.S. duration relative to the index.

 

MSF-1


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Managed by BlackRock Advisors, LLC

Portfolio Manager Commentary*—(Continued)

 

During the period, we used various derivatives to actively manage Portfolio exposures. These included futures, forwards, swaps, and options to gain interest rate, credit, and currency exposures.

Rick Rieder

Bob Miller

Portfolio Managers

BlackRock Advisors, LLC

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-2


Metropolitan Series Fund

BlackRock Bond Income Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE BLOOMBERG BARCLAYS U.S. AGGREGATE BOND INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
BlackRock Bond Income Portfolio                 

Class A

       3.12          3.46          4.40  

Class B

       2.86          3.20          4.14  

Class E

       2.98          3.31          4.24  
Bloomberg Barclays U.S. Aggregate Bond Index        2.65          2.23          4.34  

1 The Bloomberg Barclays U.S. Aggregate Bond Index is a broad based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities, asset-backed securities, and commercial mortgage-backed securities.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Sectors

 

     % of
Net Assets
 
U.S. Treasury & Government Agencies      54.9  
Corporate Bonds & Notes      24.3  
Asset-Backed Securities      12.3  
Mortgage-Backed Securities      6.5  
Foreign Government      3.3  
Municipals      3.2  
Preferred Stocks      0.4  

 

MSF-3


Metropolitan Series Fund

BlackRock Bond Income Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

BlackRock Bond Income Portfolio

          Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A

   Actual        0.36    $ 1,000.00         $ 979.90         $ 1.79   
   Hypothetical*        0.36    $ 1,000.00         $ 1,023.33         $ 1.83   

Class B

   Actual        0.61    $ 1,000.00         $ 978.70         $ 3.03   
   Hypothetical*        0.61    $ 1,000.00         $ 1,022.07         $ 3.10   

Class E

   Actual        0.51    $ 1,000.00         $ 979.20         $ 2.54   
   Hypothetical*        0.51    $ 1,000.00         $ 1,022.57         $ 2.59   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

 

MSF-4


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

U.S. Treasury & Government Agencies—54.9% of Net Assets

 

Security Description   Principal
Amount*
    Value  
Agency Sponsored Mortgage - Backed—34.9%  

Fannie Mae 15 Yr. Pool
2.500%, 01/01/30

    1,645,322      $ 1,650,608   

2.500%, 07/01/30

    471,772        473,176   

2.500%, 08/01/30

    3,764,094        3,774,753   

2.500%, 09/01/30

    2,012,807        2,018,724   

2.500%, 11/01/30

    4,067,467        4,078,757   

2.500%, 06/01/31

    1,050,852        1,054,069   

2.500%, 07/01/31

    3,190,020        3,199,784   

2.500%, 10/01/31

    7,197,190        7,218,766   

2.500%, 11/01/31

    5,297,227        5,314,150   

3.000%, 11/01/28

    4,289,552        4,410,704   

3.000%, 12/01/28

    1,192,210        1,226,232   

3.000%, 01/01/29

    463,668        476,223   

3.000%, 04/01/29

    1,740,040        1,789,261   

3.000%, 05/01/29

    2,694,321        2,769,150   

3.000%, 08/01/29

    3,109,055        3,197,303   

3.000%, 09/01/29

    1,000,449        1,029,163   

3.000%, 03/01/30

    1,493,891        1,536,816   

3.000%, 04/01/30

    1,289,641        1,326,174   

3.000%, 05/01/30

    1,829,677        1,882,069   

3.000%, 07/01/30

    9,028,592        9,286,328   

3.000%, 08/01/30

    7,578,538        7,794,196   

3.000%, 09/01/30

    2,866,241        2,948,229   

3.500%, 11/01/25

    1,857,118        1,938,914   

3.500%, 08/01/26

    1,392,900        1,453,921   

3.500%, 08/01/28

    984,423        1,032,575   

3.500%, 10/01/28

    4,137,177        4,339,463   

3.500%, 11/01/28

    5,210,389        5,464,883   

3.500%, 02/01/29

    10,445,070        10,949,819   

3.500%, 04/01/29

    2,172,285        2,278,881   

3.500%, 05/01/29

    5,189,604        5,435,473   

3.500%, 06/01/29

    3,128,661        3,282,038   

3.500%, 07/01/29

    11,552,013        12,119,645   

3.500%, 09/01/29

    310,910        326,236   

3.500%, 12/01/29

    14,269,676        15,007,810   

3.500%, 08/01/30

    1,378,104        1,450,064   

4.000%, 01/01/25

    12,235        12,609   

4.000%, 02/01/25

    3,842,820        4,059,466   

4.000%, 09/01/25

    692,857        731,634   

4.000%, 10/01/25

    2,037,671        2,148,630   

4.000%, 01/01/26

    627,606        662,919   

4.000%, 04/01/26

    443,059        468,219   

4.000%, 07/01/26

    1,669,332        1,756,036   

4.000%, 08/01/26

    965,611        1,020,319   

4.500%, 12/01/20

    785,769        815,169   

4.500%, 02/01/25

    662,914        703,917   

4.500%, 04/01/25

    127,215        134,098   

4.500%, 07/01/25

    480,336        507,771   

4.500%, 06/01/26

    2,988,719        3,166,999   

Fannie Mae 20 Yr. Pool
3.000%, 10/01/36

    142,445        144,300   

3.000%, 11/01/36

    1,417,231        1,435,695   

3.000%, 12/01/36

    7,264,409        7,359,049   

5.000%, 05/01/23

    3,275        3,566   

Fannie Mae 30 Yr. Pool
3.000%, 12/01/42

    9,223,848        9,221,215   
Agency Sponsored Mortgage - Backed—(Continued)  

Fannie Mae 30 Yr. Pool

   

3.000%, 01/01/43

    6,219,809      6,218,038   

3.000%, 02/01/43

    2,935,395        2,934,557   

3.000%, 03/01/43

    23,944,790        23,937,962   

3.000%, 04/01/43

    16,471,979        16,467,285   

3.000%, 05/01/43

    21,969,329        21,963,066   

3.000%, 06/01/43

    2,798,952        2,798,152   

3.000%, 06/01/46

    945,497        942,834   

3.000%, 08/01/46

    103,274        103,085   

3.000%, 09/01/46

    5,667,502        5,645,040   

3.000%, 10/01/46

    7,096,194        7,060,206   

3.000%, 11/01/46

    5,225,016        5,215,443   

3.000%, 12/01/46

    4,095,661        4,080,529   

3.000%, 01/01/47

    471,000        469,552   

3.500%, 01/01/42

    218,534        225,411   

3.500%, 04/01/42

    275,333        284,095   

3.500%, 05/01/42

    425,884        439,033   

3.500%, 06/01/42

    1,145,240        1,181,391   

3.500%, 07/01/42

    143,029        147,513   

3.500%, 10/01/42

    1,869,123        1,927,859   

3.500%, 12/01/42

    200,239        206,792   

3.500%, 01/01/43

    1,143,354        1,178,480   

3.500%, 02/01/43

    1,836,780        1,894,105   

3.500%, 03/01/43

    4,735,177        4,886,495   

3.500%, 04/01/43

    85,462        88,275   

3.500%, 06/01/43

    1,600,624        1,649,098   

3.500%, 07/01/43

    13,880,085        14,321,051   

3.500%, 08/01/43

    9,328,372        9,617,444   

3.500%, 09/01/43

    151,042        155,757   

3.500%, 10/01/43

    180,198        186,144   

3.500%, 11/01/43

    1,533,002        1,580,018   

3.500%, 01/01/44

    2,055,815        2,120,726   

3.500%, 06/01/44

    13,256,014        13,672,992   

3.500%, 07/01/44

    66,181        68,015   

3.500%, 04/01/46

    9,373,384        9,614,629   

3.500%, 06/01/46

    17,947,981        18,411,490   

3.500%, 07/01/46

    12,836,582        13,168,836   

3.500%, 10/01/46

    2,357,413        2,419,643   

3.500%, 12/01/46 (a)

    20,658,626        21,193,761   

3.500%, 01/01/47

    20,251,003        20,796,041   

4.000%, 08/01/33

    1,493,639        1,570,512   

4.000%, 06/01/39

    1,130,300        1,192,630   

4.000%, 12/01/39

    111,629        117,360   

4.000%, 07/01/40

    1,438,843        1,513,858   

4.000%, 08/01/40

    2,608,517        2,747,618   

4.000%, 10/01/40

    6,819,358        7,217,987   

4.000%, 11/01/40

    465,247        489,828   

4.000%, 12/01/40

    2,414,715        2,547,847   

4.000%, 04/01/41

    238,622        251,875   

4.000%, 09/01/41

    6,177,298        6,495,076   

4.000%, 10/01/41

    390,625        411,226   

4.000%, 12/01/41

    1,516,787        1,612,130   

4.000%, 02/01/42

    3,597,876        3,800,285   

4.000%, 05/01/42

    1,526,433        1,616,173   

4.000%, 06/01/42

    853,777        901,198   

4.000%, 07/01/42

    5,692,980        6,043,830   

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

U.S. Treasury & Government Agencies—(Continued)

 

Security Description   Principal
Amount*
    Value  
Agency Sponsored Mortgage - Backed—(Continued)  

Fannie Mae 30 Yr. Pool

   

4.000%, 08/01/42

    452,430      $ 476,091   

4.000%, 09/01/42

    1,111,311        1,173,127   

4.000%, 12/01/42

    3,104,216        3,290,147   

4.000%, 01/01/43

    1,342,369        1,414,257   

4.000%, 10/01/43

    1,012,990        1,069,496   

4.000%, 11/01/43

    4,563,211        4,849,985   

4.000%, 01/01/44

    3,372,009        3,584,246   

4.000%, 02/01/44

    3,179,533        3,379,682   

4.000%, 05/01/44

    4,747,640        5,046,494   

4.000%, 07/01/44

    350,035        369,737   

4.000%, 10/01/44

    6,085,261        6,416,491   

4.000%, 11/01/44

    1,868,314        1,964,922   

4.000%, 12/01/44

    5,463,605        5,796,250   

4.000%, 01/01/45

    2,506,767        2,661,131   

4.000%, 02/01/45

    1,463,529        1,550,453   

4.000%, 03/01/45

    1,302,372        1,378,459   

4.000%, 04/01/45

    1,167,396        1,236,869   

4.000%, 05/01/45

    1,150,947        1,212,263   

4.000%, 07/01/45

    3,888,796        4,090,883   

4.000%, 08/01/45

    334,630        352,019   

4.000%, 09/01/45

    1,860,587        1,956,882   

4.000%, 10/01/45

    18,769,407        19,852,008   

4.000%, 11/01/45

    5,443,313        5,745,024   

4.000%, 12/01/45

    7,971,250        8,432,375   

4.000%, 01/01/46

    7,277,238        7,671,350   

4.000%, 02/01/46

    2,138,080        2,265,636   

4.000%, 03/01/46

    14,067,203        14,800,538   

4.000%, 04/01/46

    1,393,937        1,467,030   

4.000%, 05/01/46

    1,930,602        2,031,359   

4.000%, 08/01/46

    27,334        28,763   

4.500%, 08/01/39

    2,088,668        2,254,044   

4.500%, 11/01/39

    476,985        523,270   

4.500%, 01/01/40

    54,642        59,298   

4.500%, 04/01/40

    128,992        139,446   

4.500%, 05/01/40

    335,873        363,121   

4.500%, 06/01/40

    323,257        348,316   

4.500%, 07/01/40

    604,756        651,806   

4.500%, 08/01/40

    4,380,597        4,730,055   

4.500%, 11/01/40

    1,218,103        1,312,457   

4.500%, 07/01/41

    365,710        394,890   

4.500%, 08/01/41

    124,619        134,098   

4.500%, 09/01/41

    1,257,822        1,359,005   

4.500%, 01/01/42

    257,301        277,513   

4.500%, 06/01/42

    166,424        179,078   

4.500%, 08/01/42

    1,442,887        1,557,128   

4.500%, 09/01/42

    4,080,630        4,394,181   

4.500%, 09/01/43

    1,169,314        1,258,464   

4.500%, 10/01/43

    1,910,910        2,058,491   

4.500%, 12/01/43

    2,689,636        2,899,147   

4.500%, 01/01/44

    4,289,370        4,650,320   

4.500%, 10/01/45

    3,496,446        3,797,781   

4.500%, 11/01/45

    6,421,533        6,996,325   

4.500%, 06/01/46

    3,978,597        4,326,572   

5.000%, 11/01/32

    9,097        9,963   

5.000%, 06/01/39 (b)

    29,598,449        32,468,893   
Agency Sponsored Mortgage - Backed—(Continued)  

Fannie Mae 30 Yr. Pool

   

5.000%, 04/01/41

    51,393      55,990   

5.000%, 07/01/41

    618,207        676,473   

5.000%, 08/01/41

    666,590        729,246   

5.000%, 01/01/42

    53,800        58,640   

5.500%, 11/01/32

    1,637,404        1,834,703   

5.500%, 12/01/32

    263,954        296,058   

5.500%, 01/01/33

    1,013,212        1,135,626   

5.500%, 12/01/33

    343,962        385,450   

5.500%, 05/01/34

    2,752,035        3,086,484   

5.500%, 08/01/37

    2,851,047        3,198,172   

5.500%, 02/01/38

    408,225        461,318   

5.500%, 03/01/38

    305,382        343,518   

5.500%, 04/01/38

    277,034        307,772   

5.500%, 06/01/38

    421,575        476,265   

5.500%, 12/01/38

    518,217        576,109   

5.500%, 08/01/39

    450,184        503,841   

5.500%, 04/01/40

    122,021        136,117   

5.500%, 04/01/41

    476,331        531,318   

5.500%, TBA (c)

    5,258,000        5,845,006   

6.000%, 02/01/34

    310,916        357,602   

6.000%, 08/01/34

    232,954        267,616   

6.000%, 04/01/35

    3,666,524        4,216,918   

6.000%, 06/01/36

    544,581        626,515   

6.000%, 02/01/38

    750,405        861,541   

6.000%, 03/01/38

    260,735        299,387   

6.000%, 05/01/38

    846,418        975,485   

6.000%, 10/01/38

    1,033,742        1,173,767   

6.000%, 12/01/38

    300,189        342,630   

6.000%, 04/01/40

    3,299,705        3,736,909   

6.000%, 09/01/40

    325,574        368,492   

6.000%, 06/01/41

    743,819        843,588   

6.500%, 05/01/40

    4,879,052        5,543,114   

Fannie Mae ARM Pool
2.810%, 03/01/41 (d)

    563,422        598,078   

2.945%, 03/01/41 (d)

    339,826        358,926   

3.022%, 08/01/38 (d)

    686,977        728,947   

3.144%, 12/01/40 (d)

    985,936        1,038,228   

3.396%, 06/01/41 (d)

    1,908,424        1,999,937   

3.525%, 09/01/41 (d)

    1,356,357        1,425,470   

Fannie Mae Pool
2.500%, 05/01/26

    900,000        869,182   

2.690%, 04/01/25

    480,000        473,835   

4.000%, 01/01/41

    660,922        701,552   

Fannie Mae REMICS (CMO)
5.000%, 04/25/35

    112,788        119,344   

Fannie Mae-ACES
0.131%, 08/25/24 (d) (e)

    115,340,954        1,098,899   

Freddie Mac 15 Yr. Gold Pool
2.500%, 08/01/29

    1,559,801        1,565,272   

2.500%, 12/01/29

    444,316        445,774   

2.500%, 05/01/30

    1,472,363        1,476,720   

2.500%, 07/01/30

    1,006,371        1,009,524   

2.500%, 08/01/30

    2,901,094        2,910,534   

2.500%, 09/01/30

    3,710,629        3,721,786   

2.500%, TBA (c)

    12,449,000        12,471,370   

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

U.S. Treasury & Government Agencies—(Continued)

 

Security Description   Principal
Amount*
    Value  
Agency Sponsored Mortgage - Backed—(Continued)  

Freddie Mac 15 Yr. Gold Pool

   

3.000%, 01/01/30

    1,201,839      $ 1,235,877   

3.000%, 04/01/30

    5,674,543        5,837,756   

3.000%, 05/01/30

    921,039        947,879   

3.000%, 06/01/30

    38,974        40,092   

3.000%, 07/01/30

    2,107,520        2,167,619   

3.000%, 08/01/30

    3,168,473        3,259,302   

3.000%, TBA (c)

    7,301,000        7,491,551   

3.500%, TBA (c)

    6,972,000        7,270,911   

Freddie Mac 30 Yr. Gold Pool
3.000%, 12/01/42

    3,254,367        3,253,041   

3.000%, 01/01/43

    2,194,600        2,193,706   

3.000%, 03/01/43

    4,935,356        4,933,345   

3.000%, 07/01/43

    14,103,417        14,080,290   

3.000%, 09/01/46

    1,402,828        1,394,862   

3.000%, 12/01/46

    9,471,228        9,429,430   

3.000%, TBA (c)

    31,755,000        31,531,902   

3.500%, 04/01/42

    2,226,721        2,293,929   

3.500%, 08/01/42

    1,794,349        1,850,688   

3.500%, 10/01/42

    213,773        219,439   

3.500%, 01/01/43

    1,469,727        1,513,561   

3.500%, 02/01/43

    472,902        488,057   

3.500%, 06/01/43

    390,845        402,404   

3.500%, 07/01/43

    3,329,520        3,436,229   

3.500%, 12/01/43

    1,993,236        2,057,000   

3.500%, 01/01/44

    831,799        857,087   

3.500%, 04/01/44

    168,488        173,396   

3.500%, 05/01/44

    702,722        724,033   

3.500%, 06/01/44

    184,216        189,690   

3.500%, 07/01/44

    141,774        146,291   

3.500%, 08/01/44

    605,228        623,242   

3.500%, 09/01/44

    1,105,813        1,139,041   

3.500%, 09/01/45

    240,647        248,118   

3.500%, 05/01/46

    6,272,234        6,427,959   

3.500%, 06/01/46

    6,397,999        6,557,214   

3.500%, 12/01/46

    33,416,031        34,249,358   

3.500%, TBA (c)

    10,228,721        10,473,626   

4.000%, 08/01/40

    409,002        429,692   

4.000%, 10/01/40

    196,143        207,614   

4.000%, 11/01/40

    877,406        927,729   

4.000%, 04/01/41

    22,575        23,830   

4.000%, 10/01/41

    816,512        864,493   

4.000%, 09/01/43

    564,233        597,682   

4.000%, 04/01/44

    1,130,998        1,197,394   

4.000%, 08/01/44

    4,324,991        4,581,241   

4.000%, 02/01/45

    445,829        471,442   

4.000%, 08/01/45

    6,209,829        6,525,106   

4.000%, 09/01/45

    1,840,514        1,946,405   

4.000%, 10/01/45

    6,207,963        6,536,680   

4.000%, 12/01/45

    17,976,476        18,898,210   

4.000%, 01/01/46 (a)

    23,573,423        24,772,996   

4.000%, 02/01/46

    14,257,245        14,982,272   

4.000%, 09/01/46

    13,335,493        14,034,162   

4.000%, 10/01/46

    8,113,397        8,535,966   

4.000%, TBA (c)

    2,002,000        2,102,765   

4.500%, 02/01/39

    1,789,561        1,922,885   
Agency Sponsored Mortgage - Backed—(Continued)  

Freddie Mac 30 Yr. Gold Pool

   

4.500%, 08/01/39

    1,509,612      1,626,467   

4.500%, 12/01/39

    369,193        398,348   

4.500%, 07/01/40

    108,665        116,645   

4.500%, 05/01/41

    2,339,352        2,514,245   

4.500%, 05/01/42

    2,233,272        2,402,569   

4.500%, 10/01/43

    1,150,640        1,237,694   

4.500%, 12/01/43

    2,877,858        3,110,978   

4.500%, 04/01/44

    1,454,201        1,566,586   

4.500%, 09/01/44

    4,264,565        4,583,418   

5.000%, 10/01/41

    927,526        1,012,337   

5.000%, 11/01/41

    8,377,384        9,140,502   

5.500%, 09/01/39

    245,448        272,189   

5.500%, 01/01/40

    324,387        359,829   

5.500%, 07/01/40

    410,551        455,724   

5.500%, 06/01/41

    3,571,760        3,978,376   

Freddie Mac ARM Non-Gold Pool
2.997%, 02/01/41 (d)

    869,633        922,042   

Freddie Mac Multifamily Structured Pass-Through Certificates
1.369%, 03/25/26 (d) (e)

    10,363,274        1,018,405   

2.356%, 08/25/22

    940,000        932,663   

2.770%, 05/25/25

    1,110,000        1,092,582   

3.205%, 03/25/25

    370,000        380,477   

3.527%, 10/25/23 (d)

    550,000        581,511   

3.531%, 07/25/23 (d)

    500,000        529,655   

Ginnie Mae I 30 Yr. Pool
3.000%, TBA (c)

    6,519,000        6,588,009   

3.500%, 02/15/42

    252,949        265,995   

3.500%, 04/15/42

    470,923        494,573   

3.500%, 05/15/42

    434,278        456,682   

3.500%, 08/15/42

    630,906        660,488   

3.500%, 11/15/42

    438,488        458,715   

3.500%, 12/15/42

    1,407,826        1,479,987   

3.500%, 01/15/43

    613,658        641,866   

3.500%, 02/15/43

    939,651        985,005   

3.500%, 03/15/43

    530,186        554,557   

3.500%, 04/15/43

    1,972,894        2,074,096   

3.500%, 05/15/43

    3,394,627        3,560,015   

3.500%, 06/15/43

    823,694        859,922   

3.500%, 07/15/43

    2,854,612        3,000,730   

4.000%, 01/15/41

    2,004,980        2,136,155   

4.000%, 03/15/41

    1,421,645        1,508,640   

4.000%, 12/15/41

    26,533        28,192   

4.000%, 05/15/42

    146,959        156,205   

4.000%, TBA (c)

    4,542,000        4,822,327   

4.500%, 02/15/42

    15,197,646        16,474,531   

5.000%, 12/15/38

    429,544        473,877   

5.000%, 07/15/39

    1,191,544        1,310,248   

5.000%, 12/15/40

    1,440,057        1,588,744   

5.500%, 04/15/33

    38,120        42,865   

6.500%, 04/15/33

    50,478        57,659   

8.500%, 05/15/17

    38        38   

8.500%, 05/15/22

    643        651   

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

U.S. Treasury & Government Agencies—(Continued)

 

Security Description   Principal
Amount*
    Value  
Agency Sponsored Mortgage - Backed—(Continued)  

Ginnie Mae II 30 Yr. Pool
3.000%, TBA (c)

    76,888,000      $ 77,850,599   

3.500%, 12/20/41

    5,387,710        5,621,491   

3.500%, 10/20/42

    552,734        577,232   

3.500%, 01/20/43

    491,367        513,145   

3.500%, 04/20/43

    411,914        430,019   

3.500%, 10/20/46

    2,854,326        2,977,502   

3.500%, TBA (c)

    90,907,000        94,498,890   

4.000%, 09/20/40

    143,070        153,448   

4.000%, 10/20/40

    1,587,959        1,703,153   

4.000%, 11/20/40

    898,072        963,219   

4.000%, 12/20/40

    3,876,156        4,157,354   

4.000%, 01/20/41

    2,934,098        3,146,776   

4.000%, 02/20/41

    52,299        55,885   

4.000%, 07/20/43

    270,906        289,100   

4.000%, 08/20/44

    1,155,478        1,242,102   

4.000%, 10/20/46

    249,284        265,950   

4.000%, TBA (c)

    29,217,000        31,027,653   

4.500%, 12/20/39

    123,446        133,459   

4.500%, 01/20/40

    151,749        164,145   

4.500%, 02/20/40

    121,224        130,652   

4.500%, 05/20/40

    8,365        9,011   

4.500%, 08/20/40

    296,358        320,692   

4.500%, 05/20/41

    15,988,761        17,223,382   

4.500%, 06/20/41

    1,555,405        1,675,515   

4.500%, 07/20/41

    974,839        1,050,669   

4.500%, 11/20/41

    146,645        158,316   

4.500%, 11/20/44

    374,436        400,025   

5.000%, 10/20/33

    1,256,016        1,400,469   

5.000%, 10/20/39

    448,903        497,552   

Government National Mortgage Association
0.825%, 08/16/41 (e)

    4,939,244        92,397   

0.836%, 02/16/53 (d) (e)

    21,048,997        1,123,204   

0.930%, 06/16/58 (d) (e)

    2,799,496        218,737   

0.990%, 08/15/58 (d) (e)

    4,696,503        386,043   

1.000%, 02/16/39 (e)

    7,102,033        114,406   

1.008%, 08/16/58 (d) (e)

    3,921,139        307,935   

1.041%, 01/16/49 (d) (e)

    10,097,117        605,005   

1.048%, 05/16/58 (d) (e)

    2,674,569        216,261   

1.127%, 04/16/58 (d) (e)

    7,094,054        599,374   

1.148%, 12/16/57 (d) (e)

    4,044,772        337,156   

1.188%, 01/16/48 (d) (e)

    7,990,778        477,236   

1.192%, 02/16/58 (d) (e)

    6,712,806        615,786   
   

 

 

 
      1,333,000,369   
   

 

 

 
U.S. Treasury—20.0%  

U.S. Treasury Bonds
2.250%, 08/15/46 (f)

    56,241,000        47,288,558   

2.500%, 05/15/46 (f)

    53,533,600        47,573,811   

2.875%, 11/15/46

    36,627,100        35,362,330   

U.S. Treasury Inflation Indexed Notes
0.125%, 04/15/20 (g)

    135,295,336        136,701,055   

U.S. Treasury Notes
0.750%, 09/30/18

    13,269,300        13,179,626   

0.750%, 10/31/18

    22,035,000        21,876,612   
U.S. Treasury—(Continued)  

U.S. Treasury Notes

   

1.000%, 11/30/18

    58,649,900      58,462,044   

1.000%, 10/15/19

    34,139,000        33,773,610   

1.000%, 11/15/19

    34,211,000        33,799,408   

1.125%, 09/30/21

    50,630,500        48,836,661   

1.250%, 10/31/21 (f)

    50,412,400        48,884,299   

1.375%, 12/15/19

    22,304,000        22,250,850   

1.375%, 09/30/23

    77,300        73,203   

1.500%, 08/15/26

    36,241,000        33,331,826   

1.625%, 10/31/23

    75,100        72,252   

1.625%, 05/15/26

    35,892,000        33,469,290   

1.750%, 11/30/21 (h)

    23,123,700        22,951,174   

2.000%, 11/15/26 (h)

    114,946,200        110,595,256   

2.125%, 11/30/23

    14,541,100        14,444,533   
   

 

 

 
      762,926,398   
   

 

 

 

Total U.S. Treasury & Government Agencies
(Cost $2,119,347,899)

      2,095,926,767   
   

 

 

 
Corporate Bonds & Notes—24.3%   
Advertising—0.1%  

ACE03 MH1 B2
Zero Coupon, 08/15/30

    835,304        616,799   

Interpublic Group of Cos., Inc. (The)
3.750%, 02/15/23

    1,191,000        1,200,440   

4.000%, 03/15/22

    1,468,000        1,518,542   
   

 

 

 
      3,335,781   
   

 

 

 
Aerospace/Defense—0.3%  

BAE Systems Holdings, Inc.
2.850%, 12/15/20 (144A)

    699,000        700,021   

4.750%, 10/07/44 (144A) (a)

    132,000        133,576   

Harris Corp.
2.700%, 04/27/20 (a)

    706,000        705,223   

Lockheed Martin Corp.
3.550%, 01/15/26

    815,000        832,695   

3.600%, 03/01/35 (a)

    1,121,000        1,064,950   

4.070%, 12/15/42

    380,000        375,080   

4.500%, 05/15/36

    323,000        343,407   

4.700%, 05/15/46

    527,000        573,232   

Northrop Grumman Corp.
3.850%, 04/15/45 (a)

    1,295,000        1,228,466   

United Technologies Corp.
1.778%, 05/04/18

    3,052,000        3,052,665   

4.150%, 05/15/45

    836,000        844,352   
   

 

 

 
      9,853,667   
   

 

 

 
Agriculture—0.4%  

Altria Group, Inc.
2.625%, 01/14/20

    1,684,000        1,703,191   

3.875%, 09/16/46

    2,828,000        2,609,941   

4.250%, 08/09/42 (a)

    211,000        207,649   

5.375%, 01/31/44

    1,639,000        1,893,245   

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Agriculture—(Continued)  

Philip Morris International, Inc.
1.125%, 08/21/17

    3,344,000     $ 3,341,047  

4.125%, 03/04/43

    1,129,000       1,092,517  

4.250%, 11/10/44

    2,250,000       2,221,673  

4.875%, 11/15/43 (a)

    1,032,000       1,110,048  

Reynolds American, Inc.
2.300%, 06/12/18

    1,321,000       1,329,374  

3.250%, 06/12/20 (a)

    561,000       574,837  
   

 

 

 
      16,083,522  
   

 

 

 
Airlines—0.2%  

American Airlines Group, Inc.
4.625%, 03/01/20 (144A) (a)

    2,214,000       2,241,675  

American Airlines Pass-Through Trust
3.375%, 05/01/27

    3,407,475       3,356,363  

Turkish Airlines Pass-Through Trust
4.200%, 03/15/27 (144A)

    1,239,549       1,213,271  

United Airlines Pass-Through Trust
4.750%, 04/11/22

    360,699       360,699  
   

 

 

 
      7,172,008  
   

 

 

 
Auto Manufacturers—1.1%  

Fiat Chrysler Finance Europe
4.750%, 03/22/21 (EUR)

    100,000       115,529  

Ford Motor Co.
5.291%, 12/08/46

    4,820,000       4,882,612  

Ford Motor Credit Co. LLC
1.724%, 12/06/17

    6,974,000       6,968,728  

2.145%, 01/09/18

    2,592,000       2,595,753  

3.336%, 03/18/21 (a)

    3,783,000       3,809,250  

General Motors Co.
6.750%, 04/01/46

    2,351,000       2,756,994  

General Motors Financial Co., Inc.
2.625%, 07/10/17

    2,036,000       2,047,011  

3.100%, 01/15/19

    814,000       822,639  

3.200%, 07/06/21

    8,280,000       8,210,920  

3.700%, 11/24/20

    1,345,000       1,368,201  

4.000%, 01/15/25

    1,821,000       1,776,642  

4.000%, 10/06/26 (a)

    4,160,000       3,999,927  

4.750%, 08/15/17

    3,515,000       3,581,673  
   

 

 

 
      42,935,879  
   

 

 

 
Auto Parts & Equipment—0.1%  

Delphi Automotive plc
4.250%, 01/15/26

    1,855,000       1,920,531  

4.400%, 10/01/46

    765,000       702,874  

Faurecia
3.625%, 06/15/23 (EUR)

    100,000       109,318  

IHO Verwaltungs GmbH
2.750% (PIK 3.500%), 09/15/21 (EUR) (i)

    100,000       108,297  

3.250%, 09/15/23 (EUR) (i)

    100,000       108,423  

LKQ Italia Bondco S.p.A.
3.875%, 04/01/24 (EUR)

    100,000       111,897  
   

 

 

 
      3,061,340  
   

 

 

 
Banks—6.9%  

Allied Irish Banks plc
4.125%, 11/26/25 (EUR) (d)

    100,000     106,587  

Banco Bilbao Vizcaya Argentaria S.A.
7.000%, 02/19/19 (EUR) (d)

    200,000       201,907  

Banco Espirito Santo S.A.
4.000%, 01/21/19 (EUR) (j)

    200,000       57,896  

Banco Nacional de Comercio Exterior SNC
3.800%, 08/11/26 (144A) (d)

    1,368,000       1,280,790  

Banco Santander S.A.
6.250%, 03/12/19 (EUR) (d)

    100,000       98,423  

Bank of America Corp.
2.250%, 04/21/20 (a)

    2,535,000       2,520,221  

3.300%, 01/11/23

    3,383,000       3,394,299  

3.500%, 04/19/26 (a)

    6,510,000       6,423,235  

3.875%, 08/01/25 (a)

    5,164,000       5,250,915  

4.875%, 04/01/44

    494,000       536,025  

Bank of Ireland
4.250%, 06/11/24 (EUR) (d)

    100,000       108,160  

Bank of New York Mellon Corp. (The)
2.050%, 05/03/21

    13,331,000       13,084,390  

2.100%, 01/15/19

    3,085,000       3,098,630  

4.625%, 09/20/26 (d)

    3,430,000       3,146,408  

Bankia S.A.
4.000%, 05/22/24 (EUR) (d)

    200,000       213,660  

BB&T Corp.
2.450%, 01/15/20

    2,395,000       2,413,770  

Branch Banking & Trust Co.
2.300%, 10/15/18

    2,160,000       2,181,505  

Capital One Financial Corp.
3.750%, 07/28/26

    1,956,000       1,896,137  

4.750%, 07/15/21

    80,000       86,526  

Capital One N.A.
2.400%, 09/05/19

    250,000       250,556  

Citigroup, Inc.
1.800%, 02/05/18

    2,960,000       2,958,345  

2.500%, 09/26/18 (a)

    4,057,000       4,095,805  

2.500%, 07/29/19

    3,634,000       3,658,911  

2.900%, 12/08/21

    24,490,000       24,423,926  

3.500%, 05/15/23

    2,381,000       2,373,314  

3.875%, 03/26/25

    1,530,000       1,519,900  

4.125%, 07/25/28

    2,767,000       2,733,309  

Citizens Bank N.A.
2.300%, 12/03/18

    1,395,000       1,402,148  

Commerzbank AG
7.750%, 03/16/21 (EUR)

    100,000       125,791  

Cooperatieve Rabobank UA
6.625%, 06/29/21 (EUR) (d)

    200,000       225,029  

Credit Agricole S.A.
6.500%, 06/23/21 (EUR) (d)

    100,000       108,729  

Credit Suisse AG
3.000%, 10/29/21 (a)

    2,270,000       2,291,690  

Credit Suisse Group Funding Guernsey, Ltd.
2.750%, 03/26/20 (a)

    3,269,000       3,240,625  

4.875%, 05/15/45

    753,000       772,935  

Discover Bank
3.450%, 07/27/26 (a)

    2,040,000       1,969,846  

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Banks—(Continued)  

Fifth Third Bank
2.250%, 06/14/21

    3,062,000      $ 3,027,191   

Goldman Sachs Group, Inc. (The)
2.000%, 04/25/19

    950,000        946,227   

2.350%, 11/15/21

    6,177,000        6,001,326   

2.600%, 04/23/20

    2,774,000        2,776,907   

2.625%, 01/31/19 (a)

    3,624,000        3,662,965   

2.625%, 04/25/21 (a)

    2,055,000        2,040,079   

2.750%, 09/15/20 (a)

    1,326,000        1,331,728   

3.500%, 01/23/25

    1,683,000        1,660,614   

3.500%, 11/16/26

    6,123,000        5,982,079   

3.750%, 05/22/25

    2,243,000        2,248,834   

4.800%, 07/08/44

    994,000        1,043,530   

HSBC Holdings plc
2.650%, 01/05/22

    9,883,000        9,648,387   

HSH Nordbank AG
0.488%, 02/14/17 (EUR) (d)

    50,000        51,900   

Intesa Sanpaolo S.p.A.
7.000%, 01/19/21 (EUR) (d)

    200,000        207,741   

JPMorgan Chase & Co.
1.350%, 02/15/17

    5,265,000        5,265,895   

2.200%, 10/22/19 (a)

    2,326,000        2,335,341   

2.550%, 10/29/20 (a)

    3,260,000        3,257,594   

2.750%, 06/23/20 (a)

    667,000        673,032   

2.972%, 01/15/23

    13,360,000        13,315,257   

3.200%, 06/15/26 (a)

    4,172,000        4,083,358   

3.875%, 09/10/24

    2,931,000        2,965,694   

3.900%, 07/15/25

    1,343,000        1,380,979   

4.250%, 10/01/27 (a)

    1,990,000        2,044,582   

Morgan Stanley
2.625%, 11/17/21

    13,443,000        13,281,173   

2.800%, 06/16/20

    3,889,000        3,920,828   

3.700%, 10/23/24

    3,417,000        3,457,703   

3.750%, 02/25/23

    1,545,000        1,586,938   

3.875%, 01/27/26

    3,069,000        3,100,015   

4.000%, 07/23/25

    1,425,000        1,460,649   

Royal Bank of Scotland Group plc
3.875%, 09/12/23

    8,102,000        7,779,994   

Santander UK Group Holdings plc
2.875%, 08/05/21 (a)

    16,750,000        16,379,071   

Societe Generale S.A.
7.375%, 09/13/21 (144A) (d)

    200,000        199,664   

State Street Corp.
1.963%, 06/15/37 (d)

    500,000        441,875   

2.650%, 05/19/26 (a)

    4,226,000        4,008,053   

U.S. Bancorp
2.950%, 07/15/22 (a)

    3,137,000        3,155,593   

UBS Group Funding Jersey, Ltd.
2.650%, 02/01/22 (144A)

    7,607,000        7,393,205   

4.125%, 09/24/25 (144A)

    1,338,000        1,363,779   

UniCredit S.p.A.
5.750%, 10/28/25 (EUR) (d)

    100,000        111,198   

Wells Fargo & Co.
2.100%, 07/26/21

    8,020,000        7,803,901   

2.550%, 12/07/20

    1,717,000        1,718,963   

2.600%, 07/22/20

    1,479,000        1,487,549   
Banks—(Continued)  

Wells Fargo & Co.

   

3.000%, 10/23/26

    2,919,000      2,780,047   

3.550%, 09/29/25 (a)

    1,756,000        1,753,090   

3.900%, 05/01/45

    2,148,000        2,037,393   

4.750%, 12/07/46

    4,236,000        4,298,930   

4.900%, 11/17/45

    969,000        995,280   
   

 

 

 
      264,716,474   
   

 

 

 
Beverages—0.9%  

Anheuser-Busch InBev Finance, Inc.
2.650%, 02/01/21

    3,844,000        3,866,084   

3.300%, 02/01/23

    3,105,000        3,160,058   

3.650%, 02/01/26

    21,712,000        22,041,805   

4.700%, 02/01/36

    1,240,000        1,304,316   

4.900%, 02/01/46

    474,000        512,332   

Anheuser-Busch InBev Worldwide, Inc.
3.750%, 07/15/42

    860,000        773,478   

Molson Coors Brewing Co.
4.200%, 07/15/46 (a)

    971,000        905,288   

5.000%, 05/01/42

    607,000        634,529   

PepsiCo, Inc.
4.450%, 04/14/46

    1,757,000        1,871,342   
   

 

 

 
      35,069,232   
   

 

 

 
Biotechnology—0.4%  

Amgen, Inc.
2.125%, 05/01/20 (a)

    2,559,000        2,535,030   

4.400%, 05/01/45

    2,540,000        2,434,707   

Biogen, Inc.
5.200%, 09/15/45

    295,000        315,693   

Gilead Sciences, Inc.
2.350%, 02/01/20

    589,000        592,060   

2.500%, 09/01/23

    1,447,000        1,395,373   

3.650%, 03/01/26

    496,000        502,913   

4.150%, 03/01/47

    2,172,000        2,062,972   

4.500%, 02/01/45

    547,000        546,540   

4.600%, 09/01/35

    564,000        584,975   

4.750%, 03/01/46

    1,278,000        1,322,310   

4.800%, 04/01/44 (a)

    2,452,000        2,546,073   
   

 

 

 
      14,838,646   
   

 

 

 
Building Materials—0.1%  

LafargeHolcim Finance U.S. LLC
4.750%, 09/22/46 (144A)

    3,141,000        3,037,818   

Standard Industries, Inc.
6.000%, 10/15/25 (144A) (a)

    690,000        726,225   

Titan Global Finance plc
3.500%, 06/17/21 (EUR)

    100,000        109,423   
   

 

 

 
      3,873,466   
   

 

 

 
Chemicals—0.2%  

Agrium, Inc.
4.125%, 03/15/35 (a)

    1,155,000        1,059,012   

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Chemicals—(Continued)  

Air Liquide Finance S.A.
3.500%, 09/27/46 (144A) (a)

    512,000      $ 473,889   

Dow Chemical Co. (The)
4.375%, 11/15/42

    726,000        704,743   

4.625%, 10/01/44

    982,000        985,370   

Eastman Chemical Co.
4.800%, 09/01/42 (a)

    1,236,000        1,228,284   

Ineos Finance plc
4.000%, 05/01/23 (EUR)

    100,000        108,836   

Monsanto Co.
3.600%, 07/15/42

    1,222,000        1,025,572   

PSPC Escrow Corp.
6.000%, 02/01/23 (EUR)

    100,000        105,492   

Sherwin-Williams Co. (The)
4.000%, 12/15/42

    565,000        513,752   

Solvay Finance S.A.
5.118%, 06/02/21 (EUR) (d)

    100,000        112,695   
   

 

 

 
      6,317,645   
   

 

 

 
Coal—0.0%  

CONSOL Energy, Inc.
5.875%, 04/15/22 (a)

    1,320,000        1,293,600   
   

 

 

 
Commercial Services—0.2%  

Avis Budget Finance plc
4.125%, 11/15/24 (EUR)

    100,000        105,318   

Loxam SAS
3.500%, 05/03/23 (EUR)

    100,000        104,507   

Massachusetts Institute of Technology
3.885%, 07/01/2116

    638,000        545,849   

President and Fellows of Harvard College
3.150%, 07/15/46

    484,000        433,035   

Total System Services, Inc.
4.800%, 04/01/26 (a)

    3,469,000        3,737,924   

University of Southern California
3.028%, 10/01/39

    2,135,000        1,896,260   

Wesleyan University
4.781%, 07/01/2116

    1,088,000        1,032,157   
   

 

 

 
      7,855,050   
   

 

 

 
Computers—0.5%  

Apple, Inc.
3.450%, 02/09/45

    1,028,000        907,362   

4.650%, 02/23/46

    6,931,000        7,484,433   

Diamond 1 Finance Corp. / Diamond 2 Finance Corp.
8.350%, 07/15/46 (144A)

    2,780,000        3,422,981   

Hewlett Packard Enterprise Co.
2.850%, 10/05/18

    2,705,000        2,731,160   

3.600%, 10/15/20

    3,456,000        3,515,837   

HP, Inc.
3.750%, 12/01/20

    357,000        369,633   
   

 

 

 
      18,431,406   
   

 

 

 
Distribution/Wholesale—0.0%  

Rexel S.A.
3.500%, 06/15/23 (EUR)

    100,000      109,949   
   

 

 

 
Diversified Financial Services—0.5%  

Air Lease Corp.
3.000%, 09/15/23

    5,945,000        5,679,770   

American Express Credit Corp.
1.125%, 06/05/17

    6,272,000        6,271,015   

2.250%, 08/15/19

    1,959,000        1,969,902   

Capital One Bank USA N.A.
2.300%, 06/05/19

    500,000        501,208   

Jefferies Group LLC
6.500%, 01/20/43 (a)

    648,000        666,786   

Mercury Bondco plc
8.250%, 05/30/21 (EUR) (i)

    100,000        110,864   

Synchrony Financial
2.600%, 01/15/19

    1,706,000        1,714,629   

2.700%, 02/03/20 (a)

    1,079,000        1,075,801   

4.500%, 07/23/25

    1,243,000        1,276,767   

Visa, Inc.
4.150%, 12/14/35

    411,000        430,310   
   

 

 

 
      19,697,052   
   

 

 

 
Electric—0.9%  

AES Panama SRL
6.000%, 06/25/22 (144A)

    213,000        220,455   

Baltimore Gas & Electric Co.
3.500%, 08/15/46

    946,000        851,200   

CenterPoint Energy Houston Electric LLC
4.500%, 04/01/44

    560,000        608,371   

Commonwealth Edison Co.
4.700%, 01/15/44

    1,451,000        1,598,321   

Consumers Energy Co.
3.950%, 05/15/43

    894,000        879,228   

DTE Electric Co.
3.950%, 06/15/42

    1,109,000        1,101,793   

DTE Energy Co.
2.400%, 12/01/19

    791,000        794,901   

3.500%, 06/01/24

    2,352,000        2,370,379   

Duke Energy Carolinas LLC
3.750%, 06/01/45

    1,109,000        1,055,687   

4.250%, 12/15/41

    41,000        41,943   

Duke Energy Corp.
3.750%, 09/01/46

    679,000        611,241   

4.800%, 12/15/45

    730,000        771,589   

Duke Energy Florida LLC
3.850%, 11/15/42

    1,109,000        1,063,439   

Emera U.S. Finance L.P.
2.150%, 06/15/19 (144A)

    2,058,000        2,054,598   

2.700%, 06/15/21 (144A)

    3,096,000        3,064,554   

Enel S.p.A.
5.000%, 01/15/75 (EUR) (d)

    100,000        111,434   

7.750%, 09/10/75 (GBP) (d)

    100,000        134,770   

Exelon Corp.
2.450%, 04/15/21

    549,000        542,402   

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Electric—(Continued)  

Exelon Corp.

   

2.850%, 06/15/20

    3,225,000      $ 3,259,427   

Florida Power & Light Co.
3.800%, 12/15/42 (a)

    627,000        616,578   

Generacion Mediterranea S.A. / Generacion Frias S.A. / Central Termica Roca S.A.
9.625%, 07/27/23 (144A)

    722,000        743,660   

Northern States Power Co.
3.600%, 05/15/46

    3,193,000        3,022,650   

Pacific Gas & Electric Co.
4.300%, 03/15/45 (a)

    839,000        858,089   

4.750%, 02/15/44

    545,000        598,070   

Progress Energy, Inc.
4.875%, 12/01/19 (a)

    409,000        439,217   

Puget Sound Energy, Inc.
4.300%, 05/20/45 (a)

    1,922,000        1,997,879   

Southern California Edison Co.
1.250%, 11/01/17

    1,080,000        1,080,136   

Trans-Allegheny Interstate Line Co.
3.850%, 06/01/25 (144A)

    3,395,000        3,439,240   

Virginia Electric & Power Co.
4.200%, 05/15/45 (a)

    1,419,000        1,443,945   

4.450%, 02/15/44

    437,000        458,791   
   

 

 

 
      35,833,987   
   

 

 

 
Electronics—0.0%  

Trionista Holdco GmbH
5.000%, 04/30/20 (EUR)

    306,000        330,647   
   

 

 

 
Entertainment—0.0%  

International Game Technology plc
4.750%, 02/15/23 (EUR)

    100,000        114,741   

PortAventura Entertainment Barcelona B.V.
7.250%, 12/01/20 (EUR)

    140,000        153,076   

Vue International Bidco plc
7.875%, 07/15/20 (GBP)

    150,000        192,051   
   

 

 

 
      459,868   
   

 

 

 
Environmental Control—0.0%  

Befesa Zinc SAU Via Zinc Capital S.A.
8.875%, 05/15/18 (EUR)

    100,000        107,928   

Bilbao Luxembourg S.A.
10.500%, 12/01/18 (EUR) (i)

    107,110        115,145   

Waste Management, Inc.
3.900%, 03/01/35 (a)

    442,000        439,436   
   

 

 

 
      662,509   
   

 

 

 
Food—0.1%  

Arcor SAIC
6.000%, 07/06/23 (144A)

    341,000        355,492   

Casino Guichard Perrachon S.A.
3.248%, 03/07/24 (EUR)

    100,000        112,491   

3.311%, 01/25/23 (EUR)

    100,000        115,203   

Kraft Heinz Foods Co.
6.875%, 01/26/39

    678,000        851,807   
Food—(Continued)  

Marfrig Holdings Europe B.V.
8.000%, 06/08/23 (144A)

    364,000      376,776   

Minerva Luxembourg S.A.
6.500%, 09/20/26 (144A)

    217,000        209,134   

Sysco Corp.
4.500%, 04/01/46 (a)

    676,000        681,538   
   

 

 

 
      2,702,441   
   

 

 

 
Forest Products & Paper—0.1%  

Fibria Overseas Finance, Ltd.
5.250%, 05/12/24

    141,000        141,705   

Georgia-Pacific LLC
7.375%, 12/01/25

    1,415,000        1,777,778   

Smurfit Kappa Acquisitions
2.750%, 02/01/25 (EUR)

    100,000        107,107   

Suzano Austria GmbH
5.750%, 07/14/26 (144A) (a)

    564,000        543,555   

Suzano Trading, Ltd.
5.875%, 01/23/21 (144A) (a)

    423,000        437,043   
   

 

 

 
      3,007,188   
   

 

 

 
Healthcare-Products—0.4%  

Becton Dickinson & Co.
1.800%, 12/15/17

    653,000        654,485   

2.675%, 12/15/19

    2,345,000        2,379,263   

4.685%, 12/15/44

    367,000        380,192   

Boston Scientific Corp.
2.650%, 10/01/18

    1,872,000        1,892,530   

Medtronic, Inc.
2.500%, 03/15/20

    1,749,000        1,768,573   

3.625%, 03/15/24 (a)

    2,067,000        2,151,028   

4.625%, 03/15/44

    1,365,000        1,466,227   

4.625%, 03/15/45

    1,353,000        1,463,162   

St. Jude Medical, Inc.
2.800%, 09/15/20

    1,578,000        1,586,851   

3.875%, 09/15/25

    505,000        508,768   

Stryker Corp.
4.625%, 03/15/46

    1,016,000        1,035,992   
   

 

 

 
      15,287,071   
   

 

 

 
Healthcare-Services—0.9%  

Aetna, Inc.
2.400%, 06/15/21 (a)

    3,807,000        3,789,762   

3.200%, 06/15/26 (a)

    3,350,000        3,314,051   

4.125%, 11/15/42

    786,000        749,858   

4.500%, 05/15/42

    881,000        893,526   

4.750%, 03/15/44

    690,000        725,870   

Anthem, Inc.
1.875%, 01/15/18

    5,068,000        5,070,230   

2.300%, 07/15/18

    7,006,000        7,051,798   

Baylor Scott & White Holdings
4.185%, 11/15/45

    775,000        756,147   

Catholic Health Initiatives
4.350%, 11/01/42

    550,000        488,538   

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Healthcare-Services—(Continued)  

Cigna Corp.
3.250%, 04/15/25 (a)

    1,947,000      $ 1,896,273   

Dignity Health
5.267%, 11/01/64

    657,000        640,921   

Laboratory Corp. of America Holdings
2.625%, 02/01/20

    1,583,000        1,581,447   

New York and Presbyterian Hospital (The)
3.563%, 08/01/36

    547,000        523,291   

Ochsner Clinic Foundation
5.897%, 05/15/45

    685,000        792,121   

RWJ Barnabas Health, Inc.
3.949%, 07/01/46

    1,338,000        1,232,354   

Southern Baptist Hospital of Florida, Inc.
4.857%, 07/15/45

    650,000        702,380   

Synlab Bondco plc
6.250%, 07/01/22 (EUR)

    100,000        114,739   

UnitedHealth Group, Inc.
2.700%, 07/15/20

    944,000        958,202   

4.200%, 01/15/47

    1,289,000        1,303,820   

4.625%, 07/15/35 (a)

    377,000        410,945   
   

 

 

 
      32,996,273   
   

 

 

 
Housewares—0.0%  

Newell Brands, Inc.
2.875%, 12/01/19

    906,000        922,152   
   

 

 

 
Insurance—0.5%  

Allstate Corp. (The)
4.200%, 12/15/46

    1,564,000        1,597,187   

American International Group, Inc.
3.750%, 07/10/25 (a)

    1,511,000        1,520,752   

3.875%, 01/15/35

    673,000        632,172   

3.900%, 04/01/26

    2,901,000        2,952,005   

4.500%, 07/16/44

    1,615,000        1,592,511   

Aon plc
4.750%, 05/15/45

    1,506,000        1,522,239   

Lincoln National Corp.
3.625%, 12/12/26 (a)

    1,973,000        1,968,407   

Marsh & McLennan Cos., Inc.
3.750%, 03/14/26

    359,000        365,732   

Prudential Financial, Inc.
4.600%, 05/15/44 (a)

    2,032,000        2,114,747   

Travelers Cos., Inc. (The)
4.600%, 08/01/43

    1,395,000        1,508,313   

XLIT, Ltd.
2.300%, 12/15/18

    2,013,000        2,026,256   
   

 

 

 
      17,800,321   
   

 

 

 
Internet—0.1%  

Amazon.com, Inc.
4.950%, 12/05/44 (a)

    4,130,000        4,710,455   

United Group B.V.
7.875%, 11/15/20 (EUR)

    100,000        110,181   
   

 

 

 
      4,820,636   
   

 

 

 
Iron/Steel—0.0%  

Nucor Corp.
5.200%, 08/01/43

    901,000      1,016,733   
   

 

 

 
Leisure Time—0.0%  

Cirsa Funding Luxembourg S.A.
5.875%, 05/15/23 (EUR)

    100,000        111,581   

Thomas Cook Group plc
6.250%, 06/15/22 (EUR)

    100,000        110,833   
   

 

 

 
      222,414   
   

 

 

 
Machinery-Construction & Mining—0.0%  

NEW Areva Holding S.A.
4.875%, 09/23/24 (EUR)

    50,000        54,211   
   

 

 

 
Machinery-Diversified—0.0%  

Roper Technologies, Inc.
2.800%, 12/15/21

    1,616,000        1,615,228   
   

 

 

 
Media—1.8%  

21st Century Fox America, Inc.
4.750%, 09/15/44

    791,000        790,664   

4.950%, 10/15/45

    223,000        229,177   

Altice Luxembourg S.A.
7.250%, 05/15/22 (EUR)

    100,000        112,515   

Cablevision S.A.
6.500%, 06/15/21 (144A)

    277,000        281,501   

CBS Corp.
2.300%, 08/15/19

    2,077,000        2,083,904   

Charter Communications Operating LLC / Charter Communications Operating Capital Corp.
3.579%, 07/23/20

    2,563,000        2,614,862   

4.464%, 07/23/22

    1,885,000        1,969,883   

4.908%, 07/23/25 (a)

    4,289,000        4,520,306   

6.384%, 10/23/35

    1,407,000        1,606,558   

6.484%, 10/23/45

    4,668,000        5,396,577   

Comcast Corp.
3.375%, 08/15/25

    1,578,000        1,587,528   

3.400%, 07/15/46

    1,775,000        1,550,129   

4.250%, 01/15/33

    665,000        692,042   

4.400%, 08/15/35

    2,001,000        2,093,322   

4.600%, 08/15/45

    1,017,000        1,066,089   

4.750%, 03/01/44

    1,840,000        1,973,446   

Discovery Communications LLC
3.450%, 03/15/25

    1,396,000        1,332,545   

4.875%, 04/01/43

    3,493,000        3,227,860   

4.900%, 03/11/26 (a)

    3,044,000        3,205,387   

NBCUniversal Enterprise, Inc.
5.250%, 03/29/49 (144A)

    4,585,000        4,814,250   

NBCUniversal Media LLC
4.450%, 01/15/43

    1,514,000        1,547,107   

SFR Group S.A.
5.375%, 05/15/22 (EUR)

    100,000        110,265   

Telenet Finance Luxembourg SCA
6.750%, 08/15/24 (EUR)

    100,000        116,592   

 

See accompanying notes to financial statements.

 

MSF-13


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Media—(Continued)  

Time Warner Cable LLC
4.000%, 09/01/21 (a)

    503,000      $ 516,547   

4.125%, 02/15/21 (a)

    3,589,000        3,710,459   

4.500%, 09/15/42

    161,000        145,811   

5.000%, 02/01/20

    1,723,000        1,828,670   

5.500%, 09/01/41

    588,000        597,767   

Time Warner, Inc.
2.100%, 06/01/19

    3,352,000        3,349,975   

3.600%, 07/15/25

    820,000        815,408   

4.650%, 06/01/44

    1,877,000        1,794,686   

4.850%, 07/15/45 (a)

    1,884,000        1,886,052   

Unitymedia Hessen GmbH & Co. KG / Unitymedia NRW GmbH
4.000%, 01/15/25 (EUR)

    105,000        114,949   

5.625%, 04/15/23 (EUR)

    80,000        90,212   

UPCB Finance, Ltd.
4.000%, 01/15/27 (EUR)

    100,000        105,002   

Viacom, Inc.
2.250%, 02/04/22

    2,428,000        2,281,698   

2.750%, 12/15/19

    1,650,000        1,647,844   

3.450%, 10/04/26 (a)

    873,000        806,826   

4.375%, 03/15/43

    1,780,000        1,417,868   

4.500%, 03/01/21 (a)

    1,779,000        1,859,046   

5.250%, 04/01/44

    957,000        870,622   

Virgin Media Secured Finance plc
5.125%, 01/15/25 (GBP)

    100,000        125,988   

6.000%, 04/15/21 (GBP)

    139,636        178,971   
   

 

 

 
      67,066,910   
   

 

 

 
Mining—0.2%  

Anglo American Capital plc
1.500%, 04/01/20 (EUR)

    100,000        105,121   

3.500%, 03/28/22 (EUR)

    100,000        111,917   

Barrick Gold Corp.
5.250%, 04/01/42 (a)

    2,420,000        2,357,075   

BHP Billiton Finance USA, Ltd.
5.000%, 09/30/43 (a)

    2,230,000        2,490,821   

Newmont Mining Corp.
4.875%, 03/15/42

    660,000        619,246   

Rio Tinto Finance USA plc
4.125%, 08/21/42

    1,510,000        1,483,114   
   

 

 

 
      7,167,294   
   

 

 

 
Miscellaneous Manufacturing—0.3%  

Eaton Corp.
2.750%, 11/02/22

    8,185,000        8,106,702   

General Electric Co.
4.500%, 03/11/44

    2,960,000        3,177,486   

Ingersoll-Rand Luxembourg Finance S.A.
4.650%, 11/01/44

    306,000        312,192   
   

 

 

 
      11,596,380   
   

 

 

 
Oil & Gas—1.6%  

Anadarko Petroleum Corp.
4.500%, 07/15/44

    1,209,000      1,135,917   

7.950%, 06/15/39

    614,000        794,895   

Apache Corp.
4.250%, 01/15/44

    4,200,000        4,140,457   

BP Capital Markets plc
2.237%, 05/10/19

    3,701,000        3,723,424   

Continental Resources, Inc.
3.800%, 06/01/24

    1,310,000        1,208,475   

4.900%, 06/01/44 (a)

    1,500,000        1,282,500   

Devon Energy Corp.
5.600%, 07/15/41

    3,717,000        3,828,495   

EOG Resources, Inc.
3.900%, 04/01/35

    680,000        643,981   

4.150%, 01/15/26 (a)

    1,047,000        1,095,680   

Exxon Mobil Corp.
1.819%, 03/15/19 (a)

    3,300,000        3,305,415   

4.114%, 03/01/46 (a)

    1,386,000        1,419,644   

Gazprom OAO Via Gaz Capital S.A.
4.950%, 07/19/22 (144A)

    341,000        350,879   

Marathon Petroleum Corp.
4.750%, 09/15/44 (a)

    1,016,000        900,691   

Nabors Industries, Inc.
5.500%, 01/15/23 (144A)

    1,051,000        1,094,354   

Noble Energy, Inc.
5.050%, 11/15/44

    1,094,000        1,097,225   

Petro-Canada
6.800%, 05/15/38

    1,110,000        1,439,417   

Petrobras Argentina S.A.
7.375%, 07/21/23 (144A)

    649,000        632,775   

Petrobras Global Finance B.V.
3.000%, 01/15/19

    1,535,000        1,496,164   

3.020%, 01/15/19 (a) (d)

    1,113,000        1,092,944   

4.875%, 03/17/20 (a)

    864,000        854,237   

5.375%, 01/27/21 (a)

    3,302,000        3,229,356   

5.750%, 01/20/20 (a)

    3,229,000        3,269,362   

6.250%, 12/14/26 (GBP)

    444,000        508,773   

7.875%, 03/15/19

    2,279,000        2,442,723   

8.375%, 05/23/21

    2,076,000        2,236,890   

8.750%, 05/23/26 (a)

    139,000        149,946   

Petroleos Mexicanos
4.625%, 09/21/23 (144A)

    224,000        217,907   

6.500%, 03/13/27 (144A)

    4,690,000        4,837,735   

Phillips 66
4.875%, 11/15/44

    1,027,000        1,084,579   

Pioneer Natural Resources Co.
4.450%, 01/15/26 (a)

    660,000        699,312   

Shell International Finance B.V.
3.625%, 08/21/42 (a)

    1,100,000        994,475   

4.125%, 05/11/35 (a)

    2,748,000        2,805,876   

Suncor Energy, Inc.
6.850%, 06/01/39

    1,300,000        1,723,368   

Transocean, Inc.
6.800%, 03/15/38

    582,000        451,050   

Valero Energy Corp.
3.650%, 03/15/25 (a)

    2,548,000        2,527,127   

 

See accompanying notes to financial statements.

 

MSF-14


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Oil & Gas—(Continued)  

Woodside Finance, Ltd.
3.650%, 03/05/25 (144A)

    353,000      $ 344,840   

YPF S.A.
8.500%, 03/23/21 (144A)

    139,000        149,091   

8.500%, 03/23/21

    225,000        241,335   

8.500%, 07/28/25 (144A)

    781,000        791,934   

8.500%, 07/28/25

    69,000        69,966   

8.750%, 04/04/24 (144A)

    339,000        351,374   

8.875%, 12/19/18 (144A)

    802,000        872,376   
   

 

 

 
      61,536,964   
   

 

 

 
Oil & Gas Services—0.1%  

Halliburton Co.
3.800%, 11/15/25 (a)

    2,410,000        2,448,312   

Schlumberger Holdings Corp.
3.000%, 12/21/20 (144A)

    2,972,000        3,034,866   
   

 

 

 
      5,483,178   
   

 

 

 
Packaging & Containers—0.0%  

Ardagh Packaging Finance plc / Ardagh Holdings USA, Inc.
4.250%, 01/15/22 (EUR)

    100,000        108,818   

6.750%, 05/15/24 (EUR)

    100,000        112,370   

Verallia Packaging SASU
5.125%, 08/01/22 (EUR)

    100,000        111,458   
   

 

 

 
      332,646   
   

 

 

 
Pharmaceuticals—1.5%  

AbbVie, Inc.
2.500%, 05/14/20

    3,448,000        3,448,900   

2.900%, 11/06/22

    1,946,000        1,922,160   

4.400%, 11/06/42

    200,000        188,149   

4.500%, 05/14/35

    674,000        662,223   

Actavis Funding SCS
2.350%, 03/12/18

    3,614,000        3,634,893   

3.000%, 03/12/20

    5,509,000        5,585,371   

3.800%, 03/15/25 (a)

    9,701,000        9,712,428   

4.750%, 03/15/45 (a)

    4,690,000        4,604,332   

AmerisourceBergen Corp.
1.150%, 05/15/17

    2,313,000        2,312,156   

AstraZeneca plc
4.375%, 11/16/45

    768,000        770,883   

Bristol-Myers Squibb Co.
4.500%, 03/01/44

    2,789,000        3,024,696   

Eli Lilly & Co.
3.700%, 03/01/45

    979,000        928,699   

Express Scripts Holding Co.
1.250%, 06/02/17

    1,840,000        1,833,157   

Mylan NV
5.250%, 06/15/46 (144A)

    2,945,000        2,716,153   

Mylan, Inc.
3.125%, 01/15/23 (144A)

    1,298,000        1,225,591   

Novartis Capital Corp.
4.000%, 11/20/45 (a)

    3,120,000        3,148,660   

4.400%, 05/06/44

    1,358,000        1,464,522   
Pharmaceuticals—(Continued)  

Pfizer, Inc.
4.125%, 12/15/46

    3,986,000      4,054,806   

4.300%, 06/15/43 (a)

    851,000        880,940   

4.400%, 05/15/44

    969,000        1,023,512   

Teva Pharmaceutical Finance Co. B.V.
3.650%, 11/10/21

    841,000        851,803   

Teva Pharmaceutical Finance Netherlands B.V.
2.800%, 07/21/23

    2,844,000        2,692,105   
   

 

 

 
      56,686,139   
   

 

 

 
Pipelines—0.7%  

Energy Transfer Partners L.P.
5.150%, 03/15/45

    2,476,000        2,374,682   

6.125%, 12/15/45 (a)

    3,284,000        3,493,976   

Enterprise Products Operating LLC
4.450%, 02/15/43

    1,371,000        1,299,459   

4.900%, 05/15/46 (a)

    799,000        820,174   

5.100%, 02/15/45

    501,000        528,379   

GNL Quintero S.A.
4.634%, 07/31/29 (144A)

    384,000        378,240   

4.634%, 07/31/29

    200,000        197,000   

Kinder Morgan Energy Partners L.P.
3.500%, 03/01/21 (a)

    1,667,000        1,692,405   

3.950%, 09/01/22 (a)

    1,124,000        1,154,017   

4.700%, 11/01/42 (a)

    1,879,000        1,750,649   

5.625%, 09/01/41

    463,000        465,028   

Kinder Morgan, Inc.
3.050%, 12/01/19

    703,000        713,092   

5.050%, 02/15/46 (a)

    1,490,000        1,474,959   

5.550%, 06/01/45 (a)

    1,087,000        1,143,277   

Plains All American Pipeline L.P. / PAA Finance Corp.
4.650%, 10/15/25 (a)

    1,520,000        1,570,362   

Spectra Energy Partners L.P.
3.375%, 10/15/26 (a)

    972,000        929,693   

Sunoco Logistics Partners Operations L.P.
3.900%, 07/15/26

    424,000        410,406   

5.350%, 05/15/45

    670,000        646,992   

TransCanada PipeLines, Ltd.
1.875%, 01/12/18

    1,111,000        1,112,744   

2.500%, 08/01/22 (a)

    1,407,000        1,373,969   

4.625%, 03/01/34

    1,529,000        1,612,318   

Williams Partners L.P.
4.000%, 09/15/25 (a)

    3,350,000        3,312,410   
   

 

 

 
      28,454,231   
   

 

 

 
Real Estate Investment Trusts—0.2%  

American Tower Corp.
3.300%, 02/15/21

    1,342,000        1,357,285   

3.450%, 09/15/21 (a)

    1,554,000        1,574,106   

3.500%, 01/31/23

    397,000        398,201   

4.400%, 02/15/26

    264,000        269,769   

5.000%, 02/15/24

    391,000        420,975   

Crown Castle International Corp.
2.250%, 09/01/21 (a)

    2,481,000        2,400,236   

3.400%, 02/15/21 (a)

    668,000        677,854   

 

See accompanying notes to financial statements.

 

MSF-15


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Real Estate Investment Trusts—(Continued)  

Simon Property Group L.P.
4.250%, 10/01/44 (a)

    825,000     $ 814,049  
   

 

 

 
      7,912,475  
   

 

 

 
Retail—0.4%  

CVS Health Corp.
5.300%, 12/05/43

    843,000       955,191  

Home Depot, Inc. (The)
4.400%, 03/15/45

    493,000       525,388  

5.400%, 09/15/40

    677,000       806,739  

Lowe’s Cos., Inc.
4.250%, 09/15/44

    524,000       531,452  

4.375%, 09/15/45

    344,000       354,386  

Macy’s Retail Holdings, Inc.
4.500%, 12/15/34

    1,439,000       1,286,380  

McDonald’s Corp.
4.600%, 05/26/45

    135,000       139,395  

4.700%, 12/09/35 (a)

    433,000       458,078  

4.875%, 12/09/45

    510,000       546,248  

Punch Taverns Finance B, Ltd.
5.267%, 03/30/24 (GBP)

    94,864       110,555  

QVC, Inc.
3.125%, 04/01/19 (a)

    1,103,000       1,114,477  

5.125%, 07/02/22 (a)

    1,817,000       1,880,920  

Unique Pub Finance Co. plc (The)
5.659%, 06/30/27 (GBP)

    138,196       178,976  

Wal-Mart Stores, Inc.
4.000%, 04/11/43

    708,000       711,238  

Walgreens Boots Alliance, Inc.
4.650%, 06/01/46

    114,000       115,684  

4.800%, 11/18/44

    3,520,000       3,617,888  
   

 

 

 
      13,332,995  
   

 

 

 
Savings & Loans—0.1%  

Washington Mutual Bank
Zero Coupon, 05/01/09 (j)

    3,780,000       803,250  

Zero Coupon, 11/06/09 (j)

    2,190,000       465,375  

Zero Coupon, 06/16/10 (j)

    1,310,000       278,375  

Zero Coupon, 02/04/11 (j)

    1,247,000       264,987  

5.550%, 06/16/10

    250,000       53,125  
   

 

 

 
      1,865,112  
   

 

 

 
Semiconductors—0.4%  

Analog Devices, Inc.
3.900%, 12/15/25

    347,000       355,566  

5.300%, 12/15/45

    353,000       388,171  

Intel Corp.
4.100%, 05/19/46 (a)

    4,300,000       4,262,061  

Lam Research Corp.
2.800%, 06/15/21

    1,643,000       1,634,151  

QUALCOMM, Inc.
4.800%, 05/20/45

    6,481,000       6,925,785  
   

 

 

 
      13,565,734  
   

 

 

 
Software—0.6%  

Fidelity National Information Services, Inc.
3.625%, 10/15/20

    259,000     268,134  

Microsoft Corp.
3.500%, 02/12/35

    2,044,000       1,967,513  

3.700%, 08/08/46 (a)

    10,857,000       10,221,485  

3.750%, 02/12/45

    1,050,000       984,639  

4.450%, 11/03/45

    988,000       1,052,634  

Oracle Corp.
3.250%, 05/15/30 (a)

    2,792,000       2,720,807  

4.000%, 07/15/46

    5,104,000       4,881,956  

4.375%, 05/15/55

    939,000       933,948  

Veritas U.S., Inc. / Veritas Bermuda, Ltd.
7.500%, 02/01/23 (EUR)

    100,000       97,402  
   

 

 

 
      23,128,518  
   

 

 

 
Telecommunications—0.9%  

AT&T, Inc.
4.300%, 12/15/42

    2,302,000       2,060,693  

4.750%, 05/15/46

    1,863,000       1,765,042  

6.375%, 03/01/41

    1,032,000       1,188,467  

Cellnex Telecom S.A.
2.375%, 01/16/24 (EUR)

    100,000       104,117  

Digicel, Ltd.
6.000%, 04/15/21 (144A)

    477,000       431,432  

eircom Finance DAC
4.500%, 05/31/22 (EUR)

    100,000       110,266  

Juniper Networks, Inc.
3.300%, 06/15/20

    1,478,000       1,509,576  

Orange S.A.
4.000%, 10/01/21 (EUR) (d)

    150,000       166,595  

5.500%, 02/06/44 (a)

    1,256,000       1,442,647  

OTE plc
3.500%, 07/09/20 (EUR)

    100,000       107,318  

Rogers Communications, Inc.
5.000%, 03/15/44

    394,000       421,462  

Sprint Spectrum Co. LLC / Sprint Spectrum Co. II LLC / Sprint Spectrum Co. III LLC
3.360%, 09/20/21 (144A)

    8,012,000       8,026,982  

Telecom Italia S.p.A.
3.250%, 01/16/23 (EUR)

    200,000       221,806  

Telefonica Europe B.V.
5.000%, 03/31/20 (EUR) (d)

    100,000       109,081  

Verizon Communications, Inc.
3.850%, 11/01/42

    1,848,000       1,601,358  

4.125%, 08/15/46

    1,009,000       913,167  

4.400%, 11/01/34

    3,524,000       3,478,139  

4.862%, 08/21/46 (a)

    7,403,000       7,501,415  

5.050%, 03/15/34

    1,201,000       1,264,696  

Vodafone Group plc
4.375%, 02/19/43 (a)

    2,600,000       2,300,485  

Wind Acquisition Finance S.A.
4.000%, 07/15/20 (EUR)

    100,000       107,199  
   

 

 

 
      34,831,943  
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-16


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Transportation—0.4%  

Burlington Northern Santa Fe LLC
4.150%, 04/01/45

    758,000     $ 768,692  

4.700%, 09/01/45

    665,000       727,852  

CSX Corp.
4.250%, 11/01/66

    1,510,000       1,378,002  

FedEx Corp.
3.900%, 02/01/35

    219,000       210,290  

4.100%, 02/01/45

    1,295,000       1,212,560  

4.550%, 04/01/46

    1,393,000       1,403,739  

4.750%, 11/15/45 (a)

    3,205,000       3,319,332  

4.900%, 01/15/34 (a)

    190,000       202,532  

Norfolk Southern Corp.
4.450%, 06/15/45 (a)

    1,195,000       1,238,601  

6.000%, 05/23/11

    1,322,000       1,546,507  

Silk Bidco A/S
7.500%, 02/01/22 (EUR)

    100,000       111,297  

Union Pacific Corp.
3.375%, 02/01/35

    668,000       631,756  

3.875%, 02/01/55

    1,301,000       1,195,022  

4.050%, 11/15/45

    196,000       197,263  

Union Pacific Railroad Co. Pass-Through Trust
3.227%, 05/14/26

    1,716,206       1,692,900  
   

 

 

 
      15,836,345  
   

 

 

 
Trucking & Leasing—0.2%  

Aviation Capital Group Corp.
2.875%, 09/17/18 (144A)

    3,355,000       3,396,937  

GATX Corp.
2.600%, 03/30/20 (a)

    1,747,000       1,725,458  

Penske Truck Leasing Co. L.P. / PTL Finance Corp.
3.400%, 11/15/26 (144A) (a)

    3,274,000       3,132,475  
   

 

 

 
      8,254,870  
   

 

 

 

Total Corporate Bonds & Notes
(Cost $937,791,236)

      929,428,130  
   

 

 

 
Asset-Backed Securities—12.3%  
Asset-Backed - Credit Card—0.1%  

CHLUPA Trust
3.326%, 08/15/20 (144A)

    700,456       701,283  

World Financial Network Credit Card Master Trust
4.550%, 08/15/22

    1,600,000       1,624,747  
   

 

 

 
      2,326,030  
   

 

 

 
Asset-Backed - Home Equity—0.7%  

ACE Securities Corp. Home Equity Loan Trust
0.886%, 05/25/37 (d)

    1,299,983       416,782  

Bayview Financial Revolving Asset Trust
1.603%, 12/28/40 (144A) (d)

    743,095       603,939  

1.756%, 05/28/39 (144A) (d)

    8,849,990       6,258,912  
Asset-Backed - Home Equity—(Continued)  

Bayview Opportunity Master Fund Trust
1.106%, 04/25/37 (d)

    2,700,836     1,653,319  

Bear Stearns Asset-Backed Securities Trust
0.896%, 11/25/36 (d)

    2,334,835       2,010,848  

1.784%, 01/25/36 (d)

    311,515       296,963  

6.250%, 12/25/35

    3,101,897       2,706,411  

6.250%, 02/25/36

    3,677,541       2,792,827  

Citigroup Mortgage Loan Trust, Inc.
1.006%, 08/25/36 (d)

    1,810,000       1,405,293  

Countrywide Asset-Backed Certificates
1.076%, 10/25/36 (d)

    2,188,649       1,887,506  

Countrywide Home Equity Loan Trust
5.842%, 06/25/35

    739,709       741,191  

6.155%, 06/25/35

    472,105       441,999  

Home Equity Mortgage Loan Asset-Backed Trust
2.781%, 07/25/34 (d)

    342,613       323,056  

Home Equity Mortgage Trust
5.867%, 07/25/36

    888,694       377,300  

Home Loan Mortgage Loan Trust
1.064%, 04/15/36 (d)

    1,188,319       1,074,079  

JPMorgan Mortgage Acquisition Trust
6.000%, 07/25/36

    360,792       197,139  

6.410%, 07/25/36

    489,241       267,162  

MASTR Asset-Backed Securities Trust
1.016%, 06/25/36 (144A) (d)

    665,000       437,121  

1.036%, 05/25/37 (d)

    621,846       372,807  

Nationstar Home Equity Loan Trust
0.936%, 06/25/37 (d)

    180,000       169,738  
   

 

 

 
      24,434,392  
   

 

 

 
Asset-Backed - Manufactured Housing—0.4%  

Bank of America Manufactured Housing Contract Trust
7.930%, 12/10/25 (d)

    4,000,000       3,625,108  

BCMSC Trust
7.575%, 06/15/30 (d)

    1,272,962       591,043  

7.830%, 06/15/30 (d)

    1,181,324       566,882  

8.290%, 06/15/30 (d)

    2,023,160       1,027,658  

Conseco Finance Securitizations Corp.
7.960%, 05/01/31

    1,036,684       745,791  

7.970%, 05/01/32

    2,347,898       1,332,610  

8.200%, 05/01/31

    1,894,302       1,396,117  

Conseco Financial Corp.
6.280%, 09/01/30

    724,221       761,820  

7.500%, 03/01/30 (d)

    536,277       437,648  

7.860%, 03/01/30 (d)

    733,440       616,850  

Credit Suisse First Boston Mortgage Securities Corp.
8.100%, 09/25/31 (d)

    720,000       791,410  

Greenpoint Manufactured Housing
8.290%, 12/15/29 (d)

    440,000       476,993  

9.230%, 12/15/29 (d)

    626,055       555,401  

Lehman ABS Manufactured Housing Contract Trust
Zero Coupon, 04/15/40 (d)

    2,430,000       2,614,006  

Oakwood Mortgage Investors, Inc.
6.930%, 09/15/31 (d)

    324,726       294,694  

 

See accompanying notes to financial statements.

 

MSF-17


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Asset-Backed Securities—(Continued)

 

Security Description   Principal
Amount*
    Value  
Asset-Backed - Manufactured Housing—(Continued)  

Origen Manufactured Housing Contract Trust
7.820%, 03/15/32 (d)

    358,724     $ 355,700  
   

 

 

 
      16,189,731  
   

 

 

 
Asset-Backed - Other—9.8%  

ACAS CLO, Ltd.
3.082%, 10/25/25 (144A) (d)

    500,000       500,078  

3.317%, 09/20/23 (144A) (d)

    2,290,000       2,289,835  

Adirondack Park CLO, Ltd.
2.880%, 04/15/24 (144A) (d)

    500,000       500,272  

Ajax Mortgage Loan Trust
4.000%, 10/25/57 (144A)

    986,670       988,763  

4.000%, 09/25/65 (144A)

    1,375,904       1,373,132  

ALM, Ltd.
2.320%, 07/28/26 (144A) (d)

    2,690,000       2,689,989  

3.032%, 10/18/27 (144A) (d)

    900,000       901,754  

3.840%, 07/28/26 (144A) (d)

    514,000       514,191  

4.130%, 04/16/27 (144A) (d)

    625,000       626,486  

American Homes 4 Rent
1.736%, 06/17/31 (144A) (d)

    475,994       474,306  

American Money Management Corp.
4.480%, 01/15/22 (144A) (d)

    1,060,000       1,063,442  

AMMC CLO, Ltd.
2.507%, 05/26/28 (144A) (d)

    2,180,000       2,187,235  

2.782%, 05/10/25 (144A) (d)

    738,000       738,148  

3.202%, 11/15/27 (144A) (d)

    620,000       621,481  

Anchorage Capital CLO, Ltd.
2.068%, 07/13/25 (144A) (d)

    835,000       834,176  

2.628%, 07/13/25 (144A) (d)

    550,000       546,996  

2.908%, 04/28/26 (144A) (d)

    710,000       709,991  

3.508%, 04/28/26 (144A) (d)

    250,000       249,996  

3.578%, 07/13/25 (144A) (d)

    590,000       590,537  

Apidos CLO
1.980%, 04/15/25 (144A) (d)

    3,204,000       3,189,704  

2.241%, 01/16/27 (144A) (d)

    750,000       750,000  

2.328%, 01/19/25 (144A) (d)

    600,000       600,742  

2.730%, 07/15/23 (144A) (d)

    2,065,000       2,048,589  

Arbor Realty Collateralized Loan Obligation, Ltd.
2.454%, 09/15/25 (144A) (d)

    940,000       941,175  

Arbor Realty Commercial Real Estate Notes, Ltd.
2.238%, 09/15/26 (144A) (d)

    1,590,000       1,593,027  

Ares CLO, Ltd.
2.630%, 01/17/24 (144A) (d)

    2,990,000       2,989,982  

3.380%, 01/17/24 (144A) (d)

    870,000       868,203  

Atlas Senior Loan Fund CLO, Ltd.
2.298%, 07/16/26 (144A) (d)

    700,000       699,647  

Atlas Senior Loan Fund, Ltd.
2.406%, 02/17/26 (144A) (d)

    2,920,000       2,920,873  

2.868%, 07/16/26 (144A) (d)

    1,010,000       1,009,993  

3.406%, 08/15/24 (144A) (d)

    410,000       403,148  

Atrium XII
3.932%, 10/22/26 (144A) (d)

    369,000       370,840  

B2R Mortgage Trust
2.524%, 05/15/48 (144A)

    616,139       610,293  

3.336%, 11/15/48 (144A)

    611,287       617,017  
Asset-Backed - Other—(Continued)  

Babson CLO, Ltd.
2.880%, 04/15/22 (144A) (d)

    500,000     500,419  

3.380%, 04/15/22 (144A) (d)

    500,000       500,136  

Battalion CLO, Ltd.
2.282%, 10/22/25 (144A) (d)

    5,205,000       5,205,177  

Bayview Opportunity Master Fund Trust
3.475%, 07/28/31 (144A)

    2,150,600       2,138,010  

3.598%, 09/29/31 (144A)

    6,116,547       6,093,709  

3.623%, 04/28/30 (144A)

    395,791       396,639  

Benefit Street Partners CLO, Ltd.
2.080%, 07/15/24 (144A) (d)

    2,240,000       2,234,931  

3.131%, 01/20/28 (144A) (d)

    2,010,000       2,017,302  

3.132%, 10/15/25 (144A) (d)

    3,000,000       2,988,405  

Betony CLO, Ltd.
3.756%, 04/15/27 (144A) (d)

    520,000       518,700  

BlueMountain CLO, Ltd.
1.371%, 07/15/18 (144A) (d)

    500,000       496,161  

2.380%, 04/15/25 (144A) (d)

    3,130,000       3,130,955  

3.431%, 07/20/23 (144A) (d)

    250,000       250,081  

C-BASS Trust
0.754%, 04/25/37 (d)

    498,872       365,713  

0.866%, 11/25/36 (d)

    555,259       318,550  

0.916%, 10/25/36 (d)

    324,039       217,704  

0.986%, 11/25/36 (d)

    93,745       54,872  

3.869%, 01/25/37

    2,716,603       1,150,222  

Canyon Capital CLO, Ltd.
1.213%, 12/15/20 (144A) (d)

    509,573       503,079  

Carlyle Global Market Strategies CLO, Ltd.
2.330%, 01/20/29 (144A) (d)

    7,485,000       7,506,063  

2.981%, 07/20/23 (144A) (d)

    1,230,000       1,230,041  

3.530%, 07/15/25 (144A) (d)

    270,000       270,111  

3.630%, 04/17/25 (144A) (d)

    760,000       760,000  

Carrington Mortgage Loan Trust
0.816%, 01/25/37 (d)

    209,946       167,491  

0.876%, 10/25/36 (d)

    598,779       366,644  

0.906%, 06/25/37 (d)

    624,808       578,627  

0.916%, 10/25/36 (d)

    720,611       495,076  

0.976%, 12/25/36 (d)

    730,000       423,161  

0.996%, 08/25/36 (d)

    4,800,000       2,868,033  

Catamaran CLO, Ltd.
2.870%, 12/20/23 (144A) (d)

    1,170,000       1,170,000  

Cedar Funding V CLO, Ltd.
2.243%, 07/17/28 (144A) (d)

    770,000       771,802  

Chase Funding Trust
6.333%, 04/25/32

    563,630       571,356  

CIFC Funding, Ltd.
2.091%, 01/22/27 (144A) (d)

    610,000       608,658  

2.258%, 01/17/27 (144A) (d)

    7,295,000       7,294,971  

2.410%, 05/24/26 (144A) (d)

    4,284,000       4,293,690  

2.780%, 04/16/25 (144A) (d)

    1,920,000       1,920,021  

2.787%, 11/27/24 (144A) (d)

    1,270,000       1,269,983  

2.882%, 07/22/26 (144A) (d)

    290,000       290,019  

3.379%, 08/14/24 (144A) (d)

    200,000       200,055  

3.558%, 01/17/27 (144A) (d)

    290,000       289,997  

3.582%, 01/29/25 (144A) (d)

    570,000       569,990  

3.682%, 07/22/26 (144A) (d)

    470,000       470,062  

 

See accompanying notes to financial statements.

 

MSF-18


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Asset-Backed Securities—(Continued)

 

Security Description   Principal
Amount*
    Value  
Asset-Backed - Other—(Continued)  

Colony American Homes
1.936%, 07/17/32 (144A) (d)

    1,691,520     $ 1,693,507  

Countrywide Asset-Backed Certificates
0.916%, 01/25/46 (d)

    2,849,940       2,697,334  

0.976%, 12/25/25 (d)

    126,157       127,667  

Countrywide Asset-Backed Certificates Trust
0.744%, 09/25/46 (d)

    176,228       164,584  

Countrywide Revolving Home Equity Loan Resecuritization Trust
1.004%, 12/15/33 (144A) (d)

    909,884       782,462  

Countrywide Revolving Home Equity Loan Trust
0.884%, 05/15/35 (d)

    702,666       604,763  

Credit-Based Asset Servicing & Securitization LLC
3.503%, 12/25/36

    271,459       201,514  

DCP Rights LLC
5.463%, 10/25/44 (144A)

    6,881,180       7,012,590  

Dryden Senior Loan Fund
2.006%, 08/15/25 (144A) (d)

    1,035,000       1,029,798  

2.054%, 01/15/25 (144A) (d)

    610,000       609,998  

3.354%, 01/15/25 (144A) (d)

    330,000       330,278  

Finn Square CLO, Ltd.
2.207%, 12/24/23 (144A) (d)

    434,000       434,008  

2.697%, 12/24/23 (144A) (d)

    370,000       369,999  

First Franklin Mortgage Loan Trust
0.916%, 04/25/36 (d)

    609,564       533,547  

0.966%, 12/25/36 (d)

    11,627,392       7,111,371  

Flatiron CLO, Ltd.
4.253%, 10/25/21 (144A) (d)

    790,000       789,990  

Fraser Sullivan CLO, Ltd.
3.381%, 04/20/23 (144A) (d)

    1,150,000       1,146,671  

GE-WMC Asset-Backed Pass-Through Certificates
1.006%, 12/25/35 (d)

    311,744       296,633  

GoldenTree Loan Opportunities, Ltd.
1.629%, 08/18/22 (144A) (d)

    700,000       693,740  

GT Loan Financing, Ltd.
2.160%, 10/28/24 (144A) (d)

    5,670,000       5,670,238  

Highbridge Loan Management, Ltd.
2.531%, 09/20/22 (144A) (d)

    1,720,000       1,721,214  

Invitation Homes Trust
1.836%, 09/17/31 (144A) (d)

    2,792,157       2,788,571  

2.036%, 08/17/32 (144A) (d)

    2,076,055       2,081,168  

2.936%, 09/17/31 (144A) (d)

    670,000       671,969  

3.736%, 12/17/31 (144A) (d)

    470,000       469,999  

KKR Financial CLO, Ltd.
2.030%, 07/15/25 (144A) (d)

    4,895,000       4,890,859  

Knollwood CDO, Ltd.
4.076%, 01/10/39 (144A) (d) (k)

    809,910       8  

LCM L.P.
3.028%, 04/19/22 (144A) (d)

    940,000       940,102  

3.181%, 04/20/27 (144A) (d)

    990,000       991,139  

4.030%, 08/25/24 (144A) (d)

    430,000       430,336  

4.031%, 04/20/27 (144A) (d)

    250,000       250,474  

Lehman ABS Mortgage Loan Trust
0.846%, 06/25/37 (144A) (d)

    245,031       150,162  
Asset-Backed - Other—(Continued)  

Lime Street CLO, Ltd.
1.547%, 06/20/21 (144A) (d)

    500,000     486,983  

Litigation Fee Residual Funding LLC
3.500%, 10/30/27

    3,619,014       3,643,894  

Long Beach Mortgage Loan Trust
0.916%, 11/25/36 (d)

    3,133,453       1,406,054  

0.946%, 03/25/46 (d)

    2,945,709       1,336,374  

0.976%, 02/25/36 (d)

    2,815,304       2,459,396  

0.976%, 11/25/36 (d)

    922,027       417,400  

1.046%, 03/25/46 (d)

    869,678       401,342  

Madison Park Funding, Ltd.
2.332%, 10/23/25 (144A) (d)

    616,000       606,826  

Merrill Lynch First Franklin Mortgage Loan Trust
0.996%, 05/25/37 (d)

    12,108,115       7,220,287  

Morgan Stanley IXIS Real Estate Capital Trust
0.866%, 11/25/36 (d)

    544,124       245,329  

Mountain Hawk CLO, Ltd.
3.061%, 01/20/24 (144A) (d)

    1,250,000       1,250,031  

Muir Woods CLO, Ltd.
4.709%, 09/14/23 (144A) (d)

    520,000       520,485  

Neuberger Berman CLO, Ltd.
3.050%, 04/15/26 (144A) (d)

    775,000       775,801  

3.182%, 01/23/24 (144A) (d)

    3,945,000       3,945,552  

Nomura Asset Acceptance Corp. Alternative Loan Trust
1.156%, 10/25/36 (144A) (d)

    518,157       471,673  

Northwoods Capital, Ltd.
2.302%, 01/18/24 (144A) (d)

    5,070,000       5,070,213  

Oaktree EIF, Ltd.
3.206%, 11/15/25 (144A) (d)

    1,195,000       1,195,116  

OCP CLO, Ltd.
2.410%, 04/17/27 (144A) (d)

    1,220,000       1,220,536  

2.456%, 10/18/28 (144A) (d)

    540,000       541,119  

Octagon Investment Partners, Ltd.
2.000%, 07/17/25 (144A) (d)

    5,600,000       5,594,630  

2.212%, 10/25/25 (144A) (d)

    500,000       500,003  

2.610%, 10/25/25 (144A) (d)

    2,920,000       2,920,499  

OHA Credit Partners, Ltd.
2.001%, 04/20/25 (144A) (d)

    590,000       589,428  

OHA Loan Funding, Ltd.
2.190%, 08/23/24 (144A) (d)

    5,670,000       5,670,108  

OneMain Financial Issuance Trust
2.430%, 06/18/24 (144A)

    1,436,288       1,436,360  

3.020%, 09/18/24 (144A)

    2,000,000       1,999,191  

3.240%, 06/18/24 (144A)

    910,000       913,672  

4.320%, 07/18/25 (144A)

    3,100,000       3,057,369  

5.310%, 09/18/24 (144A)

    500,000       502,138  

OZLM Funding, Ltd.
2.032%, 07/22/25 (144A) (d)

    9,625,000       9,613,893  

2.308%, 10/30/27 (144A) (d)

    12,103,000       12,161,470  

3.700%, 01/22/29 (144A) (d)

    3,950,000       3,949,980  

OZLM, Ltd.
2.406%, 01/20/29 (144A) (d)

    1,950,000       1,950,000  

2.866%, 01/20/29 (144A) (d)

    810,000       810,000  

2.930%, 07/17/26 (144A) (d)

    1,250,000       1,256,762  

3.780%, 04/17/26 (144A) (d)

    960,000       960,132  

 

See accompanying notes to financial statements.

 

MSF-19


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Asset-Backed Securities—(Continued)

 

Security Description   Principal
Amount*
    Value  
Asset-Backed - Other—(Continued)  

Palmer Square CLO, Ltd.
3.930%, 10/17/25 (144A) (d)

    360,000     $ 360,026  

PFS Tax Lien Trust
1.440%, 05/15/29 (144A)

    1,605,519       1,594,750  

Pretium Mortgage Credit Partners LLC
3.500%, 10/27/31 (144A)

    1,690,258       1,682,845  

4.375%, 11/27/30 (144A)

    1,927,042       1,942,645  

4.375%, 05/27/31 (144A)

    2,434,126       2,456,873  

Progress Residential Trust
2.236%, 09/17/33 (144A) (d)

    1,127,351       1,137,183  

2.740%, 06/12/32 (144A)

    1,118,979       1,111,514  

4.090%, 01/17/34 (144A) (d)

    650,000       647,128  

4.586%, 09/17/33 (144A) (d)

    1,190,000       1,211,071  

6.643%, 11/12/32 (144A)

    250,000       254,701  

Race Point CLO, Ltd.
2.161%, 02/20/25 (144A) (d)

    1,635,000       1,634,209  

2.390%, 04/15/27 (144A) (d)

    720,000       721,676  

2.650%, 11/08/24 (144A) (d)

    1,300,000       1,299,975  

3.187%, 12/15/22 (144A) (d)

    490,000       490,831  

RCO Mortgage LLC
4.256%, 11/25/45 (144A) (d)

    624,647       622,405  

SG Mortgage Securities Trust
0.966%, 10/25/36 (d)

    570,000       361,196  

Shackleton CLO, Ltd.
2.704%, 10/20/23 (144A) (d)

    830,000       829,994  

3.504%, 10/20/23 (144A) (d)

    500,000       499,994  

Silvermore CLO, Ltd.
2.356%, 05/15/26 (144A) (d)

    6,462,680       6,431,498  

Sound Point CLO, Ltd.
2.084%, 04/26/25 (144A) (d)

    500,000       499,863  

2.241%, 10/20/26 (144A) (d)

    250,000       249,591  

2.251%, 01/21/26 (144A) (d)

    2,185,000       2,184,812  

2.411%, 01/23/29 (144A) (d)

    3,080,000       3,083,625  

2.541%, 10/20/28 (144A) (d)

    1,240,000       1,244,381  

Soundview Home Loan Trust
1.551%, 01/25/35 (d)

    86,964       82,351  

SpringCastle America Funding LLC
3.050%, 04/25/29 (144A)

    4,263,998       4,285,318  

Springleaf Funding Trust
3.620%, 11/15/24 (144A)

    2,062,000       2,062,609  

Stanwich Mortgage Loan Co. LLC
3.721%, 08/16/46 (144A)

    1,363,537       1,365,228  

Sunset Mortgage Loan Co. LLC
3.721%, 11/16/44 (144A)

    731,484       730,570  

SWAY Residential Trust
2.036%, 01/17/32 (144A) (d)

    6,002,691       6,006,585  

Symphony CLO, Ltd.
2.180%, 10/15/25 (144A) (d)

    8,810,000       8,803,859  

3.080%, 01/17/25 (144A) (d)

    360,000       360,058  

3.080%, 10/17/26 (144A) (d)

    6,170,000       6,170,574  

3.630%, 10/15/25 (144A) (d)

    1,560,000       1,561,343  

TICP CLO, Ltd.
2.421%, 01/20/27 (144A) (d)

    1,290,000       1,290,155  

3.231%, 01/20/27 (144A) (d)

    340,000       340,011  

Tricon American Homes Trust
1.986%, 05/17/32 (144A) (d)

    727,649       724,069  
Asset-Backed - Other—(Continued)  

Trimaran CLO, Ltd.
1.633%, 06/15/21 (144A) (d)

    230,000     226,696  

U.S. Residential Opportunity Fund Trust
3.475%, 07/27/36 (144A)

    9,304,241       9,260,454  

3.475%, 08/27/36 (144A)

    14,713,068       14,643,296  

3.598%, 10/27/36 (144A)

    8,143,838       8,114,534  

Venture CLO, Ltd.
2.333%, 01/15/27 (144A) (d)

    890,000       889,555  

2.860%, 07/20/22 (144A) (d)

    3,200,000       3,199,974  

2.880%, 04/15/26 (144A) (d)

    450,000       450,187  

2.980%, 07/15/26 (144A) (d)

    490,000       490,342  

Vericrest Opportunity Loan Trust LLC
3.500%, 09/25/46 (144A)

    435,247       434,091  

3.844%, 06/25/46 (144A)

    6,893,533       6,903,355  

Vibrant CLO, Ltd.
2.386%, 04/20/26 (144A) (d)

    570,000       570,000  

2.546%, 01/20/29 (144A) (d)

    1,020,000       1,020,000  

2.956%, 04/20/26 (144A) (d)

    290,000       290,000  

Voya CLO, Ltd.
2.032%, 04/25/25 (144A) (d)

    1,780,000       1,778,717  

2.332%, 01/18/26 (144A) (d)

    3,140,000       3,140,597  

2.682%, 01/18/26 (144A) (d)

    1,285,000       1,282,245  

2.830%, 10/15/22 (144A) (d)

    1,670,000       1,667,438  

Washington Mutural Asset-Backed Certificates Trust
0.911%, 10/25/36 (d)

    1,083,239       792,926  

0.936%, 09/25/36 (d)

    2,554,628       1,160,319  

WestVue Mortgage Loan Trust
4.500%, 09/25/20 (144A)

    731,383       737,617  

Wind River CLO, Ltd.
2.330%, 07/15/26 (144A) (d)

    2,080,000       2,077,369  

Ziggurat CLO, Ltd.
2.460%, 10/17/26 (144A) (d)

    12,105,000       12,105,351  
   

 

 

 
      373,837,975  
   

 

 

 
Asset-Backed - Student Loan—1.3%  

Navient Private Education Loan Trust
1.904%, 12/15/28 (144A) (d)

    830,000       837,915  

2.404%, 11/15/30 (144A) (d)

    2,507,000       2,574,345  

2.454%, 10/17/44 (144A) (d)

    4,595,000       4,361,510  

2.650%, 12/15/28 (144A)

    880,000       879,644  

3.500%, 12/16/58 (144A) (d)

    970,000       867,296  

Scholar Funding Trust
1.406%, 01/30/45 (144A) (d)

    7,422,678       7,090,170  

1.790%, 10/28/43 (144A) (d)

    1,068,761       1,031,654  

SLM Private Credit Student Loan Trust
1.133%, 03/15/23 (d)

    279,810       278,763  

1.163%, 06/15/21 (d)

    382,766       382,191  

1.293%, 03/15/24 (d)

    4,800,000       4,617,647  

SLM Private Education Loan Trust
1.554%, 02/15/22 (144A) (d)

    247,925       248,020  

2.104%, 10/15/31 (144A) (d)

    3,740,000       3,782,865  

2.500%, 03/15/47 (144A)

    720,000       690,448  

2.954%, 06/16/42 (144A) (d)

    3,271,000       3,403,260  

3.000%, 05/16/44 (144A)

    970,000       937,881  

 

See accompanying notes to financial statements.

 

MSF-20


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Asset-Backed Securities—(Continued)

 

Security Description   Principal
Amount*
    Value  
Asset-Backed - Student Loan—(Continued)  

SMB Private Education Loan Trust
1.904%, 07/15/27 (144A) (d)

    930,000     $ 943,777  

SMB Private Education Loan Trust

   

2.104%, 07/15/27 (144A) (d)

    420,000       427,292  

2.154%, 02/17/32 (144A) (d)

    2,090,000       2,139,989  

2.204%, 05/15/31 (144A) (d)

    2,440,000       2,503,555  

2.204%, 04/15/32 (144A) (d)

    730,000       744,115  

2.430%, 02/17/32 (144A)

    1,556,000       1,522,464  

2.454%, 05/17/32 (144A) (d)

    3,490,000       3,616,011  

2.490%, 06/15/27 (144A)

    1,210,000       1,196,470  

2.700%, 05/15/31 (144A)

    1,225,000       1,216,190  

3.500%, 12/17/40 (144A)

    2,090,000       1,874,184  

SoFi Professional Loan Program LLC
2.340%, 04/25/33 (144A)

    470,000       460,392  

2.360%, 12/27/32 (144A)

    770,000       758,348  
   

 

 

 
      49,386,396  
   

 

 

 

Total Asset-Backed Securities
(Cost $463,028,138)

      466,174,524  
   

 

 

 
Mortgage-Backed Securities—6.5%  
Collateralized Mortgage Obligations—2.5%  

Ajax Mortgage Loan Trust
4.250%, 08/25/64 (144A)

    1,858,128       1,858,712  

American Home Mortgage Assets Trust
1.487%, 11/25/46 (d)

    341,443       176,684  

1.507%, 10/25/46 (d)

    661,091       524,372  

Angel Oak Mortgage Trust LLC
3.500%, 07/25/46 (144A)

    1,203,013       1,195,625  

4.500%, 11/25/45 (144A)

    460,391       463,057  

APS Resecuritization Trust
1.993%, 04/27/47 (144A) (d)

    1,144,428       1,131,599  

2.855%, 09/27/46 (144A) (d)

    3,906,494       3,885,563  

Banc of America Alternative Loan Trust
5.500%, 10/25/35

    1,808,281       1,762,456  

COLT Funding LLC
3.756%, 12/26/45 (144A) (d)

    797,917       791,880  

Countrywide Alternative Loan Trust
0.896%, 04/25/47 (d)

    1,061,163       871,557  

0.896%, 05/25/47 (d)

    3,679,877       3,094,621  

0.929%, 03/20/47 (d)

    2,317,438       1,596,739  

0.939%, 07/20/46 (d)

    4,218,724       2,180,131  

0.946%, 10/25/46 (d)

    1,535,923       1,304,730  

0.966%, 07/25/46 (d)

    1,866,759       1,559,439  

1.056%, 01/25/36 (d)

    870,883       745,442  

2.297%, 11/25/46 (d)

    4,309,244       3,500,706  

5.500%, 04/25/37

    1,185,376       976,968  

6.000%, 05/25/37

    4,197,049       3,021,491  

Countrywide Home Loan Mortgage Pass-Through Trust
1.527%, 04/25/46 (d)

    4,551,547       2,185,339  

Credit Suisse Mortgage Capital Certificates
0.764%, 03/27/36 (144A) (d)

    2,881,250       1,736,682  
Collateralized Mortgage Obligations—(Continued)  

Credit Suisse Mortgage Capital Certificates

   

0.782%, 02/27/36 (144A) (d)

    895,000     740,081  

3.194%, 08/27/46 (144A) (d)

    3,100,141       3,039,197  

Deephaven Residential Mortgage Trust
4.000%, 07/25/46 (144A)

    1,973,061       1,970,324  

Deutsche ALT-A Securities Mortgage Loan Trust
0.906%, 12/25/36 (d)

    4,075,788       3,303,407  

Deutsche ALT-A Securities, Inc. Alternate Loan Trust
1.256%, 01/27/37 (144A) (d)

    431,270       1,163,500  

Fannie Mae Connecticut Avenue Securities
5.006%, 04/25/29 (d)

    1,620,000       1,672,974  

6.006%, 10/25/23 (d)

    7,415,000       8,162,545  

Freddie Mac Structured Agency Credit Risk Debt Notes
4.556%, 03/25/29 (d)

    1,310,000       1,312,486  

4.606%, 03/25/29 (d)

    1,400,000       1,399,998  

GreenPoint Mortgage Funding Trust
2.567%, 03/25/36 (d)

    258,862       215,311  

GSMPS Mortgage Loan Trust
1.106%, 01/25/35 (144A) (d)

    840,151       723,971  

1.106%, 03/25/35 (144A) (d)

    1,034,722       914,897  

1.106%, 01/25/36 (144A) (d)

    773,604       646,083  

GSR Mortgage Loan Trust
6.000%, 07/25/37

    1,202,057       1,084,660  

JPMorgan Alternative Loan Trust
0.966%, 03/25/37 (d)

    1,798,051       1,300,450  

3.225%, 05/25/37 (d)

    464,466       385,772  

JPMorgan Mortgage Trust
6.500%, 08/25/36

    408,597       333,065  

LSTAR Securities Investment Trust
2.617%, 03/01/20 (144A) (d)

    1,879,983       1,877,527  

3.617%, 11/01/21 (144A) (d)

    4,851,996       4,798,142  

LSTAR Securities Investment, Ltd.
2.533%, 03/01/21 (144A) (d)

    5,342,585       5,251,227  

2.617%, 11/01/20 (144A) (d)

    658,424       653,486  

2.617%, 09/01/21 (144A) (d)

    6,406,838       6,328,755  

4.117%, 11/01/20 (144A) (d)

    350,000       347,375  

MASTR Resecuritization Trust
0.969%, 08/25/37 (144A) (d)

    725,774       534,363  

Merrill Lynch Mortgage Investors Trust
3.040%, 05/25/36 (d)

    2,439,602       2,000,654  

Morgan Stanley Resecuritization Trust
1.291%, 06/26/47 (144A) (d)

    542,306       494,135  

Mortgage Loan Resecuritization Trust
0.957%, 04/16/36 (144A) (d)

    4,666,946       3,863,824  

Nomura Asset Acceptance Corp. Alternative Loan Trust
6.634%, 05/25/36

    298,619       131,218  

Nomura Resecuritization Trust
1.112%, 11/26/35 (144A) (d)

    710,000       637,314  

Residential Accredit Loans, Inc. Trust
0.916%, 02/25/37 (d)

    423,418       347,677  

0.946%, 07/25/37 (d)

    1,106,056       946,087  

Structured Adjustable Rate Mortgage Loan Trust
3.043%, 04/25/47 (d)

    1,712,347       1,307,096  

 

See accompanying notes to financial statements.

 

MSF-21


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Mortgage-Backed Securities—(Continued)

 

Security Description   Principal
Amount*
    Value  
Collateralized Mortgage Obligations—(Continued)  

Structured Asset Mortgage Investments Trust
0.946%, 06/25/36 (d)

    1,178,613     $ 936,012  

0.966%, 05/25/46 (d)

    360,369       270,187  

0.986%, 02/25/36 (d)

    2,705,234       2,096,938  

Structured Asset Securities Corp. Mortgage Loan Trust
6.000%, 10/25/36 (144A)

    717,324       623,347  

Wedgewood Real Estate Trust
3.450%, 07/15/46 (144A) (d)

    7,644       7,646  

Wells Fargo Mortgage-Backed Securities Trust
3.029%, 07/25/36 (d)

    304,541       299,429  
   

 

 

 
      96,684,953  
   

 

 

 
Commercial Mortgage-Backed Securities—4.0%  

BAMLL Commercial Mortgage Securities Trust
1.754%, 09/15/26 (144A) (d)

    499,000       499,213  

3.304%, 09/15/26 (144A) (d)

    260,000       259,552  

3.596%, 04/14/33 (144A) (d)

    850,000       774,194  

3.606%, 08/14/34 (144A) (d)

    2,470,000       2,104,934  

4.204%, 09/15/26 (144A) (d)

    947,000       943,081  

Banc of America Commercial Mortgage Trust
5.451%, 01/15/49

    18,133       18,123  

5.482%, 01/15/49 (d)

    630,000       629,129  

5.549%, 06/10/49 (d)

    2,884,533       2,914,914  

5.648%, 04/10/49 (d)

    470,000       471,345  

5.772%, 02/10/51 (d)

    2,590,000       2,637,795  

Bayview Commercial Asset Trust
1.056%, 10/25/36 (144A) (d)

    340,227       281,627  

1.116%, 04/25/36 (144A) (d)

    234,015       203,209  

1.206%, 09/25/37 (144A) (d)

    877,399       734,424  

1.756%, 10/25/37 (144A) (d)

    244,239       228,002  

3.506%, 07/25/38 (144A) (d)

    743,401       764,007  

BB-UBS Trust
0.596%, 11/05/36 (144A) (d) (e)

    85,480,000       3,609,179  

4.026%, 11/05/36 (144A) (d)

    330,000       319,961  

Bear Stearns Commercial Mortgage Securities Trust
1.370%, 06/11/50 (144A) (d)

    560,000       551,008  

5.317%, 02/11/44

    3,351,256       3,355,270  

5.711%, 06/11/40 (d)

    1,281,000       1,297,763  

BHMS Mortgage Trust
2.135%, 07/05/33 (144A) (d)

    3,305,000       3,308,102  

BWAY Mortgage Trust
3.446%, 03/10/33 (144A)

    1,495,000       1,464,183  

3.454%, 03/10/33 (144A)

    2,120,000       2,154,868  

3.633%, 03/10/33 (144A)

    600,000       582,809  

3.927%, 03/10/33 (144A) (d)

    1,210,000       1,131,349  

CCRESG Commercial Mortgage Trust
5.488%, 04/10/29 (144A) (d)

    230,000       225,604  

CD Mortgage Trust
5.648%, 10/15/48

    503,114       506,099  

6.116%, 11/15/44 (d)

    2,530,500       2,610,129  

CDGJ Commercial Mortgage Trust
2.104%, 12/15/27 (144A) (d)

    3,484,536       3,495,472  
Commercial Mortgage-Backed Securities—(Continued)  

CFCRE Commercial Mortgage Trust
0.731%, 05/10/58 (d) (e)

    2,370,000     130,418  

1.770%, 05/10/58 (d) (e)

    4,260,868       494,065  

3.283%, 05/10/58

    330,000       326,929  

CGGS Commerical Mortgage Trust
4.204%, 02/15/33 (144A) (d)

    1,513,001       1,523,793  

5.454%, 02/15/33 (144A) (d)

    1,862,496       1,872,507  

Citigroup Commercial Mortgage Trust
1.234%, 10/10/47 (144A) (d) (e)

    1,140,000       82,846  

2.788%, 04/10/49 (144A)

    560,000       375,565  

3.518%, 05/10/35 (144A) (d)

    130,000       122,435  

3.520%, 09/10/31 (144A)

    130,000       125,662  

4.509%, 09/10/31 (144A)

    250,000       242,877  

COBALT CMBS Commercial Mortgage Trust
5.761%, 05/15/46 (d)

    2,457,000       2,489,466  

Commercial Mortgage Pass-Through Certificates Mortgage Trust
0.060%, 02/10/35 (144A) (d) (e)

    60,958,000       435,850  

1.354%, 12/10/49 (144A) (d)

    640,000       624,485  

1.469%, 03/10/46 (d) (e)

    37,687,685       1,447,132  

1.683%, 01/10/46 (d) (e)

    35,824,543       1,976,211  

2.361%, 02/13/32 (144A) (d)

    1,280,000       1,280,000  

2.930%, 02/13/32 (144A) (d)

    550,000       547,294  

3.179%, 10/10/36 (144A) (d)

    270,000       241,051  

3.930%, 02/13/32 (144A) (d)

    250,000       248,563  

4.312%, 07/10/48 (d)

    1,600,000       1,426,232  

4.417%, 12/10/47 (d)

    420,000       416,989  

4.547%, 08/10/48 (d)

    2,170,000       2,128,441  

4.737%, 07/15/47 (d)

    1,280,000       1,306,002  

5.543%, 12/11/49 (144A) (d)

    2,690,000       2,698,594  

Commercial Mortgage Trust
3.611%, 08/10/49 (144A) (d)

    1,340,000       1,388,396  

3.685%, 05/10/48 (144A) (d)

    430,000       401,405  

4.353%, 08/10/30 (144A)

    375,000       405,812  

Core Industrial Trust
3.077%, 02/10/34 (144A)

    1,990,000       2,029,145  

Cosmopolitan Hotel Trust
2.104%, 11/15/33 (144A) (d)

    2,080,000       2,090,426  

Countrywide Commercial Mortgage Trust
6.095%, 11/12/43 (144A) (d)

    484,495       489,759  

Credit Suisse First Boston Mortgage Securities Corp.
5.234%, 10/15/39 (144A) (d)

    250,000       260,578  

Credit Suisse Mortgage Capital Certificates Trust
2.304%, 11/15/33 (144A) (d)

    290,000       290,429  

3.795%, 12/15/49

    690,000       709,535  

CSAIL Commercial Mortgage Trust
1.816%, 01/15/49 (d) (e)

    4,490,900       516,843  

3.800%, 04/15/50 (144A) (d)

    130,000       106,228  

4.360%, 08/15/48 (d)

    340,000       330,920  

DBJPM Mortgage Trust
3.495%, 09/10/49 (144A) (d)

    1,800,000       1,374,777  

DBRR Trust
1.636%, 12/18/49 (144A) (d)

    219,353       219,147  

5.525%, 06/17/49 (144A) (d)

    3,071,386       3,082,685  

 

See accompanying notes to financial statements.

 

MSF-22


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Mortgage-Backed Securities—(Continued)

 

Security Description   Principal
Amount*
    Value  
Commercial Mortgage-Backed Securities—(Continued)  

Eleven Madison Trust Mortgage Trust
3.555%, 09/10/35 (144A) (d)

    390,000     $ 401,289  

Freddie Mac Multifamily Structured Pass-Through Certificates
2.312%, 12/25/22

    540,000       529,547  

GAHR Commercial Mortgage Trust
2.004%, 12/15/34 (144A) (d)

    1,030,469       1,032,069  

3.382%, 12/15/34 (144A) (d)

    6,057,000       5,569,338  

Greenwich Capital Commercial Mortgage Trust
5.867%, 12/10/49 (d)

    520,000       531,434  

GS Mortgage Securities Corp.
1.595%, 02/10/46 (d) (e)

    46,072,811       3,336,082  

3.435%, 12/10/27 (144A) (d)

    7,062,358       6,672,180  

GS Mortgage Securities Trust
2.850%, 10/10/49

    660,000       641,282  

4.646%, 06/10/47 (144A) (d)

    180,000       143,765  

Hilton USA Trust
4.453%, 11/05/30 (144A) (d)

    1,472,000       1,474,197  

JPMBB Commercial Mortgage Securities Trust
0.946%, 05/15/48 (d) (e)

    1,253,824       50,859  

0.949%, 09/15/47 (d) (e)

    5,419,732       280,056  

1.195%, 10/15/48 (d) (e)

    5,069,852       304,140  

4.560%, 09/15/47 (144A) (d)

    420,000       367,398  

JPMDB Commercial Mortgage Securities Trust
0.750%, 12/15/49 (144A) (d) (e)

    2,067,000       113,346  

JPMorgan Chase Commercial Mortgage Securities Corp.
1.825%, 12/15/47 (d) (e)

    9,127,024       569,885  

JPMorgan Chase Commercial Mortgage Securities Trust
0.605%, 04/15/46 (d) (e)

    4,900,000       151,299  

0.750%, 08/15/49 (144A) (d) (e)

    5,300,000       288,881  

0.826%, 12/15/49 (d) (e)

    1,000,000       50,831  

2.104%, 11/15/31 (144A) (d)

    2,719,339       2,716,071  

2.164%, 02/12/51 (d)

    1,211,709       1,158,938  

2.404%, 07/15/36 (144A) (d)

    2,263,000       2,280,030  

2.854%, 10/06/38 (144A) (d)

    1,350,000       1,308,280  

3.429%, 06/10/27 (144A)

    1,140,000       1,165,997  

4.243%, 01/15/49 (d)

    970,000       830,895  

4.554%, 10/15/29 (144A) (d)

    270,000       265,977  

5.431%, 06/12/47 (d)

    3,036,848       3,035,742  

5.753%, 06/15/49 (d)

    2,183,847       2,197,007  

5.855%, 06/12/43 (d)

    241,651       242,070  

LB-UBS Commercial Mortgage Trust
5.484%, 02/15/40

    480,000       480,420  

Lehman Brothers Small Balance Commercial Mortgage Trust
1.006%, 03/25/37 (144A) (d)

    971,661       870,890  

Lone Star Portfolio Trust
2.504%, 09/15/28 (144A) (d)

    304,605       306,812  

6.304%, 09/15/28 (144A) (d)

    409,547       412,990  

Merrill Lynch Mortgage Trust
5.826%, 06/12/50 (d)

    2,801,032       2,827,050  

ML-CFC Commercial Mortgage Trust
5.733%, 06/12/50 (d)

    1,359,621       1,368,301  
Commercial Mortgage-Backed Securities—(Continued)  

Morgan Stanley Bank of America Merrill Lynch Trust
0.780%, 12/15/49 (d) (e)

    3,000,000     166,320  

1.136%, 11/15/46 (d) (e)

    17,954,832       975,685  

1.147%, 12/15/47 (d) (e)

    198,578       11,032  

1.191%, 12/15/47 (144A) (d) (e)

    1,810,000       115,610  

1.292%, 01/15/49 (d) (e)

    1,733,804       142,660  

1.472%, 11/15/49 (d) (e)

    1,119,022       108,708  

3.060%, 10/15/48 (144A)

    820,000       565,651  

3.068%, 10/15/48

    1,300,000       910,017  

3.071%, 02/15/48 (144A)

    100,000       71,513  

Morgan Stanley Capital Trust
0.865%, 02/12/44 (d)

    666,421       665,478  

3.446%, 07/13/29 (144A) (d)

    540,000       516,299  

3.454%, 08/15/26 (144A) (d)

    300,000       299,623  

5.406%, 03/15/44

    3,090,000       3,087,308  

5.775%, 04/12/49 (d)

    2,197,334       2,196,944  

Morgan Stanley Re-REMIC Trust
2.000%, 07/27/49 (144A)

    673,004       669,154  

5.793%, 08/15/45 (144A) (d)

    1,560,000       1,565,730  

RBSCF Trust
5.969%, 02/16/51 (144A) (d)

    4,198,639       4,192,216  

STRIPs, Ltd.
0.500%, 12/25/44 (144A)

    2,370,000       2,362,068  

1.500%, 12/25/44 (144A)

    195,420       194,835  

UBS-Barclays Commercial Mortgage Trust
3.904%, 02/15/28 (144A) (d)

    950,000       932,733  

Velocity Commercial Capital Loan Trust
2.392%, 10/25/46 (d)

    1,356,050       1,356,375  

3.022%, 06/25/45 (144A) (d)

    1,991,474       2,000,407  

3.661%, 10/25/46 (d)

    150,000       152,156  

4.458%, 10/25/46 (d)

    100,000       102,125  

5.498%, 10/25/46 (d)

    140,000       135,421  

7.226%, 10/25/46 (d)

    160,000       154,061  

VNDO Trust
3.903%, 01/10/35 (144A) (d)

    950,000       831,237  

Wachovia Bank Commercial Mortgage Trust
5.632%, 10/15/48 (d)

    302,450       302,066  

Waldorf Astoria Boca Raton Trust
2.054%, 06/15/29 (144A) (d)

    1,590,000       1,595,711  

Wells Fargo Commercial Mortgage Trust
0.963%, 12/15/48 (d) (e)

    1,330,244       81,091  

0.989%, 02/15/48 (d) (e)

    8,805,332       512,860  

1.099%, 12/15/59 (d) (e)

    5,100,000       349,299  

1.269%, 08/15/49 (144A) (d) (e)

    1,430,000       131,446  

1.343%, 08/15/49 (d) (e)

    2,800,000       296,128  

3.852%, 11/15/48

    890,000       647,319  

4.495%, 12/15/49 (d)

    610,000       592,251  

WF-RBS Commercial Mortgage Trust
0.969%, 11/15/47 (d) (e)

    25,605,343       1,342,880  

1.174%, 05/15/47 (d) (e)

    11,914,012       657,560  

1.380%, 03/15/48 (144A) (d) (e)

    41,390,398       2,271,505  

3.766%, 09/15/57 (d)

    1,540,000       1,410,652  
   

 

 

 
      152,982,319  
   

 

 

 

Total Mortgage-Backed Securities
(Cost $264,135,509)

      249,667,272  
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-23


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Foreign Government—3.3%

 

Security Description   Principal
Amount*
    Value  
Sovereign—3.3%  

Argentine Republic Government International Bonds
3.875%, 01/15/22 (EUR)

    2,124,000      $ 2,139,689   

6.250%, 04/22/19 (144A)

    11,169,000        11,922,907   

6.875%, 04/22/21

    242,000        257,730   

7.500%, 04/22/26

    895,000        939,750   

7.625%, 04/22/46 (144A)

    704,000        704,000   

7.820%, 12/31/33 (EUR) (g)

    1,899,710        1,931,544   

Brazil Notas do Tesouro Nacional
6.000%, 05/15/21 (BRL) (g)

    3,760,000        3,414,225   

Brazilian Government International Bonds
5.000%, 01/27/45

    426,000        345,571   

Colombia Government International Bonds
4.000%, 02/26/24 (a)

    9,755,000        9,852,550   

Deutsche Bundesrepublik Inflation Linked Bonds
0.100%, 04/15/26 (EUR) (g)

    16,342,617        19,283,257   

Hungary Government International Bonds
5.375%, 03/25/24 (a)

    3,500,000        3,815,000   

Indonesia Government International Bonds
3.375%, 04/15/23 (144A)

    2,016,000        1,966,566   

5.375%, 10/17/23 (144A)

    1,350,000        1,462,135   

5.875%, 01/15/24 (144A)

    3,964,000        4,373,497   

Indonesia Treasury Bonds
7.000%, 05/15/22 (IDR)

    105,566,000,000        7,598,096   

8.250%, 07/15/21 (IDR)

    23,835,000,000        1,812,504   

Mexican Bonos
4.750%, 06/14/18 (MXN)

    75,800,000        3,550,729   

Mexican Udibonos
3.500%, 12/14/17 (MXN) (g)

    20,215,282        993,668   

Mexico Government International Bonds
4.000%, 10/02/23 (a)

    27,750,000        27,816,600   

Panama Government International Bonds
3.750%, 03/16/25

    3,490,000        3,463,825   

Peruvian Government International Bonds
7.350%, 07/21/25 (a)

    2,900,000        3,723,600   

South Africa Government International Bonds
4.875%, 04/14/26 (a)

    2,360,000        2,348,200   

Turkey Government International Bonds
5.625%, 03/30/21

    950,000        974,130   

6.750%, 04/03/18

    3,212,000        3,351,883   

7.000%, 03/11/19

    2,513,000        2,670,062   

7.500%, 11/07/19

    1,750,000        1,903,125   

Uruguay Government International Bonds
4.375%, 10/27/27 (g)

    3,280,000        3,288,364   
   

 

 

 

Total Foreign Government
(Cost $130,507,530)

      125,903,207   
   

 

 

 
Municipals—3.2%                

Arizona Health Facilities Authority
1.377%, 01/01/37 (d)

    1,140,000        992,108   

Bay Area Toll Bridge Authority, Build America Bonds
Series S1
6.918%, 04/01/40

    1,575,000      2,134,424   

7.043%, 04/01/50

    460,000        651,953   

Brooklyn Arena Local Development Corp.
5.000%, 07/15/42

    1,770,000        1,889,369   

Buckeye Tobacco Settlement Financing Authority
5.875%, 06/01/47

    1,790,000        1,563,869   

California Health Facilities Financing Authority
5.000%, 08/15/33

    495,000        569,973   

California State Public Works Board
8.361%, 10/01/34

    760,000        1,088,806   

Chesapeake Bay Bridge & Tunnel District
5.000%, 07/01/51

    275,000        294,294   

City of Portland, OR Sewer System Revenue
5.000%, 06/15/23

    1,240,000        1,455,673   

Clark County School District
5.000%, 06/15/26

    675,000        801,164   

5.000%, 06/15/27

    1,865,000        2,192,475   

5.000%, 06/15/28

    720,000        839,592   

Series A

   

5.000%, 06/15/23

    1,585,000        1,848,205   

5.000%, 06/15/24

    1,820,000        2,142,176   

Clark County, NV
5.000%, 07/01/28

    1,870,000        2,265,636   

Colorado Health Facilities Authority
5.250%, 02/01/31

    655,000        703,798   

Commonwealth Financing Authority
4.144%, 06/01/38

    1,275,000        1,217,166   

Commonwealth of Puerto Rico
8.000%, 07/01/35

    14,975,000        10,070,687   

Golden State Tobacco Securitization Corp.
5.125%, 06/01/47

    1,820,000        1,607,661   

5.750%, 06/01/47

    360,000        344,538   

Grant County Public Utility District No. 2
4.584%, 01/01/40

    315,000        311,611   

Great Lakes Water Authority Water Supply System Revenue
5.250%, 07/01/33

    500,000        563,245   

Horry County School District
5.000%, 03/01/22

    530,000        608,350   

5.000%, 03/01/24

    625,000        738,444   

5.000%, 03/01/25

    355,000        424,438   

Los Angeles Community College District
6.600%, 08/01/42

    1,150,000        1,608,608   

Los Angeles Department of Water & Power Revenue, Build America Bonds
6.603%, 07/01/50

    565,000        791,147   

Los Angeles, Unified School District, Build America Bonds
6.758%, 07/01/34

    640,000        858,880   

Massachusetts Educational Financing Authority
5.000%, 01/01/22

    740,000        801,679   

Massachusetts State Clean Water Trust Revenue
5.000%, 02/01/25

    585,000        705,054   

5.000%, 02/01/27

    555,000        672,005   

5.000%, 02/01/28

    500,000        602,695   

 

See accompanying notes to financial statements.

 

MSF-24


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Municipals—(Continued)

 

Security Description   Principal
Amount*
    Value  

Mecklenburg County, NC
5.000%, 12/01/25

    430,000      $ 522,613   

Metropolitan Transportation Authority Build America Bonds
6.668%, 11/15/39

    170,000        225,444   

6.687%, 11/15/40

    590,000        792,854   

6.814%, 11/15/40

    1,005,000        1,334,600   

Metropolitan Washington Airports Authority Dulles Toll Road Revenue
7.462%, 10/01/46

    560,000        785,294   

Miami-Dade County
Series A
5.000%, 07/01/29

    330,000        391,641   

5.000%, 07/01/32

    330,000        384,150   

5.000%, 07/01/35

    395,000        453,488   

Miami-Dade County, FL Aviation Revenue
5.000%, 10/01/38

    1,025,000        1,103,044   

Series B

   

2.504%, 10/01/24

    1,000,000        946,810   

Miami-Dade County, FL Educational Facilities Authority
5.073%, 04/01/50

    655,000        688,353   

Missouri State Health & Educational Facilities Authority Revenue
5.000%, 11/15/29

    340,000        380,684   

Municipal Electric Authority of Georgia, Build America Bonds
6.637%, 04/01/57

    1,000,000        1,240,210   

New Jersey State Turnpike Authority, Build America Bonds
7.414%, 01/01/40

    1,451,000        2,095,520   

New Jersey Transportation Trust Fund Authority
5.000%, 06/15/29

    380,000        403,188   

Series C

   

Zero Coupon, 12/15/27

    1,060,000        673,301   

Zero Coupon, 12/15/31

    1,060,000        549,907   

Zero Coupon, 12/15/35

    1,060,000        421,318   

Zero Coupon, 12/15/36

    1,060,000        391,267   

New York City Transitional Finance Authority Future Tax Secured Revenue
5.000%, 08/01/31

    590,000        693,445   

Series A2

   

2.280%, 05/01/26

    1,195,000        1,094,823   

New York City Water & Sewer System
5.375%, 06/15/43

    2,360,000        2,629,300   

5.500%, 06/15/43

    2,825,000        3,177,616   

5.750%, 06/15/41

    675,000        852,019   

5.882%, 06/15/44

    1,150,000        1,487,628   

New York State Dormitory Authority
5.000%, 03/15/20

    375,000        415,410   

5.000%, 02/15/31

    770,000        903,349   

Series D

   

5.000%, 02/15/27

    740,000        890,856   

5.000%, 02/15/28

    740,000        885,987   

New York State Dormitory Authority Build America Bonds
5.389%, 03/15/40

    1,075,000        1,282,066   

New York State Dormitory Authority Revenue
5.000%, 03/15/32

    580,000      676,379   

New York State Urban Development Corp.
5.000%, 03/15/24

    230,000        272,460   

5.000%, 03/15/25

    850,000        1,016,974   

New York Transportation Development Corp.

   

Series A

   

5.000%, 07/01/46

    1,710,000        1,772,090   

5.250%, 01/01/50

    1,375,000        1,441,729   

North Carolina Department of Transportation
5.000%, 06/30/54

    1,000,000        1,037,080   

Orange County Local Transportation Authority
6.908%, 02/15/41

    1,420,000        1,907,159   

Pennsylvania Economic Development Financing Authority
5.000%, 12/31/38

    510,000        527,916   

Port Authority of New York & New Jersey
4.458%, 10/01/62

    1,435,000        1,451,359   

4.810%, 10/15/65

    720,000        774,878   

4.960%, 08/01/46

    1,910,000        2,146,305   

Port of Morrow, OR
2.987%, 09/01/36

    245,000        219,515   

Public Power Generation Agency Revenue
5.000%, 01/01/34

    5,000        5,550   

Regents of the University of California Medical Center Pooled Revenue
6.583%, 05/15/49

    1,455,000        1,891,849   

San Antonio TX Electric & Gas Systems Revenue
5.808%, 02/01/41

    470,000        585,977   

San Jose CA, Airport Revenue
5.000%, 03/01/37

    860,000        864,068   

South Carolina Public Service Authority
2.388%, 12/01/23

    1,232,000        1,196,802   

State of California General Obligation Unlimited
5.000%, 09/01/27

    1,375,000        1,655,142   

5.000%, 09/01/32

    345,000        403,405   

State of California General Obligation Unlimited, Build America Bonds
7.300%, 10/01/39

    345,000        488,272   

7.350%, 11/01/39

    550,000        780,901   

7.500%, 04/01/34

    1,125,000        1,590,187   

7.550%, 04/01/39

    1,375,000        2,034,519   

7.600%, 11/01/40

    3,780,000        5,693,738   

State of Georgia
Series C-1

   

5.000%, 07/01/24

    935,000        1,121,991   

5.000%, 07/01/26

    355,000        436,291   

Series F

   

5.000%, 01/01/24

    720,000        858,679   

5.000%, 01/01/28

    720,000        883,951   

State of Illinois, Build America Bonds
5.100%, 06/01/33

    4,320,000        3,818,102   

State of Maryland
5.000%, 06/01/24

    680,000        814,586   

State of Massachusetts
Series B
5.000%, 07/01/26

    700,000        849,653   

5.000%, 07/01/28

    700,000        864,360   

 

See accompanying notes to financial statements.

 

MSF-25


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Municipals—(Continued)

 

Security Description   Shares/
Principal/
Notional
Amount*
    Value  

State of Washington General Obligation Unlimited
5.000%, 07/01/28

    650,000      $ 759,330   

Series A

   

5.000%, 08/01/27

    705,000        846,226   

Series R

   

5.000%, 08/01/28

    825,000        985,644   

5.000%, 08/01/29

    825,000        979,506   

5.000%, 08/01/30

    825,000        974,185   

Sumter Landing Community Development District
4.172%, 10/01/47

    385,000        377,335   

Texas Private Activity Bond Surface Transportation Corp.
5.000%, 12/31/55

    680,000        708,478   

Tobacco Settlement Financing Corp.
5.000%, 06/01/41

    720,000        625,824   

University of California CA, Revenue
4.858%, 05/15/2112

    980,000        947,180   

University of Massachusetts Building Authority
5.000%, 11/01/31

    500,000        582,890   

Wake County, NC
5.000%, 03/01/25

    660,000        800,006   

West Virginia Hospital Finance Authority
5.000%, 06/01/19

    365,000        394,076   

5.000%, 06/01/20

    390,000        430,225   

5.000%, 06/01/21

    390,000        437,697   

5.000%, 06/01/22

    425,000        485,095   

5.000%, 06/01/23

    355,000        410,178   

5.000%, 06/01/24

    375,000        438,289   
   

 

 

 

Total Municipals
(Cost $125,366,558)

      122,719,939   
   

 

 

 
Preferred Stocks—0.4%                
Banks—0.4%  

Citigroup Capital, 7.257% (d)

    292,339        7,548,193   

GMAC Capital Trust, 6.691% (a) (d)

    250,000        6,350,000   
   

 

 

 
      13,898,193   
   

 

 

 
Thrifts & Mortgage Finance—0.0%  

Federal Home Loan Mortgage Corp.
Series Z, 8.375% (d)

    70,000        529,200   

Federal National Mortgage Association
Series S, 8.250% (a) (d)

    70,000        560,000   
   

 

 

 
      1,089,200   
   

 

 

 

Total Preferred Stocks
(Cost $14,797,285)

      14,987,393   
   

 

 

 
Purchased Options—0.0%                
Currency Options—0.0%  

EUR Call/USD Put, Strike Price USD 1.13, Expires 01/05/17 (Counterparty - Citibank N.A.) (EUR)

    61,188,000        0   
Currency Options—(Continued)  

EUR Put/USD Call, Strike Price USD 1.02, Expires 06/01/17 (Counterparty - BNP Paribas S.A.) (EUR)

    55,081,000      832,376   

EUR Put/USD Call, Strike Price USD 1.06, Expires 01/13/17 (Counterparty - Citibank N.A.) (EUR)

    2,210,000        24,650   

USD Call/CAD Put, Strike Price CAD 1.345, Expires 01/09/17 (Counterparty - JPMorgan Chase Bank N.A.)

    1,830,000        10,021   

USD Call/CAD Put, Strike Price CAD 1.355, Expires 02/22/17 (Counterparty - Citibank N.A.)

    3,664,000        38,549   

USD Call/CNH Put, Strike Price CNH 6.92, Expires 03/10/17 (Counterparty - HSBC Bank plc)

    2,210,000        61,297   

USD Call/INR Put, Strike Price INR 69.00, Expires 01/23/17 (Counterparty - Goldman Sachs International)

    3,250,000        5,460   

USD Call/TRY Put, Strike Price TRY 3.45, Expires 01/20/17 (Counterparty - Citibank N.A.)

    2,252,550        65,252   

USD Call/TWD Put, Strike Price TWD 32.00, Expires 01/23/17 (Counterparty - BNP Paribas S.A.)

    3,250,000        49,345   

USD Call/TWD Put, Strike Price TWD 32.15, Expires 03/23/17 (Counterparty - JPMorgan Chase Bank N.A.)

    4,002,000        74,481   

USD Put/BRL Call, Strike Price BRL 3.34, Expires 02/14/17 (Counterparty - Morgan Stanley & Co. LLC)

    2,760,000        85,590   

USD Put/BRL Call, Strike Price BRL 3.35, Expires 02/21/17 (Counterparty - Goldman Sachs International)

    2,340,000        78,128   

USD Put/BRL Call, Strike Price BRL 3.37, Expires 02/17/17 (Counterparty - JPMorgan Chase Bank N.A.)

    2,340,000        86,585   

USD Put/BRL Call, Strike Price BRL 3.45, Expires 01/13/17 (Counterparty - Morgan Stanley & Co. LLC)

    2,210,000        125,510   

USD Put/INR Call, Strike Price INR 67.40, Expires 01/06/17 (Counterparty - Nomura International plc)

    1,990,000        860   

USD Put/JPY Call, Strike Price JPY 116.5, Expires 01/05/17 (Counterparty - UBS AG)

    2,170,000        12,232   

USD Put/RUB Call, Strike Price RUB 65.00, Expires 01/17/17 (Counterparty - Deutsche Bank AG)

    2,400,000        145,202   
   

 

 

 

Total Purchased Options
(Cost $1,396,282)

      1,695,538   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-26


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Short-Term Investments—3.9%

 

Security Description   Principal
Amount*
    Value  
Certificate of Deposit—2.9%  

Bank of Tokyo Mitsubishi UFJ, Ltd.
1.536%, 08/17/17

    10,000,000      $ 10,016,000   

BNP Paribas S.A. (NY)
1.530%, 08/17/17

    5,120,000        5,126,503   

Cooperatieve Rabobank UA
1.411%, 08/16/17

    10,000,000        10,013,750   

Credit Industriel et Commercial (NY)
1.511%, 08/16/17

    10,000,000        10,023,250   

Credit Suisse AG
1.686%, 08/16/17

    4,900,000        4,907,335   

1.717%, 08/24/17

    4,990,000        4,997,186   

Norinchukin Bank (NY)
1.200%, 02/22/17

    5,150,000        5,152,857   

Skandinaviska Enskilda Banken AB
1.386%, 08/17/17

    10,000,000        10,015,640   

Sumitomo Mitsui Banking Corp.
1.529%, 08/18/17

    5,200,000        5,207,140   

Sumitomo Mitsui Trust Bank, Ltd.
1.530%, 08/16/17

    10,000,000        10,019,005   

Svenska Handelsbanken AB
1.195%, 02/27/17

    5,200,000        5,203,966   

Swedbank (Sparbank)
1.380%, 08/18/17

    5,120,000        5,128,003   

Toronto-Dominion Bank
1.406%, 08/15/17

    9,860,000        9,877,659   

UBS AG (Stamford)
1.530%, 09/01/17

    5,230,000        5,239,304   

Wells Fargo Bank N.A.
1.478%, 09/22/17

    10,000,000        10,012,900   
   

 

 

 
      110,940,498   
   

 

 

 
Commercial Paper—0.7%  

BPCE
1.498%, 08/14/17

    10,050,000        9,967,174   

Mizuho Bank, Ltd.
1.374%, 08/16/17

    9,920,000        9,833,613   

Nordea Bank AB
1.207%, 03/09/17

    5,020,000        5,011,620   
   

 

 

 
      24,812,407   
   

 

 

 
Repurchase Agreement—0.3%  

Fixed Income Clearing Corp.
Repurchase Agreement dated 12/30/16 at 0.030% to be repurchased at $12,892,869 on 01/03/17, collateralized by $11,730,000 U.S. Government Agency Obligations with rates ranging from 0.125% - 8.500%, maturity dates ranging from 02/15/20 - 04/15/20, with a value of $13,152,592.

    12,892,826        12,892,826   
   

 

 

 

Total Short-Term Investments
(Cost $148,464,789)

      148,645,731   
   

 

 

 
Securities Lending Reinvestments (l)—5.7%   
Security Description   Principal
Amount*
    Value  
Certificates of Deposit—3.4%  

Barclays New York
0.894%, 02/10/17 (m)

    5,500,000      5,501,779   

Chiba Bank, Ltd., New York
0.870%, 01/10/17

    2,000,000        2,000,046   

Cooperative Rabobank UA New York
1.278%, 10/13/17 (m)

    2,000,000        2,000,450   

Credit Agricole Corporate and Investment Bank
1.274%, 04/12/17 (m)

    5,000,000        5,003,945   

Credit Industriel et Commercial
1.245%, 04/05/17 (m)

    1,000,000        1,000,540   

Credit Suisse AG New York
1.335%, 04/03/17 (m)

    1,000,000        1,000,219   

1.364%, 04/11/17 (m)

    5,500,000        5,501,199   

1.364%, 05/12/17 (m)

    4,000,000        4,000,416   

DG Bank New York
0.940%, 01/12/17

    2,500,000        2,500,133   

0.950%, 01/03/17

    1,000,000        1,000,007   

DNB NOR Bank ASA
1.130%, 07/28/17 (m)

    3,600,000        3,599,370   

DZ Bank AG New York
1.010%, 02/27/17

    3,400,000        3,400,983   

DZ Bank London
0.990%, 03/01/17

    4,000,000        4,000,840   

ING Bank NV
1.265%, 04/18/17 (m)

    5,400,000        5,409,899   

KBC Bank NV
1.000%, 01/04/17

    1,000,000        1,000,000   

1.050%, 01/17/17

    4,300,000        4,300,516   

KBC Brussells
1.050%, 01/27/17

    5,400,000        5,401,026   

Landesbank Hessen-Thüringen London
Zero Coupon, 01/24/17

    5,237,953        5,247,742   

Mitsubishi UFJ Trust and Banking Corp.
1.364%, 04/11/17 (m)

    4,000,000        4,001,892   

Mizuho Bank, Ltd., New York
1.395%, 04/11/17 (m)

    3,000,000        3,000,903   

1.436%, 04/18/17 (m)

    5,300,000        5,301,664   

National Australia Bank London
1.034%, 05/02/17 (m)

    6,500,000        6,506,136   

1.182%, 11/09/17 (m)

    4,200,000        4,189,584   

Natixis New York
1.262%, 04/07/17 (m)

    1,500,000        1,500,602   

Rabobank London
1.281%, 10/13/17 (m)

    2,500,000        2,505,996   

Royal Bank of Canada New York
1.145%, 04/04/17 (m)

    1,000,000        999,743   

1.281%, 10/13/17 (m)

    4,500,000        4,503,487   

Sumitomo Bank New York
1.215%, 05/05/17 (m)

    3,500,000        3,505,830   

Sumitomo Mitsui Banking Corp. London
Zero Coupon, 02/06/17

    1,994,624        1,998,560   

Sumitomo Mitsui Banking Corp. New York
1.352%, 04/07/17 (m)

    1,000,000        1,000,510   

1.395%, 04/12/17 (m)

    3,000,000        3,003,421   

 

See accompanying notes to financial statements.

 

MSF-27


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (l)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Certificates of Deposit—(Continued)  

Sumitomo Mitsui Trust Bank, Ltd., New York
1.351%, 04/26/17 (m)

    8,000,000     $ 8,000,944  

1.364%, 04/10/17 (m)

    3,000,000       3,001,161  

Svenska Handelsbanken New York
1.266%, 05/18/17 (m)

    6,000,000       6,001,044  

UBS, Stamford
1.084%, 05/12/17 (m)

    1,500,000       1,499,886  

Wells Fargo Bank San Francisco N.A.
1.231%, 04/26/17 (m)

    3,600,000       3,601,008  

1.264%, 10/26/17 (m)

    3,500,000       3,502,391  
   

 

 

 
      129,493,872  
   

 

 

 
Commercial Paper—1.3%  

ABN AMRO Funding USA
0.910%, 01/11/17

    2,494,313       2,499,222  

Atlantic Asset Securitization LLC
0.990%, 01/12/17

    1,695,793       1,699,449  

1.040%, 02/03/17

    1,595,147       1,598,603  

Barton Capital Corp.
0.870%, 01/12/17

    2,998,478       2,999,253  

Commonwealth Bank Australia
1.236%, 10/23/17 (m)

    4,000,000       4,002,248  

Den Norske ASA
1.206%, 04/27/17 (m)

    3,600,000       3,600,191  

Erste Abwicklungsanstalt
1.014%, 03/10/17 (m)

    3,000,000       3,000,018  

HSBC plc
1.216%, 04/25/17 (m)

    7,800,000       7,799,664  

Kells Funding LLC
1.040%, 01/19/17

    99,648       99,961  

Macquarie Bank, Ltd.
0.930%, 01/19/17

    2,992,870       2,998,149  

0.950%, 01/03/17

    1,995,356       1,999,786  

Ridgefield Funding Co. LLC
1.000%, 01/03/17

    997,500       999,943  

Sheffield Receivables Co.
1.050%, 01/06/17

    997,258       999,870  

Starbird Funding Corp.
0.930%, 02/10/17

    3,490,958       3,496,643  

Toronto Dominion Holding Corp.
0.600%, 01/05/17

    3,995,867       3,999,552  

Versailles Commercial Paper LLC
1.000%, 01/31/17

    2,992,000       2,997,744  

1.050%, 01/17/17

    598,180       599,732  

Victory Receivables Corp.
1.050%, 01/04/17

    747,834       749,947  

Westpac Banking Corp.
1.232%, 10/20/17 (m)

    5,200,000       5,209,080  
   

 

 

 
      51,349,055  
   

 

 

 
Repurchase Agreements—0.7%  

Deutsche Bank AG, London
Repurchase Agreement dated 12/30/16 at 1.050% to be repurchased at $6,600,770 on 01/03/17, collateralized by various Common Stock with a value of $7,336,263.

    6,600,000       6,600,000  
Repurchase Agreements—(Continued)  

Deutsche Bank Securities, Inc.
Repurchase Agreement dated 10/18/16 at 1.110% to be repurchased at $7,029,353 on 03/03/17, collateralized by various Common Stock with a value of $7,700,000.

    7,000,000     7,000,000  

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $33,847 on 01/03/17, collateralized by $174,175 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $34,522.

    33,845       33,845  

Merrill Lynch, Pierce, Fenner & Smith, Inc.
Repurchase Agreement dated 10/26/16 at 1.160% to be repurchased at $5,327,154 on 04/03/17, collateralized by various Common Stock with a value of $5,830,000.

    5,300,000       5,300,000  

Natixis
Repurchase Agreement dated 12/27/16 at 0.850% to be repurchased at $8,501,405 on 01/03/17, collateralized by $13,643,089 U.S. Government Agency and Treasury Obligations with rates ranging from 0.000% - 4.672%, maturity dates ranging from 01/31/17 - 09/16/58, with a value of $8,671,066.

    8,500,000       8,500,000  
   

 

 

 
      27,433,845  
   

 

 

 
Time Deposits—0.3%  

OP Corporate Bank plc
1.010%, 01/04/17

    3,600,000       3,600,000  

1.200%, 01/23/17

    1,000,000       1,000,000  

Shinkin Central Bank
1.200%, 01/27/17

    1,000,000       1,000,000  

1.220%, 01/26/17

    4,600,000       4,600,000  
   

 

 

 
      10,200,000  
   

 

 

 

Total Securities Lending Reinvestments
(Cost $218,418,675)

      218,476,772  
   

 

 

 

Total Investments—114.5%
(Cost $4,423,253,901) (n)

      4,373,625,273  

Other assets and liabilities (net)—(14.5)%

      (552,761,514
   

 

 

 
Net Assets—100.0%     $ 3,820,863,759  
   

 

 

 

 

* Principal and notional amounts stated in U.S. dollars unless otherwise noted.
(a) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $212,597,740 and the collateral received consisted of cash in the amount of $218,357,623. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.

 

See accompanying notes to financial statements.

 

MSF-28


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

 

 

(b) All or a portion of the security was pledged as collateral against TBA securities. As of December 31, 2016, the value of securities pledged amounted to $283,174.
(c) TBA (To Be Announced) Securities are purchased on a forward commitment basis with an approximate principal amount and no defined maturity date. The actual principal and maturity date will be determined upon settlement date.
(d) Variable or floating rate security. The stated rate represents the rate at December 31, 2016. Maturity date shown for callable securities reflects the earliest possible call date.
(e) Interest only security.
(f) All or a portion of the security was pledged as collateral against open futures contracts. As of December 31, 2016, the market value of securities pledged was $5,243,552.
(g) Principal amount of security is adjusted for inflation.
(h) All or a portion of the security was pledged as collateral against open reverse repurchase agreements. As of December 31, 2016, the value of securities pledged amounted to $80,680,054.
(i) Payment-in-kind security for which part of the income earned may be paid as additional principal.
(j) Non-income producing; security is in default and/or issuer is in bankruptcy.
(k) Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. As of December 31, 2016, the market value of restricted securities was $8, which is 0.0% of net assets. See details shown in the Restricted Securities table that follows.
(l) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(m) Variable or floating rate security. The stated rate represents the rate at December 31, 2016.
(n) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $4,436,847,341. The aggregate unrealized appreciation and depreciation of investments were $43,562,099 and $(106,784,167), respectively, resulting in net unrealized depreciation of $(63,222,068) for federal income tax purposes.
(144A)— Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of December 31, 2016, the market value of 144A securities was $613,826,140, which is 16.1% of net assets.
(ACES)— Alternative Credit Enhancement Securities
(ARM)— Adjustable-Rate Mortgage
(BRL)— Brazilian Real
(CAD)— Canadian Dollar
(CDO)— Collateralized Debt Obligation
(CLO)— Collateralized Loan Obligation
(CMO)— Collateralized Mortgage Obligation
(CNH)— Chinese Renminbi
(EUR)— Euro
(GBP)— British Pound
(IDR)— Indonesian Rupiah
(INR)— Indian Rupee
(JPY)— Japanese Yen
(MXN)— Mexican Peso
(REMIC)— Real Estate Mortgage Investment Conduit
(RUB)— Russian Ruble
(TRY)— Turkish Lira
(TWD)— Taiwanese Dollar

 

Restricted Securities

   Acquisition
Date
     Principal
Amount
     Cost      Value  

Knollwood CDO, Ltd., 4.076%, 01/10/39

     02/10/04      $ 809,910      $ 809,910      $ 8  

Reverse Repurchase Agreements

 

Counterparty

   Interest
Rate
    Settlement
Date
     Maturity
Date
     Principal
Amount
     Net Closing
Amount
 

Bank of America N.A.

     (2.540 %)      12/30/16        01/03/17        USD        22,950,272      $ 22,950,272  

Bank of America N.A.

     (0.690 %)      12/30/16        01/03/17        USD        57,600,000        57,600,000  
                

 

 

 

Total

 

   $ 80,550,272  
                

 

 

 

Securities pledged as collateral against open reverse repurchase agreements are noted in the Schedule of Investments.

TBA Forward Sale Commitments

 

Security Description

   Interest Rate     Maturity      Face
Amount
    Cost     Value  

Fannie Mae 15 Yr. Pool

     2.500     TBA        (7,564,000   $ (7,558,386   $ (7,575,966

Fannie Mae 15 Yr. Pool

     3.000     TBA        (8,282,000     (8,510,428     (8,498,755

Fannie Mae 15 Yr. Pool

     3.500     TBA        (48,847,000     (50,860,651     (50,889,606

Fannie Mae 15 Yr. Pool

     4.000     TBA        (1,822,000     (1,869,329     (1,875,664

Fannie Mae 30 Yr. Pool

     3.000     TBA        (27,244,500     (27,083,661     (27,065,062

Fannie Mae 30 Yr. Pool

     3.500     TBA        (24,465,000     (24,871,095     (25,074,714

Fannie Mae 30 Yr. Pool

     4.000     TBA        (34,409,000     (35,840,112     (36,126,090

Fannie Mae 30 Yr. Pool

     4.000     TBA        (38,174,000     (40,127,268     (40,132,655

 

See accompanying notes to financial statements.

 

MSF-29


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

TBA Forward Sale Commitments—(Continued)

 

Security Description

   Interest Rate     Maturity      Face
Amount
    Cost     Value  

Fannie Mae 30 Yr. Pool

     4.500     TBA         (4,544,000   $ (4,893,630   $ (4,887,462

Fannie Mae 30 Yr. Pool

     4.500     TBA         (6,786,000     (7,250,181     (7,290,576

Fannie Mae 30 Yr. Pool

     5.000     TBA         (8,404,000     (9,181,782     (9,155,108

Fannie Mae 30 Yr. Pool

     6.000     TBA         (2,002,000     (2,268,203     (2,266,952

Freddie Mac 30 Yr. Gold Pool

     4.000     TBA         (60,672,274     (63,066,564     (63,650,191

Freddie Mac 30 Yr. Gold Pool

     4.500     TBA         (228,000     (245,884     (244,729

Ginnie Mae I 30 Yr. Pool

     3.500     TBA         (9,297,000     (9,676,143     (9,667,047

Ginnie Mae I 30 Yr. Pool

     4.500     TBA         (3,100,000     (3,368,344     (3,352,238

Ginnie Mae II 30 Yr. Pool

     4.500     TBA         (8,359,000     (8,959,803     (8,921,600
         

 

 

   

 

 

 

Totals

  

  $ (305,631,464   $ (306,674,415
         

 

 

   

 

 

 

Forward Foreign Currency Exchange Contracts

 

Contracts to Buy

    

Counterparty

     Settlement
Date
       In Exchange
for
       Unrealized
Appreciation/
(Depreciation)
 
BRL     10,139,988      

BNP Paribas S.A.

       01/04/17           USD           2,962,440         $ 153,051   
BRL     4,145,810      

Goldman Sachs International

       01/04/17           USD           1,197,000           76,792   
BRL     4,150,598      

Goldman Sachs International

       01/04/17           USD           1,273,541           1,722   
BRL     4,779,904      

Goldman Sachs International

       01/04/17           USD           1,466,633           1,983   
BRL     5,162,762      

Goldman Sachs International

       01/04/17           USD           1,584,107           2,141   
BRL     5,168,947      

Goldman Sachs International

       01/04/17           USD           1,586,004           2,144   
BRL     5,185,751      

Goldman Sachs International

       01/04/17           USD           1,591,161           2,151   
BRL     5,592,400      

Goldman Sachs International

       01/04/17           USD           1,640,000           78,254   
BRL     9,230,949      

Goldman Sachs International

       01/04/17           USD           2,730,000           106,190   
BRL     1,864,800      

Morgan Stanley & Co. International plc

       01/04/17           USD           572,182           773   
BRL     5,156,878      

Morgan Stanley & Co. International plc

       01/04/17           USD           1,582,301           2,139   
BRL     5,170,727      

Morgan Stanley & Co. International plc

       01/04/17           USD           1,586,551           2,145   
BRL     5,185,832      

Morgan Stanley & Co. International plc

       01/04/17           USD           1,591,185           2,151   
BRL     5,142,661      

Nomura International plc

       01/04/17           USD           1,546,200           33,872   
BRL     7,402,190      

Royal Bank of Scotland plc

       01/04/17           USD           2,180,000           94,308   
BRL     2,757,660      

Goldman Sachs International

       02/01/17           USD           820,000           20,585   
BRL     2,771,600      

Morgan Stanley & Co. International plc

       02/01/17           USD           820,000           24,835   
BRL     10,941,822      

Goldman Sachs International

       02/07/17           USD           3,151,809           177,921   
CNY     6,408,814      

BNP Paribas S.A.

       01/06/17           USD           925,000           (2,881
CNY     3,308,224      

Citibank N.A.

       01/06/17           USD           477,300           (1,303
CNY     5,420,444      

HSBC Bank plc

       01/06/17           USD           782,000           (2,091
CNY     2,307,896      

JPMorgan Chase Bank N.A.

       01/06/17           USD           333,000           (933
CNY     795,077      

Royal Bank of Scotland plc

       01/06/17           USD           114,700           (302
EUR     925,000      

Goldman Sachs International

       01/10/17           USD           992,684           (18,547
EUR     662,012      

Deutsche Bank AG

       01/12/17           USD           722,773           (25,511
EUR     1,640,000      

Royal Bank of Scotland plc

       01/12/17           USD           1,749,060           (21,736
EUR     3,225,000      

JPMorgan Chase Bank N.A.

       01/13/17           USD           3,438,366           (41,500
EUR     178,680      

BNP Paribas S.A.

       02/14/17           USD           195,418           (6,951
EUR     53,594      

Goldman Sachs International

       02/14/17           USD           57,819           (1,289
EUR     389,107      

Goldman Sachs International

       02/14/17           USD           412,826           (2,405
EUR     3,952      

UBS AG

       02/14/17           USD           4,215           (46
EUR     207,166      

UBS AG

       02/14/17           USD           223,096           (4,582
EUR     544,406      

UBS AG

       02/14/17           USD           586,269           (12,042
GBP     23,000      

JPMorgan Chase Bank N.A.

       01/09/17           USD           28,800           (450
IDR     19,099,597,816      

Bank of America N.A.

       01/18/17           USD           1,398,214           16,771   
IDR     15,739,248,842      

UBS AG

       02/16/17           USD           1,139,287           21,654   
JPY     82,242,567      

Morgan Stanley & Co. International plc

       01/27/17           USD           715,000           (10,391
KRW     41,577,300      

Barclays Bank plc

       01/23/17           USD           35,400           (976
MXN     18,853,562      

Deutsche Bank AG

       02/07/17           USD           910,000           (4,826
MXN     18,884,320      

UBS AG

       02/07/17           USD           910,000           (3,349

 

See accompanying notes to financial statements.

 

MSF-30


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Forward Foreign Currency Exchange Contracts—(Continued)

 

Contracts to Buy

    

Counterparty

     Settlement
Date
       In Exchange
for
       Unrealized
Appreciation/
(Depreciation)
 
RUB     80,292,993      

JPMorgan Chase Bank N.A.

       01/10/17           USD           1,254,000         $ 54,876   
RUB     34,469,700      

Bank of America N.A.

       01/13/17           USD           534,000           27,477   
RUB     1,351,140      

Deutsche Bank AG

       01/13/17           USD           21,000           1,009   
RUB     30,835,296      

Deutsche Bank AG

       01/13/17           USD           480,600           21,677   
RUB     172,739,388      

Deutsche Bank AG

       01/13/17           USD           2,670,000           143,754   
RUB     204,113,475      

JPMorgan Chase Bank N.A.

       01/13/17           USD           3,225,000           99,807   
RUB     204,690,750      

JPMorgan Chase Bank N.A.

       01/18/17           USD           3,225,000           105,200   
ZAR     24,887,862      

Morgan Stanley & Co. International plc

       01/17/17           USD           1,810,000           (2,081

Contracts to Deliver

 
BRL     10,139,988      

BNP Paribas S.A.

       01/04/17           USD           3,111,285           (4,206
BRL     9,230,949      

Goldman Sachs International

       01/04/17           USD           2,832,361           (3,829
BRL     5,592,400      

Goldman Sachs International

       01/04/17           USD           1,715,934           (2,320
BRL     5,185,751      

Goldman Sachs International

       01/04/17           USD           1,481,220           (112,092
BRL     5,168,947      

Goldman Sachs International

       01/04/17           USD           1,546,200           (41,948
BRL     5,162,762      

Goldman Sachs International

       01/04/17           USD           1,546,200           (40,048
BRL     4,779,904      

Goldman Sachs International

       01/04/17           USD           1,396,000           (72,616
BRL     4,150,598      

Goldman Sachs International

       01/04/17           USD           1,197,000           (78,263
BRL     4,145,810      

Goldman Sachs International

       01/04/17           USD           1,272,072           (1,720
BRL     5,185,832      

Morgan Stanley & Co. International plc

       01/04/17           USD           1,523,900           (69,436
BRL     5,170,727      

Morgan Stanley & Co. International plc

       01/04/17           USD           1,481,220           (107,475
BRL     5,156,878      

Morgan Stanley & Co. International plc

       01/04/17           USD           1,523,900           (60,540
BRL     1,864,800      

Morgan Stanley & Co. International plc

       01/04/17           USD           560,000           (12,956
BRL     5,142,661      

Nomura International plc

       01/04/17           USD           1,577,939           (2,133
BRL     7,402,190      

Royal Bank of Scotland plc

       01/04/17           USD           2,271,237           (3,070
BRL     3,434,224      

Goldman Sachs International

       02/07/17           USD           1,028,673           (16,404
BRL     19,374,504      

Morgan Stanley & Co. International plc

       02/07/17           USD           5,886,223           (9,676
CLP     1,049,342,435      

Royal Bank of Scotland plc

       01/05/17           USD           1,554,236           (12,312
CNY     30,315,237      

HSBC Bank plc

       01/06/17           USD           4,386,012           24,166   
CNY     108,057,340      

Westpac Banking Corp.

       03/15/17           USD           15,329,000           (176,261
EUR     20,044,000      

Goldman Sachs International

       01/05/17           USD           21,316,553           215,654   
EUR     164,000      

Goldman Sachs International

       01/05/17           USD           174,023           1,375   
EUR     486,860      

HSBC Bank plc

       01/05/17           USD           518,753           6,221   
EUR     925,000      

Bank of America N.A.

       01/10/17           USD           982,650           8,512   
EUR     120,143      

Citibank N.A.

       01/12/17           USD           127,253           713   
EUR     106,611      

Citibank N.A.

       01/12/17           USD           112,943           655   
EUR     1,640,000      

Goldman Sachs International

       01/12/17           USD           1,744,780           17,456   
EUR     1,508,383      

Goldman Sachs International

       01/12/17           USD           1,692,316           103,617   
EUR     546,667      

Goldman Sachs International

       01/12/17           USD           577,568           1,793   
EUR     546,667      

Goldman Sachs International

       01/12/17           USD           577,426           1,651   
EUR     546,667      

Goldman Sachs International

       01/12/17           USD           577,535           1,761   
EUR     3,225,000      

Morgan Stanley & Co. International plc

       01/13/17           USD           3,440,198           43,332   
EUR     566,429      

Morgan Stanley & Co. International plc

       02/06/17           USD           631,278           34,041   
EUR     3,357,076      

Citibank N.A.

       02/14/17           USD           3,724,028           183,066   
EUR     778,905      

Morgan Stanley & Co. International plc

       02/14/17           USD           864,396           42,827   
GBP     1,111,000      

Citibank N.A.

       01/09/17           USD           1,390,459           21,001   
GBP     451,622      

HSBC Bank plc

       01/20/17           USD           572,735           15,890   
IDR     5,322,457,740      

JPMorgan Chase Bank N.A.

       01/11/17           USD           401,998           7,289   
IDR     6,582,130,965      

Standard Chartered Bank

       01/11/17           USD           500,542           12,417   
IDR     20,883,259,966      

UBS AG

       01/18/17           USD           1,589,168           42,042   
IDR     86,080,679,272      

Goldman Sachs International

       02/10/17           USD           6,487,841           132,176   
IDR     23,325,198,336      

Goldman Sachs International

       02/10/17           USD           1,758,004           35,816   
IDR     9,108,637,977      

JPMorgan Chase Bank N.A.

       02/16/17           USD           679,496           7,634   
IDR     43,897,018,521      

Morgan Stanley & Co. International plc

       02/16/17           USD           3,315,485           77,602   
INR     75,544,047      

Royal Bank of Scotland plc

       01/18/17           USD           1,115,700           4,079   
KRW     1,379,661,632      

Royal Bank of Scotland plc

       01/23/17           USD           1,174,400           32,107   

 

See accompanying notes to financial statements.

 

MSF-31


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Forward Foreign Currency Exchange Contracts—(Continued)

 

Contracts to Deliver

    

Counterparty

     Settlement
Date
       In Exchange
for
       Unrealized
Appreciation/
(Depreciation)
 
MXN     97,069,778      

Morgan Stanley & Co. International plc

       01/23/17           USD           4,748,984         $ 78,983   
MXN     37,462,880      

Goldman Sachs International

       02/07/17           USD           1,820,000           21,377   
RUB     77,146,080      

Morgan Stanley & Co. International plc

       01/10/17           USD           1,254,000           (3,577
RUB     197,228,100      

HSBC Bank plc

       01/13/17           USD           3,225,000           12,349   
RUB     56,489,782      

HSBC Bank plc

       01/13/17           USD           923,639           3,477   
RUB     56,901,799      

JPMorgan Chase Bank N.A.

       01/13/17           USD           929,161           2,286   
RUB     58,397,581      

Bank of America N.A.

       01/18/17           USD           953,897           3,802   
RUB     62,245,168      

Citibank N.A.

       01/18/17           USD           1,016,912           4,219   
RUB     76,480,576      

Deutsche Bank AG

       01/18/17           USD           1,254,191           9,897   
TWD     53,427,360      

Nomura International plc

       01/23/17           USD           1,680,000           20,963   

Cross Currency Contracts to Buy

 
RUB     102,583,800      

BNP Paribas S.A.

       02/22/17           EUR           1,584,000           (14,322
                        

 

 

 

Net Unrealized Appreciation

  

     $ 1,498,232   
                        

 

 

 

Futures Contracts

 

Futures Contracts—Long

   Expiration
Date
     Number of
Contracts
    Notional
Amount
    Unrealized
Appreciation/
(Depreciation)
 

90 Day Eurodollar Futures

     12/18/17         69        USD         16,969,781      $ 18,019   

U.S. Treasury Long Bond Futures

     03/22/17         425        USD         63,427,699        601,207   

U.S. Treasury Note 10 Year Futures

     03/22/17         509        USD         62,861,007        398,149   

U.S. Treasury Note 2 Year Futures

     03/31/17         491        USD         106,417,587        (24,025

U.S. Treasury Note 5 Year Futures

     03/31/17         2,156        USD         254,048,514        (364,794

Futures Contracts—Short

                                

90 Day Eurodollar Futures

     09/17/18         (195     USD         (47,911,235     75,297   

90 Day Eurodollar Futures

     12/17/18         (69     USD         (16,879,894     (25,106

Euro-Bobl Futures

     03/08/17         (11     EUR         (1,456,482     (14,156

Euro-Bund Futures

     03/08/17         (740     EUR         (119,875,798     (1,679,190

U.S. Treasury Ultra Long Bond Futures

     03/22/17         (382     USD         (60,526,041     (689,459

United Kingdom Long Gilt Bond Futures

     03/29/17         (4     GBP         (493,963     (11,531
            

 

 

 

Net Unrealized Depreciation

  

  $ (1,715,589
            

 

 

 

Written Options

 

Foreign Currency Written Options

   Strike
Price
  

Counterparty

   Expiration
Date
     Notional
Amount
    Premiums
Received
    Market
Value
    Unrealized
Appreciation/
(Depreciation)
 

EUR Call/USD Put

   USD 1.130    BNP Paribas S.A.      01/05/17         (61,188,000   $ (396,321   $      $ 396,321   

USD Call/BRL Put

   BRL 3.500    JPMorgan Chase Bank N.A.      02/17/17         (2,340,000     (49,517     (16,441     33,076   

USD Call/CNH Put

   CNH 7.025    HSBC Bank plc      03/10/17         (4,002,000     (51,226     (68,862     (17,636

USD Call/TRY Put

   TRY 3.600    Goldman Sachs International      01/20/17         (2,252,550     (30,071     (18,780     11,291   

USD Call/TWD Put

   TWD 33.500    JPMorgan Chase Bank N.A.      03/23/17         (4,002,000     (21,799     (21,775     24   

USD Put/BRL Call

   BRL 3.180    Morgan Stanley & Co. LLC      02/14/17         (4,140,000     (27,233     (35,070     (7,837

USD Put/BRL Call

   BRL 3.150    Goldman Sachs International      02/21/17         (3,520,000     (14,453     (24,453     (10,000

USD Put/INR Call

   INR 66.400    Nomura International plc      01/06/17         (2,980,000     (7,785     (39     7,746   

USD Put/RUB Call

   RUB 62.500    Deutsche Bank AG      01/17/17         (3,600,000     (24,696     (87,451     (62,755
             

 

 

   

 

 

   

 

 

 

Totals

  

  $ (623,101   $ (272,871   $ 350,230   
             

 

 

   

 

 

   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-32


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Swap Agreements

 

OTC Interest Rate Swaps

 

Pay/Receive
Floating Rate

   Floating
Rate Index
   Fixed
Rate
    Maturity
Date
  

Counterparty

   Notional
Amount
     Market
Value
    Upfront
Premium
Paid/(Received)
    Unrealized
Appreciation/
(Depreciation)
 

Pay

   1-Day CDI      10.980   01/02/20    JPMorgan Chase Bank N.A.      BRL         3,987,375       $ (6,747   $      $ (6,747

Pay

   1-Day CDI      11.000   01/02/20    Bank of America N.A.      BRL         7,973,478         (17,777            (17,777

Pay

   1-Day CDI      11.020   01/02/20    Citigroup Global Markets Inc.      BRL         4,248,324         (6,088            (6,088

Pay

   1-Day CDI      11.030   01/02/20    Citigroup Global Markets Inc.      BRL         7,568,301         (14,732            (14,732

Pay

   1-Day CDI      11.040   01/02/20    JPMorgan Chase Bank N.A.      BRL         7,695,675         (10,033            (10,033

Pay

   1-Day CDI      11.095   01/02/20    Goldman Sachs International      BRL         14,258,907         (16,273            (16,273

Pay

   1-Day CDI      11.097   01/02/20    Goldman Sachs International      BRL         3,911,516         (4,413            (4,413

Pay

   1-Day CDI      11.375   01/02/20    JPMorgan Chase Bank N.A.      BRL         744,258         406               406   

Pay

   1-Day CDI      11.770   01/02/20    Citigroup Global Markets Inc.      BRL         5,851,135         21,059               21,059   

Pay

   1-Day CDI      11.800   01/02/20    Bank of America N.A.      BRL         4,159,648         23,617               23,617   

Pay

   1-Day CDI      11.810   01/02/20    Bank of America N.A.      BRL         4,159,648         24,006               24,006   

Pay

   1-Day CDI      11.875   01/02/20    JPMorgan Chase Bank N.A.      BRL         10,908,458         39,190               39,190   

Pay

   1-Day CDI      12.005   01/02/20    JPMorgan Chase Bank N.A.      BRL         5,843,972         29,636               29,636   

Pay

   1-Day CDI      12.100   01/02/20    Citigroup Global Markets Inc.      BRL         4,511,219         38,382               38,382   

Pay

   1-Day CDI      12.170   01/02/20    JPMorgan Chase Bank N.A.      BRL         7,975,758         48,343               48,343   

Pay

   1-Day CDI      12.462   01/02/19    Bank of America N.A.      BRL         13,095,515         57,583               57,583   

Pay

   28-Day TIIE      6.270   12/05/25    Bank of America N.A.      MXN         2,209,451         (11,457            (11,457

Pay

   28-Day TIIE      6.320   07/17/25    Morgan Stanley Capital Services, LLC      MXN         40,086,000         (192,788            (192,788

Pay

   28-Day TIIE      6.325   07/17/25    Citigroup Global Markets Inc.      MXN         19,973,500         (95,745            (95,745

Pay

   28-Day TIIE      6.330   08/06/25    Citigroup Global Markets Inc.      MXN         59,593,000         (286,823            (286,823

Pay

   28-Day TIIE      6.850   11/29/18    JPMorgan Chase Bank N.A.      MXN         194,021,859         (63,800            (63,800

Pay

   28-Day TIIE      6.890   11/30/18    Goldman Sachs International      MXN         102,377,408         (30,143            (30,143

Pay

   28-Day TIIE      6.930   11/30/18    Bank of America N.A.      MXN         139,622,395         (36,192            (36,192

Pay

   28-Day TIIE      6.980   11/28/18    JPMorgan Chase Bank N.A.      MXN         92,466,976         (19,769            (19,769

Pay

   28-Day TIIE      6.980   11/28/18    Citigroup Global Markets Inc.      MXN         163,000,000         (34,849            (34,849

Pay

   28-Day TIIE      7.000   11/21/18    JPMorgan Chase Bank N.A.      MXN         96,830,612         (18,509            (18,509

Pay

   28-Day TIIE      7.000   11/28/18    JPMorgan Chase Bank N.A.      MXN         96,216,594         (18,881            (18,881

Pay

   28-Day TIIE      7.040   11/21/18    Goldman Sachs International      MXN         204,754,815         (32,014            (32,014

Pay

   28-Day TIIE      7.060   11/21/18    JPMorgan Chase Bank N.A.      MXN         114,610,942         (15,926            (15,926

Pay

   28-Day TIIE      7.070   11/21/18    Citigroup Global Markets Inc.      MXN         95,509,119         (12,441            (12,441

Pay

   28-Day TIIE      7.100   11/22/18    Citigroup Global Markets Inc.      MXN         114,610,942         (8,030            (8,030

Pay

   3M KWCDC      1.920   11/10/17    Deutsche Bank AG      KRW         6,513,071,110         20,440               20,440   

Receive

   1-Day CDI      12.080   01/02/18    Bank of America N.A.      BRL         30,550,995         (17,907            (17,907

Receive

   1-Day CDI      12.100   01/02/18    Bank of America N.A.      BRL         37,998,749         (24,484            (24,484

Receive

   1-Day CDI      12.850   07/03/17    JPMorgan Chase Bank N.A.      BRL         1,254,878         92               92   

Receive

   1-Day CDI      12.850   07/03/17    JPMorgan Chase Bank N.A.      BRL         39,177,404         (4,255            (4,255

Receive

   1-Day CDI      12.930   07/03/17    Citigroup Global Markets Inc.      BRL         33,769,975         (1,191            (1,191

Receive

   1-Day CDI      13.110   07/03/17    Citigroup Global Markets Inc.      BRL         20,271,357         (5,295            (5,295

Receive

   1-Day CDI      13.130   07/03/17    Bank of America N.A.      BRL         16,890,391         (5,108            (5,108

Receive

   28-Day TIIE      4.300   12/07/17    Bank of America N.A.      MXN         12,027,855         14,231               14,231   

Receive

   28-Day TIIE      4.550   03/21/18    Barclays Bank plc      MXN         26,793,819         38,958               38,958   

Receive

   28-Day TIIE      4.700   12/06/18    Bank of America N.A.      MXN         8,147,763         18,242               18,242   

Receive

   28-Day TIIE      4.760   12/06/18    Citigroup Global Markets Inc.      MXN         8,147,763         17,808               17,808   

Receive

   28-Day TIIE      4.770   12/05/18    Citigroup Global Markets Inc.      MXN         8,147,763         17,714               17,714   

Receive

   28-Day TIIE      4.850   11/01/18    Bank of America N.A.      MXN         22,482,829         44,898               44,898   

Receive

   28-Day TIIE      6.307   08/11/25    Deutsche Bank AG      MXN         74,533,884         364,460               364,460   

Receive

   28-Day TIIE      6.310   08/11/25    Bank of America N.A.      MXN         20,079,000         98,005               98,005   

Receive

   28-Day TIIE      6.310   08/11/25    Bank of America N.A.      MXN         20,079,000         98,005               98,005   

Receive

   28-Day TIIE      7.690   11/18/26    JPMorgan Chase Bank N.A.      MXN         23,916,113         18,642               18,642   

Receive

   28-Day TIIE      7.690   11/18/26    Citigroup Global Markets Inc.      MXN         10,345,933         8,065               8,065   

Receive

   28-Day TIIE      7.745   11/20/26    Goldman Sachs International      MXN         25,778,954         15,178               15,178   

Receive

   28-Day TIIE      7.770   11/20/26    Bank of America N.A.      MXN         36,157,405         18,130               18,130   

Receive

   28-Day TIIE      7.780   11/11/26    JPMorgan Chase Bank N.A.      MXN         29,407,961         13,551               13,551   

 

See accompanying notes to financial statements.

 

MSF-33


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Swap Agreements—(Continued)

 

Pay/Receive
Floating Rate

   Floating
Rate Index
   Fixed
Rate
    Maturity
Date
  

Counterparty

   Notional
Amount
     Market
Value
    Upfront
Premium
Paid/(Received)
    Unrealized
Appreciation/
(Depreciation)
 

Receive

   28-Day TIIE      7.780   11/11/26    Citigroup Global Markets Inc.      MXN         24,801,895       $ 11,429      $      $ 11,429   

Receive

   28-Day TIIE      7.800   11/11/26    JPMorgan Chase Bank N.A.      MXN         14,783,178         5,781               5,781   

Receive

   3M JIBAR      8.710   11/14/26    JPMorgan Chase Bank N.A.      ZAR         16,105,000         (31,095            (31,095

Receive

   3M JIBAR      8.710   11/14/26    JPMorgan Chase Bank N.A.      ZAR         19,140,000         (36,955            (36,955

Receive

   3M KWCDC      1.690   11/10/17    Deutsche Bank AG      KRW         6,513,071,110         (9,678            (9,678

Receive

   3M LIBOR      1.758   06/25/22    JPMorgan Chase Bank N.A.      USD         18,000,000         251,444               251,444   
                   

 

 

   

 

 

   

 

 

 

Totals

  

   $ 267,897      $      $ 267,897   
                   

 

 

   

 

 

   

 

 

 

Centrally Cleared Interest Rate Swaps

 

Pay/Receive Floating Rate

   Floating
Rate Index
   Fixed
Rate
    Maturity
Date
     Notional
Amount
     Unrealized
Appreciation/
(Depreciation)
 

Pay

   12M UKRPI      3.430     10/15/26         GBP         14,941,740       $ (158,384

Pay

   12M UKRPI      3.447     10/15/26         GBP         15,168,130         (121,555

Pay

   12M UKRPI      3.460     10/15/26         GBP         15,168,130         (91,517

Pay

   3M LIBOR      2.131     08/25/25         USD         1,285,000         (15,484

Receive

   12M UKRPI      3.365     10/15/21         GBP         14,941,740         70,898   

Receive

   12M UKRPI      3.385     10/15/21         GBP         15,168,130         51,162   

Receive

   12M UKRPI      3.390     10/15/21         GBP         15,168,130         45,958   

Receive

   3M LIBOR      1.256     01/12/17         USD         223,619,000         (20,468

Receive

   3M LIBOR      2.272     09/11/25         USD         955,000         924   

Receive

   3M LIBOR      2.383     07/10/25         USD         72,000,000         (626,657
                

 

 

 

Net Unrealized Depreciation

  

   $ (865,123
                

 

 

 

Centrally Cleared Credit Default Swaps on Credit Indices—Buy Protection (a)

 

Reference Obligation

   Fixed Deal
(Pay) Rate
     Maturity
Date
    

Implied Credit
Spread at
December 31,
2016(b)

   Notional
Amount(c)
     Unrealized
Depreciation
 

CDX.NA.IG.27.V1

     (1.000%)         12/20/21       0.677%      USD         24,041,000       $ (117,316)   
                 

 

 

 

Centrally Cleared Credit Default Swaps on Credit Indices—Sell Protection (d)

 

Reference Obligation

   Fixed Deal
Receive Rate
     Maturity
Date
    

Implied Credit
Spread at
December 31,
2016(b)

   Notional
Amount(c)
     Unrealized
Appreciation
 

CDX.NA.HY.27.V1

     5.000%         12/20/21       3.542%      USD         82,542,000       $ 2,194,000   
                 

 

 

 

OTC Credit Default Swaps on Corporate and Sovereign Issues—Buy Protection (a)

 

Reference Obligation

  Fixed Deal
(Pay) Rate
    Maturity
Date
   

Counterparty

  Implied Credit
Spread at
December 31,
2016(b)
    Notional
Amount(c)
    Market
Value
    Upfront
Premium
Paid/(Received)
    Unrealized
Appreciation/
(Depreciation)
 

Federation of Russia
7.500%, due 03/31/30

    (1.000%)        12/20/21      Bank of America N.A.     1.795%        USD        1,630,000      $ 60,163      $ 97,335      $ (37,172)   

Federation of Russia
7.500%, due 03/31/30

    (1.000%)        12/20/21      Bank of America N.A.     1.795%        USD        1,630,000        60,163        97,335        (37,172)   

Federation of Russia
7.500%, due 03/31/30

    (1.000%)        12/20/21      Bank of America N.A.     1.795%        USD        1,630,000        60,163        97,335        (37,172)   

Federation of Russia
7.500%, due 03/31/30

    (1.000%)        12/20/21      Bank of America N.A.     1.795%        USD        1,630,000        60,163        96,624        (36,461)   

 

See accompanying notes to financial statements.

 

MSF-34


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

OTC Credit Default Swaps on Corporate and Sovereign Issues—Buy Protection (a)—(Continued)

 

Reference Obligation

  Fixed Deal
(Pay) Rate
    Maturity
Date
   

Counterparty

  Implied Credit
Spread at
December 31,
2016(b)
    Notional
Amount(c)
    Market
Value
    Upfront
Premium
Paid/(Received)
    Unrealized
Appreciation/
(Depreciation)
 

Federation of Russia
7.500%, due 03/31/30

    (1.000%)        12/20/21      Bank of America N.A.     1.795%        USD        1,630,000      $ 60,163      $ 96,624      $ (36,461)   

Federation of Russia
7.500%, due 03/31/30

    (1.000%)        12/20/21      Bank of America N.A.     1.795%        USD        980,000        36,171        58,520        (22,349)   

Federation of Russia
7.500%, due 03/31/30

    (1.000%)        12/20/21      Bank of America N.A.     1.795%        USD        175,000        6,459        10,450        (3,991)   

Federation of Russia
7.500%, due 03/31/30

    (1.000%)        12/20/21      Bank of America N.A.     1.795%        USD        175,000        6,459        10,450        (3,991)   

Federation of Russia
7.500%, due 03/31/30

    (1.000%)        12/20/21      Bank of America N.A.     1.795%        USD        175,000        6,459        10,450        (3,991)   

Federation of Russia
7.500%, due 03/31/30

    (1.000%)        12/20/21      Bank of America N.A.     1.795%        USD        175,000        6,459        10,374        (3,915)   

Federation of Russia
7.50%, due 03/31/30

    (1.000%)        12/20/21      Bank of America N.A.     1.795%        USD        175,000        6,459        10,374        (3,915)   

Federation of Russia
7.50% due 03/31/30

    (1.000%)        12/20/21      Bank of America N.A.     1.795%        USD        105,000        3,876        6,270        (2,394)   

Federation of Russia
7.500%, due 03/31/30

    (1.000%)        12/20/21      JPMorgan Chase Bank N.A.     1.795%        USD        955,000        35,249        59,488        (24,239)   

HSBC Bank plc
3.750%, due 11/30/16

    (1.000%)        12/20/21      BNP Paribas S.A.     0.690%        EUR        7,490,000        (120,791)        (82,762)        (38,029)   

HSBC Bank plc
3.750%, due 11/30/16

    (1.000%)        12/20/21      BNP Paribas S.A.     0.690%        EUR        9,381,000        (151,287)        (109,221)        (42,066)   

HSBC Bank plc
3.750%, due 11/30/16

    (1.000%)        12/20/21      Bank of America N.A.     0.690%        EUR        1,086,000        (17,514)        (17,047)        (467)   

HSBC Bank plc
3.750%, due 11/30/16

    (1.000%)        12/20/21      Citibank N.A.     0.690%        EUR        3,575,000        (57,654)        (51,486)        (6,168)   

HSBC Bank plc
3.750%, due 11/30/16

    (1.000%)        12/20/21      Citibank N.A.     0.690%        EUR        7,246,000        (116,856)        (104,355)        (12,501)   

HSBC Bank plc
3.750%, due 11/30/16

    (1.000%)        12/20/21      Credit Suisse International     0.690%        EUR        7,874,000        (126,983)        (118,489)        (8,494)   

Loews Corp.
6.000%, due 02/01/35

    (1.000%)        12/20/20      Barclays Bank plc     0.236%        USD        2,145,000        (63,472)        (75,932)        12,460   

Mexico Government International Bond
5.950%, due 03/19/19

    (1.000%)        06/20/20      JPMorgan Chase Bank N.A.     1.122%        USD        3,824,276        15,651        33,406        (17,755)   

Mexico Government International Bond
5.950%, due 03/19/19

    (1.000%)        09/20/20      Bank of America N.A.     1.182%        USD        3,824,276        24,881        50,241        (25,360)   

Prudential Financial, Inc.
7.375%, due 06/15/19

    (1.000%)        12/20/21      Citibank N.A.     0.848%        USD        7,537,000        (54,021)        73,550        (127,571)   

Republic of Argentina
7.625%, due 04/22/46

    (5.000%)        12/20/21      Bank of America N.A.     4.204%        USD        371,750        (12,917)        (17,895)        4,978   

Republic of Argentina
7.625%, due 04/22/46

    (5.000%)        12/20/21      Citibank N.A.     4.204%        USD        2,021,350        (70,235)        (44,443)        (25,792)   

Republic of Philippines
10.625%, due 03/16/25

    (1.000%)        12/20/21      Bank of America N.A.     1.101%        USD        2,207,720        10,414        22,404        (11,990)   

Republic of Philippines
10.625%, due 03/16/25

    (1.000%)        12/20/21      Bank of America N.A.     1.101%        USD        823,981        3,887        7,245        (3,358)   

Republic of Philippines
10.625%, due 03/16/25

    (1.000%)        12/20/21      Barclays Bank plc     1.101%        USD        9,549,961        45,050        37,560        7,490   

Republic of Philippines
10.625%, due 03/16/25

    (1.000%)        12/20/21      Barclays Bank plc     1.101%        USD        2,715,488        12,810        11,940        870   

Republic of Philippines
10.625%, due 03/16/25

    (1.000%)        12/20/21      Barclays Bank plc     1.101%        USD        1,513,766        7,141        10,905        (3,764)   

Republic of Philippines
10.625%, due 03/16/25

    (1.000%)        12/20/21      Barclays Bank plc     1.101%        USD        946,103        4,463        3,698        765   

 

See accompanying notes to financial statements.

 

MSF-35


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

OTC Credit Default Swaps on Corporate and Sovereign Issues—Buy Protection (a)—(Continued)

 

Reference Obligation

  Fixed Deal
(Pay) Rate
    Maturity
Date
   

Counterparty

  Implied Credit
Spread at
December 31,
2016(b)
    Notional
Amount(c)
    Market
Value
    Upfront
Premium
Paid/(Received)
    Unrealized
Appreciation/
(Depreciation)
 

Republic of Philippines
10.625%, due 03/16/25

    (1.000%)       12/20/21     Barclays Bank plc     1.101%       USD       756,883     $ 3,570     $ 2,959     $ 611  

Republic of Philippines
10.625%, due 03/16/25

    (1.000%)       12/20/21     Barclays Bank plc     1.101%       USD       378,441       1,785       1,479       306  

Republic of Philippines
10.625%, due 03/16/25

    (1.000%)       12/20/21     Citibank N.A.     1.101%       USD       2,277,553       10,744       17,816       (7,072)  

Republic of Philippines
10.625%, due 03/16/25

    (1.000%)       12/20/21     Citibank N.A.     1.101%       USD       1,096,630       5,173       7,631       (2,458)  

Republic of Philippines
10.625%, due 03/16/25

    (1.000%)       12/20/21     Citibank N.A.     1.101%       USD       536,624       2,531       1,321       1,210  

Republic of Philippines
10.625%, due 03/16/25

    (1.000%)       12/20/21     JPMorgan Chase Bank N.A.     1.101%       USD       2,135,637       10,074       5,257       4,817  

Republic of Philippines
10.625%, due 03/16/25

    (1.000%)       12/20/21     JPMorgan Chase Bank N.A.     1.101%       USD       1,005,193       4,742       4,420       322  

Republic of Philippines
10.625%, due 03/16/25

    (1.000%)       12/20/21     UBS AG     1.101%       USD       934,409       4,408       3,652       756  

Republic of South Africa
5.500%, due 03/09/20

    (1.000%)       12/20/21     Bank of America N.A.     2.140%       USD       1,965,000       103,036       151,674       (48,638)  

Republic of South Africa
5.500%, due 03/09/20

    (1.000%)       12/20/21     Barclays Bank plc     2.140%       USD       11,830,000       620,313       907,869       (287,556)  

Republic of South Africa
5.500%, due 03/09/20

    (1.000%)       12/20/21     Citibank N.A.     2.140%       USD       4,815,000       252,477       371,659       (119,182)  

Republic of South Africa
5.500%, due 03/09/20

    (1.000%)       12/20/21     Goldman Sachs International     2.140%       USD       1,202,000       63,028       92,245       (29,217)  

Republic of South Africa
5.500%, due 03/09/20

    (1.000%)       12/20/21     JPMorgan Chase Bank N.A.     2.140%       USD       4,990,000       261,653       385,167       (123,514)  

Standard Chartered Bank
0.431%, due 09/04/17

    (1.000%)       12/20/21     BNP Paribas S.A.     1.156%       EUR       7,293,000       58,112       70,048       (11,936)  

Standard Chartered Bank
0.431%, due 09/04/17

    (1.000%)       12/20/21     JPMorgan Chase Bank N.A.     1.156%       EUR       3,568,000       28,430       34,191       (5,761)  

Standard Chartered Bank
0.431%, due 09/04/17

    (1.000%)       12/20/21     Citibank N.A.     1.156%       EUR       12,383,000       98,670       137,123       (38,453)  

Standard Chartered Bank
0.431%, due 09/04/17

    (1.000%)       12/20/21     Citibank N.A.     1.156%       EUR       4,122,000       32,845       61,590       (28,745)  

Standard Chartered Bank
0.431%, due 09/04/17

    (1.000%)       12/20/21     Citibank N.A.     1.156%       EUR       3,748,000       29,865       59,813       (29,948)  

Standard Chartered Bank
0.431%, due 09/04/17

    (1.000%)       12/20/21     Citibank N.A.     1.156%       EUR       3,000,000       23,904       28,699       (4,795)  

Standard Chartered Bank
0.431%, due 09/04/17

    (1.000%)       12/20/21     JPMorgan Chase Bank N.A.     1.156%       EUR       3,000,000       23,904       27,200       (3,296)  

Valero Energy Corp.
8.750%, due 06/15/30

    (1.000%)       12/20/20     Morgan Stanley Capital Services, LLC     0.817%       USD       2,145,000       (15,009)       51,754       (66,763)  
             

 

 

   

 

 

   

 

 

 

Totals

 

  $ 1,365,228     $ 2,714,515     $ (1,349,287)  
             

 

 

   

 

 

   

 

 

 

OTC Credit Default Swaps on Corporate and Sovereign Issues—Sell Protection (d)

 

Reference Obligation

  Fixed Deal
Receive Rate
  Maturity
Date
    Counterparty   Implied Credit
Spread at
December 31,
2016(b)
    Notional
Amount(c)
    Market
Value
    Upfront
Premium
Paid/(Received)
    Unrealized
Appreciation
 

Fiat Chrysler Automobiles NV
4.500%, due 04/15/17

  5.000%     12/20/21     Citibank N.A.     3.169%       EUR       10,000     $ 890     $ 728     $ 162  

CNH Industrial Finance
6.250%, due 03/09/18

  5.000%     12/20/20     BNP Paribas S.A.     1.647%       EUR       21,277       2,922       2,368       554  

Mexico Government International Bond 5.950%, due 03/19/19

  1.000%     06/20/20     Bank of America
N.A.
    1.122%       USD       3,824,276       (15,651     (38,756     23,105  

 

See accompanying notes to financial statements.

 

MSF-36


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

OTC Credit Default Swaps on Corporate and Sovereign Issues—Sell Protection (d)

 

Reference Obligation

  Fixed Deal
Receive Rate
  Maturity
Date
    Counterparty   Implied Credit
Spread at
December 31,
2016(b)
    Notional
Amount(c)
    Market
Value
    Upfront
Premium
Paid/(Received)
    Unrealized
Appreciation
 

Mexico Government International Bond
5.950%, due 03/19/19

  1.000%     09/20/20      JPMorgan Chase
Bank N.A.
    1.182%        USD        3,824,276      $ (24,881   $ (43,741   $ 18,860   

Peugeot S.A.
7.375%, due 03/06/18

  5.000%     12/20/21      BNP Paribas S.A.     1.921%        EUR        10,000        1,550        1,483        67   

UniCredit S.p.A.
1.00%, due 04/10/17

  1.000%     12/20/21      BNP Paribas S.A.     1.743%        EUR        5,184        (194     (241     47   

UniCredit S.p.A.
0.629%, due 04/10/2017

  1.000%     12/20/21      Barclays Bank plc     1.743%        EUR        10,000        (373     (588     215   
             

 

 

   

 

 

   

 

 

 

Totals

  

  $ (35,737   $ (78,747   $ 43,010   
             

 

 

   

 

 

   

 

 

 

OTC Credit Default Swaps on Credit Indices—Buy Protection (a)

 

Reference Obligation

  Fixed Deal
(Pay) Rate
  Maturity
Date
   

Counterparty

  Implied Credit
Spread at
December 31,
2016(b)
    Notional
Amount(c)
    Market
Value
    Upfront
Premium
Paid/(Received)
    Unrealized
Appreciation/
(Depreciation)
 

CMBX.NA.6.AAA

  (0.500%)     05/11/63      Deutsche Bank AG     0.000     USD        2,680,000      $ 1,102      $ 744      $ 358   

CMBX.NA.6.AAA

  (0.500%)     05/11/63      Deutsche Bank AG     0.000     USD        2,340,000        962        (883     1,845   

CMBX.NA.6.AAA

  (0.500%)     05/11/63      Deutsche Bank AG     0.000     USD        1,670,000        687        242        445   

CMBX.NA.8.AAA

  (0.500%)     10/17/57      Credit Suisse International     0.000     USD        1,340,000        15,423        31,672        (16,249

CMBX.NA.8.AAA

  (0.500%)     10/17/57      Morgan Stanley Capital Services, LLC     0.000     USD        820,000        9,438        19,077        (9,639

CMBX.NA.8.AAA

  (0.500%)     10/17/57      Morgan Stanley Capital Services, LLC     0.000     USD        680,000        7,827        15,273        (7,446

CMBX.NA.AAA.V8

  (0.500%)     10/17/57      Credit Suisse International     0.000     USD        990,000        11,395        44,956        (33,561

CMBX.NA.AAA.V9

  (0.500%)     09/17/58      Goldman Sachs International     0.000     USD        660,000        14,499        21,522        (7,023

CMBX.NA.BBB-.V6

  (3.000%)     05/11/63      JPMorgan Chase Bank N.A.     0.000     USD        340,000        19,334        22,465        (3,131

CMBX.NA.BBB-.V6

  (3.000%)     05/11/63      JPMorgan Chase Bank N.A.     0.000     USD        340,000        19,334        22,465        (3,131

CMBX.NA.BBB-.V6

  (3.000%)     05/11/63      Morgan Stanley Capital Services, LLC     0.000     USD        340,000        19,334        20,627        (1,293
             

 

 

   

 

 

   

 

 

 

Totals

  

  $ 119,335      $ 198,160      $ (78,825
             

 

 

   

 

 

   

 

 

 

 

OTC Credit Default Swaps on Credit Indices—Sell Protection (d)

 

Reference Obligation

  Fixed Deal
Receive Rate
    Maturity
Date
   

Counterparty

  Implied Credit
Spread at
December 31,
2016(b)
    Notional
Amount(c)
    Market
Value
    Upfront
Premium
Paid/(Received)
    Unrealized
Appreciation
 

CMBX.NA.A.V8

    2.000%        10/17/57      Morgan Stanley Capital Services, LLC     0.000%        USD        190,000      $ (9,741)      $ (22,074)      $ 12,333   

CMBX.NA.AAA.V7

    0.500%        01/17/47      Credit Suisse International     0.000%        USD        5,000,000        (28,433)        (156,398)        127,965   

CMBX.NA.AM.V4

    0.500%        02/17/51      Deutsche Bank AG     0.000%        USD        2,370,000        (59,250)        (359,977)        300,727   

CMBX.NA.BBB-.V6

    3.000%        05/11/63      Credit Suisse International     0.000%        USD        340,000        (19,334)        (28,925)        9,591   
             

 

 

   

 

 

   

 

 

 

Totals

  

  $ (116,758)      $ (567,374)      $ 450,616   
             

 

 

   

 

 

   

 

 

 

 

(a) If the Portfolio is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Portfolio will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

 

See accompanying notes to financial statements.

 

MSF-37


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

 

(b) Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on corporate issues or indices as of period end serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced entity or obligation.
(c) The maximum potential amount of future undiscounted payments that the Portfolio could be required to make under a credit default swap contract would be the notional amount of the contract. These potential amounts would be partially offset by any recovery values of the referenced debt obligation or net amounts received from the settlement of purchased protection credit default swap contracts entered into by the Portfolio for the same referenced debt obligation.
(d) If the Portfolio is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Portfolio will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

 

(BRL)— Brazilian Real
(CLP)— Chilean Peso
(CNH)— Chinese Renminbi
(CNY)— Chinese Yuan
(EUR)— Euro
(GBP)— British Pound
(IDR)— Indonesian Rupiah
(INR)— Indian Rupee
(JPY)— Japanese Yen
(KRW)— South Korean Won
(MXN)— Mexican Peso
(RUB)— Russian Ruble
(TWD)— Taiwanese Dollar
(USD)— United States Dollar
(ZAR)— South African Rand
(CDI)— Brazil Interbank Deposit Rate
(CMBX)— Commercial Mortgage-Backed Index
(CDS)— Credit Default Swap
(CDX.NA.HY)— Markit North America High Yield CDS Index
(CDX.NA.IG)— Markit North America Investment Grade CDS Index
(CMBX.NA.A)— Markit North America A Rated CMBS Index
CMBX.NA.AAA)— Markit North America AAA Rated CMBS Index
(CMBX.NA.AM)— Markit North America Mezzanine AAA Rated CMBS Index
(CMBX.NA.BBB-)— Markit North America BBB- Rated CMBS Index
(JIBAR)— Johannesburg Interbank Agreed Rate
(KWCDC)— Korean Certificate of Deposit Rate
(LIBOR)— London Interbank Offered Rate
(TIIE)— Mexican Interbank Equilibrium Interest Rate
(UKRPI)— United Kingdom Retail Price Index

 

See accompanying notes to financial statements.

 

MSF-38


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1     Level 2     Level 3      Total  

Total U.S. Treasury & Government Agencies*

   $ —       $ 2,095,926,767     $ —        $ 2,095,926,767  

Total Corporate Bonds & Notes*

     —         929,428,130       —          929,428,130  

Total Asset-Backed Securities*

     —         466,174,524       —          466,174,524  

Total Mortgage-Backed Securities*

     —         249,667,272       —          249,667,272  

Total Foreign Government*

     —         125,903,207       —          125,903,207  

Total Municipals

     —         122,719,939       —          122,719,939  

Total Preferred Stocks*

     14,987,393       —         —          14,987,393  

Total Purchased Options*

     —         1,695,538       —          1,695,538  

Short-Term Investments

         

Certificate of Deposit

     —         110,940,498       —          110,940,498  

Commercial Paper

     —         24,812,407       —          24,812,407  

Repurchase Agreement

     —         12,892,826       —          12,892,826  

Total Short-Term Investments

     —         148,645,731       —          148,645,731  

Total Securities Lending Reinvestments*

     —         218,476,772       —          218,476,772  

Total Investments

   $ 14,987,393     $ 4,358,637,880     $ —        $ 4,373,625,273  
                                   

Collateral for Securities Loaned (Liability)

   $ —       $ (218,357,623   $ —        $ (218,357,623

TBA Forward Sales Commitments

   $ —       $ (306,674,415   $ —        $ (306,674,415

Forward Contracts

         

Forward Foreign Currency Exchange Contracts (Unrealized Appreciation)

   $ —       $ 2,507,628     $ —        $ 2,507,628  

Forward Foreign Currency Exchange Contracts (Unrealized Depreciation)

     —         (1,009,396     —          (1,009,396

Total Forward Contracts

   $ —       $ 1,498,232     $ —        $ 1,498,232  

Futures Contracts

         

Futures Contracts (Unrealized Appreciation)

   $ 1,092,672     $ —       $ —        $ 1,092,672  

Futures Contracts (Unrealized Depreciation)

     (2,808,261     —         —          (2,808,261

Total Futures Contracts

   $ (1,715,589   $ —       $ —        $ (1,715,589

Written Options at Value

   $ —       $ (272,871   $ —        $ (272,871

Centrally Cleared Swap Contracts

         

Centrally Cleared Swap Contracts (Unrealized Appreciation)

   $ —       $ 2,362,942     $ —        $ 2,362,942  

Centrally Cleared Swap Contracts (Unrealized Depreciation)

     —         (1,151,381     —          (1,151,381

Total Centrally Cleared Swap Contracts

   $ —       $ 1,211,561     $ —        $ 1,211,561  

 

See accompanying notes to financial statements.

 

MSF-39


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Schedule of Investments as of December 31, 2016

Fair Value Hierarchy—(Continued)

 

Description    Level 1      Level 2     Level 3      Total  

OTC Swap Contracts

          

OTC Swap Contracts at Value (Assets)

   $ —        $ 3,653,959     $ —        $ 3,653,959  

OTC Swap Contracts at Value (Liabilities)

     —          (2,053,994     —          (2,053,994

Total OTC Swap Contracts

   $ —        $ 1,599,965     $ —        $ 1,599,965  

Total Reverse Repurchase Agreements
(Liability)

   $ —        $ (80,550,272   $ —        $ (80,550,272

 

* See Schedule of Investments for additional detailed categorizations.

Level 3 investments at the beginning and/or end of the period in relation to net assets were not significant and accordingly, a reconciliation of Level 3 assets for the year ended December 31, 2016 is not presented.

 

See accompanying notes to financial statements.

 

MSF-40


Metropolitan Series Fund

BlackRock Bond Income Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

 

Investments at value (a) (b)

   $ 4,373,625,273  

Cash

     119,629  

Cash denominated in foreign currencies (c)

     7,416,369  

Cash collateral (d)

     10,362,870  

OTC swap contracts at market value (e)

     3,653,959  

Unrealized appreciation on forward foreign currency exchange contracts

     2,507,628  

Receivable for:

 

Investments sold

     3,909,236  

TBA securities sold (f)

     505,483,648  

Fund shares sold

     1,102,145  

Principal paydowns

     18,935  

Interest

     19,781,126  

Variation margin on futures contracts

     774,664  

Interest on OTC swap contracts

     248,771  

Prepaid expenses

     10,913  

Other assets

     59,020  
  

 

 

 

Total Assets

     4,929,074,186  

Liabilities

 

Written options at value (g)

     272,871  

Forward sales commitments, at value

     306,674,415  

Reverse repurchase agreements

     80,550,272  

OTC swap contracts at market value (h)

     2,053,994  

Cash collateral for OTC swap contracts

     3,400,000  

Unrealized depreciation on forward foreign currency exchange contracts

     1,009,396  

Collateral for securities loaned

     218,357,623  

Payables for:

 

Investments purchased

     1,184,712  

TBA securities purchased (f)

     490,632,155  

Fund shares redeemed

     829,226  

Interest on reverse repurchase agreements

     37,880  

Foreign taxes

     34,005  

Variation margin on centrally cleared swap contracts

     286,578  

Interest on forward sales commitments

     513,153  

Interest on OTC swap contracts

     287,094  

Accrued Expenses:

 

Management fees

     1,058,028  

Distribution and service fees

     123,722  

Deferred trustees’ fees

     92,016  

Other expenses

     813,287  
  

 

 

 

Total Liabilities

     1,108,210,427  
  

 

 

 

Net Assets

   $ 3,820,863,759  
  

 

 

 

Net Assets Consist of:

 

Paid in surplus

   $ 3,793,359,516  

Undistributed net investment income

     116,631,555  

Accumulated net realized loss

     (39,100,433

Unrealized depreciation on investments, written options, futures contracts, swap contracts and foreign currency transactions

     (50,026,879
  

 

 

 

Net Assets

   $ 3,820,863,759  
  

 

 

 

Net Assets

 

Class A

   $ 3,187,238,743  

Class B

     516,443,821  

Class E

     117,181,195  

Capital Shares Outstanding*

 

Class A

     30,069,207  

Class B

     4,960,214  

Class E

     1,115,701  

Net Asset Value, Offering Price and Redemption Price Per Share

 

Class A

   $ 106.00  

Class B

     104.12  

Class E

     105.03  

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $4,423,253,901.
(b) Includes securities loaned at value of $212,597,740.
(c) Identified cost of cash denominated in foreign currencies was $7,464,153.
(d) Includes collateral of $440,000 for OTC swap contracts and $9,922,870 for centrally cleared swap contracts.
(e) Net premium paid on OTC swap contracts was $1,119,528.
(f) Included within TBA securities sold is $415,618,619 related to TBA forward sale commitments and included within TBA securities purchased is $108,767,249 related to TBA forward sale commitments.
(g) Premiums received on written options were $623,101.
(h) Net premium paid on OTC swap contracts was $1,147,026.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

 

Dividends

   $ 959,487  

Interest (a)

     110,262,091  

Securities lending income

     388,106  

Other income (b)

     488,771  
  

 

 

 

Total investment income

     112,098,455  

Expenses

 

Management fees

     12,590,207  

Administration fees

     125,959  

Custodian and accounting fees

     749,797  

Distribution and service fees—Class B

     1,300,545  

Distribution and service fees—Class E

     183,997  

Interest expense

     71,499  

Audit and tax services

     122,424  

Legal

     33,061  

Trustees’ fees and expenses

     45,248  

Shareholder reporting

     249,514  

Insurance

     26,616  

Miscellaneous

     48,070  
  

 

 

 

Total expenses

     15,546,937  
  

 

 

 

Net Investment Income

     96,551,518  
  

 

 

 

Net Realized and Unrealized Gain

  
Net realized gain (loss) on:  

Investments (c)

     (25,950,805

Futures contracts

     15,059,090  

Written options

     4,204,405  

Swap contracts

     4,724,229  

Foreign currency transactions

     3,030,077  
  

 

 

 

Net realized gain

     1,066,996  
  

 

 

 
Net change in unrealized appreciation (depreciation) on:  

Investments (d)

     10,268,350  

Futures contracts

     (2,449,932

Written options

     (551,474

Swap contracts

     4,881,475  

Foreign currency transactions

     4,181,185  
  

 

 

 

Net change in unrealized appreciation

     16,329,604  
  

 

 

 

Net realized and unrealized gain

     17,396,600  
  

 

 

 

Net Increase in Net Assets From Operations

   $ 113,948,118  
  

 

 

 

 

(a) Net of foreign withholding taxes of $113,344.
(b) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.
(c) Net of foreign capital gains tax of $89,875.
(d) Includes change in foreign capital gains tax of $34,005.

 

See accompanying notes to financial statements.

 

MSF-41


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

 

From Operations

 

Net investment income

   $ 96,551,518     $ 102,501,031  

Net realized gain

     1,066,996       23,661,490  

Net change in unrealized appreciation (depreciation)

     16,329,604       (99,056,856
  

 

 

   

 

 

 

Increase in net assets from operations

     113,948,118       27,105,665  
  

 

 

   

 

 

 

From Distributions to Shareholders

 

Net investment income

 

Class A

     (102,987,554     (133,507,891

Class B

     (15,546,181     (19,257,211

Class E

     (3,722,162     (5,052,422

Net realized capital gains

 

Class A

     0       (39,098,515

Class B

     0       (6,006,393

Class E

     0       (1,544,832
  

 

 

   

 

 

 

Total distributions

     (122,255,897     (204,467,264
  

 

 

   

 

 

 

Increase (decrease) in net assets from capital share transactions

     10,844,267       (354,447,512
  

 

 

   

 

 

 

Total increase (decrease) in net assets

     2,536,488       (531,809,111

Net Assets

 

Beginning of period

     3,818,327,271       4,350,136,382  
  

 

 

   

 

 

 

End of period

   $ 3,820,863,759     $ 3,818,327,271  
  

 

 

   

 

 

 

Undistributed net investment income

 

End of period

   $ 116,631,555     $ 125,949,993  
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

 

Sales

     1,788,011     $ 195,109,223       1,013,267     $ 112,853,439  

Reinvestments

     960,257       102,987,554       1,627,901       172,606,406  

Redemptions

     (2,621,035     (281,776,136     (5,922,458     (646,280,255
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     127,233     $ 16,320,641       (3,281,290   $ (360,820,410
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

 

Sales

     518,377     $ 55,117,107       554,079     $ 59,688,701  

Reinvestments

     147,371       15,546,181       242,105       25,263,604  

Redemptions

     (634,036     (67,150,297     (626,260     (66,816,921
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     31,712     $ 3,512,991       169,924     $ 18,135,384  
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

 

Sales

     88,968     $ 9,549,094       57,831     $ 6,284,511  

Reinvestments

     34,996       3,722,162       62,736       6,597,254  

Redemptions

     (207,952     (22,260,621     (228,209     (24,644,251
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (83,988   $ (8,989,365     (107,642   $ (11,762,486
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase (decrease) derived from capital shares transactions

     $ 10,844,267       $ (354,447,512
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-42


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Financial Highlights

 

Selected per share data  
     Class A  
     Year Ended December 31,  
     2016     2015     2014     2013     2012  

Net Asset Value, Beginning of Period

   $ 106.14      $ 110.97      $ 107.33      $ 115.27      $ 110.90   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     2.76  (b)      2.73        3.18        3.36        3.21   

Net realized and unrealized gain (loss) on investments

     0.61        (2.08     4.28        (4.07     4.95   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     3.37        0.65        7.46        (0.71     8.16   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     (3.51     (4.24     (3.82     (4.49     (3.05

Distributions from net realized capital gains

     0.00        (1.24     0.00        (2.74     (0.74
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (3.51     (5.48     (3.82     (7.23     (3.79
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 106.00      $ 106.14      $ 110.97      $ 107.33      $ 115.27   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (%) (c)

     3.12        0.59        7.08        (0.77     7.55   

Ratios/Supplemental Data

          

Gross ratio of expenses to average net assets (%)

     0.37        0.36        0.35        0.35        0.36   

Net ratio of expenses to average net assets (%) (d)

     0.37        0.36        0.35        0.35        0.36   

Ratio of net investment income to average net assets (%)

     2.56  (b)      2.50        2.91        3.07        2.85   

Portfolio turnover rate (%)

     571  (e)      824  (e)      679  (e)      801  (e)      1,002  (e) 

Net assets, end of period (in millions)

   $ 3,187.2      $ 3,178.0      $ 3,686.9      $ 3,213.0      $ 3,474.3   
     Class B  
     Year Ended December 31,  
     2016     2015     2014     2013     2012  

Net Asset Value, Beginning of Period

   $ 104.31      $ 109.16      $ 105.64      $ 113.56      $ 109.31   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     2.45  (b)      2.42        2.87        3.05        2.89   

Net realized and unrealized gain (loss) on investments

     0.59        (2.05     4.20        (4.01     4.88   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     3.04        0.37        7.07        (0.96     7.77   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     (3.23     (3.98     (3.55     (4.22     (2.78

Distributions from net realized capital gains

     0.00        (1.24     0.00        (2.74     (0.74
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (3.23     (5.22     (3.55     (6.96     (3.52
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 104.12      $ 104.31      $ 109.16      $ 105.64      $ 113.56   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (%) (c)

     2.86        0.34        6.81        (1.01     7.28   

Ratios/Supplemental Data

          

Gross ratio of expenses to average net assets (%)

     0.62        0.61        0.60        0.60        0.61   

Net ratio of expenses to average net assets (%) (d)

     0.62        0.61        0.60        0.60        0.61   

Ratio of net investment income to average net assets (%)

     2.31  (b)      2.26        2.67        2.82        2.60   

Portfolio turnover rate (%)

     571  (e)      824  (e)      679  (e)      801  (e)      1,002  (e) 

Net assets, end of period (in millions)

   $ 516.4      $ 514.1      $ 519.5      $ 488.1      $ 503.6   

Please see following page for Financial Highlights footnote legend.

 

See accompanying notes to financial statements.

 

MSF-43


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Financial Highlights

 

Selected per share data  
     Class E  
     Year Ended December 31,  
     2016     2015     2014     2013     2012  

Net Asset Value, Beginning of Period

   $ 105.18      $ 110.00      $ 106.41      $ 114.32      $ 110.02   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     2.57  (b)      2.55        3.00        3.18        3.02   

Net realized and unrealized gain (loss) on investments

     0.60        (2.07     4.23        (4.04     4.91   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     3.17        0.48        7.23        (0.86     7.93   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     (3.32     (4.06     (3.64     (4.31     (2.89

Distributions from net realized capital gains

     0.00        (1.24     0.00        (2.74     (0.74
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (3.32     (5.30     (3.64     (7.05     (3.63
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 105.03      $ 105.18      $ 110.00      $ 106.41      $ 114.32   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (%) (c)

     2.98        0.44        6.92        (0.91     7.38   

Ratios/Supplemental Data

          

Gross ratio of expenses to average net assets (%)

     0.52        0.51        0.50        0.50        0.51   

Net ratio of expenses to average net assets (%) (d)

     0.52        0.51        0.50        0.50        0.51   

Ratio of net investment income to average net assets (%)

     2.40  (b)      2.35        2.78        2.92        2.70   

Portfolio turnover rate (%)

     571  (e)      824  (e)      679  (e)      801  (e)      1,002  (e) 

Net assets, end of period (in millions)

   $ 117.2      $ 126.2      $ 143.8      $ 150.7      $ 176.2   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Net investment income per share and the ratio of net investment income to average net assets include a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which amounted to $0.01 per share and 0.01% of average net assets, respectively.
(c) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(d) Includes the effects of management fee waivers (see Note 6 of the Notes to Financial Statements).
(e) Includes mortgage dollar roll and TBA transactions; excluding these transactions the portfolio turnover rates would have been 178%, 278%, 276%, 267% and 390% for the years ended December 31, 2016, 2015, 2014, 2013 and 2012, respectively.

 

See accompanying notes to financial statements.

 

MSF-44


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is BlackRock Bond Income Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers three classes of shares: Class A, B and E shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820- Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Mortgage and asset-backed securities are generally valued on the basis of evaluated or composite bid quotations obtained from pricing services selected by the Adviser pursuant to authorization of and subject to general oversight by the Board. These securities are usually issued as separate tranches, or classes, of securities within each deal. The pricing models for these securities usually consider tranche-level attributes, current market data, estimated cash flows and market-based yield spreads for each tranche and incorporate deal collateral performance, as available. Mortgage and asset-backed securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the

 

MSF-45


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Foreign currency forward contracts are valued through an independent pricing service by interpolating between forward and spot currency rates in the London foreign exchange markets as of a designated hour on a valuation day. These contracts are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

Options, including swaptions, and futures contracts that are traded OTC are generally valued on the basis of interdealer bid and asked prices or prices provided by pricing service providers who use a series of techniques, including simulation pricing models, to determine the value of the contracts. The pricing models use inputs that are observed from actively quoted markets such as issuer details, indices, spreads, interest rates, yield curves, credit curves, measures of volatility and exchange rates. These contracts are generally categorized as Level 2 within the fair value hierarchy.

Swap contracts (other than centrally cleared swaps) are marked-to-market daily based on quotations and prices supplied by market makers, broker-dealers and other pricing services. Such quotations and prices are derived utilizing observable data, including the underlying reference securities or indices, credit spread quotations and expected default recovery rates determined by the pricing service. These contracts are generally categorized as Level 2 within the fair value hierarchy.

Centrally cleared swaps listed or traded on a multilateral or trade facility platform, such as a registered exchange, are valued at the daily settlement price determined by the respective exchange or a pricing service when the exchange price is not available. For centrally cleared credit default swaps, the clearing facility requires its members to provide actionable price levels across complete term structures. These levels along with external third party prices are used to produce daily settlement prices. These securities are categorized as Level 2 within the fair value hierarchy. Centrally cleared interest rate swaps are valued using a pricing model that references the underlying rates, including the overnight index swap rate and London Interbank Offered Rate (“LIBOR”) forward rate to produce the daily settlement price. These securities are categorized as Level 2 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix

 

MSF-46


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to foreign currency transactions, amortization of debt securities, paydown gain/loss reclasses, foreign capital gains taxes, deflationary sell adjustments and swap contract transactions. These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Mortgage Dollar Rolls - The Portfolio may enter into mortgage “dollar rolls” in which a Portfolio sells to-be-announced (“TBA”) mortgage-backed securities for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type, coupon, and maturity) securities on a specified future date. For the duration of the transaction, or roll period, the Portfolio foregoes principal (including prepayments of principal) and interest paid on the securities sold. Dollar rolls are accounted for as purchase and sale transactions; gain or loss is recognized at the commencement of the term of the dollar roll and each time the mortgage-backed security is rolled.

Treasury and mortgage dollar roll transactions involve the risk that the market value of the securities that the Portfolio is required to repurchase or reacquire may be less than the agreed-upon repurchase price of those securities and that the investment performance of securities purchased with proceeds from these transactions does not exceed the income, capital appreciation, and gain or loss that would have been realized on the securities transferred or sold, as applicable, as part of the treasury or mortgage dollar roll.

Mortgage-Related and Other Asset-Backed Securities - The Portfolio may invest in mortgage-related or other asset-backed securities. These securities may include mortgage pass-through securities, collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities, CMO residuals, stripped mortgage-backed securities (“SMBS”), and other securities that directly or indirectly represent a participation in, or are secured by or payable from, mortgage loans on real property or other receivables. The value of some mortgage- or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Portfolio to a lower rate of return upon reinvestment of principal. The value of these securities may fluctuate in response to the market’s perception of the creditworthiness of the issuers. Additionally, although mortgages and mortgage-related securities are generally supported by some form of government or private guarantee and/or insurance, there is no assurance that private guarantors or insurers will meet their obligations.

 

MSF-47


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

In one type of SMBS, one class receives all of the interest from the mortgage assets (the interest-only or “IO” class), while the other class will receive all of the principal (the principal-only or “PO” class). Because principal will not be received at the maturity of an IO, adjustments are made to the book value of the security until maturity. These adjustments are netted against payments received for the IOs and the net amount is included in interest income on the Statement of Operations of the Portfolio. Payments received for POs are treated as reductions to the cost and par value of the securities. Details of mortgage-related and other asset-backed securities held by the Portfolio are included in the Portfolio’s Schedule of Investments.

The Portfolio may invest a significant portion of its assets in securities of issuers that hold mortgage and asset-backed securities and direct investments in securities backed by commercial and residential mortgage loans and other financial assets. The value and related income of these securities are sensitive to changes in economic conditions, including delinquencies and/or defaults, and may be negatively impacted by increased volatility of market prices and periods of illiquidity.

TBA Purchase & Forward Sale Commitments - The Portfolio may enter into TBA commitments to purchase or sell securities for a fixed price at a future date. TBA commitments are considered securities in themselves, and involve a risk of loss if the value of the security to be purchased or sold declines or increases prior to settlement date, which is in addition to the risk of decline in the value of the Portfolio’s other assets. TBA forward sale commitments are valued at the current market value of the underlying securities, according to the procedures described under “Investment Valuation and Fair Value Measurements”.

When-Issued and Delayed-Delivery Securities - The Portfolio may purchase securities on a when-issued or delayed-delivery basis. Settlement of such transactions normally occurs within a month or more after the purchase commitment is made. The Portfolio may purchase securities under such conditions only with the intention of actually acquiring them, but may enter into a separate agreement to sell the securities before the settlement date. Since the value of securities purchased may fluctuate prior to settlement, the Portfolio may be required to pay more at settlement than the security is worth. In addition, the purchaser is not entitled to any of the interest earned prior to settlement.

Upon making a commitment to purchase a security on a when-issued or delayed-delivery basis, the Portfolio will hold liquid assets in a segregated account with the Portfolio’s custodian, or set aside liquid assets in the Portfolio’s records, worth at least the equivalent of the amount due. The liquid assets will be monitored on a daily basis and adjusted as necessary to maintain the necessary value.

High Yield Debt Securities - The Portfolio may invest in high yield debt securities, or “junk bonds,” which are securities that are rated below “investment grade” or, if not rated, are of equivalent quality. A portfolio with high yield debt securities generally will be exposed to greater market risk and credit risk than a portfolio that invests only in investment grade debt securities because issuers of high yield debt securities are generally less secure financially, are more likely to default on their obligations, and their securities are more sensitive to interest rate changes and downturns in the economy. In addition, the secondary market for lower-rated debt securities may not be as liquid as that for more highly rated debt securities. As a result, the Portfolio’s Subadviser may find it more difficult to value lower-rated debt securities or sell them and may have to sell them at prices significantly lower than the values assigned to them by the Portfolio.

Floating Rate Loans - The Portfolio may invest in loans arranged through private negotiation between one or more financial institutions. The Portfolio’s investment in any such loan may be in the form of a participation in or an assignment of the loan. In connection with purchasing participations, the Portfolio generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower. The Portfolio may not benefit directly from any collateral supporting the loan in which it has purchased the participation or assignment. The purchase of assignments will typically result in the Portfolio having a direct contractual relationship with the borrower, and the Portfolio may enforce compliance by the borrower with the terms of the loan agreement.

The Portfolio may invest in multiple series or tranches of a loan, which may have varying terms and carry different associated risks. When the Portfolio purchases assignments it acquires direct rights against the borrower of the loan. These loans may include participations in bridge loans, which are loans taken out by borrowers for a short period (typically less than one year) pending arrangement of more permanent financing.

The Portfolio will assume the credit risk of both the borrower and the lender that is selling the participation. In the event of the insolvency of the lender selling the participation, the Portfolio may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In

 

MSF-48


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio had direct investments in repurchase agreements with a gross value of $12,892,826. Additionally, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $ 27,433,845. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

Reverse Repurchase Agreements - The Portfolio may enter into reverse repurchase agreements with qualified institutions. In a reverse repurchase agreement, the Portfolio transfers securities in exchange for cash to a financial institution or counterparty, concurrently with an agreement by the Portfolio to re-acquire the same securities at an agreed upon price and date. During the reverse repurchase agreement period, the Portfolio continues to receive principal and interest payments on these securities. The Portfolio will establish a segregated account with its custodian in which it will maintain liquid assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities transferred by the Portfolio may decline below the agreed-upon reacquisition price of the securities. In the event of default or failure by a party to perform an obligation in connection with any reverse repurchase transaction, the MRA entitles the non-defaulting party with a right to set-off claims and apply property held by it in respect of any reverse repurchase transaction against obligations owed to it. Cash received in exchange for securities transferred under reverse repurchase agreements plus accrued interest payments to be made by the Portfolio to counterparties are reflected as Reverse repurchase agreements on the Statement of Assets and Liabilities.

For the year ended December 31, 2016, the Portfolio had an outstanding reverse repurchase agreement balance for 220 days. The average amount of borrowings was $189,958,009 and the annualized weighted average interest rate was 0.04% during the 220 day period.

 

MSF-49


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

The following table summarizes open reverse repurchase agreements by counterparty which are subject to offset under an MRA on a net basis as of December 31, 2016:

 

Counterparty

     Reverse
Repurchase
Agreements
     Collateral
Pledged1
       Net
Amount*
 

Bank of America N.A.

     $ (80,550,272    $ 80,550,272        $  
    

 

 

    

 

 

      

 

 

 
     $ (80,550,272    $ 80,550,272        $  
    

 

 

    

 

 

      

 

 

 

 

  1  Collateral with a value of $80,680,054 has been pledged in connection with open reverse repurchase agreements. In some instances, the actual collateral pledged may be more than the amount shown here due to overcollateralization.
  * Net amount represents the net amount payable due to the counterparty in the event of default.

Secured Borrowing Transactions - The Portfolio may enter into transactions consisting of a transfer of a security by the Portfolio to a financial institution or counterparty, with a simultaneous agreement to reacquire the same, or substantially the same security, at an agreed-upon price and future settlement date. Such transactions are treated as secured borrowings, and not as purchases and sales. The Portfolio receives cash from the transfer of the security to use for other investment purposes. During the term of the borrowing, the Portfolio is not entitled to receive principal and interest payments, if any, made on the security transferred to the counterparty during the term of the agreement. The difference between the transfer price and the reacquisition price, known as the “price drop”, is included in net investment income with the cost of the secured borrowing transaction being recorded as interest expense over the term of the borrowing.

The following table provides a breakdown of transactions accounted for as secured borrowings, the gross obligations by the type of collateral pledged, and the remaining contractual maturities of those transactions, which are accounted for as secured borrowings.

 

     Remaining Contractual Maturity of the Agreements
As of December 31, 2016
 
      Overnight and
Continuous
    Up to
30 Days
    31 - 90
Days
     Greater than
90 days
     Total  
Securities Lending Transactions             

Corporate Bonds & Notes

   $ (157,557,150   $     $      $      $ (157,557,150

Foreign Government

     (9,909,584                         (9,909,584

Preferred Stocks

     (865,421                         (865,421

U.S. Treasury & Government Agencies

     (50,025,468                         (50,025,468

Total

   $ (218,357,623   $     $      $      $ (218,357,623
Reverse Repurchase Agreements             

U.S. Treasury

           (80,550,272                   (80,550,272

Total Borrowings

   $ (218,357,623   $ (80,550,272   $      $      $ (298,907,895

Gross amount of recognized liabilities for securities lending transactions and reverse repurchase agreements

 

   $ (298,907,895
            

 

 

 

3. Investments in Derivative Instruments

Forward Foreign Currency Exchange Contracts - The Portfolio may enter into forward foreign currency exchange contracts to obtain investment exposure, enhance return or hedge or protect its portfolio holdings against the risk of future movements in certain foreign currency exchange rates. When entering into these contracts, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed-upon future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward foreign exchange rates at the valuation date, is included in the Statement of Assets and Liabilities. When a contract is closed, the Portfolio recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

Realized and unrealized gains and losses on forward foreign currency exchange contracts are included in the Statement of Operations. These contracts involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. The use of forward foreign currency exchange contracts does not eliminate fluctuations in the underlying prices of the securities of the Portfolio, but it does establish a rate of exchange that can be achieved in the future. Although forward foreign currency exchange contracts may limit the risk of loss due to a decline in the value of the currency holdings, they also limit any potential gain that might result should the value of the currency increase. In addition, the Portfolio could be exposed to losses if the counterparties to the contracts are unable to meet the terms of the contracts. The Portfolio may also experience losses even when such contracts are used for hedging purposes. The Portfolio’s maximum potential loss from such contracts is the aggregate face value in U.S. dollars at the time the contract was opened.

 

MSF-50


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Futures Contracts - The Portfolio may buy and sell futures contracts as a hedge, to maintain investment exposure to a target asset class or to enhance return. The Portfolio may be subject to fluctuations in equity prices, interest rates, commodity prices, and foreign currency exchange rates in the normal course of pursuing its investment objective. Futures contracts are standardized agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other asset. The Portfolio must deposit an amount (“initial margin”) equal to a certain percentage of the face value of the futures contract. The initial margin may be in the form of cash or securities, which is returned when the Portfolio’s obligations under the contract have been satisfied. If cash is deposited as the initial margin, it is shown as cash collateral on the Statement of Assets and Liabilities. Futures contracts are marked-to-market daily, and subsequent payments (“variation margin”) are made or received by the Portfolio depending on whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities and as a component of net change in unrealized appreciation/depreciation on the Statement of Operations. When the contract is closed or expires, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Risks of entering into futures contracts (and related options) include the possibility that the market for these instruments may be illiquid and that a change in the value of the contract or option may not correlate perfectly with changes in the value of the underlying instrument. If futures contracts are exchange-traded, the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures contracts against default. For OTC futures, the Portfolio’s ability to terminate the positions may be more limited than in the case of exchange-traded positions and may also involve the risk that securities dealers participating in such transactions would fail to meet their obligations to the Portfolio.

Options Contracts - An option contract purchased by the Portfolio gives the Portfolio the right, but not the obligation, to buy (call) or sell (put) an underlying instrument at a fixed exercise price during a specified period. Call options written by the Portfolio give the holder the right to buy the underlying instrument from the Portfolio at a fixed exercise price; put options written by the Portfolio give the holder the right to sell the underlying instrument to the Portfolio at a fixed exercise price.

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain investment exposure to a target asset class or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options used to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond perfectly to the change in value of the hedged instruments. The Portfolio also bears the risk of an unfavorable change in the value of the underlying instrument or the risk that the Portfolio may not be able to enter into a closing transaction due to an illiquid market. The Portfolio’s maximum risk of loss from counterparty credit risk, as opposed to investment and other types of risk, in respect of purchased options is typically the premium initially paid for the option plus any unrealized gains.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option is worthless when it expires and the premium paid for the option is considered a realized loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying instrument increases and the option is exercised, requiring the Portfolio to sell the underlying instrument at a price below its market value. When the Portfolio writes a call option on a security it does not own, its exposure on such an option is theoretically unlimited. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying instrument decreases and the option is exercised, requiring the Portfolio to purchase the underlying instrument at a price above its market value. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market for the option.

Purchases of put and call options are recorded as investments, the value of which are marked-to-market daily. When the Portfolio enters into a closing sale transaction, the Portfolio will realize a gain or loss depending on whether the sales proceeds from the closing sale transaction are greater or less than the premium initially paid for the option. When the Portfolio exercises a put option, it will realize a gain or loss from the sale of the underlying instrument and the proceeds from such sale will be decreased by the premium originally paid for the put option. When the Portfolio exercises a call option, the cost of the security which the Portfolio purchases upon exercise will be increased by the premium originally paid for the call option.

The premium received by the Portfolio for a written option is recorded as an asset and an equivalent liability. The liability is subsequently marked to market to reflect the current value of the option written. When a written option expires without being exercised or the Portfolio enters into a closing purchase transaction, the Portfolio realizes a gain (or loss if the cost of the closing purchase transaction exceeds the premium received when the option was sold) without regard to any unrealized gain or loss on the underlying instrument and the liability related to such option is eliminated. When a written call option is exercised, the Portfolio realizes a gain or loss, as adjusted for the premium received, from the sale of the underlying instrument. When a written put option is exercised, the premium received by the Portfolio is offset against the amount paid for the purchase of the underlying instrument.

The purpose of inflation-capped options is to protect the buyer from inflation, above a specified rate, eroding the value of investments in inflation-linked products with a given notional exposure. Inflation-capped options are used to give downside protection to investments in inflation-linked products by establishing a floor on the value of such products.

 

MSF-51


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Options on swaps (“swaptions”) are similar to options on securities except that instead of selling or purchasing the right to buy or sell a security, the writer or purchaser of the swaptions is granting or buying the right to enter into a previously agreed upon interest rate or credit default swap agreement (interest rate risk and/or credit risk) at any time before the expiration of the option.

Options on Exchange-Traded Futures Contract (“Futures Option”) is an option contract in which the underlying instrument is a single futures contract.

Written Options

The Portfolio transactions in written options during the year ended December 31, 2016:

 

Call Options

   Notional
Amount*
     Number of
Contracts
     Premium
Received
 

Options outstanding December 31, 2015

     1,206,357,000             $ 2,512,762  

Options written

     1,537,912,900        3,348        8,640,974  

Options bought back

     (377,743,000      (2,812      (5,602,787

Options exercised

     (1,753,301,000             (371,952

Options expired

     (539,441,350      (536      (4,630,063
  

 

 

    

 

 

    

 

 

 

Options outstanding December 31, 2016

     73,784,550             $ 548,934  
  

 

 

    

 

 

    

 

 

 

Put Options

   Notional
Amount*
     Number of
Contracts
     Premium
Received
 

Options outstanding December 31, 2015

     79,855,000             $ 1,834,084  

Options written

     1,306,401,300        12,762        9,615,944  

Options bought back

     (1,043,645,000      (8,377      (5,734,083

Options exercised

     (96,744,000             (1,243,551

Options expired

     (231,627,300      (4,385      (4,398,227
  

 

 

    

 

 

    

 

 

 

Options outstanding December 31, 2016

     14,240,000             $ 74,167  
  

 

 

    

 

 

    

 

 

 

 

  * Amount shown is in the currency in which the transaction was denominated.

Swap Agreements - The Portfolio may enter into swap agreements in which the Portfolio and a counterparty agree to either make periodic net payments on a specified notional amount or net payment upon termination. Swap agreements are either privately negotiated in the OTC market (“OTC swaps”) or executed in a multilateral or other trade facility platform, such as a registered commodities exchange (“centrally-cleared swaps”). The Portfolio may enter into swap agreements for the purposes of managing exposure to interest rate, credit or market risk, or for other purposes. In connection with these agreements, securities or cash may be paid or received, as applicable, by the Portfolio as collateral or margin in accordance with the terms of the respective swap agreements to provide assets of value and recourse in the event of default or bankruptcy/insolvency. Securities posted by the Portfolio as collateral for swap contracts are identified in the Schedule of Investments and restricted cash, if any, is reflected on the Statement of Assets and Liabilities.

Centrally Cleared Swaps: Clearinghouses currently offer clearing derivative transactions which include interest rate and credit derivatives. In a cleared derivative transaction, a Portfolio typically enters into the transaction with a financial institution counterparty, and performance of the transaction is effectively guaranteed by a central clearinghouse, thereby reducing or eliminating the Portfolio’s exposure to the credit risk of the original counterparty. The Portfolio typically will be required to post specified levels of margin with the clearinghouse or at the instruction of the clearinghouse; the margin required by a clearinghouse may be greater than the margin the Portfolio would be required to post in an uncleared derivative transaction.

Swap agreements are marked-to-market daily. The fair value of an OTC swap is reflected on the Statement of Assets and Liabilities. The changes in value, if any, are reflected as a component of net change in unrealized appreciation/depreciation on the Statement of Operations. Daily changes in valuation of centrally cleared swaps, if any, are recorded as a receivable or payable for variation margin on the Statement of Assets and Liabilities and as a component of unrealized appreciation/depreciation on the Statement of Operations. Upfront payments paid or received upon entering into the swap agreement compensate for differences between the stated terms of the swap agreement and prevailing market conditions (such as credit spreads, currency exchange rates, interest rates, and other relevant factors). Upon termination or maturity of the swap, upfront premiums are recorded as realized gains or losses on the Statement of Operations. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss on the Statement of Operations. Net periodic payments received or paid by the Portfolio are included as part of realized gains or losses on the Statement of Operations.

Swap transactions involve, to varying degrees, elements of interest rate, credit, and market risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that

 

MSF-52


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

the counterparty to the agreements may default on its obligation to perform, or that there may be unfavorable changes in market conditions or interest rates. In addition, entering into swap agreements involves documentation risk resulting from the possibility that the parties to a swap agreement may disagree as to the meaning of contractual terms in the agreement. The Portfolio may enter into swap transactions with counterparties in accordance with guidelines established by the Board. These guidelines provide for a minimum credit rating for each counterparty and various credit enhancement techniques (for example, collateralization of amounts due from counterparties) to limit exposure to counterparties that have lower credit ratings. A Portfolio’s maximum risk of loss from counterparty credit risk is the discounted value of the net cash flows to be received from the counterparty over the contract’s remaining life, to the extent that amount is positive, or the fair value of the contract. The risk may be mitigated by having a master netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to cover the Portfolio’s exposure to the counterparty. Counterparty risk related to centrally-cleared swaps is mitigated due to the protection against defaults provided by the exchange on which these contracts trade.

Credit Default Swaps: The Portfolio is subject to credit risk in the normal course of pursuing its investment objectives. The Portfolio may enter into credit default swaps to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults of corporate and/or sovereign issuers, or to create exposure to corporate and/or sovereign issuers to which they are not otherwise exposed. Credit default swaps involve one party making a stream of payments (referred to as the buyer of protection) to another party (the seller of protection) in exchange for the right to receive a specified return if a credit event occurs for the referenced entity, obligation or index. A credit event is defined under the terms of each swap agreement and may include, but is not limited to, underlying entity default, bankruptcy, write-down, principal shortfall or interest shortfall. As the seller of protection, if an underlying credit event occurs, the Portfolio will either pay the buyer an amount equal to the notional amount of the swap and take delivery of the referenced obligation (or underlying securities comprising the referenced index), or pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation (or underlying securities comprising the referenced index). In return, the Portfolio would receive from the counterparty an upfront or periodic stream of payments throughout the life of the credit default swap agreement provided that no credit event has occurred. As the seller of protection, the Portfolio will effectively add leverage to its portfolio because, in addition to its total net assets, the Portfolio would be subject to investment exposure on the notional amount of the credit default swap.

The Portfolio may also purchase credit default swap contracts in order to hedge against the risk of default of debt securities held in its portfolio. This would involve the risk that the investment may be worthless when it expires and would only generate income in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial instability). It would also involve credit risk, whereby the seller may fail to satisfy its payment obligations to the Portfolio in the event of a default. As the buyer of protection, if an underlying credit event occurs, the Portfolio will either receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation (or underlying securities comprising the referenced index), or receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation (or underlying securities comprising the referenced index). If no credit event occurs and the Portfolio is a buyer of protection, the Portfolio will typically recover nothing under the credit default swap agreement, but it will have had to pay the required upfront payment or stream of continuing payments under the credit default swap agreement. Recovery values are at times established through the credit event auction process in which market participants are ensured that a transparent price has been set for the defaulted obligation.

Credit default swap agreements on credit indices involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising the credit index. A credit index is a basket of credit instruments or exposures designed to be representative of some part of the credit market as a whole. An index credit default swap references all the names in the index, and if there is a credit event involving an entity in the index, the credit event is settled based on that entity’s weight in the index. A Portfolio may use credit default swaps on credit indices as a hedge for credit default swaps or bonds held in the portfolio, which is less expensive than it would be to buy many individual credit default swaps to achieve similar effect. Credit default swaps on indices are benchmarks for protecting investors owning bonds against default, and may be used to speculate on changes in credit quality.

Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on a credit index or corporate or sovereign issuer, serve as some indication of the status of the payment/performance risk and the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity or index also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the agreement. Wider credit spreads generally represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the particular swap agreement. When no implied credit spread is available for a credit default swap, the current unrealized appreciation/depreciation on the position may be used as an indicator of the current status of the payment/performance risk.

The maximum potential amount of future payments (undiscounted) that the Portfolio as a seller of protection could be required to make under a credit default swap agreement would be an amount equal to the notional amount of the agreement. Notional amounts of

 

MSF-53


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

all credit default swap agreements outstanding as of December 31, 2016, for which the Portfolio is the seller of protection, are disclosed in the Schedule of Investments. These potential amounts would be partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreement or net amounts received from the settlement of buy protection credit default swap agreements entered into by the Portfolio for the same referenced entity or entities.

Interest Rate Swaps: The Portfolio may enter into interest rate swaps to manage its exposure to interest rates or to protect against currency fluctuations, to adjust the interest rate sensitivity (duration), to preserve a return or spread on a particular investment, or otherwise as a substitute for a direct investment in debt securities. The Portfolio is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Portfolio holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Portfolio may enter into interest rate swap agreements. Interest rate swaps are agreements in which one party pays a stream of interest payments, either fixed or floating rate, for another party’s stream of interest payments, either fixed or floating, on the same notional amount for a specified period of time. Other forms of interest rate swap agreements may include: (1) interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap”; (2) interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or “floor”; and (3) interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels. The Portfolio’s maximum risk of loss from counterparty credit risk, as opposed to investment and other types of risk, in respect of interest rate swaps is typically the discounted net value of the cash flows to be received from the counterparty over the contract’s remaining life, to the extent that amount is positive.

The following table summarizes the fair value of derivatives held by the Portfolio at December 31, 2016 by category of risk exposure:

 

    

Asset Derivatives

    

Liability Derivatives

 

Risk Exposure

  

Statement of Assets &
Liabilities Location

   Fair Value     

Statement of Assets &
Liabilities Location

   Fair Value  

Interest Rate

   OTC swap contracts at market value (a)    $ 1,357,295      OTC swap contracts at market value (a)    $ 1,089,398  
   Unrealized appreciation on centrally cleared swap contracts (b) (c)      168,942      Unrealized depreciation on centrally cleared swap contracts (b) (c)      1,034,065  
   Unrealized appreciation on futures contracts (b) (d)      1,092,672      Unrealized depreciation on futures contracts (b) (d)      2,808,261  

Credit

   OTC swap contracts at market value (a)      2,296,664      OTC swap contracts at market value (a)      964,596  
   Unrealized appreciation on centrally cleared swap contracts (b) (c)      2,194,000      Unrealized depreciation on centrally cleared swap contracts (b) (c)      117,316  

Foreign Exchange

   Investments at market value (e)      1,695,538        
   Unrealized appreciation on forward foreign currency exchange contracts      2,507,628      Unrealized depreciation on forward foreign currency exchange contracts      1,009,396  
         Written options at value      272,871  
     

 

 

       

 

 

 
Total       $ 11,312,739         $ 7,295,903  
     

 

 

       

 

 

 

 

  (a) Excludes OTC swap interest receivable of $248,771 and OTC swap interest payable of $287,094.
  (b) Financial instrument not subject to a master netting agreement.
  (c) Represents the unrealized appreciation/depreciation of centrally cleared swaps as reported in the Schedule of Investments. Only the variation margin is reported within the Statement of Assets and Liabilities.
  (d) Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments. Only the current day’s variation margin is reported within the Statement of Assets and Liabilities.
  (e) Represents purchased options which are part of investments at value as shown in the Statement of Assets and Liabilities.

The Portfolio is required to disclose the impact of offsetting assets and liabilities represented in the Statement of Assets and Liabilities to enable users of the financial statements to evaluate the effect or potential effect of netting arrangements on its financial position for recognized assets and liabilities.

The following table presents the Portfolio’s derivative assets by counterparty net of amounts available for offset under a master netting agreement (“MNA”)(see Note 4), or similar agreement, and net of the related collateral received by the Portfolio as of December 31, 2016.

 

Counterparty

     Derivative Assets
subject to an MNA
by Counterparty
       Financial
Instruments
available for offset
     Collateral
Received†
     Net
Amount*
 

Bank of America N.A.

     $ 968,654        $ (159,007    $ (740,000    $ 69,647  

Barclays Bank plc

       734,090          (64,821      (580,000      89,269  

BNP Paribas S.A.

       1,097,356          (300,632             796,724  

 

MSF-54


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Counterparty

     Derivative Assets
subject to an MNA
by Counterparty
       Financial
Instruments
available for offset
     Collateral
Received†
     Net
Amount*
 

Citibank N.A.

     $ 795,204        $ (300,069    $      $ 495,135  

Citigroup Global Markets Inc.

       114,457          (114,457              

Credit Suisse International

       26,818          (26,818              

Deutsche Bank AG

       709,190          (186,716      (522,474       

Goldman Sachs International

       1,178,852          (517,557      (661,295       

HSBC Bank plc

       123,400          (70,953             52,447  

JPMorgan Chase Bank N.A.

       1,273,635          (331,950      (550,000      391,685  

Morgan Stanley & Co. International plc

       308,828          (276,132             32,696  

Morgan Stanley & Co. LLC

       211,100          (35,070             176,030  

Morgan Stanley Capital Services, LLC

       36,599          (36,599              

Nomura International plc

       55,695          (2,172             53,523  

Royal Bank of Scotland plc

       130,494          (37,420             93,074  

Standard Chartered Bank

       12,417                        12,417  

UBS AG

       80,336          (20,019             60,317  
    

 

 

      

 

 

    

 

 

    

 

 

 
     $ 7,857,125        $ (2,480,392    $ (3,053,769    $ 2,322,964  
    

 

 

      

 

 

    

 

 

    

 

 

 

The following table presents the Portfolio’s derivative liabilities by counterparty net of amounts available for offset under an MNA, or similar agreement, and net of the related collateral pledged by the Portfolio as of December 31, 2016.

 

Counterparty

     Derivative Liabilities
subject to an MNA
by Counterparty
       Financial
Instruments
available for offset
     Collateral
Pledged†
     Net
Amount**
 

Bank of America N.A.

     $ 159,007        $ (159,007    $      $  

Barclays Bank plc

       64,821          (64,821              

BNP Paribas S.A.

       300,632          (300,632              

Citibank N.A.

       300,069          (300,069              

Citigroup Global Markets Inc.

       465,194          (114,457             350,737  

Credit Suisse International

       174,750          (26,818      (147,932       

Deutsche Bank AG

       186,716          (186,716              

Goldman Sachs International

       517,557          (517,557              

HSBC Bank plc

       70,953          (70,953              

JPMorgan Chase Bank N.A.

       331,950          (331,950              

Morgan Stanley & Co. International plc

       276,132          (276,132              

Morgan Stanley & Co. LLC

       35,070          (35,070              

Morgan Stanley Capital Services, LLC

       217,538          (36,599             180,939  

Nomura International plc

       2,172          (2,172              

Royal Bank of Scotland plc

       37,420          (37,420              

UBS AG

       20,019          (20,019              

Westpac Banking Corp.

       176,261                        176,261  
    

 

 

      

 

 

    

 

 

    

 

 

 
     $ 3,336,261        $ (2,480,392    $ (147,932    $ 707,937  
    

 

 

      

 

 

    

 

 

    

 

 

 

 

  * Net amount represents the net amount receivable from the counterparty in the event of default.
  ** Net amount represents the net amount payable due to the counterparty in the event of default.
  In some instances, the actual collateral received and/or pledged may be more than the amount shown here due to overcollateralization.

The following tables summarize the effect of derivative instruments on the Statement of Operations, classified by derivative type and category of risk exposure, for the year ended December 31, 2016:

 

Statement of Operations Location—Net Realized Gain (Loss)

   Interest Rate     Credit      Foreign
Exchange
    Total  

Investments (a)

   $ 6,240,666     $      $ (12,077,232   $ (5,836,566

Forward foreign currency transactions

                  1,340,118       1,340,118  

Futures contracts

     15,059,090                    15,059,090  

Swap contracts

     3,096,832       1,627,397              4,724,229  

Written options

     (4,728,036            8,932,441       4,204,405  
  

 

 

   

 

 

    

 

 

   

 

 

 
   $ 19,668,552     $ 1,627,397      $ (1,804,673   $ 19,491,276  
  

 

 

   

 

 

    

 

 

   

 

 

 

 

MSF-55


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Statement of Operations Location—Net Change in Unrealized Appreciation
(Depreciation)

   Interest
Rate
    Credit      Foreign
Exchange
    Total  

Investments (a)

   $ 171,580     $      $ 1,038,446     $ 1,210,026  

Forward foreign currency transactions

                  4,176,062       4,176,062  

Futures contracts

     (2,449,932                  (2,449,932

Swap contracts

     2,057,672       2,823,803              4,881,475  

Written options

                  (551,474     (551,474
  

 

 

   

 

 

    

 

 

   

 

 

 
   $ (220,680   $ 2,823,803      $ 4,663,034     $ 7,266,157  
  

 

 

   

 

 

    

 

 

   

 

 

 

For the year ended December 31, 2016, the average notional par or face amount outstanding for each derivative type was as follows:

 

Derivative Description

   Average
Notional Par or
Face Amount‡
 

Investments (a)

   $ 317,226,711  

Forward foreign currency transactions

     524,915,091  

Futures contracts long

     444,545,833  

Futures contracts short

     (193,937,870

Swap contracts

     1,282,902,538  

Written options

     (281,869,379

 

  Averages are based on activity levels during the year.
  (a) Represents purchased options which are part of net realized gain (loss) on investments and net change in unrealized appreciation (depreciation) on investments as shown in the Statement of Operations.

4. Certain Risks

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels. Collateral requirements may differ by type of derivative or investment, as applicable. Collateral or margin requirements are set by the broker or exchange clearing house for exchange-traded derivatives (e.g., futures contracts and exchange-traded options), while collateral terms are contract specific for OTC traded derivatives (e.g., forward foreign currency exchange contracts, swap agreements and OTC options).

For derivatives traded under an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar master agreement, the collateral requirements are netted across all transactions traded under such agreement and one amount is posted from one party to the other to collateralize such obligations. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a certain deterioration in the credit quality of the other party. The ISDA Master Agreement gives the Portfolio the right, upon an event of default by the applicable counterparty or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the Portfolio’s credit risk to such counterparty equal to any amounts payable by the Portfolio under the applicable transactions, if any. However, absent an event of default by the counterparty or a termination of the agreement, the ISDA Master Agreement does not result in an offset of reported amounts of assets and liabilities in the Statement of Assets and Liabilities across transactions between the Portfolio and the applicable counterparty. The enforceability

 

MSF-56


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

of the right to offset may vary by jurisdiction. Cash collateral that has been pledged to cover obligations of the Portfolio under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral, if any, for the same purpose are noted in the Schedule of Investments.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Master Securities Forward Transaction Agreements (“MSFTA”) govern the considerations and factors surrounding the settlement of certain forward settling transactions, such as TBA securities and delayed-delivery or secured borrowings transactions by and between the Portfolio and select counterparties. The MSFTA maintain provisions for, among other things, initiation and confirmation, payment and transfer, events of default, termination, and maintenance of collateral.

Customer Account Agreements and related addenda govern cleared derivatives transactions such as futures, options on futures, and cleared OTC derivatives. Cleared derivative transactions require posting of initial margin as determined by each relevant clearing agency, which is segregated at a broker account registered with the Commodities Futures Trading Commission (“CFTC”), or the applicable regulator. In the U.S., counterparty risk is significantly reduced as creditors of the futures broker do not have claim to Portfolio assets in the segregated account. Additionally, portability of exposure in the event of default further reduces risk to the Portfolio. Variation margin, or changes in market value, are exchanged daily, but may not be netted between futures and cleared OTC derivatives.

Foreign Investment Risk: The investments by the Portfolio in foreign securities may involve risks not present in domestic investments. Because securities may be denominated in foreign currencies, may require settlement in foreign currencies and may pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Portfolio. Foreign investments may also subject the Portfolio to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which could affect the market and/or credit risk of the investments. In addition to the risks described above, risks may arise from forward foreign currency contracts with respect to the potential inability of counterparties to meet the terms of their contracts.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

5. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, including mortgage dollar roll and TBA transactions but excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  

$20,455,800,779

   $ 1,081,192,007      $ 19,484,628,511      $ 1,996,374,031  

The Portfolio engaged in security transactions with other accounts managed by BlackRock Advisors, LLC that amounted to $7,493,176 in purchases and $13,321,908 in sales of investments, which are included above, and resulted in realized losses of $58,410.

Purchases and sales of mortgage dollar rolls and TBA transactions for the year ended December 31, 2016 were as follows:

 

Purchases

   Sales  

$14,750,825,000

   $ 14,533,849,105  

6. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$12,590,207      0.400   Of the first $1 billion
     0.350   Of the next $1 billion
     0.300   Of the next $1 billion
     0.250   On amounts in excess of $3 billion

 

MSF-57


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. BlackRock Advisors, LLC is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Management Fee Waivers - Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum

   Average Daily Net Assets  
0.030%    Of the first $ 1 billion  
0.025%    Of the next $ 1 billion  

Any reductions in total advisory fees paid by the Portfolio due to these waivers may be reduced or eliminated by changes in the advisory fee structure at higher asset levels. MetLife Advisers will receive advisory fees equal to 0.325% of the Portfolio’s average daily net assets for amounts over $2 billion but less than $3 billion (0.025% over the contractual advisory fee rate) and 0.325% for amounts over $3 billion but less than $3.4 billion (0.075% over the contractual advisory fee rate). As a result, the dollar amount of the waiver will be reduced as assets grow beyond $2 billion up to $3.4 billion, but the advisory fee net of waivers will never exceed the contractual dollar amount that would otherwise be payable under the advisory fee.

An identical agreement was in place for the period May 1, 2015 to April 30, 2016.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B and E Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E Shares. Under the Distribution and Service Plan, the Class B and E Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E Shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares and 0.15% per year for Class E Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

7. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

8. Income Tax Information

 

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$122,255,897    $ 190,475,439      $      $ 13,991,825      $ 122,255,897      $ 204,467,264  

 

MSF-58


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Depreciation
    Other
Accumulated
Capital Losses
    Total  
$119,161,258    $      $ (64,170,665   $ (27,394,335   $ 27,596,258  

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had post-enactment short-term accumulated capital losses of $1,466,695 and accumulated long term capital losses of $25,927,640, and no pre-enactment accumulated capital loss carryforwards.

9. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-59


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of BlackRock Bond Income Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of BlackRock Bond Income Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BlackRock Bond Income Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-60


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Interested Trustee      
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-61


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and
MSF) to
present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-62


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST) to
present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF) to
present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF) to
present
   Vice President, MetLife, Inc. (2013-present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST) to
present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-63


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-64


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee

 

MSF-65


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

* * *

BlackRock Bond Income Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and BlackRock Advisors, LLC regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe for the one-, three-, and five- year periods ended June 30, 2016. The Board also considered that the Portfolio outperformed its Lipper Index for the three- and five-year periods ended June 30, 2016 and performed equally to its Lipper Index for the one-year period ended June 30, 2016. The Board further considered that the Portfolio outperformed its benchmark, the Barclays U.S. Aggregate Bond Index, for the one-, three-, and five-year periods ended October 31, 2016.

The Board also considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b-l fees) were below the Expense Group median, the Expense Universe median, and the Sub-advised Expense Universe median. The Board noted that the Portfolio’s contractual management fees were below the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also noted that the Portfolio’s contractual sub-advisory fees were below the averages of the Sub-advised Expense Group and the Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-66


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-67


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-68


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-69


Metropolitan Series Fund

BlackRock Bond Income Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-70


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Managed by BlackRock Advisors, LLC

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, and E shares of the BlackRock Capital Appreciation Portfolio returned 0.09%, -0.15%, and -0.06%, respectively. The Portfolio’s benchmark, the Russell 1000 Growth Index1, returned 7.08%.

MARKET ENVIRONMENT / CONDITIONS

Despite one of the worst-ever starts to a year, U.S. stocks registered solid gains in 2016, with most indices near all-time highs. The broad-market S&P 500 Index added 3.82% in the fourth quarter, leaving it up 11.96% for the full year. The double-digit gain obscures the high degree of macroeconomic and political uncertainty in the period, from a fear-induced selloff in the opening weeks amid plummeting oil prices and recession fears, to the U.K.’s surprise vote to leave the European Union (“Brexit”) in June, to the U.S. presidential election result in November. Yet, stocks proved resilient throughout. Most of 2016’s gains came in the second half of the year. Ongoing U.S. economic improvement, a rebound in corporate earnings, and stabilizing oil prices all helped boost sentiment. The rally gathered pace after the November election as investors were hopeful that the Trump administration’s policy agenda, comprising fiscal stimulus, tax reform, and reduced regulations, would generate stronger economic growth. For its part, the Federal Reserve (the “Fed”) was on hold for most of the year before raising its benchmark interest rate by a quarter point in December, a move that was widely expected. The tone was more hawkish than anticipated, however, with the U.S. central bank lifting its forecast for rate increases in 2017 to three from two.

From a sector perspective, 2016 saw a marked shift in leadership. Defensive sectors, namely Telecommunication Services and Utilities, led the market in the first half of the year amid a broad flight to safety and investors’ ongoing search for yield in the lower for longer interest rate environment. This reversed in the second half, especially following the election, when more cyclical areas like Financials, Energy, and Industrials, were the top gainers. The lone sector in negative territory for the year was Health Care.

PORTFOLIO REVIEW / PERIOD END POSITIONING

The Portfolio underperformed the Russell 1000 Growth Index during the 12-month period.

Broadly speaking, performance challenges were isolated in two distinct periods, the first and fourth quarters of the year, marked by significant market rotations out of growth stocks in favor of income-oriented equities and traditional value/cyclical companies.

Investors began the new year favoring dividend stocks amid fears of negative interest rates, and then broadly rotated to more traditional value areas at the expense of growth/momentum names as the first quarter progressed. The rotation exacted the greatest toll on last year’s winners (regardless of sound fundamentals) and higher volatility stocks. In comparison, defensive Telecommunication Services and Utilities were the top performers within the large-cap growth index due to the wider flight to safety in the period, as well as investors’ ongoing search for yield in the lower for longer interest rate environment.

Portfolio performance rebounded in the second and third quarters, as best-in-class growth companies recovered on solid earnings results and healthy underlying fundamentals, but these gains were offset by underperformance following the November election results when we saw another substantial rotation. Expectations for improved growth, lower taxes, less regulation within Financials, and a large move in the U.S. dollar led to a regime change in the market post-election. Cyclical and traditional value sectors like Financials, Industrials, and Materials that, until recently, were most neglected by investors, saw a sharp rally. By contrast, best-in-class growth companies that performed strongly in recent months, particularly within Information Technology (“IT”), suffered as they appeared to be a source of funds for the reallocation.

On a sector basis, IT was the largest detractor in the 12 months, with software and IT services accounting for the majority of the underperformance. Consumer Discretionary was an additional source of weakness, in particular media and specialty retail. Health Care (biotechnology, life sciences tools & services) and Consumer Staples (beverages) were a drag as well. Conversely, Financials exposure and an overweight to Energy were the prime contributors to relative performance in the year. An underweight to Real Estate also benefited.

As noted above, the U.S. election results inspired a dramatic change in market leadership, as expectations of faster U.S. growth prompted investors to rotate out of best-in-class growth companies that performed strongly in recent months in favor of value and cyclically-oriented stocks. This was evident among IT, consumer and internet-related stocks within the Portfolio, many of which reversed second- and third-quarter gains. Importantly, we believe the selloff was a short-term reaction and remain constructive on our holdings longer term given strong underlying fundamentals.

In stock specifics, TripAdvisor and Alliance Data Systems were among the top detractors for the 12-month period. TripAdvisor underperformed amid a business model transition to first party booking that has taken much longer than we expected. As a result, the company’s revenue growth has continued to materially decelerate and its margins continue to contract. In addition, the stock was impacted by worries about the global economy and, specifically, global travel fundamentals post- the terrorist attacks in Europe and fears about the Zika virus in Latin America. Accordingly, we decided to allocate our capital elsewhere. Alliance Data Systems reported an in-line 2015 fourth quarter and reiterated 2016 guidance, but its guidance included slightly higher credit losses than previously forecasted due to 2015 coming in better than expected (the company is using the same end point in 2016). Given Alliance Data’s exposure to credit losses in a potential downturn and the higher increase in losses relative to 2015, the stock sold off primarily on macro worries.

 

MSF-1


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Managed by BlackRock Advisors, LLC

Portfolio Manager Commentary*—(Continued)

 

Additional detractors included Vertex Pharmaceuticals and United Therapeutics. Both companies underperformed early in the period amid the broader market rotation away from volatility, momentum and growth, which had a particularly negative impact on the biotechnology segment. Vertex shares were further pressured by several near-term downward estimate revisions on the company’s newly-launched drug Orkambi (though peak sales for the drug remain constant).

Conversely, UnitedHealth Group was the top contributor. Early in the period, UnitedHealth outperformed on overall solid execution. The company continues to take share in each of its businesses which suggests that it may have a sustainable differentiated product offering. Later in the period, UnitedHealth outperformed after the company announced 2017 earnings per share (EPS) guidance that was meaningfully above consensus. The stock also rose with the prospects of lower taxes and more favorable regulations under the Trump administration.

Tencent Holdings and Facebook also added value. Tencent reported revenue growth and margins that exceeded expectations. In addition, user additions for the company’s mobile social networking platform Weixin accelerated, and its outlook was bullish. Overall, we remain optimistic about the potential for monetizing Tencent’s massive platform through games, payments, subscriptions, advertising, among others. At period end, we continued to believe these opportunities are far from priced into Tencent’s current valuation. Facebook delivered a string of impressive earnings reports, wherein the company showed accelerating growth in its core platform and material progress with monetizing its emerging growth properties (Instagram, Facebook Messenger, and WhatsApp).

The largest sector overweights in the Portfolio at year-end were Financials, followed by IT and Energy. Consumer Staples and Industrials were the largest Portfolio underweights.

Lawrence Kemp

Portfolio Manager

BlackRock Advisors, LLC

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-2


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE RUSSELL 1000 GROWTH INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
BlackRock Capital Appreciation Portfolio                 

Class A

       0.09           12.20           7.18   

Class B

       -0.15           11.93           6.91   

Class E

       -0.06           12.03           7.02   
Russell 1000 Growth Index        7.08           14.50           8.33   

1 The Russell 1000 Growth Index is an unmanaged measure of performance of the largest capitalized U.S. companies, within the Russell 1000 companies, that have higher price-to-book ratios and forecasted growth values.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 
Alphabet, Inc. - Class A      7.1   
Amazon.com, Inc.      7.1   
Microsoft Corp.      4.7   
UnitedHealth Group, Inc.      4.6   
Alexion Pharmaceuticals, Inc.      3.7   
Netflix, Inc.      3.2   
Visa, Inc. - Class A      3.1   
Priceline Group, Inc. (The)      2.9   
Constellation Brands, Inc. - Class A      2.6   
Tencent Holdings, Ltd.      2.5   

Top Sectors

 

     % of
Net Assets
 
Information Technology      34.1   
Consumer Discretionary      21.3   
Health Care      15.4   
Financials      9.9   
Industrials      8.1   
Consumer Staples      3.8   
Energy      2.7   
Materials      1.7   
Telecommunication Services      1.3   
Real Estate      1.2   

 

MSF-3


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

BlackRock Capital Appreciation Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.66    $ 1,000.00         $ 1,044.30         $ 3.39   
   Hypothetical*      0.66    $ 1,000.00         $ 1,021.82         $ 3.35   

Class B(a)

   Actual      0.91    $ 1,000.00         $ 1,043.40         $ 4.67   
   Hypothetical*      0.91    $ 1,000.00         $ 1,020.56         $ 4.62   

Class E(a)

   Actual      0.81    $ 1,000.00         $ 1,043.70         $ 4.16   
   Hypothetical*      0.81    $ 1,000.00         $ 1,021.06         $ 4.12   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 5 of the Notes to Financial Statements.

 

MSF-4


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—98.9% of Net Assets

 

Security Description   Shares     Value  
Aerospace & Defense—1.0%  

TransDigm Group, Inc.

    71,229      $ 17,733,172   
   

 

 

 
Airlines—2.1%  

Delta Air Lines, Inc.

    731,872        36,000,784   
   

 

 

 
Banks—6.3%  

Bank of America Corp.

    1,709,592        37,781,983   

Citigroup, Inc.

    628,963        37,379,271   

First Republic Bank (a)

    78,668        7,248,469   

SunTrust Banks, Inc.

    126,761        6,952,841   

Wells Fargo & Co.

    311,871        17,187,211   
   

 

 

 
      106,549,775   
   

 

 

 
Beverages—3.1%  

Anheuser-Busch InBev S.A. (ADR) (a)

    94,196        9,932,026   

Constellation Brands, Inc. - Class A

    284,024        43,543,720   
   

 

 

 
      53,475,746   
   

 

 

 
Biotechnology—6.1%  

Alexion Pharmaceuticals, Inc. (a) (b)

    510,712        62,485,613   

Biogen, Inc. (b)

    83,082        23,560,394   

Regeneron Pharmaceuticals, Inc. (a) (b)

    49,998        18,353,766   
   

 

 

 
      104,399,773   
   

 

 

 
Capital Markets—0.7%  

Morgan Stanley

    263,194        11,119,946   
   

 

 

 
Chemicals—1.7%  

Ecolab, Inc.

    49,214        5,768,865   

Sherwin-Williams Co. (The)

    86,850        23,340,069   
   

 

 

 
      29,108,934   
   

 

 

 
Consumer Finance—0.6%  

Discover Financial Services

    134,016        9,661,213   
   

 

 

 
Diversified Financial Services—2.4%  

Berkshire Hathaway, Inc. - Class B (b)

    253,332        41,288,049   
   

 

 

 
Diversified Telecommunication Services—1.3%  

SBA Communications Corp. - Class A (a) (b)

    215,641        22,267,090   
   

 

 

 
Electrical Equipment—1.7%  

Acuity Brands, Inc. (a)

    121,210        27,982,541   
   

 

 

 
Equity Real Estate Investment Trusts—1.2%  

Equinix, Inc. (a)

    57,148        20,425,267   
   

 

 

 
Food & Staples Retailing—0.6%  

Costco Wholesale Corp.

    66,729        10,683,980   
   

 

 

 
Health Care Equipment & Supplies—2.6%  

Becton Dickinson & Co.

    153,555        25,421,030   

Boston Scientific Corp. (b)

    852,370        18,436,763   
   

 

 

 
      43,857,793   
   

 

 

 
Health Care Providers & Services—5.7%  

Humana, Inc. (a)

    92,592      18,891,546   

UnitedHealth Group, Inc.

    489,696        78,370,948   
   

 

 

 
      97,262,494   
   

 

 

 
Hotels, Restaurants & Leisure—1.5%  

Chipotle Mexican Grill, Inc. (a) (b)

    19,896        7,507,159   

Domino’s Pizza, Inc.

    113,542        18,080,428   
   

 

 

 
      25,587,587   
   

 

 

 
Industrial Conglomerates—1.4%  

Roper Technologies, Inc. (a)

    132,567        24,270,366   
   

 

 

 
Internet & Direct Marketing Retail—13.2%  

Amazon.com, Inc. (b)

    160,759        120,548,351   

Netflix, Inc. (b)

    441,622        54,672,804   

Priceline Group, Inc. (The) (b)

    33,914        49,719,959   
   

 

 

 
      224,941,114   
   

 

 

 
Internet Software & Services—12.1%  

Alphabet, Inc. - Class A (b)

    152,233        120,637,041   

Facebook, Inc. - Class A (b)

    372,292        42,832,195   

Tencent Holdings, Ltd.

    1,771,700        42,999,470   
   

 

 

 
      206,468,706   
   

 

 

 
IT Services—8.9%  

Fiserv, Inc. (b)

    133,741        14,213,993   

FleetCor Technologies, Inc. (b)

    236,165        33,422,071   

Global Payments, Inc.

    418,748        29,065,299   

Vantiv, Inc. - Class A (a) (b)

    348,422        20,772,919   

Visa, Inc. - Class A

    686,683        53,575,008   
   

 

 

 
      151,049,290   
   

 

 

 
Multiline Retail—0.7%  

Dollar Tree, Inc. (b)

    152,592        11,777,050   
   

 

 

 
Oil, Gas & Consumable Fuels—2.7%  

Concho Resources, Inc. (a) (b)

    78,468        10,404,857   

EOG Resources, Inc. (a)

    122,718        12,406,790   

Pioneer Natural Resources Co. (a)

    124,922        22,494,704   
   

 

 

 
      45,306,351   
   

 

 

 
Pharmaceuticals—1.0%  

Zoetis, Inc.

    302,890        16,213,702   
   

 

 

 
Professional Services—1.2%  

Equifax, Inc.

    168,267        19,894,207   
   

 

 

 
Road & Rail—0.7%  

Norfolk Southern Corp.

    115,325        12,463,173   
   

 

 

 
Semiconductors & Semiconductor Equipment—4.3%  

ASML Holding NV

    354,286        39,750,889   

Broadcom, Ltd.

    164,976        29,162,808   

NVIDIA Corp.

    46,918        5,008,027   
   

 

 

 
      73,921,724   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares/
Principal
Amount*
    Value  
Software—7.3%  

Activision Blizzard, Inc.

    919,912      $ 33,218,022   

Autodesk, Inc. (a) (b)

    138,599        10,257,712   

Microsoft Corp.

    1,284,515        79,819,762   
   

 

 

 
      123,295,496   
   

 

 

 
Specialty Retail—3.4%  

Home Depot, Inc. (The)

    317,451        42,563,830   

Ulta Salon Cosmetics & Fragrance, Inc. (a) (b)

    58,210        14,840,057   
   

 

 

 
      57,403,887   
   

 

 

 
Technology Hardware, Storage & Peripherals—0.9%  

Apple, Inc. (a)

    128,663        14,901,749   
   

 

 

 
Textiles, Apparel & Luxury Goods—2.5%  

NIKE, Inc. - Class B

    845,773        42,990,642   
   

 

 

 

Total Common Stocks
(Cost $1,461,588,485)

      1,682,301,601   
   

 

 

 
Preferred Stock—0.6%   
Software—0.6%  

Palantir Technologies, Inc. - Series I (b) (c) (d) (Cost $15,555,194)

    2,537,552        10,277,086   
   

 

 

 
Short-Term Investment—1.4%   
Repurchase Agreement—1.4%  

Fixed Income Clearing Corp.
Repurchase Agreement dated 12/30/16 at 0.030% to be repurchased at $23,189,837 on 01/03/17, collateralized by $21,960,000 U.S. Treasury Note at 3.625% due 02/15/20 with a value of $23,656,037.

    23,189,760        23,189,760   
   

 

 

 

Total Short-Term Investments
(Cost $23,189,760)

      23,189,760   
   

 

 

 
Securities Lending Reinvestments (e)—4.2%   
Certificates of Deposit—1.8%  

Banco Del Estado De Chile New York
1.154%, 06/21/17 (f)

    1,500,000        1,499,693   

Bank of Nova Scotia Houston
1.201%, 11/03/17 (f)

    1,500,000        1,501,270   

Barclays New York
0.894%, 02/10/17 (f)

    1,000,000        1,000,323   

Chiba Bank, Ltd., New York
0.870%, 01/10/17

    1,100,000        1,100,025   

Credit Suisse AG New York
1.364%, 05/12/17 (f)

    3,500,000        3,500,364   

1.444%, 04/24/17 (f)

    1,800,000        1,800,423   
Certificates of Deposit—(Continued)  

DZ Bank AG New York
1.010%, 02/27/17

    2,000,000      2,000,578   

KBC Brussells
1.050%, 01/27/17

    2,200,000        2,200,418   

Landesbank Hessen-Thüringen London
Zero Coupon, 01/24/17

    1,995,411        1,999,140   

Mizuho Bank, Ltd., New York
1.361%, 04/26/17 (f)

    2,000,000        1,999,898   

National Australia Bank London
1.182%, 11/09/17 (f)

    2,000,000        1,995,040   

Shizuoka Bank New York
0.840%, 01/03/17

    500,000        500,002   

Sumitomo Bank New York
1.215%, 05/05/17 (f)

    1,250,000        1,252,082   

Sumitomo Mitsui Banking Corp.
0.900%, 01/12/17

    1,600,000        1,600,061   

Sumitomo Mitsui Trust Bank, Ltd., New York
1.351%, 04/26/17 (f)

    2,000,000        2,000,236   

Svenska Handelsbanken New York
1.266%, 05/18/17 (f)

    1,500,000        1,500,261   

UBS, Stamford
1.084%, 05/12/17 (f)

    1,100,000        1,099,916   

Wells Fargo Bank San Francisco N.A.
1.231%, 04/26/17 (f)

    800,000        800,224   

1.264%, 10/26/17 (f)

    1,250,000        1,250,854   
   

 

 

 
      30,600,808   
   

 

 

 
Commercial Paper—1.5%  

Atlantic Asset Securitization LLC
1.040%, 02/03/17

    996,967        999,127   

Den Norske ASA
1.206%, 04/27/17 (f)

    700,000        700,037   

Erste Abwicklungsanstalt
1.014%, 03/10/17 (f)

    3,500,000        3,500,021   

HSBC plc
1.216%, 04/25/17 (f)

    2,500,000        2,499,892   

LMA S.A. & LMA Americas
1.000%, 01/13/17

    997,583        999,651   

Macquarie Bank, Ltd.
0.930%, 01/19/17

    1,995,247        1,998,766   

Old Line Funding LLC
0.840%, 01/03/17

    1,497,305        1,499,882   

1.030%, 03/13/17 (f)

    1,500,000        1,501,171   

Oversea-Chinese Banking Corp., Ltd.
0.890%, 02/21/17

    1,995,451        1,997,344   

Starbird Funding Corp.
1.240%, 06/13/17 (f)

    1,500,000        1,499,879   

Suncorp Metway, Ltd.
0.930%, 02/09/17

    3,491,682        3,496,125   

Toronto Dominion Holding Corp.
0.600%, 01/05/17

    1,997,933        1,999,776   

Versailles Commercial Paper LLC
1.000%, 01/31/17

    1,496,000        1,498,872   

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (e)—(Continued)

 

Security Description   Shares/
Principal
Amount*
    Value  
Commercial Paper—(Continued)  

Westpac Banking Corp.
1.232%, 10/20/17 (g)

    2,000,000      $ 2,003,492   
   

 

 

 
      26,194,035   
   

 

 

 
Repurchase Agreements—0.7%  

Deutsche Bank AG, London
Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $4,401,388 on 01/03/17, collateralized by various Common Stock with a value of $4,890,842.

    4,400,000        4,400,000   

Deutsche Bank Securities, Inc.
Repurchase Agreement dated 10/18/16 at 1.110% to be repurchased at $1,506,290 on 03/03/17, collateralized by various Common Stock with a value of $1,650,000.

    1,500,000        1,500,000   

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $3,041,581 on 01/03/17, collateralized by $15,651,771 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $3,102,254.

    3,041,425        3,041,425   

Merrill Lynch, Pierce, Fenner & Smith, Inc. Repurchase Agreement dated 10/26/16 at 1.160% to be repurchased at $1,206,148 on 04/03/17, collateralized by various Common Stock with a value of $1,320,000.

    1,200,000        1,200,000   

Pershing LLC
Repurchase Agreement dated 12/30/16 at 0.680% to be repurchased at $1,000,076 on 01/03/17, collateralized by $1,467,364 U.S. Government Agency Obligations with rates ranging from 0.625% - 11.018%, maturity dates ranging from 01/17/17 - 08/20/66, with a value of $1,020,000.

    1,000,000        1,000,000   
   

 

 

 
      11,141,425   
   

 

 

 
Time Deposits—0.2%  

OP Corporate Bank plc
1.010%, 01/04/17

    600,000        600,000   

1.200%, 01/23/17

    2,500,000        2,500,000   
Time Deposits—(Continued)  

Shinkin Central Bank
1.200%, 01/27/17

    100,000      100,000   

1.220%, 01/26/17

    800,000        800,000   
   

 

 

 
      4,000,000   
   

 

 

 

Total Securities Lending Reinvestments
(Cost $71,931,374)

      71,936,268   
   

 

 

 

Total Investments—105.1%
(Cost $1,572,264,813) (g)

      1,787,704,715   

Other assets and liabilities (net)—(5.1)%

      (86,100,830
   

 

 

 
Net Assets—100.0%     $ 1,701,603,885   
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $69,991,971 and the collateral received consisted of cash in the amount of $71,905,004. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(b) Non-income producing security.
(c) Security was valued in good faith under procedures approved by the Board of Trustees. As of December 31, 2016, these securities represent 0.6% of net assets.
(d) Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. As of December 31, 2016, the market value of restricted securities was $10,277,086, which is 0.6% of net assets. See details shown in the Restricted Securities table that follows.
(e) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(f) Variable or floating rate security. The stated rate represents the rate at December 31, 2016.
(g) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $1,573,036,708. The aggregate unrealized appreciation and depreciation of investments were $231,905,178 and $(17,237,171), respectively, resulting in net unrealized appreciation of $214,668,007 for federal income tax purposes.
(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

 

Restricted Securities

   Acquisition
Date
     Shares      Cost      Value  

Palantir Technologies, Inc. - Series I

     02/07/14         2,537,552       $ 15,555,194       $ 10,277,086   

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Schedule of Investments as of December 31, 2016

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2      Level 3      Total  
Common Stocks   

Aerospace & Defense

   $ 17,733,172       $ —         $ —         $ 17,733,172   

Airlines

     36,000,784         —           —           36,000,784   

Banks

     106,549,775         —           —           106,549,775   

Beverages

     53,475,746         —           —           53,475,746   

Biotechnology

     104,399,773         —           —           104,399,773   

Capital Markets

     11,119,946         —           —           11,119,946   

Chemicals

     29,108,934         —           —           29,108,934   

Consumer Finance

     9,661,213         —           —           9,661,213   

Diversified Financial Services

     41,288,049         —           —           41,288,049   

Diversified Telecommunication Services

     22,267,090         —           —           22,267,090   

Electrical Equipment

     27,982,541         —           —           27,982,541   

Equity Real Estate Investment Trusts

     20,425,267         —           —           20,425,267   

Food & Staples Retailing

     10,683,980         —           —           10,683,980   

Health Care Equipment & Supplies

     43,857,793         —           —           43,857,793   

Health Care Providers & Services

     97,262,494         —           —           97,262,494   

Hotels, Restaurants & Leisure

     25,587,587         —           —           25,587,587   

Industrial Conglomerates

     24,270,366         —           —           24,270,366   

Internet & Direct Marketing Retail

     224,941,114         —           —           224,941,114   

Internet Software & Services

     163,469,236         42,999,470         —           206,468,706   

IT Services

     151,049,290         —           —           151,049,290   

Multiline Retail

     11,777,050         —           —           11,777,050   

Oil, Gas & Consumable Fuels

     45,306,351         —           —           45,306,351   

Pharmaceuticals

     16,213,702         —           —           16,213,702   

Professional Services

     19,894,207         —           —           19,894,207   

Road & Rail

     12,463,173         —           —           12,463,173   

Semiconductors & Semiconductor Equipment

     73,921,724         —           —           73,921,724   

Software

     123,295,496         —           —           123,295,496   

Specialty Retail

     57,403,887         —           —           57,403,887   

Technology Hardware, Storage & Peripherals

     14,901,749         —           —           14,901,749   

Textiles, Apparel & Luxury Goods

     42,990,642         —           —           42,990,642   

Total Common Stocks

     1,639,302,131         42,999,470         —           1,682,301,601   

Total Preferred Stock*

     —           —           10,277,086         10,277,086   

Total Short-Term Investment*

     —           23,189,760         —           23,189,760   

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Schedule of Investments as of December 31, 2016

Fair Value Hierarchy —(Continued)

 

Description    Level 1      Level 2     Level 3      Total  

Total Securities Lending Reinvestments*

   $ —        $ 71,936,268     $ —        $ 71,936,268  

Total Investments

   $ 1,639,302,131      $ 138,125,498     $ 10,277,086      $ 1,787,704,715  
                                    

Collateral for Securities Loaned (Liability)

   $ —        $ (71,905,004   $ —        $ (71,905,004

 

* See Schedule of Investments for additional detailed categorizations.

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

 

Investments in Securities

   Balance as of
December 31,
2015
     Change in
Unrealized
Depreciation
    Balance as of
December 31,
2016
     Change in
Unrealized
Depreciation
from Investments
Still Held at
December 31,
2016
 
Preferred Stock           

Software

   $ 19,539,151      $ (9,262,065   $ 10,277,086      $ (9,262,065
  

 

 

    

 

 

   

 

 

    

 

 

 

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

  

Investments at value (a) (b)

   $ 1,787,704,715   

Cash denominated in foreign currencies (c)

     39   

Receivable for:

  

Investments sold

     3,295,226   

Fund shares sold

     298,177   

Dividends and interest

     161,134   

Prepaid expenses

     5,014   
  

 

 

 

Total Assets

     1,791,464,305   

Liabilities

  

Collateral for securities loaned

     71,905,004   

Payables for:

  

Investments purchased

     16,544,238   

Fund shares redeemed

     240,290   

Accrued Expenses:

  

Management fees

     877,951   

Distribution and service fees

     39,136   

Deferred trustees’ fees

     94,505   

Other expenses

     159,296   
  

 

 

 

Total Liabilities

     89,860,420   
  

 

 

 

Net Assets

   $ 1,701,603,885   
  

 

 

 

Net Assets Consist of:

  

Paid in surplus

   $ 1,442,615,822   

Undistributed net investment income

     1,202,943   

Accumulated net realized gain

     42,345,218   

Unrealized appreciation on investments

     215,439,902   
  

 

 

 

Net Assets

   $ 1,701,603,885   
  

 

 

 

Net Assets

  

Class A

   $ 1,505,832,744   

Class B

     161,627,874   

Class E

     34,143,267   

Capital Shares Outstanding*

  

Class A

     45,310,488   

Class B

     5,021,718   

Class E

     1,044,439   

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 33.23   

Class B

     32.19   

Class E

     32.69   

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $1,572,264,813.
(b) Includes securities loaned at value of $69,991,971.
(c) Identified cost of cash denominated in foreign currencies was $39.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

  

Dividends (a)

   $ 13,323,739   

Interest

     5,321   

Securities lending income

     207,210   

Other income (b)

     195,779   
  

 

 

 

Total investment income

     13,732,049   

Expenses

  

Management fees

     12,018,041   

Administration fees

     56,267   

Custodian and accounting fees

     94,225   

Distribution and service fees—Class B

     416,702   

Distribution and service fees—Class E

     54,046   

Audit and tax services

     42,040   

Legal

     33,605   

Trustees’ fees and expenses

     45,247   

Shareholder reporting

     112,974   

Insurance

     12,362   

Miscellaneous

     24,205   
  

 

 

 

Total expenses

     12,909,714   

Less management fee waiver

     (991,846

Less broker commission recapture

     (9,513
  

 

 

 

Net expenses

     11,908,355   
  

 

 

 

Net Investment Income

     1,823,694   
  

 

 

 

Net Realized and Unrealized Gain (Loss)

  

Net realized gain on:   

Investments

     46,868,289   

Foreign currency transactions

     1,148   
  

 

 

 

Net realized gain

     46,869,437   
  

 

 

 
Net change in unrealized appreciation (depreciation) on:   

Investments

     (47,500,771

Foreign currency transactions

     1,001   
  

 

 

 

Net change in unrealized depreciation

     (47,499,770
  

 

 

 

Net realized and unrealized loss

     (630,333
  

 

 

 

Net Increase in Net Assets From Operations

   $ 1,193,361   
  

 

 

 

 

(a) Net of foreign withholding taxes of $219,750.
(b) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

    

From Operations

    

Net investment income

   $ 1,823,694      $ 110,958   

Net realized gain

     46,869,437        155,560,851   

Net change in unrealized depreciation

     (47,499,770     (30,668,718
  

 

 

   

 

 

 

Increase in net assets from operations

     1,193,361        125,003,091   
  

 

 

   

 

 

 

From Distributions to Shareholders

    

Net realized capital gains

    

Class A

     (138,220,075     (293,511,316

Class B

     (15,502,355     (31,968,986

Class E

     (3,325,155     (7,090,520
  

 

 

   

 

 

 

Total distributions

     (157,047,585     (332,570,822
  

 

 

   

 

 

 

Increase in net assets from capital share transactions

     29,022,424        28,561,818   
  

 

 

   

 

 

 

Total decrease in net assets

     (126,831,800     (179,005,913

Net Assets

    

Beginning of period

     1,828,435,685        2,007,441,598   
  

 

 

   

 

 

 

End of period

   $ 1,701,603,885      $ 1,828,435,685   
  

 

 

   

 

 

 

Undistributed net investment income

    

End of period

   $ 1,202,943      $ 32,534   
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

  

Sales

     1,073,842      $ 36,365,740        651,800      $ 25,300,283   

Reinvestments

     4,343,811        138,220,075        7,917,759        293,511,316   

Redemptions

     (4,208,814     (142,018,780     (7,709,902     (308,632,665
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     1,208,839      $ 32,567,035        859,657      $ 10,178,934   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

  

Sales

     301,022      $ 9,813,381        352,054      $ 13,252,400   

Reinvestments

     502,345        15,502,355        884,587        31,968,986   

Redemptions

     (787,310     (25,750,574     (803,053     (30,853,539
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     16,057      $ (434,838     433,588      $ 14,367,847   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

  

Sales

     127,032      $ 4,245,736        212,196      $ 8,047,330   

Reinvestments

     106,167        3,325,155        193,730        7,090,520   

Redemptions

     (322,793     (10,680,664     (288,592     (11,122,813
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (89,594   $ (3,109,773     117,334      $ 4,015,037   
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase derived from capital shares transactions

     $ 29,022,424        $ 28,561,818   
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Financial Highlights

 

Selected per share data                                 
     Class A  
     Year Ended December 31,  
     2016     2015      2014      2013     2012  

Net Asset Value, Beginning of Period

   $ 36.50      $ 41.19       $ 37.85       $ 28.45      $ 24.96   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.04 (b)      0.01         0.01         0.03        0.26   

Net realized and unrealized gain (loss) on investments

     (0.15     2.69         3.35         9.63        3.32   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total from investment operations

     (0.11     2.70         3.36         9.66        3.58   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     0.00        0.00         (0.02      (0.26     (0.09

Distributions from net realized capital gains

     (3.16     (7.39      0.00         0.00        0.00   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total distributions

     (3.16     (7.39      (0.02      (0.26     (0.09
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 33.23      $ 36.50       $ 41.19       $ 37.85      $ 28.45   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total Return (%) (c)

     0.09        6.28         8.90         34.22  (d)      14.37   

Ratios/Supplemental Data

            

Gross ratio of expenses to average net assets (%)

     0.72        0.71         0.71         0.71        0.73   

Net ratio of expenses to average net assets (%) (e)

     0.66        0.66         0.71         0.70        0.72   

Ratio of net investment income to average net assets (%)

     0.13  (b)      0.03         0.02         0.10        0.93   

Portfolio turnover rate (%)

     87        70         99         160        59   

Net assets, end of period (in millions)

   $ 1,505.8      $ 1,609.7       $ 1,781.3       $ 1,917.9      $ 1,410.4   
     Class B  
     Year Ended December 31,  
     2016     2015      2014      2013     2012  

Net Asset Value, Beginning of Period

   $ 35.54      $ 40.38       $ 37.17       $ 27.94      $ 24.52   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (loss) (a)

     (0.04 )(b)      (0.08      (0.09      (0.05     0.18   

Net realized and unrealized gain (loss) on investments

     (0.15     2.63         3.30         9.47        3.26   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total from investment operations

     (0.19     2.55         3.21         9.42        3.44   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     0.00        0.00         0.00         (0.19     (0.02

Distributions from net realized capital gains

     (3.16     (7.39      0.00         0.00        0.00   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total distributions

     (3.16     (7.39      0.00         (0.19     (0.02
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 32.19      $ 35.54       $ 40.38       $ 37.17      $ 27.94   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total Return (%) (c)

     (0.15     6.01         8.64         33.90  (d)      14.07   

Ratios/Supplemental Data

            

Gross ratio of expenses to average net assets (%)

     0.97        0.96         0.96         0.96        0.98   

Net ratio of expenses to average net assets (%) (e)

     0.91        0.91         0.96         0.95        0.97   

Ratio of net investment income (loss) to average net assets (%)

     (0.12 )(b)      (0.22      (0.23      (0.16     0.68   

Portfolio turnover rate (%)

     87        70         99         160        59   

Net assets, end of period (in millions)

   $ 161.6      $ 177.9       $ 184.6       $ 190.5      $ 165.0   

Please see following page for Financial Highlights footnote legend.

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Financial Highlights

 

 

Selected per share data                                 
     Class E  
     Year Ended December 31,  
     2016     2015      2014      2013     2012  

Net Asset Value, Beginning of Period

   $ 36.01      $ 40.79       $ 37.51       $ 28.19      $ 24.73   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (loss) (a)

     (0.01 )(b)      (0.05      (0.05      (0.02     0.21   

Net realized and unrealized gain (loss) on investments

     (0.15     2.66         3.33         9.56        3.30   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total from investment operations

     (0.16     2.61         3.28         9.54        3.51   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     0.00        0.00         0.00         (0.22     (0.05

Distributions from net realized capital gains

     (3.16     (7.39      0.00         0.00        0.00   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total distributions

     (3.16     (7.39      0.00         (0.22     (0.05
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 32.69      $ 36.01       $ 40.79       $ 37.51      $ 28.19   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total Return (%) (c)

     (0.06     6.11         8.74         34.04  (d)      14.17   

Ratios/Supplemental Data

            

Gross ratio of expenses to average net assets (%)

     0.87        0.86         0.86         0.86        0.88   

Net ratio of expenses to average net assets (%) (e)

     0.81        0.81         0.86         0.85        0.87   

Ratio of net investment income (loss) to average net assets (%)

     (0.02 )(b)      (0.12      (0.13      (0.06     0.78   

Portfolio turnover rate (%)

     87        70         99         160        59   

Net assets, end of period (in millions)

   $ 34.1      $ 40.8       $ 41.5       $ 45.7      $ 41.9   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Net investment income per share and the ratio of net investment income to average net assets include a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which amounted to less than $0.01 per share and 0.01% of average net assets, respectively.
(c) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(d) In 2013, 0.03%, 0.03% and 0.03% of the Portfolio’s total return for Class A, Class B and Class E, respectively, consists of a voluntary reimbursement by the subadvisor. Excluding this item, total return would have been 34.19%, 33.87% and 34.01% for Class A, Class B and Class E, respectively.
(e) Includes the effects of management fee waivers (see Note 5 of the Notes to Financial Statements).

 

See accompanying notes to financial statements.

 

MSF-13


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is BlackRock Capital Appreciation Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers three classes of shares: Class A, B and E shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations

 

MSF-14


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over

 

MSF-15


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to broker commission recapture, distribution re-designations, real estate investment trusts (REITs), adjustments to prior period accumulated balances and foreign currency transactions. These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Directed Brokerage Agreement - The Trust has entered into a directed brokerage arrangement with State Street Global Markets (“SSGM”). Under this arrangement, the Portfolio directs certain trades to SSGM in return for a recapture credit. SSGM issues a cash rebate to the Portfolio. Amounts paid to the Portfolio are shown separately as broker commission recapture on the Statement of Operations of the Portfolio. Additionally, these amounts have been excluded from the calculation of the net ratio of expenses to average net assets presented in the Financial Highlights for each share class.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio had direct investments in repurchase agreements with a gross value of $23,189,760. Additionally, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $11,141,425. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

 

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

 

MSF-16


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

All securities on loan are classified as Common Stocks in the Portfolio’s Schedule of Investments as of December 31, 2016, with a contractual maturity of overnight and continuous.

3. Certain Risks

 

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

4. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 1,484,817,714      $ 0      $ 1,615,540,475  

5. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$12,018,041      0.730   Of the first $1 billion
     0.650   On amounts in excess of $1 billion

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. BlackRock Advisors, LLC is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

 

MSF-17


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Management Fee Waivers - Pursuant to an expense agreement, MetLife Advisers has agreed, for the period December 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum

   Average Daily Net Assets
0.115%    Of the first $1 billion
0.050%    On the next $500 million
0.090%    On the next $1 billion
0.110%    On amounts in excess of $2.5 billion

For the period May 1, 2016 to November 30, 2016, MetLife Advisers had agreed to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum

   Average Daily Net Assets
0.020%    Of the first $500 million
0.080%    On the next $500 million
0.060%    On amounts in excess of $1 billion

An identical expense agreement was in place for the period May 1, 2015 to April 30, 2016. Amounts waived for the year ended December 31, 2016 are shown as management fee waivers in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of the Adviser; however, such officers and trustees receive no compensation from the Trust.

 

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B and E Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E Shares. Under the Distribution and Service Plan, the Class B and E Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E Shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares and 0.15% per year for Class E Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

 

MSF-18


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

6. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

7. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income      Long-Term Capital Gain      Total  
2016      2015      2016      2015      2016      2015  
$ 26,232,560       $ 83,570,232       $ 130,815,025       $ 249,000,590       $ 157,047,585       $ 332,570,822   

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
     Total  
$1,297,448    $ 43,117,114       $ 214,668,007       $       $ 259,082,569   

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

8. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-19


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of BlackRock Capital Appreciation Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of BlackRock Capital Appreciation Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BlackRock Capital Appreciation Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-20


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-21


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and MSF)
to present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-22


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST)
to present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF)
to present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF)
to present
   Vice President, MetLife, Inc. (2013-present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST)
to present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-23


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-24


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those

 

MSF-25


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

*  *  *

BlackRock Capital Appreciation Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and BlackRock Advisors, LLC regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio underperformed the median of its Performance Universe and its Lipper Index for the one-, three-, and five-year periods ended June 30, 2016. The Board further considered that the Portfolio underperformed its benchmark, the Russell 1000 Growth Index, for the one-, three-, and five-year periods ended October 31, 2016. The Board took into account management’s discussion of the Portfolio’s performance, including prevailing market conditions.

The Board also considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b-1 fees) were below the Expense Group median, the Expense Universe median and the Sub-advised Expense Universe median. The Board noted that the Portfolio’s contractual management fees were above the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also noted that the Portfolio’s contractual sub-advisory fees were above the average of the Sub-advised Expense Group but below the average of the Sub-advised Expense Universe at the Portfolio’s current size. In addition, the Board considered that the Adviser had negotiated reductions to the Portfolio’s sub-advisory fee schedule and that the Adviser agreed to waive a portion of its advisory fee in order for contract holders to benefit from the lower sub-advisory fee effective December 1, 2016.

 

MSF-26


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-27


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-28


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-29


Metropolitan Series Fund

BlackRock Capital Appreciation Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-30


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Managed by BlackRock Advisors, LLC

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B and E shares of the BlackRock Large Cap Value Portfolio returned 18.51%, 18.10%, and 18.14%, respectively. The Portfolio’s benchmark, the Russell 1000 Value Index1, returned 17.34%.

MARKET ENVIRONMENT / CONDITIONS

Despite one of the worst starts to the year, the U.S. equity market registered solid gains in 2016. Stocks weathered several shocks in 2016, including fears of a renewed economic downturn, the U.K.’s vote to leave the European Union, and the U.S. presidential election of Donald Trump. The bulk of 2016’s gains came in the second half of the year driven by a rebound in corporate earnings, accelerating U.S. economic growth and stabilizing oil prices. The rally gathered steam after the presidential election in November, as investors focused on the potential for lower taxes, reduced regulation, and increased infrastructure spending in a Trump administration. Within the Russell 1000 Value Index (the “Index”), Materials, Energy, and Financials were among the better performers. Real Estate, Health Care, and Consumer Staples lagged over the year.

PORTFOLIO REVIEW / PERIOD END POSITIONING

The Portfolio outperformed the 17.34% return posted by the Index. The largest contributors to relative performance were an overweight allocation and selection in Financials, as well as stock selection in Energy and Health Care. Conversely, the largest detractors were an underweight exposure and stock selection in Industrials, as well as stock selection in Information Technology and Consumer Staples.

The largest contributor to relative performance over the year was the Portfolio’s overweight allocation and stock selection in Financials. Notably, the Portfolio’s overweight positions in Discover Financial, Bank of America and JPMorgan proved beneficial amid rising interest rates and the prospects for less regulation in a Trump administration. SLM Corp. also benefitted from the potential for privatization in the student-loan industry. Stock selection in the Energy sector also added to relative performance, as the Portfolio’s overweight positions in Devon Energy, Apache and Marathon Oil benefitted from a rebound in crude oil prices following the Organization of Petroleum Exporting Countries agreement to curb production. Lastly, stock selection in Health Care, notably the Portfolio’s overweight position in St. Jude, contributed as shares of the medical device company rallied 25% immediately following the announcement of a planned acquisition by Abbott Laboratories. The Portfolio’s underweight allocations to Real Estate and Consumer Staples, premised primarily on valuation, also added to relative performance.

The largest detractor during the year was the Portfolio’s underweight allocation and stock selection in Industrials. Notably, the Portfolio’s overweight position in Nielsen Holdings weighed on relative performance after the company reported disappointing third-quarter results. The stock has lagged in recent months due to weaker than expected performance within the company’s “Buy” business, which sells marketing information and analytics on consumer buying behavior. We continued to see value and added to the Portfolio’s position on the weakness during the period. In addition, the Portfolio’s overweight position in Gilead Sciences detracted amid investor concerns related to increasing competition for the company’s hepatitis-C medication and to the strength of the company’s pipeline. We believe these concerns are largely discounted in Gilead’s share price and fail to take into account the better-than-expected growth potential of its leading HIV franchise, its pristine balance sheet and strong cash flows, and recent positive data readouts from its early stage pipeline. Stock selection in Information Technology, in particular the Portfolio’s positions in non-benchmark holdings Ericsson and Nokia, also weighed on relative performance as did the Portfolio’s overweight position in Kroger. We eliminated the Portfolio’s position in Ericsson.

At year end, the Portfolio’s largest absolute exposures remained in Financials, Energy, Information Technology, and Health Care. As of the end of December, the Portfolio was overweight the Financials, Information Technology, Consumer Discretionary, Health Care, and Energy sectors and underweight the Industrials, Real Estate, Consumer Staples, and Materials sectors, relative to the Index.

Bart Geer

Carrie King

Portfolio Managers

BlackRock Advisors, LLC

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-1


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE RUSSELL 1000 VALUE INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
BlackRock Large Cap Value Portfolio                 

Class A

       18.51           13.07           4.46   

Class B

       18.10           12.79           4.19   

Class E

       18.14           12.90           4.30   
Russell 1000 Value Index        17.34           14.80           5.72   

1 The Russell 1000 Value Index is an unmanaged measure of the largest capitalized U.S. domiciled companies with a less than average growth orientation. Companies in this Index generally have a low price-to-book and price-to-earnings ratio, higher dividend yields and lower forecasted growth values.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 
Citigroup, Inc.      5.3   
QUALCOMM, Inc.      4.8   
JPMorgan Chase & Co.      4.7   
Cisco Systems, Inc.      4.7   
Discover Financial Services      4.3   
Apache Corp.      4.1   
Pfizer, Inc.      3.9   
Devon Energy Corp.      3.4   
Capital One Financial Corp.      3.2   
Exelon Corp.      3.0   

Top Sectors

 

     % of
Net Assets
 
Financials      30.7   
Energy      14.7   
Information Technology      12.3   
Health Care      12.0   
Utilities      7.0   
Consumer Discretionary      5.8   
Consumer Staples      5.4   
Telecommunication Services      4.4   
Industrials      4.0   
Materials      2.0   

 

MSF-2


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

BlackRock Large Cap Value Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.63    $ 1,000.00         $ 1,125.90         $ 3.37   
   Hypothetical*      0.63    $ 1,000.00         $ 1,021.97         $ 3.20   

Class B(a)

   Actual      0.88    $ 1,000.00         $ 1,124.70         $ 4.70   
   Hypothetical*      0.88    $ 1,000.00         $ 1,020.71         $ 4.47   

Class E(a)

   Actual      0.78    $ 1,000.00         $ 1,124.10         $ 4.16   
   Hypothetical*      0.78    $ 1,000.00         $ 1,021.22         $ 3.96   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 5 of the Notes to Financial Statements.

 

MSF-3


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—98.2% of Net Assets

 

Security Description   Shares     Value  
Aerospace & Defense—0.6%  

Boeing Co. (The)

    19,260      $ 2,998,397   

Huntington Ingalls Industries, Inc.

    14,700        2,707,593   

Northrop Grumman Corp.

    5,510        1,281,516   

Raytheon Co.

    8,605        1,221,910   
   

 

 

 
      8,209,416   
   

 

 

 
Airlines—0.8%  

American Airlines Group, Inc. (a)

    245,870        11,479,670   

Delta Air Lines, Inc.

    18,550        912,475   
   

 

 

 
      12,392,145   
   

 

 

 
Auto Components—1.2%  

Lear Corp.

    118,074        15,629,455   

Magna International, Inc.

    38,180        1,657,012   
   

 

 

 
      17,286,467   
   

 

 

 
Automobiles—0.1%  

Thor Industries, Inc. (a)

    12,016        1,202,201   
   

 

 

 
Banks—14.2%  

Bank of America Corp.

    1,581,000        34,940,100   

Citigroup, Inc.

    1,321,289        78,524,205   

JPMorgan Chase & Co.

    816,021        70,414,452   

KeyCorp (a)

    708,710        12,948,132   

Regions Financial Corp.

    1,077,221        15,468,894   
   

 

 

 
      212,295,783   
   

 

 

 
Beverages—0.2%  

PepsiCo, Inc.

    27,700        2,898,251   
   

 

 

 
Biotechnology—2.4%  

Gilead Sciences, Inc.

    490,890        35,152,633   
   

 

 

 
Capital Markets—2.2%  

Ameriprise Financial, Inc.

    32,760        3,634,394   

Morgan Stanley

    270,370        11,423,132   

Nasdaq, Inc.

    266,105        17,860,968   
   

 

 

 
      32,918,494   
   

 

 

 
Chemicals—0.5%  

Akzo Nobel NV (ADR) (a)

    387,933        8,030,213   
   

 

 

 
Communications Equipment—5.1%  

Cisco Systems, Inc.

    2,322,342        70,181,175   

Nokia Oyj (ADR) (a)

    1,072,850        5,160,409   
   

 

 

 
      75,341,584   
   

 

 

 
Construction & Engineering—0.1%  

AECOM (b)

    57,240        2,081,246   
   

 

 

 
Consumer Finance—8.4%  

Capital One Financial Corp.

    555,710        48,480,140   

Discover Financial Services

    899,130        64,818,282   
Consumer Finance—(Continued)  

SLM Corp. (b)

    1,148,717      12,658,861   
   

 

 

 
      125,957,283   
   

 

 

 
Containers & Packaging—0.9%  

Avery Dennison Corp.

    35,020        2,459,104   

Bemis Co., Inc. (a)

    90,710        4,337,752   

Crown Holdings, Inc. (b)

    60,240        3,166,817   

Graphic Packaging Holding Co.

    217,620        2,715,898   

Sealed Air Corp.

    9,850        446,599   
   

 

 

 
      13,126,170   
   

 

 

 
Diversified Telecommunication Services—2.7%  

Verizon Communications, Inc.

    756,467        40,380,208   
   

 

 

 
Electric Utilities—3.5%  

American Electric Power Co., Inc.

    60,090        3,783,266   

Duke Energy Corp.

    40,730        3,161,463   

Exelon Corp.

    1,281,910        45,494,986   
   

 

 

 
      52,439,715   
   

 

 

 
Energy Equipment & Services—0.7%  

Superior Energy Services, Inc. (a)

    605,179        10,215,422   
   

 

 

 
Equity Real Estate Investment Trusts—0.3%  

Brixmor Property Group, Inc.

    160,540        3,920,387   
   

 

 

 
Food & Staples Retailing—4.2%  

CVS Health Corp.

    58,610        4,624,915   

Kroger Co. (The) (a)

    926,114        31,960,194   

Rite Aid Corp. (a) (b)

    253,709        2,090,562   

Walgreens Boots Alliance, Inc.

    290,870        24,072,402   
   

 

 

 
      62,748,073   
   

 

 

 
Food Products—0.3%  

Mondelez International, Inc. - Class A

    114,680        5,083,764   
   

 

 

 
Health Care Equipment & Supplies—5.3%  

Baxter International, Inc.

    831,230        36,856,738   

Hologic, Inc. (b)

    16,004        642,080   

Medtronic plc

    152,570        10,867,561   

Zimmer Biomet Holdings, Inc.

    303,468        31,317,898   
   

 

 

 
      79,684,277   
   

 

 

 
Hotels, Restaurants & Leisure—0.1%  

Darden Restaurants, Inc. (a)

    14,000        1,018,080   
   

 

 

 
Household Durables—0.9%  

Newell Brands, Inc. (a)

    261,870        11,692,495   

Tupperware Brands Corp. (a)

    26,680        1,403,902   
   

 

 

 
      13,096,397   
   

 

 

 
Independent Power and Renewable Electricity Producers—3.3%  

AES Corp.

    3,409,600        39,619,552   

Dynegy, Inc. (a) (b)

    1,200,760        10,158,430   
   

 

 

 
      49,777,982   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-4


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Industrial Conglomerates—0.2%  

Honeywell International, Inc.

    30,230      $ 3,502,146   
   

 

 

 
Insurance—4.2%  

Athene Holding, Ltd. - Class A (b)

    70,426        3,379,744   

Genworth Financial, Inc. - Class A (b)

    73,630        280,530   

Hartford Financial Services Group, Inc. (The)

    313,800        14,952,570   

Lincoln National Corp.

    200,380        13,279,183   

Prudential Financial, Inc.

    193,910        20,178,274   

XL Group, Ltd.

    281,650        10,494,279   
   

 

 

 
      62,564,580   
   

 

 

 
IT Services—0.4%  

Fidelity National Information Services, Inc.

    18,180        1,375,135   

First Data Corp. - Class A (a) (b)

    159,360        2,261,319   

Total System Services, Inc.

    56,730        2,781,472   
   

 

 

 
      6,417,926   
   

 

 

 
Media—3.1%  

Comcast Corp. - Class A

    267,060        18,440,493   

Interpublic Group of Cos., Inc. (The) (a)

    337,820        7,908,366   

Omnicom Group, Inc. (a)

    63,670        5,418,954   

Scripps Networks Interactive, Inc. - Class A (a)

    201,413        14,374,846   
   

 

 

 
      46,142,659   
   

 

 

 
Metals & Mining—0.5%  

Reliance Steel & Aluminum Co.

    100,380        7,984,225   
   

 

 

 
Mortgage Real Estate Investment Trusts—0.9%  

Starwood Property Trust, Inc. (a)

    588,490        12,917,355   
   

 

 

 
Multi-Utilities—0.1%  

Public Service Enterprise Group, Inc.

    39,700        1,742,036   
   

 

 

 
Multiline Retail—0.6%  

Dollar General Corp.

    111,660        8,270,656   
   

 

 

 
Oil, Gas & Consumable Fuels—14.0%  

Apache Corp. (a)

    968,470        61,468,791   

Devon Energy Corp.

    1,121,214        51,205,843   

Gulfport Energy Corp. (a) (b)

    1,014,970        21,963,951   

Marathon Oil Corp. (a)

    2,421,913        41,923,314   

Marathon Petroleum Corp.

    283,112        14,254,689   

Parsley Energy, Inc. - Class A (a) (b)

    55,240        1,946,658   

Valero Energy Corp. (a)

    242,620        16,575,798   
   

 

 

 
      209,339,044   
   

 

 

 
Personal Products—0.2%  

Unilever NV

    56,930        2,337,546   
   

 

 

 
Pharmaceuticals—4.3%  

Merck & Co., Inc.

    109,360      6,438,023   

Pfizer, Inc.

    1,784,758        57,968,940   
   

 

 

 
      64,406,963   
   

 

 

 
Professional Services—2.2%  

Dun & Bradstreet Corp. (The)

    9,260        1,123,423   

Nielsen Holdings plc (a)

    756,960        31,754,472   
   

 

 

 
      32,877,895   
   

 

 

 
Road & Rail—0.1%  

CSX Corp.

    26,160        939,929   

Norfolk Southern Corp.

    1,660        179,396   
   

 

 

 
      1,119,325   
   

 

 

 
Semiconductors & Semiconductor Equipment—5.1%  

QUALCOMM, Inc.

    1,090,553        71,104,056   

Teradyne, Inc. (a)

    193,218        4,907,737   
   

 

 

 
      76,011,793   
   

 

 

 
Software—0.3%  

Oracle Corp.

    97,480        3,748,106   
   

 

 

 
Specialty Retail—0.0%  

Lowe’s Cos., Inc.

    4,100        291,592   
   

 

 

 
Technology Hardware, Storage & Peripherals—1.5%  

Apple, Inc.

    190,640        22,079,925   
   

 

 

 
Thrifts & Mortgage Finance—0.7%  

New York Community Bancorp, Inc. (a)

    693,980        11,041,222   
   

 

 

 
Tobacco—0.1%  

Philip Morris International, Inc.

    23,870        2,183,866   
   

 

 

 
Wireless Telecommunication Services—1.7%  

Telephone & Data Systems, Inc.

    782,496        22,590,659   

United States Cellular Corp. (b)

    63,840        2,791,085   
   

 

 

 
      25,381,744   
   

 

 

 

Total Common Stocks
(Cost $1,261,944,674)

      1,465,616,795   
   

 

 

 
Convertible Preferred Stock—0.4%   
Food Products—0.4%  

Tyson Foods, Inc.
4.750%, 07/15/17
(Cost $4,431,350)

    88,627        5,995,617   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Schedule of Investments as of December 31, 2016

Short-Term Investment—1.1%

 

Security Description   Principal
Amount*
    Value  
Repurchase Agreement—1.1%  

Fixed Income Clearing Corp.
Repurchase Agreement dated 12/30/16 at 0.030% to be repurchased at $16,011,351 on 01/03/17, collateralized by $16,400,000 U.S. Treasury Note at 1.625% due 11/30/20 with a value of $16,332,268.

    16,011,297      $ 16,011,297   
   

 

 

 

Total Short-Term Investments
(Cost $16,011,297)

      16,011,297   
   

 

 

 
Securities Lending Reinvestments (c)—10.0%   
Certificates of Deposit—5.8%  

Banco Del Estado De Chile New York
1.154%, 06/21/17 (d)

    3,000,000        2,999,385   

Bank of Nova Scotia Houston
1.201%, 11/03/17 (d)

    5,000,000        5,004,232   

Bank of Tokyo UFJ, Ltd., New York
1.121%, 02/28/17 (d)

    2,400,000        2,400,048   

Barclays New York
0.894%, 02/10/17 (d)

    5,000,000        5,001,617   

BNP Paribas New York
1.226%, 08/04/17 (d)

    4,500,000        4,501,998   

Chiba Bank, Ltd., New York
0.870%, 01/10/17

    1,700,000        1,700,039   

Credit Suisse AG New York
1.364%, 05/12/17 (d)

    4,500,000        4,500,468   

1.444%, 04/24/17 (d)

    3,200,000        3,200,752   

DNB NOR Bank ASA
1.130%, 07/28/17 (d)

    1,000,000        999,825   

DZ Bank AG New York
1.010%, 02/27/17

    2,000,000        2,000,578   

KBC Brussells
1.050%, 01/27/17

    3,000,000        3,000,570   

1.050%, 02/07/17

    1,500,000        1,500,375   

Landesbank Hessen-Thüringen London
Zero Coupon, 01/24/17

    3,491,968        3,498,495   

Mizuho Bank, Ltd., New York
1.361%, 04/26/17 (d)

    2,000,000        1,999,898   

National Australia Bank London
1.034%, 05/02/17 (d)

    1,500,000        1,501,416   

1.182%, 11/09/17 (d)

    6,000,000        5,985,120   

National Bank of Canada
0.650%, 01/06/17

    8,000,000        8,000,320   

Shizuoka Bank New York
0.840%, 01/03/17

    3,200,000        3,200,013   

Standard Chartered Bank New York
1.150%, 03/21/17

    8,000,000        8,001,352   

Sumitomo Bank New York
1.215%, 05/05/17 (d)

    2,500,000        2,504,164   

Sumitomo Mitsui Banking Corp.
0.900%, 01/12/17

    1,800,000        1,800,068   

Sumitomo Mitsui Trust Bank, Ltd., London
1.262%, 05/08/17 (d)

    4,000,000        4,007,326   
Certificates of Deposit—(Continued)  

Sumitomo Mitsui Trust Bank, Ltd., New York
1.351%, 04/26/17 (d)

    3,000,000      3,000,354   

Svenska Handelsbanken New York
1.266%, 05/18/17 (d)

    1,500,000        1,500,261   

UBS, Stamford
1.084%, 05/12/17 (d)

    1,700,000        1,699,871   

Wells Fargo Bank San Francisco N.A.
1.231%, 04/26/17 (d)

    1,000,000        1,000,280   

1.264%, 10/26/17 (d)

    1,500,000        1,501,025   
   

 

 

 
      86,009,850   
   

 

 

 
Commercial Paper—2.8%  

Atlantic Asset Securitization LLC
1.040%, 02/03/17

    3,090,597        3,097,294   

Barton Capital Corp.
0.660%, 01/12/17

    2,497,113        2,499,377   

Den Norske ASA
1.206%, 04/27/17 (d)

    1,000,000        1,000,053   

Erste Abwicklungsanstalt
1.014%, 03/10/17 (d)

    4,500,000        4,500,027   

HSBC plc
1.216%, 04/25/17 (d)

    3,000,000        2,999,871   

LMA Americas LLC
0.710%, 01/06/17

    1,098,698        1,099,847   

LMA S.A. & LMA Americas
1.000%, 01/13/17

    249,396        249,913   

Macquarie Bank, Ltd.
0.930%, 01/19/17

    2,494,058        2,498,457   

Old Line Funding LLC
0.840%, 01/03/17

    1,696,946        1,699,866   

1.030%, 03/13/17 (d)

    4,000,000        4,003,122   

Oversea-Chinese Banking Corp., Ltd.
0.890%, 02/21/17

    1,496,588        1,498,008   

Starbird Funding Corp.
1.240%, 06/13/17 (d)

    250,000        249,980   

Suncorp Metway, Ltd.
0.930%, 02/09/17

    6,983,363        6,992,251   

Toronto Dominion Holding Corp.
0.600%, 01/05/17

    5,494,317        5,499,384   

Versailles Commercial Paper LLC
1.000%, 01/31/17

    1,994,667        1,998,496   

Westpac Banking Corp.
1.232%, 10/20/17 (d)

    2,000,000        2,003,492   
   

 

 

 
      41,889,438   
   

 

 

 
Repurchase Agreements—1.2%  

Citigroup Global Markets, Ltd.
Repurchase Agreement dated 12/29/16 at 0.710% to be repurchased at $31,287 on 01/03/17, collateralized by $31,557 U.S. Treasury and Foreign Obligations with rates ranging from 1.750% - 2.750%, maturity dates ranging from 10/15/19 - 11/15/23, with a value of $31,910.

    31,284        31,284   

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (c)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Repurchase Agreements—(Continued)  

Deutsche Bank AG, London
Repurchase Agreement dated 12/30/16 at 0.950% to be repurchased at $19,514 on 01/03/17, collateralized by $19,920 Foreign Obligations with rates ranging from 1.750% - 2.500%, maturity dates ranging from 09/05/19 - 11/20/24, with a value of $19,902.

    19,512      $ 19,512   

Repurchase Agreement dated 12/30/16 at 1.050% to be repurchased at $5,000,583 on 01/03/17, collateralized by various Common Stock with a value of $5,557,775.

    5,000,000        5,000,000   

Deutsche Bank Securities, Inc.
Repurchase Agreement dated 10/18/16 at 1.110% to be repurchased at $1,506,290 on 03/03/17, collateralized by various Common Stock with a value of $1,650,000.

    1,500,000        1,500,000   

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $63,899 on 01/03/17, collateralized by $328,822 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $65,174.

    63,896        63,896   

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/27/16 at 0.580% to be repurchased at $36,642 on 01/03/17, collateralized by $36,248 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $37,390.

    36,638        36,638   

Repurchase Agreement dated 12/15/16 at 0.600% to be repurchased at $10,003,667 on 01/06/17, collateralized by $9,893,551 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $10,205,168.

    10,000,000        10,000,000   

Merrill Lynch, Pierce, Fenner & Smith, Inc. Repurchase Agreement dated 10/26/16 at 1.160% to be repurchased at $1,608,197 on 04/03/17, collateralized by various Common Stock with a value of $1,760,000.

    1,600,000        1,600,000   
   

 

 

 
      18,251,330   
   

 

 

 
Time Deposits—0.2%  

OP Corporate Bank plc
1.010%, 01/04/17

    1,300,000        1,300,000   
Time Deposits—(Continued)  

Shinkin Central Bank
1.200%, 01/27/17

    300,000      300,000   

1.220%, 01/26/17

    1,600,000        1,600,000   
   

 

 

 
      3,200,000   
   

 

 

 

Total Securities Lending Reinvestments
(Cost $149,334,895)

      149,350,618   
   

 

 

 

Total Investments—109.7%
(Cost $1,431,722,216) (e)

      1,636,974,327   

Other assets and liabilities (net)—(9.7)%

      (144,272,441
   

 

 

 
Net Assets—100.0%     $ 1,492,701,886   
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $144,833,926 and the collateral received consisted of cash in the amount of $149,289,041. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(b) Non-income producing security.
(c) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(d) Variable or floating rate security. The stated rate represents the rate at December 31, 2016.
(e) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $1,439,020,135. The aggregate unrealized appreciation and depreciation of investments were $251,708,666 and $(53,754,474), respectively, resulting in net unrealized appreciation of $197,954,192 for federal income tax purposes.
(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Schedule of Investments as of December 31, 2016

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2     Level 3      Total  

Total Common Stocks*

   $ 1,465,616,795      $ —       $ —        $ 1,465,616,795  

Total Convertible Preferred Stock*

     5,995,617        —         —          5,995,617  

Total Short-Term Investment*

     —          16,011,297       —          16,011,297  

Total Securities Lending Reinvestments*

     —          149,350,618       —          149,350,618  

Total Investments

   $ 1,471,612,412      $ 165,361,915     $ —        $ 1,636,974,327  
                                    

Collateral for Securities Loaned (Liability)

   $ —        $ (149,289,041   $ —        $ (149,289,041

 

* See Schedule of Investments for additional detailed categorizations.

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

  

Investments at value (a) (b)

   $ 1,636,974,327   

Cash

     91,366   

Receivable for:

  

Investments sold

     9,180,231   

Fund shares sold

     165,788   

Dividends and interest

     984,962   

Prepaid expenses

     4,205   
  

 

 

 

Total Assets

     1,647,400,879   

Liabilities

  

Collateral for securities loaned

     149,289,041   

Payables for:

  

Investments purchased

     2,578,186   

Fund shares redeemed

     1,752,496   

Accrued Expenses:

  

Management fees

     779,613   

Distribution and service fees

     63,418   

Deferred trustees’ fees

     91,376   

Other expenses

     144,863   
  

 

 

 

Total Liabilities

     154,698,993   
  

 

 

 

Net Assets

   $ 1,492,701,886   
  

 

 

 

Net Assets Consist of:

  

Paid in surplus

   $ 1,278,662,781   

Undistributed net investment income

     25,412,475   

Accumulated net realized loss

     (16,625,481

Unrealized appreciation on investments

     205,252,111   
  

 

 

 

Net Assets

   $ 1,492,701,886   
  

 

 

 

Net Assets

  

Class A

   $ 1,174,948,629   

Class B

     263,040,482   

Class E

     54,712,775   

Capital Shares Outstanding*

  

Class A

     130,185,914   

Class B

     29,463,032   

Class E

     6,097,332   

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 9.03   

Class B

     8.93   

Class E

     8.97   

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $1,431,722,216.
(b) Includes securities loaned at value of $144,833,926.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

  

Dividends (a)

   $ 35,564,426   

Interest

     3,410   

Securities lending income

     299,482   

Other income (b)

     138,701   
  

 

 

 

Total investment income

     36,006,019   

Expenses

  

Management fees

     9,195,053   

Administration fees

     47,199   

Custodian and accounting fees

     93,546   

Distribution and service fees—Class B

     618,236   

Distribution and service fees—Class E

     74,709   

Audit and tax services

     42,040   

Legal

     33,031   

Trustees’ fees and expenses

     45,247   

Shareholder reporting

     66,371   

Insurance

     10,336   

Miscellaneous

     20,587   
  

 

 

 

Total expenses

     10,246,355   

Less management fee waiver

     (399,588
  

 

 

 

Net expenses

     9,846,767   
  

 

 

 

Net Investment Income

     26,159,252   
  

 

 

 

Net Realized and Unrealized Gain (Loss)

  

Net realized gain (loss) on:   

Investments

     (11,229,553

Foreign currency transactions

     64   
  

 

 

 

Net realized loss

     (11,229,489
  

 

 

 

Net change in unrealized appreciation on investments

     235,342,895   
  

 

 

 

Net realized and unrealized gain

     224,113,406   
  

 

 

 

Net Increase in Net Assets From Operations

   $ 250,272,658   
  

 

 

 

 

(a) Net of foreign withholding taxes of $133,873.
(b) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

  

From Operations

  

Net investment income

   $ 26,159,252      $ 24,989,616   

Net realized gain (loss)

     (11,229,489     112,151,185   

Net change in unrealized appreciation (depreciation)

     235,342,895        (227,214,620
  

 

 

   

 

 

 

Increase (decrease) in net assets from operations

     250,272,658        (90,073,819
  

 

 

   

 

 

 

From Distributions to Shareholders

  

Net investment income

  

Class A

     (19,387,735     (22,599,992

Class B

     (3,535,480     (4,230,425

Class E

     (763,362     (923,252

Net realized capital gains

  

Class A

     (88,611,057     (101,131,805

Class B

     (19,261,297     (22,003,704

Class E

     (3,879,474     (4,536,965
  

 

 

   

 

 

 

Total distributions

     (135,438,405     (155,426,143
  

 

 

   

 

 

 

Increase (decrease) in net assets from capital share transactions

     (82,354,712     20,021,122   
  

 

 

   

 

 

 

Total increase (decrease) in net assets

     32,479,541        (225,478,840

Net Assets

  

Beginning of period

     1,460,222,345        1,685,701,185   
  

 

 

   

 

 

 

End of period

   $ 1,492,701,886      $ 1,460,222,345   
  

 

 

   

 

 

 

Undistributed net investment income

  

End of period

   $ 25,412,475      $ 24,191,789   
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

  

Sales

     1,273,544      $ 10,276,489        1,384,828      $ 13,378,089   

Reinvestments

     13,670,734        107,998,792        13,162,957        123,731,797   

Redemptions

     (23,006,541     (199,668,801     (12,049,917     (120,870,123
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (8,062,263   $ (81,393,520     2,497,868      $ 16,239,763   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

  

Sales

     1,901,610      $ 15,743,752        1,809,435      $ 16,514,461   

Reinvestments

     2,911,466        22,796,777        2,814,821        26,234,129   

Redemptions

     (4,927,460     (41,216,438     (3,981,200     (37,477,172
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (114,384   $ (2,675,909     643,056      $ 5,271,418   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

  

Sales

     1,306,764      $ 11,096,720        618,235      $ 5,756,123   

Reinvestments

     590,692        4,642,836        583,357        5,460,217   

Redemptions

     (1,673,687     (14,024,839     (1,349,828     (12,706,399
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     223,769      $ 1,714,717        (148,236   $ (1,490,059
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase (decrease) derived from capital shares transactions

     $ (82,354,712     $ 20,021,122   
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Financial Highlights

 

Selected per share data                                 
     Class A  
     Year Ended December 31,  
     2016     2015      2014      2013     2012  

Net Asset Value, Beginning of Period

   $ 8.42      $ 9.89       $ 12.02       $ 9.80      $ 10.36   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.16  (b)      0.15         0.16         0.15        0.17   

Net realized and unrealized gain (loss) on investments

     1.28        (0.64      0.75         2.84        1.21   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total from investment operations

     1.44        (0.49      0.91         2.99        1.38   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.15     (0.18      (0.16      (0.16     (0.18

Distributions from net realized capital gains

     (0.68     (0.80      (2.88      (0.61     (1.76
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total distributions

     (0.83     (0.98      (3.04      (0.77     (1.94
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 9.03      $ 8.42       $ 9.89       $ 12.02      $ 9.80   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total Return (%) (c)

     18.51        (5.99      9.92         32.05  (d)      14.28   

Ratios/Supplemental Data

            

Gross ratio of expenses to average net assets (%)

     0.66        0.65         0.65         0.65        0.66   

Net ratio of expenses to average net assets (%) (e)

     0.63        0.63         0.52  (f)       0.59        0.63   

Ratio of net investment income to average net assets (%)

     1.85  (b)      1.62         1.61         1.35        1.80   

Portfolio turnover rate (%)

     32        42         40         113        107   

Net assets, end of period (in millions)

   $ 1,174.9      $ 1,164.4       $ 1,342.9       $ 1,666.1      $ 1,414.2   
     Class B  
     Year Ended December 31,  
     2016     2015      2014      2013     2012  

Net Asset Value, Beginning of Period

   $ 8.34      $ 9.80       $ 11.93       $ 9.73      $ 10.30   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.13  (b)      0.13         0.14         0.12        0.15   

Net realized and unrealized gain (loss) on investments

     1.27        (0.64      0.74         2.82        1.20   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total from investment operations

     1.40        (0.51      0.88         2.94        1.35   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.13     (0.15      (0.13      (0.13     (0.16

Distributions from net realized capital gains

     (0.68     (0.80      (2.88      (0.61     (1.76
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total distributions

     (0.81     (0.95      (3.01      (0.74     (1.92
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 8.93      $ 8.34       $ 9.80       $ 11.93      $ 9.73   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total Return (%) (c)

     18.10        (6.18      9.70         31.74  (d)      13.97   

Ratios/Supplemental Data

            

Gross ratio of expenses to average net assets (%)

     0.91        0.90         0.90         0.90        0.91   

Net ratio of expenses to average net assets (%) (e)

     0.88        0.88         0.77  (f)       0.84        0.88   

Ratio of net investment income to average net assets (%)

     1.60  (b)      1.37         1.36         1.10        1.52   

Portfolio turnover rate (%)

     32        42         40         113        107   

Net assets, end of period (in millions)

   $ 263.0      $ 246.6       $ 283.6       $ 278.6      $ 229.5   

Please see following page for Financial Highlights footnote legend.

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Financial Highlights

 

Selected per share data                                 
     Class E  
     Year Ended December 31,  
     2016     2015      2014      2013     2012  

Net Asset Value, Beginning of Period

   $ 8.38      $ 9.84       $ 11.97       $ 9.76      $ 10.32   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.14  (b)      0.14         0.15         0.13        0.16   

Net realized and unrealized gain (loss) on investments

     1.26        (0.64      0.74         2.83        1.21   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total from investment operations

     1.40        (0.50      0.89         2.96        1.37   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.13     (0.16      (0.14      (0.14     (0.17

Distributions from net realized capital gains

     (0.68     (0.80      (2.88      (0.61     (1.76
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total distributions

     (0.81     (0.96      (3.02      (0.75     (1.93
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 8.97      $ 8.38       $ 9.84       $ 11.97      $ 9.76   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total Return (%) (c)

     18.14        (6.07      9.79         31.88  (d)      14.14   

Ratios/Supplemental Data

            

Gross ratio of expenses to average net assets (%)

     0.81        0.80         0.80         0.80        0.81   

Net ratio of expenses to average net assets (%) (e)

     0.78        0.78         0.67  (f)       0.74        0.78   

Ratio of net investment income to average net assets (%)

     1.69  (b)      1.47         1.46         1.20        1.62   

Portfolio turnover rate (%)

     32        42         40         113        107   

Net assets, end of period (in millions)

   $ 54.7      $ 49.2       $ 59.3       $ 59.9      $ 47.9   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Net investment income per share and the ratio of net investment income to average net assets include a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which amounted to less than $0.01 per share and 0.01% of average net assets, respectively.
(c) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(d) In 2013, 0.11%, 0.11% and 0.11% of the Portfolio’s total return for Class A, Class B and Class E, respectively, consists of a voluntary reimbursement by the subadvisor. Excluding this item, total return would have been 31.94%, 31.63% and 31.77% for Class A, Class B and Class E, respectively.
(e) Includes the effects of management fee waivers (see Note 5 of the Notes to Financial Statements).
(f) The effect of the voluntary portion of the waivers on average net assets was 0.10% for the year ended December 31, 2014.

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is BlackRock Large Cap Value Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers three classes of shares: Class A, B and E shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to

 

MSF-13


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due

 

MSF-14


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

to distribution re-designations, adjustments to prior period accumulated balances, real estate investment trust (REIT) adjustments and foreign currency transactions. These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio had direct investments in repurchase agreements with a gross value of $16,011,297. Additionally, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $18,251,330. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

 

MSF-15


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

 

All securities on loan are classified as Common Stocks in the Portfolio’s Schedule of Investments as of December 31, 2016, with a contractual maturity of overnight and continuous.

3. Certain Risks

 

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

4. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 460,388,329       $ 0       $ 646,211,025   

5. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$9,195,053      0.700   On the first $250 million
     0.650   Of the next $500 million
     0.600   On amounts in excess of $750 million

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. BlackRock Advisors, LLC is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

 

MSF-16


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Management Fee Waivers - Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum

   Average Daily Net Assets
0.020%    Of the first $250 million
0.025%    On the next $500 million
0.050%    On amounts in excess of $1 billion

An identical expense agreement was in place for the period May 1, 2015 to April 30, 2016. Amounts waived for the year ended December 31, 2016 are shown as a management fee waiver in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of the Adviser; however, such officers and trustees receive no compensation from the Trust.

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B and E Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E Shares. Under the Distribution and Service Plan, the Class B and E Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E Shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares and 0.15% per year for Class E Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

6. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

7. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$45,420,920    $ 91,191,427       $ 90,017,485       $ 64,234,716       $ 135,438,405       $ 155,426,143   

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
    Total  
$25,503,850    $       $ 197,954,193       $ (9,327,563   $ 214,130,480   

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained

 

MSF-17


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had long term accumulated capital losses of $9,327,563 and no pre-enactment accumulated capital loss carryforwards.

8. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-18


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of BlackRock Large Cap Value Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of BlackRock Large Cap Value Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BlackRock Large Cap Value Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-19


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-20


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and MSF)
to present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-21


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST)
to present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF)
to present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF)
to present
   Vice President, MetLife, Inc. (2013-present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST)
to present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-22


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-23


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those

 

MSF-24


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

*  *  *

BlackRock Large Cap Value Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and BlackRock Advisors, LLC regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio underperformed the median of its Performance Universe and its Lipper Index for the one-, three-, and five-year periods ended June 30, 2016. The Board further considered that the Portfolio underperformed its benchmark, the Russell 1000 Value Index, for the one-, three-, and five-year periods ended October 31, 2016. The Board took into account management’s discussion of the Portfolio’s performance, including prevailing market conditions.

The Board also considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b-1 fees) were below the Expense Group median, Expense Universe median, and Sub-advised Expense Universe median. The Board noted that the Portfolio’s contractual management fees were above the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also noted that the Portfolio’s contractual sub-advisory fees were above the averages of the Sub-advised Expense Group and Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-25


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-26


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-27


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-28


Metropolitan Series Fund

BlackRock Large Cap Value Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-29


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

Managed by BlackRock Advisors, LLC

Portfolio Manager Commentary*

 

Effective May 1, 2016, the BlackRock Money Market Portfolio converted from a money market portfolio to an ultra-short term bond portfolio and the Portfolio’s name changed to the BlackRock Ultra- Short Term Bond Portfolio. The Portfolio continued to maintain its investment objective, which seeks to provide a high level of current income consistent with the preservation of capital. Although the Portfolio ceased to be a money market fund subject to the requirements set forth in Rule 2a-7 under the Investment Company Act of 1940, the Portfolio intends to maintain its investment strategy of investing primarily in short-term, high quality securities. Additionally, the Portfolio ceased maintaining a stable net asset value per share and instead has a floating net asset value per share.

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B and E shares of the BlackRock Ultra-Short Term Bond Portfolio returned 0.35%, 0.11%, and 0.20%, respectively. The Portfolio’s benchmark, the Bank of America/Merrill Lynch 3-Month T-Bill Index1, returned 0.33%.

MARKET ENVIRONMENT/ CONDITIONS

2016 was a year of dramatic change in the money market sector. After years in a near-zero interest rate environment, the December 2015 rate hike by the Federal Open Market Committee (“FOMC”) represented a turning point in the exceptionally accommodative environment and returned yield to the ultra-short sector of the interest rate curve. The market entered 2016 facing the possibility of multiple interest rate increases by the FOMC and the two-stage implementation of money market reform (“Reform”). As FOMC rhetoric steered the market to its “measured pace” for rate hikes, probabilities (as demonstrated by the pricing of Federal Funds futures contracts) for multiple hikes diminished leaving the market to focus on the impacts of Reform.

During 2016, the prime institutional money market industry experienced $750 billion in outflows, representing approximately 86% of industry assets as of December 30, 2015. The majority of these assets moved into institutional funds that invest primarily in U.S. government securities that are not subject to some of the mandates of Reform. This dramatic shift in assets caused a significant reduction in U.S. dollar funding for issuers in the short-term wholesale funding market. As a result in a decrease in demand for short-term prime assets by prime money market funds and interest rate expectations, the 3-month London Inter-Bank Offered Rate (“LIBOR”) increased over 0.39% during the year while 1-month LIBOR increased more than 0.34%.

October 14, 2016 represented the final compliance date for money market reform, marking the completion of an effort that began over two years prior. While the shift in assets from prime money market funds to government funds was substantial (at approximately $1 trillion) since these reforms were announced, the process remained manageable. As October progressed into November, market conviction of a December rate increase by the FOMC rose, bolstered by FOMC rhetoric and positive economic data. Potential market reaction to the outcome of the upcoming presidential election gave investors some pause, but concerns quickly dissipated after the election’s conclusion and the preparation of the future path of interest rates re-took center stage for cash investors.

The FOMC, at its December 14, 2016, meeting announced a 0.25% increase in the target range for the federal funds rate to 0.50% to 0.75%. The decision to raise interest rates was unanimous, and widely expected. This further reduction in monetary accommodation, in our view, is demonstrative of the FOMC’s conviction that the economy is on an upward trajectory. The FOMC continues to believe that the risks to the economic outlook in the near term are roughly balanced. Despite the nudging up of interest rates, the FOMC acknowledged that monetary policy remains accommodative. Following the October 14, 2016 money market reform effective date, weekly fund flows in prime funds stabilized before turning slightly positive through the remainder of the year.

PORTFOLIO REVIEW / PERIOD END POSITIONING

Portfolio positioning during the first half of 2016 reflected a conservative posture in the form of relatively short Weighted Average Maturity (“WAM”), Weighted Average Life (“WAL”), and above mandated liquidity levels. As Reform-related outflows accelerated into the summer months, elevated offered levels available in the market provided a relatively attractive entry point to selectively add longer-term investments. Issuers were particularly focused on writing securities with maturities after the October 14th implementation deadline. The Portfolio added fixed rate securities in this space at yields of 0.80% to 1.41% and floating rate securities at spreads of 0.57% to 0.75% above 1-month LIBOR.

After Reform implementation date, our strategy was focused on the likelihood of a rate increase in December. This is evidenced by the path of the portfolio’s WAM and WAL over the quarter. On September 30th, the WAM was 29 days and the WAL was 45 days, by October 31st, we had increased the WAM to 34 days and WAL to 60 days and by November 30th, we were beginning to allow the WAM to drift lower to 32 days but maintained the WAL in the low 60s. The Portfolio drifted shorter in December, ending the month with a WAM of 30 days and WAL of 51 days. Year-end supply dynamics came into play as we moved into December, as issuers concluded their funding schedule for the year. While most investments during the fourth quarter were made in securities maturing within three months at yields up to 1.17%, a number of extension trades were executed in tenors out to 13-months. In the longer maturities, we focused on floating rate coupons indexed to 1-month LIBOR at spreads of 0.35% to 0.70%, 3-month LIBOR at spreads of 0.26% to 0.40%, and fixed-rate instruments yielding 0.95% to 1.37%. On December 31st, approximately 25% of the Portfolio was comprised of floating rate securities indexed off of 1-month LIBOR (22%) and 3-month LIBOR (3%). These contributed 0.32% to gross return while

 

MSF-1


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

Managed by BlackRock Advisors, LLC

Portfolio Manager Commentary*—(Continued)

 

fixed rate investments contributed the balance. At year end, our investment focus remained on the top 2 to 5 systemically important issuers domiciled in each of a select group of countries.

Rich Mejzak

Eric Hiatt

Edward Ingold

Portfolio Managers

BlackRock Advisors, LLC

 

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-2


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE BANK OF AMERICA/MERRILL LYNCH 3-MONTH T-BILL INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
BlackRock Ultra-Short Term Bond Portfolio                 

Class A

       0.35           0.07           0.86   

Class B

       0.11           0.02           0.77   

Class E

       0.20           0.04           0.80   
Bank of America/Merrill Lynch 3-Month T-Bill Index        0.33           0.12           0.80   

1 The Bank of America/Merrill Lynch 3-Month T-Bill Index is composed of a single 90-day Treasury Bill issue, or potentially a seasoned 6-month or 1-year Treasury Bill issue, that is replaced on a monthly basis.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Issuers

 

     % of
Net Assets
 
JPMorgan Securities, Inc.      10.3   
U.S. Treasury Bills      5.7   
Macquarie Bank, Ltd.      3.8   
Kells Funding LLC      3.6   
Sumitomo Mitsui Trust Bank, Ltd.      3.4   
Versailles Commercial Paper LLC      3.4   
Sumitomo Mitsui Banking Corp.      3.4   
Erste Abwicklungsanstalt      3.1   
Mizuho Bank, Ltd. (NY)      3.1   
Antalis S.A.      2.9   

 

 

MSF-3


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

BlackRock Ultra-Short Term Bond Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.36    $ 1,000.00         $ 1,002.30         $ 1.81   
   Hypothetical*      0.36    $ 1,000.00         $ 1,023.33         $ 1.83   

Class B(a)

   Actual      0.61    $ 1,000.00         $ 1,001.00         $ 3.07   
   Hypothetical*      0.61    $ 1,000.00         $ 1,022.07         $ 3.10   

Class E(a)

   Actual      0.51    $ 1,000.00         $ 1,001.50         $ 2.57   
   Hypothetical*      0.51    $ 1,000.00         $ 1,022.57         $ 2.59   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 4 of the Notes to Financial Statements.

 

MSF-4


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

Schedule of Investments as of December 31, 2016

Short-Term Investments—99.8% of Net Assets

 

Security Description   Principal
Amount*
    Value  
Certificate of Deposit—31.0%  

Bank of Montreal (Chicago)
1.080%, 03/20/17

    18,000,000      $ 18,002,541   

Bank of Nova Scotia (Houston)
1.045%, 01/03/17

    10,000,000        10,000,500   

1.274%, 04/12/17 (a)

    5,000,000        5,006,120   

Bank of Tokyo-Mitsubishi, Ltd.
1.260%, 04/27/17

    10,000,000        10,007,995   

BNP Paribas S.A. (NY)
1.110%, 02/13/17

    18,000,000        18,007,371   

Canadian Imperial Bank of Commerce (NY)
1.167%, 12/01/17 (a)

    10,000,000        10,003,310   

Citibank N.A. (NY)
1.000%, 03/14/17

    10,000,000        10,002,677   

Credit Industriel et Commercial (NY)
1.250%, 02/01/17

    5,000,000        5,002,613   

DG Bank New York
1.040%, 01/20/17

    15,000,000        15,002,299   

DNB Bank ASA
1.234%, 02/13/17 (a)

    15,000,000        14,997,450   

Kookmin Bank New York
0.690%, 01/04/17

    13,000,000        12,999,982   

Mitsubishi UFJ Trust & Banking Corp. (NY)
0.680%, 01/03/17

    5,000,000        5,000,059   

1.365%, 04/03/17 (a)

    8,000,000        8,010,272   

Mizuho Bank, Ltd. (NY)
1.330%, 01/13/17 (a)

    10,000,000        10,002,740   

1.430%, 03/13/17 (a)

    8,000,000        8,009,952   

1.476%, 03/24/17 (a)

    12,000,000        12,014,124   

Norinchukin Bank (NY)
1.364%, 04/11/17 (a)

    7,250,000        7,260,969   

1.464%, 03/21/17 (a)

    5,400,000        5,407,668   

Skandinaviska Enskilda Banken AB (NY)
1.264%, 02/10/17 (a)

    12,000,000        12,008,736   

State Street Bank & Trust Co.
1.233%, 03/10/17 (a)

    11,000,000        11,008,943   

Sumitomo Mitsui Banking Corp.
1.335%, 04/04/17 (a)

    10,800,000        10,811,794   

Sumitomo Mitsui Trust Bank, Ltd. (NY)
1.237%, 06/01/17 (a)

    5,000,000        5,003,105   

1.379%, 04/20/17 (a)

    12,000,000        12,011,124   

1.456%, 02/17/17 (a)

    10,000,000        10,009,320   

Svenska Handelsbanken AB
1.146%, 08/01/17 (a)

    5,000,000        5,002,880   

Svenska Handelsbanken New York
1.244%, 05/15/17 (a)

    10,000,000        10,011,070   

Svenska Handelsbanken, Inc.
1.397%, 06/20/17 (a)

    10,000,000        10,001,800   

Toronto-Dominion Bank
1.080%, 03/17/17

    12,000,000        12,003,422   

UBS AG (Stamford)
1.050%, 01/11/17

    8,000,000        8,001,647   

Wells Fargo Bank N.A.
1.060%, 02/01/17

    7,000,000        7,002,802   

Westpac Banking Corp. (NY)
1.241%, 02/06/17 (a)

    4,000,000        4,002,256   
   

 

 

 
      301,617,541   
   

 

 

 
Commercial Paper—49.0%  

Albion Capital LLC
0.548%, 01/03/17 (b)

    15,000,000      $ 14,999,188   

Alpine Securitization, Ltd.
1.084%, 02/03/17 (b)

    12,000,000        11,991,868   

Antalis S.A.
0.548%, 01/03/17 (b)

    12,000,000        11,999,313   

0.570%, 01/04/17 (b)

    16,000,000        15,998,844   

Barton Capital Corp.
0.963%, 02/15/17 (b)

    10,000,000        9,989,229   

Charta LLC
0.948%, 02/28/17 (b)

    10,000,000        9,987,000   

Collateralized Commercial Paper Co. LLC
1.153%, 04/06/17 (b)

    12,000,000        12,015,348   

Commonwealth Bank of Australia
1.075%, 05/17/17 (b)

    8,000,000        8,006,608   

1.134%, 03/29/17 (144A) (b)

    10,000,000        10,012,300   

1.136%, 07/18/17 (b)

    5,000,000        5,005,485   

DBS Bank, Ltd.
0.732%, 01/26/17 (b)

    19,000,000        18,991,635   

Den Norske ASA
0.954%, 05/02/17 (b)

    12,000,000        12,007,932   

Erste Abwicklungsanstalt
0.651%, 01/12/17 (b)

    16,300,000        16,297,081   

1.039%, 02/09/17 (b)

    14,000,000        13,990,322   

HSBC Bank plc
1.050%, 04/17/17 (b)

    15,000,000        15,014,445   

Kells Funding LLC
0.568%, 04/28/17 (b)

    10,000,000        10,004,490   

1.046%, 02/21/17 (b)

    10,000,000        9,989,297   

1.070%, 02/03/17 (b)

    15,000,000        14,990,273   

LMA Americas LLC
0.392%, 01/03/17 (b)

    10,000,000        9,999,428   

Macquarie Bank, Ltd.
0.903%, 02/13/17 (b)

    15,000,000        14,983,219   

1.163%, 03/17/17 (b)

    7,000,000        6,984,189   

1.173%, 03/14/17 (b)

    15,000,000        14,967,964   

Matchpoint Finance plc
1.336%, 02/22/17 (b)

    7,000,000        6,991,180   

Mont Blanc Capital Corp.
0.771%, 01/05/17 (b)

    6,000,000        5,999,475   

Nieuw Amsterdam Receivables Corp.
0.586%, 01/04/17 (b)

    20,000,000        19,998,556   

1.000%, 03/07/17 (b)

    7,000,000        6,989,226   

Oversea-Chinese Banking Corp., Ltd.
1.090%, 03/16/17 (b)

    15,000,000        15,003,399   

Sheffield Receivables Corp.
1.012%, 02/13/17 (b)

    10,000,000        9,987,750   

Starbird Funding Corp.
0.921%, 02/10/17 (b)

    17,000,000        16,984,133   

1.339%, 03/02/17 (b)

    6,000,000        5,990,979   

Sumitomo Mitsui Banking Corp. (NY)
0.593%, 01/04/17 (b)

    22,000,000        21,998,301   

Sumitomo Mitsui Trust Bank, Ltd.
1.368%, 01/27/17 (b)

    6,000,000        5,997,046   

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

Schedule of Investments as of December 31, 2016

Short-Term Investments—(Continued)

 

Security Description   Principal
Amount*
    Value  
Commercial Paper—(Continued)  

Suncorp Metway, Ltd.
1.064%, 03/22/17 (b)

    10,000,000     $ 9,973,350  

1.337%, 05/30/17 (b)

    12,000,000       11,928,225  

United Overseas Bank, Ltd.
1.218%, 04/04/17 (b)

    13,000,000       12,964,837  

Versailles Commercial Paper LLC
0.795%, 01/05/17 (b)

    8,000,000       7,998,967  

0.935%, 02/02/17 (b)

    15,000,000       14,986,641  

0.955%, 01/17/17 (b)

    10,000,000       9,995,800  

Victory Receivables Corp.
0.372%, 01/03/17 (b)

    6,244,000       6,243,643  

1.153%, 03/15/17 (b)

    13,000,000       12,976,167  

Westpac Securities NZ, Ltd.
1.268%, 02/28/17 (b)

    5,000,000       4,991,250  
   

 

 

 
      476,224,383  
   

 

 

 
Discount Note—0.8%  

Federal Farm Credit Bank
0.296%, 01/06/17 (b)

    8,000,000       7,999,744  
   

 

 

 
Repurchase Agreements—13.1%  

Bank of America Corp. Repurchase Agreement dated 12/30/16 at 0.500% to be repurchased at $27,001,500 on 01/03/17, collateralized by $27,269,100 U.S. Treasury Notes with rates ranging from 1.625% - 2.750%, maturity dates ranging from 02/15/19 - 07/31/20, with a value of $27,540,076

    27,000,000       27,000,000  

JPMorgan Securities, Inc. Repurchase Agreement dated 12/30/16 at 0.500% to be repurchased at $100,005,556 on 01/03/17, collateralized by $84,080,000 U.S. Treasury Note at 4.250% due 05/15/39, with a value of $102,000,241

    100,000,000       100,000,000  
   

 

 

 
      127,000,000  
   

 

 

 
U.S. Treasury—5.9%  

U.S. Treasury Bills
0.233%, 01/05/17 (b)

    55,000,000     54,998,900  

U.S. Treasury Floating Rate Note
0.724%, 10/31/17 (a)

    2,371,000       2,374,182  
   

 

 

 
      57,373,082  
   

 

 

 

Total Short-Term Investments
(Cost $969,937,760)

      970,214,750  
   

 

 

 

Total Investments—99.8%
(Cost $969,937,760) (c)

      970,214,750  

Other assets and liabilities (net)—0.2%

      1,960,922  
   

 

 

 
Net Assets—100.0%     $ 972,175,672  
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) Variable or floating rate security. The stated rate represents the rate at December 31, 2016. Maturity date shown for callable securities reflects the earliest possible call date.
(b) The rate shown represents current yield to maturity.
(c) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $969,937,760. The aggregate unrealized appreciation and depreciation of investments were $302,332 and $(25,342), respectively, resulting in net unrealized appreciation of $276,990 for federal income tax purposes.
(144A)—Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of December 31, 2016, the market value of 144A securities was $10,012,300, which is 1.0% of net assets.

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

Schedule of Investments as of December 31, 2016

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2      Level 3      Total  
Short-Term Investments   

Certificate of Deposit

   $ —         $ 301,617,541       $ —         $ 301,617,541   

Commercial Paper

     —           476,224,383         —           476,224,383   

Discount Note

     —           7,999,744         —           7,999,744   

Repurchase Agreements

     —           127,000,000         —           127,000,000   

U.S. Treasury

     —           57,373,082         —           57,373,082   

Total Investments

   $ —         $ 970,214,750       $ —         $ 970,214,750   
                                     

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

  

Investments at value (a)

   $ 843,214,750   

Repurchase Agreements

     127,000,000   

Cash

     223   

Receivable for:

  

Fund shares sold

     3,616,586   

Interest

     604,583   

Prepaid expenses

     3,062   
  

 

 

 

Total Assets

     974,439,204   

Liabilities

  

Payables for:

  

Fund shares redeemed

     1,627,671   

Accrued Expenses:

  

Management fees

     299,181   

Distribution and service fees

     121,012   

Deferred trustees’ fees

     92,008   

Other expenses

     123,660   
  

 

 

 

Total Liabilities

     2,263,532   
  

 

 

 

Net Assets

   $ 972,175,672   
  

 

 

 

Net Assets Consist of:

  

Paid in surplus

   $ 970,363,645   

Undistributed net investment income

     1,531,725   

Accumulated net realized gain

     3,312   

Unrealized appreciation on investments

     276,990   
  

 

 

 

Net Assets

   $ 972,175,672   
  

 

 

 

Net Assets

  

Class A

   $ 355,226,218   

Class B

     479,555,954   

Class E

     137,393,500   

Capital Shares Outstanding*

  

Class A

     3,542,269   

Class B

     4,790,073   

Class E

     1,371,448   

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 100.28   

Class B

     100.11   

Class E

     100.18   

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments, excluding repurchase agreements, was $842,937,760.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

  

Interest

   $ 7,004,231   

Other income (a)

     121,296   
  

 

 

 

Total investment income

     7,125,527   

Expenses

  

Management fees

     3,682,609   

Administration fees

     46,759   

Custodian and accounting fees

     65,833   

Distribution and service fees—Class B

     1,321,100   

Distribution and service fees—Class E

     221,484   

Audit and tax services

     31,343   

Legal

     33,061   

Trustees’ fees and expenses

     45,247   

Shareholder reporting

     83,455   

Insurance

     7,369   

Miscellaneous

     14,271   
  

 

 

 

Total expenses

     5,552,531   

Less distribution and service fee waivers

     (88,078

Less management fee waiver

     (249,554
  

 

 

 

Net expenses

     5,214,899   
  

 

 

 

Net Investment Income

     1,910,628   
  

 

 

 

Net Realized and Unrealized Gain

  

Net realized gain on investments

     12,789   
  

 

 

 

Net change in unrealized appreciation on investments

     276,990   
  

 

 

 

Net realized and unrealized gain

     289,779   
  

 

 

 

Net Increase in Net Assets From Operations

   $ 2,200,407   
  

 

 

 

 

(a) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

 

From Operations

 

Net investment income

   $ 1,910,628     $ 13,344  

Net realized gain

     12,789        

Net change in unrealized appreciation

     276,990        
  

 

 

   

 

 

 

Increase in net assets from operations

     2,200,407       13,344  
  

 

 

   

 

 

 

From Distributions to Shareholders

 

Net investment income

 

Class A

     (274,320     (13,344

Class B

     (735     0  

Class E

     (28,521     0  

Net realized capital gains

 

Class A

     (7,951     0  

Class B

     (10,396     0  

Class E

     (2,977     0  
  

 

 

   

 

 

 

Total distributions

     (324,900     (13,344
  

 

 

   

 

 

 

Decrease in net assets from capital share transactions

     (137,760,693     (105,346,240
  

 

 

   

 

 

 

Total decrease in net assets

     (135,885,186     (105,346,240

Net Assets

 

Beginning of period

     1,108,060,858       1,213,407,098  
  

 

 

   

 

 

 

End of period

   $ 972,175,672     $ 1,108,060,858  
  

 

 

   

 

 

 

Undistributed net investment income (accumulated loss)

 

End of period

   $ 1,531,725     $ (75,327
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

 

Sales

     1,901,381     $ 190,260,823       2,154,944     $ 215,494,358  

Reinvestments

     2,822       282,271       134       13,344  

Redemptions

     (2,430,163     (243,175,177     (2,923,886     (292,389,732
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (525,960   $ (52,632,083     (768,808   $ (76,882,030
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

 

Sales

     2,502,925     $ 250,344,616       3,068,805     $ 306,884,015  

Reinvestments

     111       11,131       0       0  

Redemptions

     (3,183,246     (318,407,079     (3,140,958     (314,095,868
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (680,210   $ (68,051,332     (72,153   $ (7,211,853
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

 

Sales

     444,619     $ 44,475,182       686,634     $ 68,664,117  

Reinvestments

     315       31,498       0       0  

Redemptions

     (615,587     (61,583,958     (899,165     (89,916,474
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (170,653   $ (17,077,278     (212,531   $ (21,252,357
  

 

 

   

 

 

   

 

 

   

 

 

 

Decrease derived from capital shares transactions

     $ (137,760,693     $ (105,346,240
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

Financial Highlights

 

Selected per share data                                 
     Class A  
     Year Ended December 31,  
     2016     2015     2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 100.00      $ 100.00      $ 100.00       $ 100.00       $ 100.00   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.32  (b)      0.00  (c)      0.00         0.00         0.00   

Net realized and unrealized gain on investments

     0.03        0.00        0.00         0.00         0.00   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.35        0.00  (c)      0.00         0.00         0.00   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.07     (0.00 )(d)      0.00         0.00         0.00   

Distributions from net realized capital gains

     (0.00 )(e)      0.00        0.00         0.00         0.00   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total distributions

     (0.07     (0.00 )(d)      0.00         0.00         0.00   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 100.28      $ 100.00      $ 100.00       $ 100.00       $ 100.00   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total Return (%) (f)

     0.35        0.00        0.00         0.00         0.00   

Ratios/Supplemental Data

            

Gross ratio of expenses to average net assets (%)

     0.38        0.37        0.37         0.35         0.35   

Net ratio of expenses to average net assets (%) (g)

     0.35        0.25        0.20         0.23         0.28   

Ratio of net investment income to average net assets (%)

     0.32  (b)      0.00  (h)      0.00         0.00         0.00   

Portfolio turnover rate (%)

     0  (i)      N/A        N/A         N/A         N/A   

Net assets, end of period (in millions)

   $ 355.2      $ 406.8      $ 483.7       $ 536.4       $ 551.9   
     Class B  
     Year Ended December 31,  
     2016     2015     2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 100.00      $ 100.00      $ 100.00       $ 100.00       $ 100.00   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.08  (b)      0.00        0.00         0.00         0.00   

Net realized and unrealized gain on investments

     0.03        0.00        0.00         0.00         0.00   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.11        0.00        0.00         0.00         0.00   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.00 )(d)      0.00        0.00         0.00         0.00   

Distributions from net realized capital gains

     (0.00 )(e)      0.00        0.00         0.00         0.00   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total distributions

     (0.00     0.00        0.00         0.00         0.00   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 100.11      $ 100.00      $ 100.00       $ 100.00       $ 100.00   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total Return (%) (f)

     0.11        0.00        0.00         0.00         0.00   

Ratios/Supplemental Data

            

Gross ratio of expenses to average net assets (%)

     0.63        0.62        0.62         0.60         0.60   

Net ratio of expenses to average net assets (%) (g)

     0.59        0.25        0.20         0.23         0.28   

Ratio of net investment income to average net assets (%)

     0.08  (b)      0.00        0.00         0.00         0.00   

Portfolio turnover rate (%)

     0  (i)      N/A        N/A         N/A         N/A   

Net assets, end of period (in millions)

   $ 479.6      $ 547.0      $ 554.2       $ 651.3       $ 771.5   

Please see following page for Financial Highlights footnote legend.

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

Financial Highlights

 

 

Selected per share data                                  
     Class E  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 100.00      $ 100.00       $ 100.00       $ 100.00       $ 100.00   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.17  (b)      0.00         0.00         0.00         0.00   

Net realized and unrealized gain on investments

     0.03        0.00         0.00         0.00         0.00   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.20        0.00         0.00         0.00         0.00   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.02     0.00         0.00         0.00         0.00   

Distributions from net realized capital gains

     (0.00 )(e)      0.00         0.00         0.00         0.00   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (0.02     0.00         0.00         0.00         0.00   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 100.18      $ 100.00       $ 100.00       $ 100.00       $ 100.00   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (f)

     0.20        0.00         0.00         0.00         0.00   

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     0.53        0.52         0.52         0.50         0.50   

Net ratio of expenses to average net assets (%) (g)

     0.50        0.25         0.20         0.23         0.28   

Ratio of net investment income to average net assets (%)

     0.17  (b)      0.00         0.00         0.00         0.00   

Portfolio turnover rate (%)

     0  (i)      N/A         N/A         N/A         N/A   

Net assets, end of period (in millions)

   $ 137.4      $ 154.2       $ 175.5       $ 237.1       $ 309.5   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Net investment income per share and the ratio of net investment income to average net assets include a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which amounted to $0.01 per share and 0.01% of average net assets, respectively.
(c) Net investment income (loss) was less than $0.01.
(d) Distributions from net investment income were less than $0.01.
(e) Distributions from net realized capital gains were less than $0.01.
(f) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(g) Includes the effects of the management fee waivers and voluntary distribution & service fee waiver (see Note 4 of the Notes to Financial Statements).
(h) Ratio of net investment income (loss) to average net assets was less than 0.01%.
(i) There were no long term transactions during the year ended December 31, 2016.

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is BlackRock Ultra-Short Term Bond Portfolio (the “Portfolio”), which is diversified. Prior to May 1, 2016, the Portfolio was operated in accordance with investment restrictions applicable to money market funds and sought to maintain a stable net asset value using the amortized cost method to value its portfolio securities. On November 18, 2015, the Board of Trustees of the Trust approved a conversion of the Portfolio to an ultra-short term bond portfolio with a “floating” net asset value. The Portfolio’s investment strategy of investing primarily in short-term, high quality securities was not changed. As a result of this conversion, which took effect on May 1, 2016, the Portfolio is no longer subject to the investment restrictions that apply to money market funds and no longer seeks to maintain a stable net asset value. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers three classes of shares: Class A, B and E shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each as “pricing services”), pursuant to authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and

 

MSF-12


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. The Portfolio had no permanent book-tax differences at December 31, 2016.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio had investments in repurchase agreements with a gross value of $127,000,000, which is reflected as repurchase agreement on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

3. Certain Risks

 

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

 

MSF-13


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

4. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$3,682,609      0.350   Of the first $1 billion
     0.300   Of amount in excess of $1 billion

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. BlackRock Advisors, LLC is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Management Fee Waivers - Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” as follows:

 

% per annum

   Average Daily Net Assets
0.025%    Of the first $1 billion

For the period May 1, 2015 to April 30, 2016, an identical expense agreement was in place. Pursuant to the expense agreement, $249,554 was waived for the year ended December 31, 2016 and is included in the management fee waivers shown in the Statement of Operations.

In addition to the contractual fee waiver, MetLife Advisers and/or its affiliates had voluntarily agreed, if the yield on any share Class of the Portfolio turns negative on a given day, to waive their fees or reimburse certain Portfolio expenses to raise the yield of that share Class to 0.00% for that day. The waiver was first be applied to 12b-1 expenses. If the amount of the waiver exceeded the Class B or Class E 12b-1 expenses on a given day, MetLife Advisers and/or its affiliates would then waive fees or reimburse expenses pro rata across all share Classes. This voluntary waiver/expense reimbursement was discontinued by MetLife Advisers as of May 1, 2016. During the year ended December 31, 2016, $88,078 of 12b-1 expenses were waived as shown on the Statement of Operations. Class B shares waived $86,482 and Class E shares waived $1,596.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

 

MSF-14


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B and E Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E Shares. Under the Distribution and Service Plan, the Class B and E Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E Shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares and 0.15% per year for Class E Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

5. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

6. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$324,900    $ 13,344      $      $      $ 324,900      $ 13,344  

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
     Total  
$1,627,045    $      $ 276,990      $      $ 1,904,035  

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

7. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-15


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of BlackRock Ultra-Short Term Bond Portfolio (formerly, BlackRock Money Market Portfolio) and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of BlackRock Ultra-Short Term Bond Portfolio (formerly, BlackRock Money Market Portfolio) (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BlackRock Ultra-Short Term Bond Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-16


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-17


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and MSF)
to present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-18


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST)
to present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF)
to present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF)
to present
   Vice President, MetLife, Inc. (2013-present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST)
to present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-19


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-20


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee

 

MSF-21


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

*  *  *

BlackRock Ultra-Short Term Bond Portfolio (formerly, BlackRock Money Market Portfolio). The Board also considered the following information in relation to the Agreements with the Adviser and BlackRock Advisors, LLC regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio underperformed the median of its Performance Universe and Lipper Index for the one-, three and five-year periods ended June 30, 2016. The Board further considered that the Portfolio underperformed its benchmark, the Bank of America / Merrill Lynch 3-Month Treasury Bill Index, for the one-, three-, and five-year periods ended October 31, 2016. The Board took into account management’s discussion of the Portfolio’s performance, including prevailing market conditions. The Board further noted that, prior to May 1, 2016, the Portfolio operated as a money market fund subject to the requirements set forth in Rule 2a-7 under the Investment Company Act of 1940 and noted that the Adviser and its affiliates had provided significant subsidizations to the Portfolio by voluntarily waiving a portion of the Adviser’s investment advisory fee and all of the Portfolio’s Rule 12b-1 fees in order to maintain a stable net asset value per share, which contributed positively to the Portfolio’s performance.

The Board also considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b-1 fees) were below the Expense Group median, the Expense Universe median, and the Sub-advised Expense Universe median. The Board further noted that the Portfolio’s contractual management fees were below the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also noted that the Portfolio’s contractual sub-advisory fees were below the averages of the Sub-advised Expense Group and the Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-22


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-23


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-24


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-25


Metropolitan Series Fund

BlackRock Ultra-Short Term Bond Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

 

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-26


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Managed by Frontier Capital Management Company, LLC

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, D, and E shares of the Frontier Mid Cap Growth Portfolio returned 5.40%, 5.16%, 5.29%, and 5.25%, respectively. The Portfolio’s benchmark, the Russell Midcap Growth Index1, returned 7.33%.

MARKET ENVIRONMENT / CONDITIONS

The year 2016 began with the worst-ever five-day start for the stock market, but ended the period with the strongest post-election gain in history. The first half of the year was marked by volatility over recession fears, slowing growth in China, plummeting oil and other commodity prices, falling corporate profits, and the expectation of further interest rate hikes. In addition, the surprise U.K. referendum to vote to leave the European Union (Brexit) set off a flight to safety, which led global equity markets to decline and U.S. Treasury bond yields to fall to record lows. The sharp appreciation of the stock market in the second half of the year, particularly after the U.S. election, resulted in historically elevated valuations. Investor optimism grew over expectations the new President and Congress will adopt legislation deemed favorable to companies. Mid cap growth equities continued to modestly advance during the fourth quarter rising 0.5% to conclude a year of wild swings. The period was punctuated by substantial transition from gloom to optimism with the Russell Midcap Growth Index down as much as 14% through early part of February before surging nearly 25% to ultimately finish the year up 7.3%.

PORTFOLIO REVIEW/ PERIOD END POSITIONING

The Portfolio underperformed the Russell Midcap Growth Index for the year. Negative stock selection across the Information Technology and Financials sectors were the main detractors to performance, and more than offset the Portfolio’s positive allocation impact.

Within Information Technology, not owning Nvidia was a material driver behind the Portfolio’s relative underperformance in the sector. The stock rose 134% over the period following its addition to the Index in June. We decided to not own the stock based on the Portfolio’s existing exposure to gaming coupled with concern that nearly one-third of the company’s earnings were tied to intellectual royalty payments from Intel Corp., which we feared could potentially cease. The largest detractor the Portfolio owned was Alliance Data Systems. The stock was negatively impacted by an uptick in delinquencies causing the stock to decline 17% for the year, which we believed was overdone as in our view, maturing credit is normal for this point in the earnings cycle. In Financials, ETF provider WisdomTree declined 27% during the period. Two of the company’s products, which accounted for over 40% of the total assets under management, experienced heavy outflows. As a result, profitability declined and adversely affected the stock’s performance over the period. Despite the recent underperformance in Information Technology and Financials, at year end the Portfolio remained overweight these sectors.

In Consumer Staples, Monster Beverage Corp. declined 11% over the period and missed earnings expectations in the second and third quarters of 2016. In our view, these shortfalls were transitory and we continued to believe in the strength of the company’s brands as well as its long term strategy of leveraging Coca Cola’s distribution in most of its international markets.

Stock selection in Materials and Industrials were the largest contributors to overall performance during the period. The election of Donald Trump provided a bounce for many of the Portfolio’s existing infrastructure-related Materials stocks such as Eagle Materials, Martin Marietta, and Vulcan Materials. The Portfolio’s Industrials sector holdings benefitted from a rebound in earnings in both HD Supply as well as United Continental Holdings following some short term disruptions earlier in the year. During the fourth quarter, HD Supply reported solid earnings and a constructive outlook for 2017 that surprised on the upside and showed continued improvement in supply chain issues that hindered its largest segment, Facilities Maintenance, earlier in the year. United Continental Holdings reported solid third quarter results as both revenues and costs surprised on the upside. Further, the company provided a long term outlook that excited the market and instilled confidence the actions taken by both new management and board members were seen as positive steps in the direction of the company.

At year end, we remained optimistic structural changes taking place may allow fiscal policy to pick up the baton from an exhausted monetary policy in a way that sustains or improves growth. In our view, valuations and sentiment appear stretched at a time of uncertainty and risk revolving around interest rates, inflation, currencies, and global trade. We believed sentiment was likely at an extreme low in February and is likewise now approaching elevated levels. We maintained a balanced approach that upholds our discipline of finding good businesses with company specific catalysts for substantial

 

MSF-1


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Managed by Frontier Capital Management Company, LLC

Portfolio Manager Commentary*—(Continued)

 

earnings power trading at attractive valuations. We continued to favor entities with promising secular growth and stocks with management driven actions to enhance profitability as well as deploy financial resources to reward investors. At period end, we were finding many such attractive opportunities in Information Technology, Health Care, Industrials, and Financials, all areas the Portfolio remained overweight as of December 31, 2016.

Stephen M. Knightly

Christopher J. Scarpa

Portfolio Managers

Frontier Capital Management Company, LLC

 

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-2


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE RUSSELL MIDCAP GROWTH INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
Frontier Mid Cap Growth Portfolio                 

Class A

       5.40           12.17           6.86   

Class B

       5.16           11.89           6.60   

Class D

       5.29           12.06           6.75   

Class E

       5.25           12.00           6.71   
Russell Midcap Growth Index        7.33           13.51           7.83   

1 The Russell Midcap Growth Index is an unmanaged measure of performance of those Russell Midcap companies (the 800 smallest companies in the Russell 1000 Index) with higher price-to-book ratios and forecasted growth values.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 
Ross Stores, Inc.      2.6   
Electronic Arts, Inc.      2.6   
Equifax, Inc.      2.4   
Cooper Cos., Inc. (The)      2.4   
Cintas Corp.      2.3   
CDK Global, Inc.      2.3   
Aramark      2.2   
Zoetis, Inc.      2.1   
Euronet Worldwide, Inc.      2.1   
Global Payments, Inc.      2.0   

Top Sectors

 

     % of
Net Assets
 
Information Technology      25.9   
Health Care      17.3   
Consumer Discretionary      16.5   
Industrials      15.0   
Financials      11.0   
Materials      8.2   
Telecommunication Services      2.0   
Energy      1.7   
Consumer Staples      1.7   

 

MSF-3


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

Frontier Mid Cap Growth Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.73    $ 1,000.00         $ 1,041.10         $ 3.75   
   Hypothetical*      0.73    $ 1,000.00         $ 1,021.47         $ 3.71   

Class B(a)

   Actual      0.98    $ 1,000.00         $ 1,040.00         $ 5.03   
   Hypothetical*      0.98    $ 1,000.00         $ 1,020.21         $ 4.98   

Class D(a)

   Actual      0.83    $ 1,000.00         $ 1,040.50         $ 4.26   
   Hypothetical*      0.83    $ 1,000.00         $ 1,020.96         $ 4.22   

Class E(a)

   Actual      0.88    $ 1,000.00         $ 1,040.30         $ 4.51   
   Hypothetical*      0.88    $ 1,000.00         $ 1,020.71         $ 4.47   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 5 of the Notes to Financial Statements.

 

MSF-4


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—99.3% of Net Assets

 

Security Description   Shares     Value  
Airlines—0.9%  

United Continental Holdings, Inc. (a) (b)

    138,868      $ 10,120,700   
   

 

 

 
Banks—2.4%  

Popular, Inc.

    24,672        1,081,127   

Signature Bank (a)

    112,721        16,930,694   

Webster Financial Corp. (b)

    163,801        8,891,119   
   

 

 

 
      26,902,940   
   

 

 

 
Beverages—1.1%  

Brown-Forman Corp. - Class B (b)

    142,942        6,420,955   

Monster Beverage Corp. (a)

    136,700        6,061,278   
   

 

 

 
      12,482,233   
   

 

 

 
Biotechnology—3.8%  

Alkermes plc (a) (b)

    138,289        7,686,103   

BioMarin Pharmaceutical, Inc. (a) (b)

    156,633        12,975,478   

Incyte Corp. (a)

    217,531        21,811,833   
   

 

 

 
      42,473,414   
   

 

 

 
Building Products—1.0%  

A.O. Smith Corp. (b)

    249,378        11,808,048   
   

 

 

 
Capital Markets—5.6%  

E*Trade Financial Corp. (a)

    256,395        8,884,087   

Moody’s Corp.

    77,785        7,332,792   

Nasdaq, Inc.

    270,829        18,178,042   

Raymond James Financial, Inc.

    304,255        21,075,744   

SEI Investments Co.

    54,007        2,665,785   

WisdomTree Investments, Inc. (b)

    420,228        4,681,340   
   

 

 

 
      62,817,790   
   

 

 

 
Chemicals—2.1%  

CF Industries Holdings, Inc.

    180,343        5,677,198   

FMC Corp. (b)

    118,885        6,724,136   

Sherwin-Williams Co. (The)

    42,925        11,535,664   
   

 

 

 
      23,936,998   
   

 

 

 
Commercial Services & Supplies—5.5%  

Cintas Corp. (b)

    223,465        25,823,615   

KAR Auction Services, Inc.

    383,585        16,348,393   

Waste Connections, Inc.

    253,808        19,946,771   
   

 

 

 
      62,118,779   
   

 

 

 
Construction Materials—4.2%  

Eagle Materials, Inc. (b)

    160,891        15,852,590   

Martin Marietta Materials, Inc. (b)

    71,902        15,928,450   

Vulcan Materials Co.

    119,086        14,903,613   
   

 

 

 
      46,684,653   
   

 

 

 
Containers & Packaging—1.9%  

Ball Corp.

    96,719        7,260,695   

Berry Plastics Group, Inc. (a) (b)

    281,383        13,711,794   
   

 

 

 
      20,972,489   
   

 

 

 
Distributors—1.3%  

LKQ Corp. (a)

    472,784      $ 14,490,830   
   

 

 

 
Diversified Consumer Services—0.8%  

Bright Horizons Family Solutions, Inc. (a)

    133,235        9,329,115   
   

 

 

 
Diversified Telecommunication Services—2.0%  

Cogent Communications Holdings, Inc.

    222,794        9,212,532   

SBA Communications Corp. - Class A (a)

    127,416        13,156,976   
   

 

 

 
      22,369,508   
   

 

 

 
Electronic Equipment, Instruments & Components—2.5%  

Amphenol Corp. - Class A (b)

    156,809        10,537,565   

Flex, Ltd. (a) (b)

    409,654        5,886,728   

Universal Display Corp. (a) (b)

    208,018        11,711,413   
   

 

 

 
      28,135,706   
   

 

 

 
Food Products—0.6%  

Blue Buffalo Pet Products, Inc. (a)

    285,750        6,869,430   
   

 

 

 
Health Care Equipment & Supplies—9.0%  

Align Technology, Inc. (a) (b)

    117,405        11,286,143   

C.R. Bard, Inc.

    98,129        22,045,661   

Cooper Cos., Inc. (The) (b)

    151,619        26,522,712   

DexCom, Inc. (a) (b)

    73,198        4,369,921   

Edwards Lifesciences Corp. (a) (b)

    110,784        10,380,461   

STERIS plc (b)

    241,742        16,290,993   

Teleflex, Inc. (b)

    63,002        10,152,772   
   

 

 

 
      101,048,663   
   

 

 

 
Health Care Providers & Services—0.5%  

Universal Health Services, Inc. - Class B

    47,916        5,097,304   
   

 

 

 
Hotels, Restaurants & Leisure—4.4%  

Aramark (b)

    682,542        24,380,400   

MGM Resorts International (a)

    480,499        13,852,786   

Royal Caribbean Cruises, Ltd.

    48,221        3,956,051   

Texas Roadhouse, Inc. (b)

    152,192        7,341,742   
   

 

 

 
      49,530,979   
   

 

 

 
Insurance—3.0%  

Aon plc

    183,843        20,504,010   

Willis Towers Watson plc

    104,028        12,720,544   
   

 

 

 
      33,224,554   
   

 

 

 
Internet & Direct Marketing Retail—1.0%  

Expedia, Inc.

    100,367        11,369,574   
   

 

 

 
IT Services—9.3%  

Alliance Data Systems Corp. (b)

    49,367        11,280,360   

Computer Sciences Corp.

    93,205        5,538,241   

Euronet Worldwide, Inc. (a) (b)

    320,810        23,236,268   

Gartner, Inc. (a)

    77,864        7,869,714   

Genpact, Ltd. (a)

    340,059        8,277,036   

Global Payments, Inc.

    330,800        22,960,828   

Jack Henry & Associates, Inc.

    100,725        8,942,366   

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description       
    
Shares
    Value  
IT Services—(Continued)  

Vantiv, Inc. - Class A (a)

    282,791      $ 16,859,999   
   

 

 

 
      104,964,812   
   

 

 

 
Leisure Products—1.8%  

Brunswick Corp.

    368,530        20,099,626   
   

 

 

 
Life Sciences Tools & Services—2.0%  

Illumina, Inc. (a) (b)

    59,222        7,582,785   

PAREXEL International Corp. (a) (b)

    124,117        8,156,969   

QIAGEN NV (a) (b)

    232,948        6,527,203   
   

 

 

 
      22,266,957   
   

 

 

 
Machinery—1.4%  

Wabtec Corp. (b)

    64,802        5,379,862   

Woodward, Inc. (b)

    158,185        10,922,674   
   

 

 

 
      16,302,536   
   

 

 

 
Media—0.7%  

IMAX Corp. (a) (b)

    246,843        7,750,870   
   

 

 

 
Multiline Retail—2.4%  

Dollar General Corp. (b)

    223,246        16,535,831   

Dollar Tree, Inc. (a)

    128,134        9,889,382   
   

 

 

 
      26,425,213   
   

 

 

 
Oil, Gas & Consumable Fuels—1.7%  

Carrizo Oil & Gas, Inc. (a) (b)

    322,544        12,047,019   

Concho Resources, Inc. (a)

    56,657        7,512,718   
   

 

 

 
      19,559,737   
   

 

 

 
Pharmaceuticals—2.1%  

Zoetis, Inc.

    439,851        23,545,224   
   

 

 

 
Professional Services—2.4%  

Equifax, Inc.

    228,962        27,070,177   
   

 

 

 
Road & Rail—0.9%  

J.B. Hunt Transport Services, Inc. (b)

    104,412        10,135,273   
   

 

 

 
Semiconductors & Semiconductor Equipment—3.7%  

Integrated Device Technology, Inc. (a) (b)

    317,914        7,490,054   

Lam Research Corp.

    175,736        18,580,567   

Qorvo, Inc. (a) (b)

    295,115        15,561,414   
   

 

 

 
      41,632,035   
   

 

 

 
Software—10.4%  

Activision Blizzard, Inc.

    381,643        13,781,129   

Cadence Design Systems, Inc. (a)

    890,732        22,464,261   

CDK Global, Inc.

    430,467        25,694,575   

Electronic Arts, Inc. (a)

    365,214        28,764,255   

Fortinet, Inc. (a)

    191,621        5,771,624   

Mobileye NV (a) (b)

    205,932        7,850,128   
Software—(Continued)  

Red Hat, Inc. (a)

    175,653      12,243,014   
   

 

 

 
      116,568,986   
   

 

 

 
Specialty Retail—4.1%  

O’Reilly Automotive, Inc. (a) (b)

    60,925        16,962,129   

Ross Stores, Inc.

    444,997        29,191,803   
   

 

 

 
      46,153,932   
   

 

 

 
Trading Companies & Distributors—2.8%  

Beacon Roofing Supply, Inc. (a)

    303,010        13,959,671   

HD Supply Holdings, Inc. (a)

    401,202        17,055,097   
   

 

 

 
      31,014,768   
   

 

 

 

Total Common Stocks
(Cost $952,830,829)

      1,115,273,853   
   

 

 

 
Short-Term Investment—0.9%   
Repurchase Agreement—0.9%  

Fixed Income Clearing Corp.
Repurchase Agreement dated 12/30/16 at 0.030% to be repurchased at $9,660,547 on 01/03/17, collateralized by $9,895,000 U.S. Treasury Note at 1.625% due 11/30/20 with a value of $9,854,134.

    9,660,515        9,660,515   
   

 

 

 

Total Short-Term Investments
(Cost $9,660,515)

      9,660,515   
   

 

 

 
Securities Lending Reinvestments (c)—14.6%   
Certificates of Deposit—6.1%  

Banco Del Estado De Chile New York
1.154%, 06/21/17 (d)

    2,500,000        2,499,487   

Bank of Montreal London
Zero Coupon, 01/12/17

   
    2,998,090        2,999,452   

Bank of Nova Scotia Houston
1.201%, 11/03/17 (d)

    3,000,000        3,002,539   

Bank of Tokyo UFJ, Ltd., New York
1.121%, 02/28/17 (d)

    2,000,000        2,000,040   

Barclays New York
0.894%, 02/10/17 (d)

    4,000,000        4,001,294   

BNP Paribas New York
1.226%, 08/04/17 (d)

    750,000        750,333   

Chiba Bank, Ltd., New York
0.870%, 01/10/17

    1,200,000        1,200,028   

0.950%, 02/02/17

    1,000,000        1,000,138   

Credit Suisse AG New York
1.364%, 05/12/17 (d)

    3,750,000        3,750,390   

1.444%, 04/24/17 (d)

    1,900,000        1,900,446   

DNB NOR Bank ASA
1.130%, 07/28/17 (d)

    900,000        899,842   

DZ Bank AG New York
1.010%, 02/27/17

    2,900,000        2,900,838   

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (c)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Certificates of Deposit—(Continued)  

KBC Brussells
1.050%, 01/27/17

    2,500,000     $ 2,500,475  

1.050%, 02/07/17

    1,500,000       1,500,375  

Landesbank Hessen-Thüringen London
Zero Coupon, 01/24/17

    1,995,411       1,999,140  

Mizuho Bank, Ltd., New York
1.361%, 04/26/17 (d)

    2,500,000       2,499,872  

National Australia Bank London
1.034%, 05/02/17 (d)

    1,750,000       1,751,652  

1.182%, 11/09/17 (d)

    3,200,000       3,192,064  

National Bank of Canada
0.650%, 01/06/17

    6,000,000       6,000,240  

Shizuoka Bank New York
0.840%, 01/03/17

    3,000,000       3,000,012  

Standard Chartered Bank New York
1.150%, 03/21/17

    5,500,000       5,500,929  

Sumitomo Bank New York
1.212%, 06/05/17 (d)

    1,000,000       999,980  

1.215%, 05/05/17 (d)

    1,500,000       1,502,499  

1.336%, 06/19/17 (d)

    1,500,000       1,499,886  

Sumitomo Mitsui Banking Corp.
0.900%, 01/12/17

    650,000       650,025  

Sumitomo Mitsui Trust Bank, Ltd., London
1.262%, 05/08/17 (d)

    1,000,000       1,001,831  

Sumitomo Mitsui Trust Bank, Ltd., New York
1.194%, 06/02/17 (d)

    1,000,000       999,855  

1.351%, 04/26/17 (d)

    3,000,000       3,000,354  

Svenska Handelsbanken New York
1.266%, 05/18/17 (d)

    500,000       500,087  

UBS, Stamford
1.084%, 05/12/17 (d)

    1,400,000       1,399,894  

Wells Fargo Bank San Francisco N.A.
1.231%, 04/26/17 (d)

    900,000       900,252  

1.264%, 10/26/17 (d)

    1,250,000       1,250,854  
   

 

 

 
      68,555,103  
   

 

 

 
Commercial Paper—3.2%  

Atlantic Asset Securitization LLC
1.040%, 02/03/17

    1,993,933       1,998,254  

Barton Capital Corp.
1.160%, 03/28/17

    2,492,750       2,493,510  

Den Norske ASA
1.206%, 04/27/17 (d)

    900,000       900,048  

Erste Abwicklungsanstalt
1.014%, 03/10/17 (d)

    2,500,000       2,500,015  

HSBC plc
1.216%, 04/25/17 (d)

    2,250,000       2,249,903  

Kells Funding LLC
1.040%, 01/19/17

    199,295       199,921  

LMA S.A. & LMA Americas
1.000%, 01/13/17

    249,396       249,913  

Macquarie Bank, Ltd.
0.930%, 01/19/17

    997,623       999,383  

1.160%, 03/20/17

    4,985,339       4,987,524  
Commercial Paper—(Continued)  

Old Line Funding LLC
0.840%, 01/03/17

    499,102     499,961  

1.030%, 03/13/17 (d)

    3,400,000       3,402,653  

Oversea-Chinese Banking Corp., Ltd.
0.890%, 02/21/17

    1,995,451       1,997,344  

Starbird Funding Corp.
1.240%, 06/13/17 (d)

    3,250,000       3,249,737  

Suncorp Metway, Ltd.
0.930%, 02/09/17

    3,491,682       3,496,125  

Toronto Dominion Holding Corp.
0.600%, 01/05/17

    3,496,383       3,499,608  

Versailles Commercial Paper LLC
1.000%, 01/31/17

    2,094,400       2,098,421  

Westpac Banking Corp.
1.232%, 10/20/17 (d)

    1,500,000       1,502,619  
   

 

 

 
      36,324,939  
   

 

 

 
Repurchase Agreements—5.1%  

Citigroup Global Markets, Ltd.
Repurchase Agreement dated 12/29/16 at 0.710% to be repurchased at $2,000,197 on 01/03/17, collateralized by $2,017,473 U.S. Treasury and Foreign Obligations with rates ranging from 1.750% - 2.750%, maturity dates ranging from 10/15/19 - 11/15/23, with a value of $2,040,000.

    2,000,000       2,000,000  

Deutsche Bank AG, London
Repurchase Agreement dated 12/30/16 at 0.950% to be repurchased at $2,000,211 on 01/03/17, collateralized by $2,041,800 Foreign Obligations with rates ranging from 1.750% - 2.500%, maturity dates ranging from 09/05/19 - 11/20/24, with a value of $2,040,011.

    2,000,000       2,000,000  

Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $10,805,635 on 01/03/17, collateralized by various Common Stock with a value of $12,004,794.

    10,800,000       10,800,000  

Deutsche Bank Securities, Inc.
Repurchase Agreement dated 10/18/16 at 1.110% to be repurchased at $1,004,193 on 03/03/17, collateralized by various Common Stock with a value of $1,100,000.

    1,000,000       1,000,000  

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $37,822 on 01/03/17, collateralized by $194,630 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $38,577.

    37,820       37,820  

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (c)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Repurchase Agreements—(Continued)  

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/27/16 at 0.580% to be repurchased at $5,700,643 on 01/03/17, collateralized by $5,639,324 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $5,816,946.

    5,700,000      $ 5,700,000   

Repurchase Agreement dated 12/15/16 at 0.600% to be repurchased at $8,002,933 on 01/06/17, collateralized by $7,914,841 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $8,164,134.

    8,000,000        8,000,000   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
Repurchase Agreement dated 10/26/16 at 1.160% to be repurchased at $1,507,685 on 04/03/17, collateralized by various Common Stock with a value of $1,650,000.

    1,500,000        1,500,000   

Natixis
Repurchase Agreement dated 12/30/16 at 0.600% to be repurchased at $20,001,333 on 01/03/17, collateralized by $35,915,287 U.S. Government Agency and Treasury Obligations with rates ranging from 0.996% - 7.000%, maturity dates ranging from 01/15/20 - 12/01/46, with a value of $20,401,360.

    20,000,000        20,000,000   

Pershing LLC
Repurchase Agreement dated 12/30/16 at 0.680% to be repurchased at $6,000,453 on 01/03/17, collateralized by $8,804,187 U.S. Government Agency Obligations with rates ranging from 0.625% - 11.018%, maturity dates ranging from 01/17/17 - 08/20/66, with a value of $6,120,000.

    6,000,000        6,000,000   
   

 

 

 
      57,037,820   
   

 

 

 
Time Deposits—0.2%  

OP Corporate Bank plc
1.010%, 01/04/17

    700,000      700,000   

Shinkin Central Bank
1.200%, 01/27/17

    200,000        200,000   

1.220%, 01/26/17

    1,300,000        1,300,000   
   

 

 

 
      2,200,000   
   

 

 

 

Total Securities Lending Reinvestments
(Cost $164,107,323)

      164,117,862   
   

 

 

 

Total Investments—114.8%
(Cost $1,126,598,667) (e)

      1,289,052,230   

Other assets and liabilities (net)—(14.8)%

      (166,122,098
   

 

 

 
Net Assets—100.0%     $ 1,122,930,132   
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) Non-income producing security.
(b) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $158,745,372 and the collateral received consisted of cash in the amount of $164,076,675. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(c) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(d) Variable or floating rate security. The stated rate represents the rate at December 31, 2016.
(e) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $1,126,798,404. The aggregate unrealized appreciation and depreciation of investments were $186,332,698 and $(24,078,872), respectively, resulting in net unrealized appreciation of $162,253,826 for federal income tax purposes.

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2     Level 3      Total  

Total Common Stocks*

   $ 1,115,273,853      $ —       $ —        $ 1,115,273,853  

Total Short-Term Investment*

     —          9,660,515       —          9,660,515  

Total Securities Lending Reinvestments*

     —          164,117,862       —          164,117,862  

Total Investments

   $ 1,115,273,853      $ 173,778,377     $ —        $ 1,289,052,230  
                                    

Collateral for Securities Loaned (Liability)

   $ —        $ (164,076,675   $ —        $ (164,076,675

 

* See Schedule of Investments for additional detailed categorizations.

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

  

Investments at value (a) (b)

   $ 1,289,052,230   

Receivable for:

  

Investments sold

     5,894,530   

Fund shares sold

     116,932   

Dividends and interest

     483,208   

Prepaid expenses

     3,233   
  

 

 

 

Total Assets

     1,295,550,133   

Liabilities

  

Collateral for securities loaned

     164,076,675   

Payables for:

  

Investments purchased

     7,110,514   

Fund shares redeemed

     461,211   

Accrued Expenses:

  

Management fees

     667,539   

Distribution and service fees

     44,263   

Deferred trustees’ fees

     122,613   

Other expenses

     137,186   
  

 

 

 

Total Liabilities

     172,620,001   
  

 

 

 

Net Assets

   $ 1,122,930,132   
  

 

 

 

Net Assets Consist of:

  

Paid in surplus

   $ 932,416,830   

Accumulated net investment loss

     (122,614

Accumulated net realized gain

     28,182,353   

Unrealized appreciation on investments

     162,453,563   
  

 

 

 

Net Assets

   $ 1,122,930,132   
  

 

 

 

Net Assets

  

Class A

   $ 863,537,463   

Class B

     167,673,086   

Class D

     82,349,264   

Class E

     9,370,319   

Capital Shares Outstanding*

  

Class A

     27,488,237   

Class B

     5,860,285   

Class D

     2,669,195   

Class E

     305,077   

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 31.41   

Class B

     28.61   

Class D

     30.85   

Class E

     30.71   

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $1,126,598,667.
(b) Includes securities loaned at value of $158,745,372.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

  

Dividends

   $ 7,666,567   

Interest

     5,799   

Securities lending income

     263,747   

Other income (a)

     130,468   
  

 

 

 

Total investment income

     8,066,581   

Expenses

  

Management fees

     8,029,498   

Administration fees

     36,513   

Custodian and accounting fees

     52,755   

Distribution and service fees—Class B

     429,720   

Distribution and service fees—Class D

     84,403   

Distribution and service fees—Class E

     14,274   

Audit and tax services

     42,040   

Legal

     33,032   

Trustees’ fees and expenses

     45,247   

Shareholder reporting

     159,074   

Insurance

     8,106   

Miscellaneous

     17,877   
  

 

 

 

Total expenses

     8,952,539   

Less management fee waiver

     (257,459

Less broker commission recapture

     (74,051
  

 

 

 

Net expenses

     8,621,029   
  

 

 

 

Net Investment Loss

     (554,448
  

 

 

 

Net Realized and Unrealized Gain

  

Net realized gain on investments

     28,284,612   
  

 

 

 

Net change in unrealized appreciation on investments

     30,452,768   
  

 

 

 

Net realized and unrealized gain

     58,737,380   
  

 

 

 

Net Increase in Net Assets From Operations

   $ 58,182,932   
  

 

 

 

 

(a) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

  

From Operations

  

Net investment loss

   $ (554,448   $ (1,783,221

Net realized gain

     28,284,612        131,984,246   

Net change in unrealized appreciation (depreciation)

     30,452,768        (96,656,360
  

 

 

   

 

 

 

Increase in net assets from operations

     58,182,932        33,544,665   
  

 

 

   

 

 

 

From Distributions to Shareholders

  

Net realized capital gains

  

Class A

     (99,260,079     (120,148,007

Class B

     (21,703,876     (27,320,274

Class D

     (10,011,075     (12,958,013

Class E

     (1,135,232     (1,448,339
  

 

 

   

 

 

 

Total distributions

     (132,110,262     (161,874,633
  

 

 

   

 

 

 

Increase in net assets from capital share transactions

     36,453,154        146,475,892   
  

 

 

   

 

 

 

Total increase (decrease) in net assets

     (37,474,176     18,145,924   

Net Assets

  

Beginning of period

     1,160,404,308        1,142,258,384   
  

 

 

   

 

 

 

End of period

   $ 1,122,930,132      $ 1,160,404,308   
  

 

 

   

 

 

 

Accumulated net investment loss

  

End of period

   $ (122,614   $ (107,576
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

  

Sales

     354,929      $ 11,140,121        2,865,002      $ 113,108,885   

Reinvestments

     3,306,465        99,260,079        3,289,923        120,148,007   

Redemptions

     (2,241,975     (71,084,912     (2,380,338     (89,072,962
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     1,419,419      $ 39,315,288        3,774,587      $ 144,183,930   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

  

Sales

     287,661      $ 8,283,291        695,096      $ 23,571,724   

Reinvestments

     792,691        21,703,876        809,249        27,320,274   

Redemptions

     (1,061,101     (30,861,135     (1,363,306     (47,105,593
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     19,251      $ (873,968     141,039      $ 3,786,405   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class D

  

Sales

     129,785      $ 4,014,396        126,941      $ 4,666,476   

Reinvestments

     339,358        10,011,075        360,045        12,958,013   

Redemptions

     (506,551     (15,730,103     (530,932     (19,358,357
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (37,408   $ (1,704,632     (43,946   $ (1,733,868
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

  

Sales

     8,990      $ 274,586        28,565      $ 1,025,425   

Reinvestments

     38,639        1,135,232        40,366        1,448,339   

Redemptions

     (54,814     (1,693,352     (61,036     (2,234,339
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (7,185   $ (283,534     7,895      $ 239,425   
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase derived from capital shares transactions

     $ 36,453,154        $ 146,475,892   
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Financial Highlights

 

Selected per share data                                 
     Class A  
     Year Ended December 31,  
     2016     2015      2014      2013     2012  

Net Asset Value, Beginning of Period

   $ 33.70     $ 37.28      $ 36.90      $ 28.92     $ 26.06  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Income (Loss) from Investment Operations

 

Net investment income (loss) (a)

     (0.00 )(b)(c)      (0.03      (0.05      (0.00 )(c)      0.34  

Net realized and unrealized gain on investments

     1.63       1.51        3.78        9.18       2.52  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total from investment operations

     1.63       1.48        3.73        9.18       2.86  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Less Distributions

 

Distributions from net investment income

     0.00       0.00        0.00        (0.42     0.00  

Distributions from net realized capital gains

     (3.92     (5.06      (3.35      (0.78     0.00  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total distributions

     (3.92     (5.06      (3.35      (1.20     0.00  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 31.41     $ 33.70      $ 37.28      $ 36.90     $ 28.92  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total Return (%) (d)

     5.40       2.88        11.14        32.77       10.97  

Ratios/Supplemental Data

            

Gross ratio of expenses to average net assets (%)

     0.75       0.74        0.76        0.75       0.78  

Net ratio of expenses to average net assets (%) (e)

     0.73       0.73        0.75        0.74       0.78  

Ratio of net investment income (loss) to average net assets (%)

     (0.00 )(b)(f)      (0.09      (0.13      (0.01     1.21  

Portfolio turnover rate (%)

     40       60        48        120       78  

Net assets, end of period (in millions)

   $ 863.5     $ 878.5      $ 831.2      $ 982.6     $ 571.6  
     Class B  
     Year Ended December 31,  
     2016     2015      2014      2013     2012  

Net Asset Value, Beginning of Period

   $ 31.11     $ 34.85      $ 34.79      $ 27.33     $ 24.69  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Income (Loss) from Investment Operations

 

Net investment income (loss) (a)

     (0.07 )(b)      (0.12      (0.13      (0.08     0.26  

Net realized and unrealized gain on investments

     1.49       1.44        3.54        8.66       2.38  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total from investment operations

     1.42       1.32        3.41        8.58       2.64  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Less Distributions

 

Distributions from net investment income

     0.00       0.00        0.00        (0.34     0.00  

Distributions from net realized capital gains

     (3.92     (5.06      (3.35      (0.78     0.00  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total distributions

     (3.92     (5.06      (3.35      (1.12     0.00  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 28.61     $ 31.11      $ 34.85      $ 34.79     $ 27.33  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total Return (%) (d)

     5.16       2.60        10.88        32.43       10.69  

Ratios/Supplemental Data

            

Gross ratio of expenses to average net assets (%)

     1.00       0.99        1.01        1.00       1.03  

Net ratio of expenses to average net assets (%) (e)

     0.98       0.98        1.00        0.99       1.03  

Ratio of net investment income (loss) to average net assets (%)

     (0.25 )(b)      (0.35      (0.37      (0.25     0.98  

Portfolio turnover rate (%)

     40       60        48        120       78  

Net assets, end of period (in millions)

   $ 167.7     $ 181.7      $ 198.6      $ 201.9     $ 84.1  

Please see following page for Financial Highlights footnote legend.

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Financial Highlights

 

 

Selected per share data                                  
     Class D  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 33.20     $ 36.83      $ 36.52      $ 28.63      $ 25.82  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

 

Net investment income (loss) (a)

     (0.03 )(b)      (0.07      (0.08      (0.04      0.30  

Net realized and unrealized gain on investments

     1.60       1.50        3.74        9.09        2.51  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     1.57       1.43        3.66        9.05        2.81  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

 

Distributions from net investment income

     0.00       0.00        0.00        (0.38      0.00  

Distributions from net realized capital gains

     (3.92     (5.06      (3.35      (0.78      0.00  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (3.92     (5.06      (3.35      (1.16      0.00  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 30.85     $ 33.20      $ 36.83      $ 36.52      $ 28.63  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (d)

     5.29       2.78        11.06        32.63        10.88  

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     0.85       0.84        0.86        0.85        0.88  

Net ratio of expenses to average net assets (%) (e)

     0.83       0.83        0.85        0.84        0.88  

Ratio of net investment income (loss) to average net assets (%)

     (0.10 )(b)      (0.20      (0.22      (0.13      1.06  

Portfolio turnover rate (%)

     40       60        48        120        78  

Net assets, end of period (in millions)

   $ 82.3     $ 89.8      $ 101.3      $ 107.1      $ 99.9  
     Class E  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 33.08     $ 36.73      $ 36.46      $ 28.58      $ 25.79  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

 

Net investment income (loss) (a)

     (0.05 )(b)      (0.09      (0.10      (0.06      0.29  

Net realized and unrealized gain on investments

     1.60       1.50        3.72        9.09        2.50  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     1.55       1.41        3.62        9.03        2.79  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

 

Distributions from net investment income

     0.00       0.00        0.00        (0.37      0.00  

Distributions from net realized capital gains

     (3.92     (5.06      (3.35      (0.78      0.00  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (3.92     (5.06      (3.35      (1.15      0.00  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 30.71     $ 33.08      $ 36.73      $ 36.46      $ 28.58  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (d)

     5.25       2.72        10.96        32.59        10.82  

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     0.90       0.89        0.91        0.90        0.93  

Net ratio of expenses to average net assets (%) (e)

     0.88       0.88        0.90        0.89        0.93  

Ratio of net investment income (loss) to average net assets (%)

     (0.15 )(b)      (0.25      (0.28      (0.17      1.04  

Portfolio turnover rate (%)

     40       60        48        120        78  

Net assets, end of period (in millions)

   $ 9.4     $ 10.3      $ 11.2      $ 11.7      $ 10.3  

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Net investment income per share and the ratio of net investment income to average net assets include a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which amounted to less than $0.01 per share and 0.01% of average net assets, respectively.
(c) Net investment loss was less than $0.01.
(d) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(e) Includes the effects of management fee waivers (see Note 5 of the Notes to Financial Statements).
(f) Ratio of net investment loss to average net assets was less than 0.01%.

 

See accompanying notes to financial statements.

 

MSF-13


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is Frontier Mid Cap Growth Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers four classes of shares: Class A, B, D and E shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946- Financial Services- Investment Companies and Topic 820- Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to

 

MSF-14


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over

 

MSF-15


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to broker commission recapture, adjustments to prior period accumulated balances and net operating losses. These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Directed Brokerage Agreement - The Trust has entered into a directed brokerage arrangement with State Street Global Markets (“SSGM”). Under this arrangement, the Portfolio directs certain trades to SSGM in return for a recapture credit. SSGM issues a cash rebate to the Portfolio. Amounts paid to the Portfolio are shown separately as broker commission recapture on the Statement of Operations of the Portfolio. Additionally, these amounts have been excluded from the calculation of the net ratio of expenses to average net assets presented in the Financial Highlights for each share class.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio had direct investments in repurchase agreements with a gross value of $9,660,515. Additionally, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $57,037,820. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

 

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

 

MSF-16


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

All securities on loan are classified as Common Stocks in the Portfolio’s Schedule of Investments as of December 31, 2016, with a contractual maturity of overnight and continuous.

3. Certain Risks

 

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

4. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 441,318,948      $ 0      $ 530,362,925  

5. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$8,029,498      0.750   Of the first $500 million
     0.700   Of the next $500 million
     0.650   On amounts in excess of $1 billion

 

MSF-17


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. Frontier Capital Management Company, LLC is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Management Fee Waiver - Pursuant to a management fee waiver agreement, the Adviser has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum reduction

   Average Daily Net Assets
0.050%    On the first $500 million
0.025%    Over $850 million and less than $1 billion
(0.025)%    On the next $250 million

An identical agreement was in place for the period January 1, 2016 to April 30, 2016. Amounts waived for the year ended December 31, 2016 are shown as a management fee waiver in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

 

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B, D, and E Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B, D, and E Shares. Under the Distribution and Service Plan, the Class B, D, and E Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B, D, and E Shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares, 0.10% per year for Class D Shares, and 0.15% per year for Class E Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

6. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

7. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$—    $ 25,138,144       $ 132,110,262       $ 136,736,489       $ 132,110,262       $ 161,874,633   

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
     Total  
$—    $ 28,382,089       $ 162,253,825       $       $ 190,635,914   

 

MSF-18


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

8. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-19


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Frontier Mid Cap Growth Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Frontier Mid Cap Growth Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Frontier Mid Cap Growth Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-20


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-21


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and MSF)
to present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-22


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST)
to present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF)
to present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF)
to present
   Vice President, MetLife, Inc. (2013-present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST)
to present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-23


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-24


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee

 

MSF-25


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

*  *  *

Frontier Mid Cap Growth Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and Frontier Capital Management Company, LLC regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe and Lipper Index for the three-year period ended June 30, 2016, and underperformed the median of its Performance Universe and Lipper Index for the one- and five-year periods ended June 30, 2016. The Board further considered that the Portfolio outperformed its benchmark, the Russell Midcap Growth Index, for the three-year period ended October 31, 2016, and underperformed its benchmark for the one- and five-year periods ended October 31, 2016. In addition, the Board noted that the Sub-Adviser did not manage the Portfolio for all of the periods referenced.

The Board also considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b-1 fees) were below the Expense Group median, the Expense Universe median, and the Sub-advised Expense Universe median. The Board noted that the Portfolio’s contractual management fees were below the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also noted that the Portfolio’s contractual sub-advisory fees were below the average of the Sub-advised Expense Universe and above the average of the Sub-advised Expense Group at the Portfolio’s current size.

 

MSF-26


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

 

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-27


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-28


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-29


Metropolitan Series Fund

Frontier Mid Cap Growth Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-30


Metropolitan Series Fund

Jennison Growth Portfolio

Managed by Jennison Associates LLC

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, and E shares of the Jennison Growth Portfolio returned 0.17%, -0.13%, and -0.01%, respectively. The Portfolio’s benchmark, the Russell 1000 Growth Index1, returned 7.08%.

MARKET ENVIRONMENT / CONDITIONS

2016 was a year of volatility and surprises. Decelerating economic growth in China; concerns that emerging economies might face balance sheet risks; the negative effect of lower energy prices on industrial sectors; fears of slowing economic growth in the U.S.; uncertainty about the course of future Federal Reserve monetary tightening; Brexit, the United Kingdom’s vote to leave the European Union; and the highly unconventional U.S. presidential election all contributed to volatility. Risk aversion in this global market environment affected how investors valued different securities. Low-volatility/high-dividend-paying stocks were significant drivers of market returns with dividend-paying and other “safety” stocks outperforming, and stocks of higher-growth companies generally underperforming. In the wake of the November U.S. election, speculation about potential policy initiatives of the new administration favored companies—many of them exhibiting little secular growth—expected to benefit from a less onerous regulatory environment, lower corporate tax rates, and infrastructure and defense spending.

PORTFOLIO REVIEW / PERIOD END POSITIONING

Investor risk aversion hurt higher-growth, and therefore higher-valuation, stocks. Health care companies faced the additional headwind of growing concerns about drug pricing. Companies that sell innovative, high-priced drugs sold off, among them Portfolio holdings Alexion Pharmaceuticals (blood and metabolic disorders), Regeneron Pharmaceuticals (eye diseases, high cholesterol), and Vertex Pharmaceuticals (cystic fibrosis). Health care companies where acquired growth plays a greater role, such as Allergan, declined as regulatory changes threatened to remove many of the tax benefits of mergers between U.S. and offshore companies.

Information Technology positions advanced but lagged the benchmark sector, with declines in Portfolio holdings LinkedIn and Salesforce.com having the effect of tempering strong gains in Nvidia and Tencent Holdings. LinkedIn’s decline reflected signs of significant deceleration in recent high growth rates. Salesforce.com faced concerns that its growth rate, too, might slow. Nvidia’s revenue, gross margin, and earnings exceeded forecasts. The company has transformed itself from a personal-computer-centric graphics provider to a company focused on key high-growth markets where we believe it can leverage its graphics expertise to offer high-value-added solutions. Tencent, China’s largest and most visited Internet service portal, continued to perform well fundamentally, driven by its dominant position in China’s online gaming and instant messaging markets and its growing advertising and payment service efforts.

In the Consumer Discretionary sector, NIKE’s decline partially offset solid advances in Amazon, Marriott, and Time Warner. NIKE declined on inventory overhang, declining average selling prices, and increased competition. Amazon benefited from continued strong execution, margin expansion, and development of a meaningfully important business opportunity in cloud infrastructure. The company continues to invest to drive unit growth in its core retail business and through the proliferation of digital commerce via the mobile market. Marriott, which acquired Starwood Hotels, benefitted from increased demand and limited supply growth in the U.S., which led to accelerating revenue and operating income growth. Time Warner rose on news that AT&T was acquiring it at a significant premium to the stock’s closing price on the day before the announcement.

The Financials sector, including Portfolio positions Goldman Sachs and Morgan Stanley, benefited as the market reacted favorably to the new U.S. administration, which is widely thought to favor a less onerous regulatory environment. We believe Goldman Sachs’ strong capital base and leading global positions in investment banking, capital markets, trading, and asset management provide attractive exposure to long-term global economic expansion. Morgan Stanley has what we consider a balanced and diversified business model, and the firm is a formidable competitor in the major businesses in which it competes.

Concho Resources was a strong performer in the Energy sector. It announced a series of deals that consolidate its core acreage and shed non-core positions, improving its balance sheet and efficiency.

 

MSF-1


Metropolitan Series Fund

Jennison Growth Portfolio

Managed by Jennison Associates LLC

Portfolio Manager Commentary*—(Continued)

 

The Portfolio is built from the bottom up, with stocks selected one at a time, based on the fundamentals of individual companies. Sector weights were largely stable over the past year; exposure to Information Technology and Financials increased modestly, while exposure to Health Care decreased. As of December 31, 2016, and relative to the Russell 1000 Growth Index, the Portfolio was overweight Information Technology and Consumer Discretionary, and underweight Industrials, Consumer Staples, and Health Care.

Kathleen A. McCarragher

Spiros “Sig” Segalas

Michael A. Del Balso

Portfolio Managers

Jennison Associates LLC

 

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-2


Metropolitan Series Fund

Jennison Growth Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE RUSSELL 1000 GROWTH INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
Jennison Growth Portfolio                 

Class A

       0.17           13.93           7.91   

Class B

       -0.13           13.66           7.64   

Class E

       -0.01           13.77           7.74   
Russell 1000 Growth Index        7.08           14.50           8.33   

1 The Russell 1000 Growth Index is an unmanaged measure of performance of the largest capitalized U.S. companies, within the Russell 1000 companies, that have higher price-to-book ratios and forecasted growth values.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 
Amazon.com, Inc.      5.5   
Apple, Inc.      5.4   
Facebook, Inc. - Class A      3.7   
Microsoft Corp.      3.5   
Visa, Inc. - Class A      3.3   
MasterCard, Inc. - Class A      3.0   
Alibaba Group Holding, Ltd. (ADR)      3.0   
Alphabet, Inc. - Class A      3.0   
Alphabet, Inc. - Class C      3.0   
Tencent Holdings, Ltd.      2.8   

Top Sectors

 

     % of
Net Assets
 
Information Technology      45.3   
Consumer Discretionary      28.4   
Health Care      11.2   
Financials      5.1   
Consumer Staples      3.1   
Industrials      3.1   
Energy      2.8   
Materials      0.7   

 

MSF-3


Metropolitan Series Fund

Jennison Growth Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

Jennison Growth Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.55    $ 1,000.00         $ 1,073.70         $ 2.87   
   Hypothetical*      0.55    $ 1,000.00         $ 1,022.37         $ 2.80   

Class B(a)

   Actual      0.80    $ 1,000.00         $ 1,072.20         $ 4.17   
   Hypothetical*      0.80    $ 1,000.00         $ 1,021.12         $ 4.06   

Class E(a)

   Actual      0.70    $ 1,000.00         $ 1,072.50         $ 3.65   
   Hypothetical*      0.70    $ 1,000.00         $ 1,021.62         $ 3.56   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 5 of the Notes to Financial Statements.

 

MSF-4


Metropolitan Series Fund

Jennison Growth Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—99.7% of Net Assets

 

Security Description   Shares     Value  
Aerospace & Defense—2.1%  

Boeing Co. (The)

    343,742      $ 53,513,755   
   

 

 

 
Automobiles—1.0%  

Tesla Motors, Inc. (a) (b)

    121,050        25,867,175   
   

 

 

 
Banks—1.2%  

JPMorgan Chase & Co.

    363,570        31,372,455   
   

 

 

 
Beverages—1.5%  

Constellation Brands, Inc. - Class A

    95,227        14,599,251   

Monster Beverage Corp. (a)

    554,637        24,592,605   
   

 

 

 
      39,191,856   
   

 

 

 
Biotechnology—7.6%  

Alexion Pharmaceuticals, Inc. (a)

    272,709        33,365,946   

BioMarin Pharmaceutical, Inc. (a)

    194,693        16,128,368   

Celgene Corp. (a)

    561,928        65,043,166   

Regeneron Pharmaceuticals, Inc. (a)

    71,591        26,280,340   

Shire plc (ADR) (b)

    266,355        45,381,565   

Vertex Pharmaceuticals, Inc. (a)

    127,233        9,373,255   
   

 

 

 
      195,572,640   
   

 

 

 
Capital Markets—3.9%  

Goldman Sachs Group, Inc. (The)

    223,014        53,400,702   

Morgan Stanley

    504,398        21,310,816   

S&P Global, Inc.

    242,412        26,068,986   
   

 

 

 
      100,780,504   
   

 

 

 
Chemicals—0.7%  

Albemarle Corp.

    199,636        17,184,667   
   

 

 

 
Communications Equipment—0.8%  

Palo Alto Networks, Inc. (a) (b)

    169,299        21,170,840   
   

 

 

 
Energy Equipment & Services—1.1%  

Halliburton Co.

    240,510        13,009,186   

Schlumberger, Ltd.

    162,424        13,635,495   
   

 

 

 
      26,644,681   
   

 

 

 
Food & Staples Retailing—1.6%  

Costco Wholesale Corp.

    262,264        41,991,089   
   

 

 

 
Hotels, Restaurants & Leisure—3.9%  

Marriott International, Inc. - Class A

    620,902        51,336,177   

Starbucks Corp.

    887,673        49,283,605   
   

 

 

 
      100,619,782   
   

 

 

 
Internet & Direct Marketing Retail—10.0%  

Amazon.com, Inc. (a)

    189,277        141,933,144   

Expedia, Inc.

    111,692        12,652,470   

Netflix, Inc. (a)

    441,418        54,647,548   

Priceline Group, Inc. (The) (a)

    32,718        47,966,551   
   

 

 

 
      257,199,713   
   

 

 

 
Internet Software & Services—15.4%  

Alibaba Group Holding, Ltd. (ADR) (a) (b)

    871,361      76,514,210   

Alphabet, Inc. - Class A (a)

    96,316        76,325,614   

Alphabet, Inc. - Class C (a)

    98,662        76,149,305   

Facebook, Inc. - Class A (a)

    830,464        95,544,883   

Tencent Holdings, Ltd.

    2,974,550        72,192,851   
   

 

 

 
      396,726,863   
   

 

 

 
IT Services—6.3%  

MasterCard, Inc. - Class A

    752,476        77,693,147   

Visa, Inc. - Class A (b)

    1,077,061        84,032,299   
   

 

 

 
      161,725,446   
   

 

 

 
Life Sciences Tools & Services—0.7%  

Illumina, Inc. (a)

    146,277        18,729,307   
   

 

 

 
Machinery—1.0%  

Parker-Hannifin Corp.

    181,607        25,424,980   
   

 

 

 
Media—3.1%  

Charter Communications, Inc. - Class A (a)

    106,526        30,670,966   

Time Warner, Inc.

    375,529        36,249,815   

Walt Disney Co. (The)

    131,115        13,664,805   
   

 

 

 
      80,585,586   
   

 

 

 
Oil, Gas & Consumable Fuels—1.8%  

Concho Resources, Inc. (a)

    154,474        20,483,252   

EOG Resources, Inc.

    243,064        24,573,771   
   

 

 

 
      45,057,023   
   

 

 

 
Pharmaceuticals—2.9%  

Allergan plc (a)

    136,804        28,730,208   

Bristol-Myers Squibb Co.

    771,955        45,113,050   
   

 

 

 
      73,843,258   
   

 

 

 
Semiconductors & Semiconductor Equipment—6.1%  

NVIDIA Corp.

    656,296        70,053,035   

NXP Semiconductors NV (a)

    369,275        36,192,643   

QUALCOMM, Inc.

    780,105        50,862,846   
   

 

 

 
      157,108,524   
   

 

 

 
Software—11.3%  

Adobe Systems, Inc. (a)

    567,520        58,426,184   

Microsoft Corp.

    1,451,754        90,211,994   

Mobileye NV (a) (b)

    281,116        10,716,142   

Red Hat, Inc. (a)

    519,889        36,236,263   

Salesforce.com, Inc. (a)

    679,892        46,545,406   

Splunk, Inc. (a) (b)

    458,437        23,449,053   

Workday, Inc. - Class A (a) (b)

    356,281        23,546,611   
   

 

 

 
      289,131,653   
   

 

 

 
Specialty Retail—7.4%  

Home Depot, Inc. (The)

    300,091        40,236,201   

Industria de Diseno Textil S.A.

    1,753,965        59,854,940   

O’Reilly Automotive, Inc. (a) (b)

    174,192        48,496,795   

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

Jennison Growth Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares/
Principal
Amount*
    Value  
Specialty Retail—(Continued)  

TJX Cos., Inc. (The)

    418,204      $ 31,419,666   

Ulta Salon Cosmetics & Fragrance, Inc. (a)

    43,438        11,074,084   
   

 

 

 
      191,081,686   
   

 

 

 
Technology Hardware, Storage & Peripherals—5.4%  

Apple, Inc. (b)

    1,205,385        139,607,691   
   

 

 

 
Textiles, Apparel & Luxury Goods—2.9%  

adidas AG

    276,139        43,641,218   

NIKE, Inc. - Class B (b)

    616,995        31,361,856   
   

 

 

 
      75,003,074   
   

 

 

 

Total Common Stocks
(Cost $1,898,257,028)

      2,565,134,248   
   

 

 

 
Short-Term Investment—0.5%   
Repurchase Agreement—0.5%  

Fixed Income Clearing Corp.
Repurchase Agreement dated 12/30/16 at 0.030% to be repurchased at $13,251,906 on 01/03/17, collateralized by $12,980,000 U.S. Treasury Inflation Indexed Note at 0.125% due 04/15/20 with a value of $13,521,032.

    13,251,861        13,251,861   
   

 

 

 

Total Short-Term Investments
(Cost $13,251,861)

      13,251,861   
   

 

 

 
Securities Lending Reinvestments (c)—11.9%   
Certificates of Deposit—6.4%  

Bank of Montreal London
Zero Coupon, 01/12/17

    4,996,816        4,999,086   

Bank of Nova Scotia Houston
1.201%, 11/03/17 (d)

    5,000,000        5,004,232   

Bank of Tokyo UFJ, Ltd., New York
1.121%, 02/28/17 (d)

    7,300,000        7,300,146   

Barclays New York
0.894%, 02/10/17 (d)

    6,000,000        6,001,941   

BNP Paribas New York
1.226%, 08/04/17 (d)

    2,500,000        2,501,110   

Chiba Bank, Ltd., New York
0.950%, 02/02/17

    2,000,000        2,000,276   

Credit Suisse AG New York
1.364%, 05/12/17 (d)

    2,000,000        2,000,208   

1.444%, 04/24/17 (d)

    8,500,000        8,501,997   

DNB NOR Bank ASA
1.130%, 07/28/17 (d)

    2,900,000        2,899,492   

DZ Bank AG New York
1.010%, 02/27/17

    9,300,000        9,302,688   

KBC Brussells
1.050%, 01/27/17

    7,300,000        7,301,387   
Certificates of Deposit—(Continued)  

Landesbank Baden-Wuerttemberg
Zero Coupon, 01/09/17

    9,991,918      9,998,800   

Landesbank Hessen-Thüringen London
Zero Coupon, 01/24/17

    8,480,495        8,496,345   

Mizuho Bank, Ltd., New York
1.336%, 05/17/17

    5,000,000        4,999,520   

1.361%, 04/26/17 (d)

    5,000,000        4,999,745   

National Australia Bank London
1.034%, 05/02/17 (d)

    6,500,000        6,506,136   

National Bank of Canada
0.650%, 01/06/17

    10,000,000        10,000,400   

Natixis New York
0.900%, 02/17/17

    5,000,000        5,000,640   

Shizuoka Bank New York
0.840%, 01/03/17

    6,500,000        6,500,026   

Standard Chartered Bank New York
1.150%, 03/21/17

    10,000,000        10,001,690   

Sumitomo Bank New York
1.212%, 06/05/17 (d)

    3,000,000        2,999,940   

1.215%, 05/05/17 (d)

    1,000,000        1,001,666   

1.336%, 06/19/17 (d)

    2,500,000        2,499,810   

Sumitomo Mitsui Banking Corp.
0.900%, 01/12/17

    6,850,000        6,850,260   

Sumitomo Mitsui Trust Bank, Ltd., New York
1.194%, 06/02/17 (d)

    2,000,000        1,999,710   

1.351%, 04/26/17 (d)

    10,000,000        10,001,180   

Svenska Handelsbanken New York
1.266%, 05/18/17 (d)

    6,000,000        6,001,044   

UBS, Stamford
1.084%, 05/12/17 (d)

    2,900,000        2,899,780   

Wells Fargo Bank San Francisco N.A.
1.231%, 04/26/17 (d)

    2,900,000        2,900,812   

1.264%, 10/26/17 (d)

    3,500,000        3,502,390   
   

 

 

 
      164,972,457   
   

 

 

 
Commercial Paper—2.7%  

Atlantic Asset Securitization LLC
1.040%, 02/03/17

    3,788,473        3,796,683   

Den Norske ASA
1.206%, 04/27/17 (d)

    2,900,000        2,900,154   

HSBC plc
1.216%, 04/25/17 (d)

    9,000,000        8,999,613   

Kells Funding LLC
1.040%, 01/19/17

    1,395,066        1,399,450   

LMA S.A. & LMA Americas
1.000%, 01/13/17

    5,985,500        5,997,906   

Macquarie Bank, Ltd.
0.930%, 01/19/17

    7,282,650        7,295,496   

1.160%, 03/20/17

    5,982,407        5,985,028   

National Australia Bank, Ltd.
1.288%, 12/06/17 (d)

    2,000,000        2,000,004   

Old Line Funding LLC
0.840%, 01/03/17

    5,739,669        5,749,546   

1.030%, 03/13/17 (d)

    1,500,000        1,501,171   

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

Jennison Growth Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (c)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Commercial Paper—(Continued)  

Oversea-Chinese Banking Corp., Ltd.
0.890%, 02/21/17

    1,995,451      $ 1,997,344   

Toronto Dominion Holding Corp.
0.600%, 01/05/17

    9,989,667        9,998,880   

Versailles Commercial Paper LLC
1.000%, 01/31/17

    6,981,333        6,994,736   

Westpac Banking Corp.
1.232%, 10/20/17 (d)

    5,300,000        5,309,254   
   

 

 

 
      69,925,265   
   

 

 

 
Repurchase Agreements—2.3%  

Citigroup Global Markets, Ltd.
Repurchase Agreement dated 12/29/16 at 0.710% to be repurchased at $1,000,099 on 01/03/17, collateralized by $1,008,737 U.S. Treasury and Foreign Obligations with rates ranging from 1.750% - 2.750%, maturity dates ranging from 10/15/19 - 11/15/23, with a value of $1,020,000.

    1,000,000        1,000,000   

Deutsche Bank AG, London

   

Repurchase Agreement dated 12/30/16 at 0.950% to be repurchased at $1,100,116 on 01/03/17, collateralized by $1,122,990 Foreign Obligations with rates ranging from 1.750% - 2.500%, maturity dates ranging from 09/05/19 - 11/20/24, with a value of $1,122,006.

    1,100,000        1,100,000   

Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $20,808,464 on 01/03/17, collateralized by various Common Stock with a value of $23,120,344.

    20,800,000        20,800,000   

Deutsche Bank Securities, Inc.
Repurchase Agreement dated 10/18/16 at 1.110% to be repurchased at $4,016,773 on 03/03/17, collateralized by various Common Stock with a value of $4,400,000.

    4,000,000        4,000,000   

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $3,125,243 on 01/03/17, collateralized by $16,082,290 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $3,187,585.

    3,125,083        3,125,083   

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/15/16 at 0.600% to be repurchased at $10,003,667 on 01/06/17, collateralized by $9,893,551 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $10,205,168.

    10,000,000        10,000,000   
Repurchase Agreements—(Continued)  

Merrill Lynch, Pierce, Fenner & Smith, Inc.
Repurchase Agreement dated 10/26/16 at 1.160% to be repurchased at $4,523,055 on 04/03/17, collateralized by various Common Stock with a value of $4,950,000.

    4,500,000      4,500,000   

Natixis
Repurchase Agreement dated 12/27/16 at 0.850% to be repurchased at $10,001,653 on 01/03/17, collateralized by $16,050,693 U.S. Government Agency and Treasury Obligations with rates ranging from 0.000% - 4.672%, maturity dates ranging from 01/31/17 - 09/16/58, with a value of $10,201,254.

    10,000,000        10,000,000   

Pershing LLC
Repurchase Agreement dated 12/30/16 at 0.680% to be repurchased at $3,000,227 on 01/03/17, collateralized by $4,402,093 U.S. Government Agency Obligations with rates ranging from 0.625% - 11.018%, maturity dates ranging from 01/17/17 - 08/20/66, with a value of $3,060,000.

    3,000,000        3,000,000   
   

 

 

 
      57,525,083   
   

 

 

 
Time Deposits—0.5%  

OP Corporate Bank plc
1.010%, 01/04/17

    3,400,000        3,400,000   

1.200%, 01/23/17

    4,800,000        4,800,000   

Shinkin Central Bank
1.200%, 01/27/17

    900,000        900,000   

1.220%, 01/26/17

    4,400,000        4,400,000   
   

 

 

 
      13,500,000   
   

 

 

 

Total Securities Lending Reinvestments
(Cost $305,886,565)

      305,922,805   
   

 

 

 

Total Investments—112.1%
(Cost $2,217,395,454) (e)

      2,884,308,914   

Other assets and liabilities (net)—(12.1)%

      (310,897,167
   

 

 

 
Net Assets—100.0%     $ 2,573,411,747   
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) Non-income producing security.
(b) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $298,282,277 and the collateral received consisted of cash in the amount of $305,784,528. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(c) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(d) Variable or floating rate security. The stated rate represents the rate at December 31, 2016.

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

Jennison Growth Portfolio

Schedule of Investments as of December 31, 2016

 

(e) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $2,217,881,852. The aggregate unrealized appreciation and depreciation of investments were $721,481,322 and $(55,054,260), respectively, resulting in net unrealized appreciation of $666,427,062 for federal income tax purposes.
(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2      Level 3      Total  
Common Stocks   

Aerospace & Defense

   $ 53,513,755       $ —         $ —         $ 53,513,755   

Automobiles

     25,867,175         —           —           25,867,175   

Banks

     31,372,455         —           —           31,372,455   

Beverages

     39,191,856         —           —           39,191,856   

Biotechnology

     195,572,640         —           —           195,572,640   

Capital Markets

     100,780,504         —           —           100,780,504   

Chemicals

     17,184,667         —           —           17,184,667   

Communications Equipment

     21,170,840         —           —           21,170,840   

Energy Equipment & Services

     26,644,681         —           —           26,644,681   

Food & Staples Retailing

     41,991,089         —           —           41,991,089   

Hotels, Restaurants & Leisure

     100,619,782         —           —           100,619,782   

Internet & Direct Marketing Retail

     257,199,713         —           —           257,199,713   

Internet Software & Services

     324,534,012         72,192,851         —           396,726,863   

IT Services

     161,725,446         —           —           161,725,446   

Life Sciences Tools & Services

     18,729,307         —           —           18,729,307   

Machinery

     25,424,980         —           —           25,424,980   

Media

     80,585,586         —           —           80,585,586   

Oil, Gas & Consumable Fuels

     45,057,023         —           —           45,057,023   

Pharmaceuticals

     73,843,258         —           —           73,843,258   

Semiconductors & Semiconductor Equipment

     157,108,524         —           —           157,108,524   

Software

     289,131,653         —           —           289,131,653   

Specialty Retail

     131,226,746         59,854,940         —           191,081,686   

Technology Hardware, Storage & Peripherals

     139,607,691         —           —           139,607,691   

Textiles, Apparel & Luxury Goods

     31,361,856         43,641,218         —           75,003,074   

Total Common Stocks

     2,389,445,239         175,689,009         —           2,565,134,248   

Total Short-Term Investment*

     —           13,251,861         —           13,251,861   

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

Jennison Growth Portfolio

Schedule of Investments as of December 31, 2016

Fair Value Hierarchy—(Continued)

 

Description    Level 1      Level 2     Level 3      Total  

Total Securities Lending Reinvestments*

   $ —        $ 305,922,805     $ —        $ 305,922,805  

Total Investments

   $ 2,389,445,239      $ 494,863,675     $ —        $ 2,884,308,914  
                                    

Collateral for Securities Loaned (Liability)

   $ —        $ (305,784,528   $ —        $ (305,784,528

 

* See Schedule of Investments for additional detailed categorizations.

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

Jennison Growth Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

  

Investments at value (a) (b)

   $ 2,884,308,914   

Receivable for:

  

Fund shares sold

     225,449   

Dividends and interest

     397,945   

Prepaid expenses

     7,476   
  

 

 

 

Total Assets

     2,884,939,784   

Liabilities

  

Collateral for securities loaned

     305,784,528   

Payables for:

  

Investments purchased

     3,433,544   

Fund shares redeemed

     611,073   

Accrued Expenses:

  

Management fees

     1,159,521   

Distribution and service fees

     167,571   

Deferred trustees’ fees

     148,121   

Other expenses

     223,679   
  

 

 

 

Total Liabilities

     311,528,037   
  

 

 

 

Net Assets

   $ 2,573,411,747   
  

 

 

 

Net Assets Consist of:

  

Paid in surplus

   $ 1,703,118,330   

Undistributed net investment income

     6,328,310   

Accumulated net realized gain

     197,062,189   

Unrealized appreciation on investments and foreign currency transactions

     666,902,918   
  

 

 

 

Net Assets

   $ 2,573,411,747   
  

 

 

 

Net Assets

  

Class A

   $ 1,786,230,255   

Class B

     776,334,252   

Class E

     10,847,240   

Capital Shares Outstanding*

  

Class A

     134,816,696   

Class B

     59,431,756   

Class E

     823,498   

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 13.25   

Class B

     13.06   

Class E

     13.17   

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $2,217,395,454.
(b) Includes securities loaned at value of $298,282,277.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

  

Dividends (a)

   $ 21,162,692   

Interest

     4,232   

Securities lending income

     1,885,174   

Other income (b)

     123,362   
  

 

 

 

Total investment income

     23,175,460   

Expenses

  

Management fees

     15,628,691   

Administration fees

     88,113   

Custodian and accounting fees

     151,402   

Distribution and service fees—Class B

     1,994,863   

Distribution and service fees—Class E

     16,818   

Audit and tax services

     42,040   

Legal

     33,061   

Trustees’ fees and expenses

     45,241   

Shareholder reporting

     140,290   

Insurance

     18,470   

Miscellaneous

     52,926   
  

 

 

 

Total expenses

     18,211,915   

Less management fee waiver

     (1,926,900

Less broker commission recapture

     (107,864
  

 

 

 

Net expenses

     16,177,151   
  

 

 

 

Net Investment Income

     6,998,309   
  

 

 

 

Net Realized and Unrealized Gain (Loss)

  

Net realized gain on:   

Investments

     197,805,792   

Foreign currency transactions

     13,263   
  

 

 

 

Net realized gain

     197,819,055   
  

 

 

 
Net change in unrealized depreciation on:   

Investments

     (203,963,197

Foreign currency transactions

     (1,231
  

 

 

 

Net change in unrealized depreciation

     (203,964,428
  

 

 

 

Net realized and unrealized loss

     (6,145,373
  

 

 

 

Net Increase in Net Assets From Operations

   $ 852,936   
  

 

 

 

 

(a) Net of foreign withholding taxes of $295,907.
(b) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

Jennison Growth Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

  

From Operations

  

Net investment income

   $ 6,998,309      $ 5,701,355   

Net realized gain

     197,819,055        342,440,611   

Net change in unrealized depreciation

     (203,964,428     (42,791,930
  

 

 

   

 

 

 

Increase in net assets from operations

     852,936        305,350,036   
  

 

 

   

 

 

 

From Distributions to Shareholders

  

Net investment income

  

Class A

     (5,320,506     (5,448,743

Class B

     (166,514     (104,756

Class E

     (14,444     (14,860

Net realized capital gains

  

Class A

     (235,463,323     (300,608,310

Class B

     (105,625,369     (135,816,086

Class E

     (1,446,696     (1,834,915
  

 

 

   

 

 

 

Total distributions

     (348,036,852     (443,827,670
  

 

 

   

 

 

 

Increase (decrease) in net assets from capital share transactions

     143,300,114        (50,769,618
  

 

 

   

 

 

 

Total decrease in net assets

     (203,883,802     (189,247,252

Net Assets

  

Beginning of period

     2,777,295,549        2,966,542,801   
  

 

 

   

 

 

 

End of period

   $ 2,573,411,747      $ 2,777,295,549   
  

 

 

   

 

 

 

Undistributed net investment income

  

End of period

   $ 6,328,310      $ 5,257,581   
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

  

Sales

     3,073,897      $ 42,526,889        2,496,304      $ 39,015,071   

Reinvestments

     19,386,782        240,783,829        20,309,028        306,057,053   

Redemptions

     (11,647,772     (156,455,180     (24,963,162     (402,493,935
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     10,812,907      $ 126,855,538        (2,157,830   $ (57,421,811
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

  

Sales

     3,234,110      $ 43,395,835        3,851,187      $ 59,630,822   

Reinvestments

     8,629,030        105,791,883        9,122,204        135,920,842   

Redemptions

     (9,868,582     (132,583,024     (12,052,008     (190,034,059
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     1,994,558      $ 16,604,694        921,383      $ 5,517,605   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

  

Sales

     110,299      $ 1,490,776        190,203      $ 2,929,755   

Reinvestments

     118,216        1,461,140        123,318        1,849,775   

Redemptions

     (229,835     (3,112,034     (230,752     (3,644,942
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (1,320   $ (160,118     82,769      $ 1,134,588   
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase (decrease) derived from capital shares transactions

     $ 143,300,114        $ (50,769,618
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

Jennison Growth Portfolio

Financial Highlights

 

Selected per share data                                 
     Class A  
     Year Ended December 31,  
     2016     2015     2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 15.30      $ 16.23      $ 15.82       $ 11.73       $ 12.14   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.05        0.04        0.04         0.04         0.07   

Net realized and unrealized gain (loss) on investments

     (0.16     1.67        1.26         4.25         1.88   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total from investment operations

     (0.11     1.71        1.30         4.29         1.95   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.04     (0.05     (0.04      (0.06      (0.03

Distributions from net realized capital gains

     (1.90     (2.59     (0.85      (0.14      (2.33
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total distributions

     (1.94     (2.64     (0.89      (0.20      (2.36
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 13.25      $ 15.30      $ 16.23       $ 15.82       $ 11.73   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     0.17        10.78        9.06         37.00         15.78   

Ratios/Supplemental Data

            

Gross ratio of expenses to average net assets (%)

     0.62        0.62        0.62         0.62         0.64   

Net ratio of expenses to average net assets (%) (c)

     0.55        0.54        0.54         0.55         0.57   

Ratio of net investment income to average net assets (%)

     0.35        0.27        0.26         0.31         0.58   

Portfolio turnover rate (%)

     25        28        25         36         41   

Net assets, end of period (in millions)

   $ 1,786.2      $ 1,897.1      $ 2,047.5       $ 2,332.0       $ 1,744.7   
     Class B  
     Year Ended December 31,  
     2016     2015     2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 15.11      $ 16.05      $ 15.66       $ 11.61       $ 12.03   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.01        0.00 (d)      0.00 (d)       0.01         0.03   

Net realized and unrealized gain (loss) on investments

     (0.16     1.65        1.25         4.21         1.88   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total from investment operations

     (0.15     1.65        1.25         4.22         1.91   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.00 ) (e)      (0.00 ) (e)      (0.01      (0.03      (0.00 )(e) 

Distributions from net realized capital gains

     (1.90     (2.59     (0.85      (0.14      (2.33
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total distributions

     (1.90     (2.59     (0.86      (0.17      (2.33
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 13.06      $ 15.11      $ 16.05       $ 15.66       $ 11.61   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     (0.13     10.54        8.74         36.73         15.56   

Ratios/Supplemental Data

            

Gross ratio of expenses to average net assets (%)

     0.87        0.87        0.87         0.87         0.89   

Net ratio of expenses to average net assets (%) (c)

     0.80        0.79        0.79         0.80         0.82   

Ratio of net investment income to average net assets (%)

     0.10        0.02        0.01         0.06         0.30   

Portfolio turnover rate (%)

     25        28        25         36         41   

Net assets, end of period (in millions)

   $ 776.3      $ 867.6      $ 907.1       $ 976.7       $ 804.2   

Please see following page for Financial Highlights footnote legend.

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

Jennison Growth Portfolio

Financial Highlights

 

Selected per share data                                   
     Class E  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 15.22       $ 16.15       $ 15.75       $ 11.67       $ 12.09   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.03         0.02         0.02         0.02         0.04   

Net realized and unrealized gain (loss) on investments

     (0.16      1.66         1.25         4.24         1.88   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     (0.13      1.68         1.27         4.26         1.92   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.02      (0.02      (0.02      (0.04      (0.01

Distributions from net realized capital gains

     (1.90      (2.59      (0.85      (0.14      (2.33
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (1.92      (2.61      (0.87      (0.18      (2.34
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 13.17       $ 15.22       $ 16.15       $ 15.75       $ 11.67   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     (0.01      10.66         8.86         36.90         15.58   

Ratios/Supplemental Data

              

Gross ratio of expenses to average net assets (%)

     0.77         0.77         0.77         0.77         0.79   

Net ratio of expenses to average net assets (%) (c)

     0.70         0.69         0.69         0.70         0.72   

Ratio of net investment income to average net assets (%)

     0.20         0.12         0.11         0.16         0.38   

Portfolio turnover rate (%)

     25         28         25         36         41   

Net assets, end of period (in millions)

   $ 10.8       $ 12.6       $ 12.0       $ 12.5       $ 11.8   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(c) Includes the effects of management fee waivers (see Note 5 of the Notes to Financial Statements).
(d) Net investment income (loss) was less than $0.01.
(e) Distributions from net investment income were less than $0.01.

 

See accompanying notes to financial statements.

 

MSF-13


Metropolitan Series Fund

Jennison Growth Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is Jennison Growth Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers three classes of shares: Class A, B and E shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations

 

MSF-14


Metropolitan Series Fund

Jennison Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over

 

MSF-15


Metropolitan Series Fund

Jennison Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to foreign currency transactions, real estate investment trusts (REITs), adjustments to prior period accumulated balances and broker commission recapture. These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Directed Brokerage Agreement - The Trust has entered into a directed brokerage arrangement with State Street Global Markets (“SSGM”). Under this arrangement, the Portfolio directs certain trades to SSGM in return for a recapture credit. SSGM issues a cash rebate to the Portfolio. Amounts paid to the Portfolio are shown separately as broker commission recapture on the Statement of Operations of the Portfolio. Additionally, these amounts have been excluded from the calculation of the net ratio of expenses to average net assets presented in the Financial Highlights for each share class.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio had direct investments in repurchase agreements with a gross value of $13,251,861. Additionally, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $57,525,083. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

 

MSF-16


Metropolitan Series Fund

Jennison Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

All securities on loan are classified as Common Stocks in the Portfolio’s Schedule of Investments as of December 31, 2016, with a contractual maturity of overnight and continuous.

3. Certain Risks

 

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

4. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 637,411,266      $ 0      $ 827,763,926  

5. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$15,628,691      0.700   Of the first $200 million
     0.650   Of the next $300 million
     0.600   Of the next $1.5 billion
     0.550   On amounts in excess of $2 billion

 

MSF-17


Metropolitan Series Fund

Jennison Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. Jennison Associates LLC is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Management Fee Waivers - Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum

   Average Daily Net Assets
0.050%    Of the first $200 million
0.050%    Over $300 million and less than $1 billion
0.100%    On the next $1 billion
0.080%    On amounts in excess of $2 billion

An identical expense agreement was in place for the period May 1, 2015 to April 30, 2016. Amounts waived for the year ended December 31, 2016 are shown as a management fee waiver in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B and E Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E Shares. Under the Distribution and Service Plan, the Class B and E Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E Shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares and 0.15% per year for Class E Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

6. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

7. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$5,501,464    $ 8,272,620       $ 342,535,388       $ 435,555,050       $ 348,036,852       $ 443,827,670   

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
     Total  
$6,476,431    $ 197,548,587       $ 666,416,520       $       $ 870,441,538   

 

MSF-18


Metropolitan Series Fund

Jennison Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

8. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-19


Metropolitan Series Fund

Jennison Growth Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Jennison Growth Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Jennison Growth Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Jennison Growth Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-20


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-21


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and MSF)
to present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-22


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST)
to present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF)
to present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF)
to present
   Vice President, MetLife, Inc. (2013-present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST)
to present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-23


Metropolitan Series Fund

Jennison Growth Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-24


Metropolitan Series Fund

Jennison Growth Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee

 

MSF-25


Metropolitan Series Fund

Jennison Growth Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

*  *  *

Jennison Growth Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and Jennison Associates LLC regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe and its Lipper Index for the three-year period ended June 30, 2016 and underperformed the median of its Performance Universe and its Lipper Index for the one- and five-year periods ended June 30, 2016. The Board further considered that the Portfolio underperformed its benchmark, the Russell 1000 Growth Index, for the one-, three-, and five-year periods ended October 31, 2016. The Board took into account management’s discussion of the Portfolio’s performance, including prevailing market conditions.

The Board also considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b-l fees) were below the Expense Group median, the Expense Universe median, and the Sub-advised Expense Universe median. The Board further noted that the Portfolio’s contractual management fees were above the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also noted that the Portfolio’s contractual sub-advisory fees were slightly above the average of the Sub-advised Expense Group and below the average of the Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-26


Metropolitan Series Fund

Jennison Growth Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-27


Metropolitan Series Fund

Jennison Growth Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-28


Metropolitan Series Fund

Jennison Growth Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-29


Metropolitan Series Fund

Jennison Growth Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-30


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Managed by Loomis, Sayles & Company, L.P.

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, and E shares of the Loomis Sayles Small Cap Core Portfolio returned 19.27%, 18.97%, and 19.09%, respectively. The Portfolio’s benchmark, the Russell 2000 Index1, returned 21.31%.

MARKET ENVIRONMENT / CONDITIONS

Topped off by the post-election rally, 2016 was a strong performance year in absolute terms, with the small cap segment leading the market in the fourth quarter and for the year as a whole. The 21.3% annual return of the Russell 2000 Index compares to the 12.0% return of the large cap S&P 500 Index for the same period. Also worth noting is the market’s poor start to the year, as weak U.S. economic data points, fears of a premature tightening cycle by the Federal Reserve (the “Fed”), and a collapse in certain commodity prices resulted in a 15.9% decline in the Russell 2000 Index through the first 29 trading days of the year. Bond-like real estate investment trusts (“REITs”) and Utility stocks proved highly resilient during this initial downdraft, contributing to the wide lead value stocks achieved relative to growth stocks. By mid-February, economic data points in the U.S. improved, commentary from the Fed struck a more accommodative note, and deflationary fears subsided as commodity prices recovered. The market resumed a steady march higher through year-end, with only a brief downdraft in late June following the United Kingdom’s referendum vote on European Union membership (“Brexit”) and again in October as the U.S. presidential election approached. From the February 11, 2016 low, the Russell 2000 Index rallied 44.3% through year-end, while the large cap S&P 500 Index increased 24.8%. Market leadership in the initial stages of the rally pivoted away from REITs and Utilities into more economically sensitive sectors such as Energy, Materials, Information Technology, and Industrials. Post-election, small cap stocks extended their gains beyond other market segments, with the Energy and Financials sectors leading the way.

PORTFOLIO REVIEW / PERIOD END POSITIONING

The Loomis Sayles Small Cap Core Portfolio underperformed the Russell 2000 Index during the year; positive sector allocation was more than offset by negative stock selection. Relative to the Portfolio’s benchmark, stock selection in the Information Technology sector detracted from performance, as did the Materials sector. The Materials sector detracted due to the Portfolio’s underweight to, and strong performance in, the metal & mining stocks held in the Index. Underweighting the poor-performing biotechnology industry in the Health Care sector and overweighting the strong-performing Industrials sector helped, as did stock selection in both sectors.

The largest detractors to performance were Impax Laboratories, Demandware, and Acorda Therapies. Impax Labs is a technology based pharmaceutical company specializing in drug delivery and formulation. The company reported disappointing results driven largely by lower generic sales. The decline triggered our stop-loss and was sold during the period. Demandware provides e-commerce solutions by providing clients the ability to design, implement, and manage their own e-commerce sites. While the company reported quarterly earnings that surpassed Street estimates, 2016 guidance was left unchanged. However, given the market’s re-evaluation of growth stocks during the first three months of 2016, the stock’s steep decline triggered our stop-loss limit and was sold during the period. Acorda Therapeutics is a biotechnology company focused on developing therapies that restore function for people with neurological disorders. The stock declined as the company’s lead drug, Ampyra, was facing nine generic filings, as well as a review of its patents on the drug. The decline triggered our stop-loss and was sold during the period.

The Portfolio’s top contributors to performance were U.S. Silica Holdings, John Bean Technologies, and Advanced Energy Industries. U.S. Silica is a producer of industrial silica and sand proppants, used in a variety of oil & gas and industrial markets. The stock was added to the Portfolio in February, just before the market low point and prior to the resurgence in energy-related stocks. John Bean Technologies is a leading provider of food processing equipment and airport-related equipment. John Bean continues to successfully acquire leading companies in the protein and liquid foods processing industry. Advanced Energy Industries develops power and control technologies for the manufacture of semiconductors, flat panel displays, data storage products, solar cells, and architectural glass.

During the 12-month period, changes to the Portfolio were made to add new stocks with attractive investment potential and to eliminate holdings where valuation had exceeded our target levels or where fundamental trends strayed from our investment thesis. New positions included Camping World Holdings, the largest recreational vehicle retailer in the country; Cray, a leading designer and manufacturer of supercomputers primarily used by government and publically funded research institutions; Gulfport Energy Corporation, an owner and operator of oil and gas properties in the U.S., with significant acreage in the Utica Shale natural gas field in Eastern Ohio; and Dorman Products, a manufacturer of non-original equipment auto parts. Eliminations included Diamond Resorts International and Fleetmatics Group (Ireland), which were both acquisition targets. Other sales included Babcock & Wilcox Enterprises and New Media Investment Group on fundamental developments. EnerSys and Tenneco were eliminated into strength as both stocks had performed well and provided a source of funds for new ideas.

While we do not make major adjustments to the Portfolio based on near-term macroeconomic expectations, they are part of the mosaic of inputs and we can adjust position sizes to reflect our fundamental level of conviction and the risk/reward outlook. Sector weight changes during the 12-month period ending December 31, 2016 were modest, resulting in slight changes to the positioning of the Portfolio. As a result of individual stock selection, the Portfolio’s weight in the Consumer Discretionary, Health Care, and Information Technology sectors was reduced and the Portfolio’s weight to the Energy, Industrials, and Materials sectors increased. As always,

 

MSF-1


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Managed by Loomis, Sayles & Company, L.P.

Portfolio Manager Commentary*—(Continued)

 

our focus will remain on small cap companies where the stock price and valuation do not accurately reflect our assessment of the underlying value of the corporate enterprise, and we believe these kinds of opportunities are available in all market environments.

Mark Burns

John Slavik

Joe Gatz

Jeff Schwartz

Portfolio Managers

Loomis, Sayles & Company, L.P.

 

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-2


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE RUSSELL 2000 INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
Loomis Sayles Small Cap Core Portfolio                 

Class A

       19.27           14.52           8.97   

Class B

       18.97           14.23           8.70   

Class E

       19.09           14.34           8.81   
Russell 2000 Index        21.31           14.46           7.07   

1 The Russell 2000 Index is an unmanaged measure of performance of the 2,000 smallest companies in the Russell 3000 Index.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 
Pinnacle Financial Partners, Inc.      1.2   
Littelfuse, Inc.      1.1   
Chemical Financial Corp.      1.1   
RBC Bearings, Inc.      1.1   
Euronet Worldwide, Inc.      1.0   
Wintrust Financial Corp.      1.0   
Employers Holdings, Inc.      0.9   
Iberiabank Corp.      0.8   
First Financial Bancorp      0.8   
Signature Bank      0.8   

Top Sectors

 

     % of
Net Assets
 
Financials      20.8   
Information Technology      18.5   
Industrials      17.8   
Consumer Discretionary      15.1   
Health Care      9.5   
Real Estate      4.4   
Energy      4.1   
Materials      2.7   
Consumer Staples      2.7   
Utilities      1.4   

 

MSF-3


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

Loomis Sayles Small Cap Core Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.88    $ 1,000.00         $ 1,156.80         $ 4.77   
   Hypothetical*      0.88    $ 1,000.00         $ 1,020.71         $ 4.47   

Class B(a)

   Actual      1.13    $ 1,000.00         $ 1,155.30         $ 6.12   
   Hypothetical*      1.13    $ 1,000.00         $ 1,019.46         $ 5.74   

Class E(a)

   Actual      1.03    $ 1,000.00         $ 1,155.90         $ 5.58   
   Hypothetical*      1.03    $ 1,000.00         $ 1,019.96         $ 5.23   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 5 of the Notes to Financial Statements.

 

MSF-4


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—97.6% of Net Assets

 

Security Description   Shares     Value  
Aerospace & Defense—1.8%  

Aerojet Rocketdyne Holdings, Inc. (a)

    81,921      $ 1,470,482   

BWX Technologies, Inc.

    72,196        2,866,181   

DigitalGlobe, Inc. (a)

    76,205        2,183,273   

Hexcel Corp. (b)

    32,444        1,668,920   
   

 

 

 
      8,188,856   
   

 

 

 
Air Freight & Logistics—0.2%  

Echo Global Logistics, Inc. (a)

    37,269        933,588   
   

 

 

 
Auto Components—2.6%  

Adient plc (a)

    27,753        1,626,326   

Cooper Tire & Rubber Co.

    38,074        1,479,175   

Dorman Products, Inc. (a)

    21,763        1,590,005   

Fox Factory Holding Corp. (a)

    51,365        1,425,378   

Horizon Global Corp. (a)

    86,870        2,084,880   

LCI Industries

    34,548        3,722,547   
   

 

 

 
      11,928,311   
   

 

 

 
Banks—14.6%  

BancorpSouth, Inc.

    89,585        2,781,614   

Bank of the Ozarks, Inc.

    57,069        3,001,259   

Bryn Mawr Bank Corp.

    71,718        3,022,914   

Cathay General Bancorp

    90,289        3,433,691   

Chemical Financial Corp.

    90,361        4,894,855   

CVB Financial Corp.

    142,216        3,261,013   

First Financial Bancorp

    135,728        3,861,462   

First Financial Bankshares, Inc. (b)

    41,971        1,897,089   

Home BancShares, Inc.

    109,626        3,044,314   

Iberiabank Corp.

    46,332        3,880,305   

LegacyTexas Financial Group, Inc.

    44,495        1,915,955   

PacWest Bancorp

    65,575        3,569,903   

Pinnacle Financial Partners, Inc.

    81,436        5,643,515   

Popular, Inc.

    75,510        3,308,848   

PrivateBancorp, Inc.

    21,061        1,141,295   

Prosperity Bancshares, Inc.

    49,310        3,539,472   

Renasant Corp.

    38,847        1,640,120   

Signature Bank (a)

    25,553        3,838,061   

Texas Capital Bancshares, Inc. (a)

    38,371        3,008,286   

Triumph Bancorp, Inc. (a)

    71,247        1,863,109   

Wintrust Financial Corp.

    61,820        4,486,277   
   

 

 

 
      67,033,357   
   

 

 

 
Beverages—0.3%  

Cott Corp.

    123,495        1,399,198   
   

 

 

 
Biotechnology—1.0%  

Acceleron Pharma, Inc. (a) (b)

    26,860        685,467   

Genomic Health, Inc. (a)

    38,458        1,130,281   

Ironwood Pharmaceuticals, Inc. (a)

    88,026        1,345,917   

Lexicon Pharmaceuticals, Inc. (a) (b)

    60,757        840,269   

Prothena Corp. plc (a) (b)

    14,209        698,941   
   

 

 

 
      4,700,875   
   

 

 

 
Building Products—2.3%  

Apogee Enterprises, Inc. (b)

    58,938        3,156,719   
Building Products—(Continued)  

Armstrong World Industries, Inc. (a)

    43,018      1,798,152   

Gibraltar Industries, Inc. (a)

    28,273        1,177,571   

Masonite International Corp. (a)

    29,564        1,945,311   

Patrick Industries, Inc. (a)

    12,075        921,323   

Trex Co., Inc. (a)

    23,887        1,538,323   
   

 

 

 
      10,537,399   
   

 

 

 
Capital Markets—2.0%  

Donnelley Financial Solutions, Inc. (a)

    50,337        1,156,744   

Financial Engines, Inc. (b)

    44,666        1,641,475   

Hercules Capital, Inc.

    122,023        1,721,745   

MarketAxess Holdings, Inc.

    12,845        1,887,187   

Stifel Financial Corp. (a)

    53,544        2,674,523   
   

 

 

 
      9,081,674   
   

 

 

 
Chemicals—1.3%  

AdvanSix, Inc. (a)

    81,841        1,811,960   

Cabot Corp.

    33,522        1,694,202   

Minerals Technologies, Inc.

    33,085        2,555,816   
   

 

 

 
      6,061,978   
   

 

 

 
Commercial Services & Supplies—3.8%  

Clean Harbors, Inc. (a)

    26,285        1,462,760   

Healthcare Services Group, Inc.

    36,908        1,445,686   

KAR Auction Services, Inc.

    77,702        3,311,659   

Kimball International, Inc. - Class B

    81,822        1,436,794   

Knoll, Inc.

    28,418        793,715   

LSC Communications, Inc.

    52,572        1,560,337   

RR Donnelley & Sons Co.

    84,370        1,376,919   

Team, Inc. (a)

    37,727        1,480,785   

Viad Corp.

    66,814        2,946,498   

West Corp.

    65,591        1,624,033   
   

 

 

 
      17,439,186   
   

 

 

 
Communications Equipment—1.2%  

ARRIS International plc (a)

    64,351        1,938,896   

Calix, Inc. (a)

    61,432        473,026   

Digi International, Inc. (a)

    95,393        1,311,654   

Viavi Solutions, Inc. (a)

    197,588        1,616,270   
   

 

 

 
      5,339,846   
   

 

 

 
Construction & Engineering—1.5%  

Argan, Inc.

    11,343        800,249   

Granite Construction, Inc.

    33,760        1,856,800   

MYR Group, Inc. (a)

    20,652        778,167   

Primoris Services Corp.

    58,661        1,336,297   

Quanta Services, Inc. (a)

    61,747        2,151,883   
   

 

 

 
      6,923,396   
   

 

 

 
Construction Materials—0.7%  

Summit Materials, Inc. - Class A (a)

    62,578        1,488,731   

U.S. Concrete, Inc. (a) (b)

    26,382        1,728,021   
   

 

 

 
      3,216,752   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Consumer Finance—0.3%  

PRA Group, Inc. (a) (b)

    40,694      $ 1,591,135   
   

 

 

 
Distributors—0.9%  

Core-Mark Holding Co., Inc.

    61,419        2,645,317   

Pool Corp.

    15,086        1,574,073   
   

 

 

 
      4,219,390   
   

 

 

 
Diversified Consumer Services—1.6%  

Bright Horizons Family Solutions, Inc. (a)

    27,211        1,905,314   

DeVry Education Group, Inc.

    35,003        1,092,094   

Grand Canyon Education, Inc. (a)

    28,770        1,681,606   

Houghton Mifflin Harcourt Co. (a)

    77,103        836,567   

Nord Anglia Education, Inc. (a) (b)

    74,352        1,732,402   
   

 

 

 
      7,247,983   
   

 

 

 
Diversified Financial Services—0.5%  

FNFV Group (a)

    160,467        2,198,398   
   

 

 

 
Diversified Telecommunication Services—0.7%  

Cogent Communications Holdings, Inc.

    42,317        1,749,808   

ORBCOMM, Inc. (a)

    153,695        1,271,058   
   

 

 

 
      3,020,866   
   

 

 

 
Electric Utilities—0.8%  

ALLETE, Inc.

    55,503        3,562,738   
   

 

 

 
Electrical Equipment—0.6%  

AZZ, Inc.

    15,920        1,017,288   

Generac Holdings, Inc. (a)

    37,970        1,546,898   
   

 

 

 
      2,564,186   
   

 

 

 
Electronic Equipment, Instruments & Components—4.0%  

Belden, Inc.

    29,998        2,242,950   

II-VI, Inc. (a)

    63,939        1,895,791   

IPG Photonics Corp. (a)

    16,266        1,605,617   

Kimball Electronics, Inc. (a)

    23,162        421,548   

Littelfuse, Inc.

    34,223        5,194,025   

Methode Electronics, Inc.

    59,503        2,460,449   

Orbotech, Ltd. (a)

    39,042        1,304,393   

Rogers Corp. (a)

    16,434        1,262,296   

VeriFone Systems, Inc. (a) (b)

    38,737        686,807   

Vishay Intertechnology, Inc. (b)

    82,858        1,342,300   
   

 

 

 
      18,416,176   
   

 

 

 
Energy Equipment & Services—2.4%  

Bristow Group, Inc. (b)

    56,725        1,161,728   

Dril-Quip, Inc. (a)

    22,035        1,323,202   

Forum Energy Technologies, Inc. (a)

    45,309        996,798   

Natural Gas Services Group, Inc. (a)

    67,192        2,160,223   

RPC, Inc. (b)

    91,061        1,803,918   

U.S. Silica Holdings, Inc.

    67,138        3,805,382   
   

 

 

 
      11,251,251   
   

 

 

 
Equity Real Estate Investment Trusts—4.3%  

American Campus Communities, Inc.

    50,208      2,498,852   

CubeSmart

    106,311        2,845,945   

CyrusOne, Inc. (b)

    37,480        1,676,480   

Hersha Hospitality Trust

    75,629        1,626,024   

Life Storage, Inc.

    20,233        1,725,066   

Mid-America Apartment Communities, Inc.

    32,704        3,202,376   

National Retail Properties, Inc.

    42,345        1,871,649   

Retail Opportunity Investments Corp.

    164,831        3,482,879   

Sabra Health Care REIT, Inc.

    28,303        691,159   
   

 

 

 
      19,620,430   
   

 

 

 
Food & Staples Retailing—0.6%  

SpartanNash Co.

    69,016        2,728,893   
   

 

 

 
Food Products—1.5%  

Darling Ingredients, Inc. (a)

    87,244        1,126,320   

J&J Snack Foods Corp.

    6,991        932,809   

Post Holdings, Inc. (a)

    39,728        3,193,734   

Snyder’s-Lance, Inc.

    40,407        1,549,204   
   

 

 

 
      6,802,067   
   

 

 

 
Health Care Equipment & Supplies—3.6%  

AtriCure, Inc. (a)

    32,242        630,976   

Cynosure, Inc. - Class A (a)

    56,110        2,558,616   

Halyard Health, Inc. (a)

    55,540        2,053,869   

Inogen, Inc. (a)

    27,825        1,869,005   

Insulet Corp. (a) (b)

    41,771        1,573,931   

Integra LifeSciences Holdings Corp. (a) (b)

    12,124        1,040,118   

Merit Medical Systems, Inc. (a)

    51,888        1,375,032   

Neogen Corp. (a)

    19,862        1,310,892   

Nevro Corp. (a)

    13,011        945,379   

NxStage Medical, Inc. (a)

    11,035        289,228   

Spectranetics Corp. (The) (a) (b)

    52,394        1,283,653   

Wright Medical Group NV (a) (b)

    71,760        1,649,045   
   

 

 

 
      16,579,744   
   

 

 

 
Health Care Providers & Services—1.6%  

AMN Healthcare Services, Inc. (a)

    39,861        1,532,655   

Ensign Group, Inc. (The)

    50,991        1,132,510   

HealthEquity, Inc. (a)

    49,217        1,994,273   

PharMerica Corp. (a)

    73,609        1,851,266   

WellCare Health Plans, Inc. (a)

    4,557        624,674   
   

 

 

 
      7,135,378   
   

 

 

 
Health Care Technology—0.4%  

Evolent Health, Inc. - Class A (a) (b)

    28,976        428,845   

Medidata Solutions, Inc. (a)

    31,811        1,580,052   
   

 

 

 
      2,008,897   
   

 

 

 
Hotels, Restaurants & Leisure—3.7%  

Carrols Restaurant Group, Inc. (a)

    91,367        1,393,347   

Churchill Downs, Inc.

    21,073        3,170,433   

Chuy’s Holdings, Inc. (a)

    42,999        1,395,318   

Cracker Barrel Old Country Store, Inc. (b)

    6,635        1,107,912   

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Hotels, Restaurants & Leisure—(Continued)  

Marriott Vacations Worldwide Corp.

    34,539      $ 2,930,634   

Planet Fitness, Inc. - Class A (b)

    70,970        1,426,497   

Six Flags Entertainment Corp.

    33,277        1,995,289   

Texas Roadhouse, Inc.

    18,293        882,454   

Vail Resorts, Inc.

    11,529        1,859,743   

Wingstop, Inc. (b)

    35,105        1,038,757   
   

 

 

 
      17,200,384   
   

 

 

 
Household Durables—1.2%  

Helen of Troy, Ltd. (a)

    24,675        2,083,804   

Installed Building Products, Inc. (a)

    29,657        1,224,834   

iRobot Corp. (a) (b)

    22,698        1,326,698   

Universal Electronics, Inc. (a)

    12,894        832,308   
   

 

 

 
      5,467,644   
   

 

 

 
Household Products—0.3%  

HRG Group, Inc. (a)

    82,704        1,286,874   
   

 

 

 
Industrial Conglomerates—0.4%  

Raven Industries, Inc.

    73,899        1,862,255   
   

 

 

 
Insurance—2.4%  

Atlas Financial Holdings, Inc. (a)

    34,991        631,588   

Employers Holdings, Inc.

    103,942        4,116,103   

First American Financial Corp.

    29,964        1,097,581   

ProAssurance Corp.

    45,299        2,545,804   

Reinsurance Group of America, Inc.

    21,990        2,767,002   
   

 

 

 
      11,158,078   
   

 

 

 
Internet & Direct Marketing Retail—1.2%  

1-800-Flowers.com, Inc. - Class A (a)

    145,517        1,557,032   

HSN, Inc.

    22,661        777,272   

Liberty Expedia Holdings, Inc. - Class A (a)

    28,384        1,125,993   

Liberty Ventures - Series A (a)

    60,890        2,245,015   
   

 

 

 
      5,705,312   
   

 

 

 
Internet Software & Services—2.7%  

2U, Inc. (a)

    45,075        1,359,011   

CommerceHub, Inc. - Series C (a)

    49,308        741,099   

Criteo S.A. (ADR) (a) (b)

    20,496        841,976   

Envestnet, Inc. (a)

    38,916        1,371,789   

IAC/InterActiveCorp (a)

    25,996        1,684,281   

IntraLinks Holdings, Inc. (a)

    59,382        802,844   

LogMeIn, Inc.

    18,205        1,757,693   

Q2 Holdings, Inc. (a)

    55,377        1,597,626   

Quotient Technology, Inc. (a) (b)

    65,113        699,965   

Wix.com, Ltd. (a)

    38,165        1,700,251   
   

 

 

 
      12,556,535   
   

 

 

 
IT Services—3.9%  

Booz Allen Hamilton Holding Corp.

    80,913        2,918,532   

CSG Systems International, Inc.

    25,784        1,247,946   

DST Systems, Inc.

    24,972        2,675,750   

EPAM Systems, Inc. (a)

    10,593        681,236   

Euronet Worldwide, Inc. (a)

    66,297        4,801,892   
IT Services—(Continued)  

ExlService Holdings, Inc. (a)

    18,059      910,896   

InterXion Holding NV (a)

    45,465        1,594,457   

Perficient, Inc. (a)

    29,345        513,244   

WEX, Inc. (a)

    22,459        2,506,424   
   

 

 

 
      17,850,377   
   

 

 

 
Life Sciences Tools & Services—1.7%  

Accelerate Diagnostics, Inc. (a) (b)

    39,315        815,786   

Albany Molecular Research, Inc. (a) (b)

    94,016        1,763,740   

INC Research Holdings, Inc. - Class A (a)

    32,220        1,694,772   

PRA Health Sciences, Inc. (a)

    28,107        1,549,258   

VWR Corp. (a)

    81,539        2,040,921   
   

 

 

 
      7,864,477   
   

 

 

 
Machinery—3.6%  

Alamo Group, Inc.

    18,612        1,416,373   

Albany International Corp. - Class A

    51,129        2,367,273   

Altra Industrial Motion Corp.

    18,279        674,495   

Astec Industries, Inc.

    25,183        1,698,845   

John Bean Technologies Corp.

    30,622        2,631,961   

Middleby Corp. (The) (a)

    12,114        1,560,405   

RBC Bearings, Inc. (a)

    52,121        4,837,350   

Standex International Corp.

    18,099        1,589,997   
   

 

 

 
      16,776,699   
   

 

 

 
Marine—0.3%  

Kirby Corp. (a) (b)

    21,828        1,451,562   
   

 

 

 
Media—1.4%  

EW Scripps Co. (The) - Class A (a) (b)

    135,084        2,611,174   

John Wiley & Sons, Inc. - Class A

    40,041        2,182,234   

National CineMedia, Inc.

    108,662        1,600,591   
   

 

 

 
      6,393,999   
   

 

 

 
Metals & Mining—0.7%  

Ferroglobe plc

    141,548        1,532,965   

Ferroglobe Representation & Warranty Insurance Trust (a) (d)

    141,548        0   

Haynes International, Inc.

    42,162        1,812,544   
   

 

 

 
      3,345,509   
   

 

 

 
Multi-Utilities—0.6%  

NorthWestern Corp.

    50,004        2,843,727   
   

 

 

 
Oil, Gas & Consumable Fuels—1.6%  

Gulfport Energy Corp. (a)

    69,147        1,496,341   

PDC Energy, Inc. (a)

    21,480        1,559,018   

QEP Resources, Inc. (a)

    95,244        1,753,442   

Synergy Resources Corp. (a) (b)

    308,833        2,751,702   
   

 

 

 
      7,560,503   
   

 

 

 
Pharmaceuticals—1.2%  

Akorn, Inc. (a)

    38,859        848,292   

Catalent, Inc. (a)

    58,046        1,564,920   

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description       
    
Shares
    Value  
Pharmaceuticals—(Continued)  

Dermira, Inc. (a) (b)

    31,362      $ 951,210   

Medicines Co. (The) (a) (b)

    26,626        903,686   

Supernus Pharmaceuticals, Inc. (a)

    51,196        1,292,699   
   

 

 

 
      5,560,807   
   

 

 

 
Professional Services—1.4%  

FTI Consulting, Inc. (a)

    31,415        1,416,188   

Insperity, Inc.

    16,037        1,137,825   

Korn/Ferry International

    57,250        1,684,868   

WageWorks, Inc. (a)

    31,772        2,303,470   
   

 

 

 
      6,542,351   
   

 

 

 
Real Estate Management & Development—0.2%  

HFF, Inc. - Class A

    26,255        794,214   
   

 

 

 
Road & Rail—1.1%  

Avis Budget Group, Inc. (a)

    27,857        1,021,795   

Genesee & Wyoming, Inc. - Class A (a)

    24,991        1,734,625   

Old Dominion Freight Line, Inc. (a)

    28,758        2,467,149   
   

 

 

 
      5,223,569   
   

 

 

 
Semiconductors & Semiconductor Equipment—3.6%  

Advanced Energy Industries, Inc. (a)

    42,178        2,309,246   

Inphi Corp. (a)

    37,191        1,659,462   

Intersil Corp. - Class A

    32,376        721,985   

Mellanox Technologies, Ltd. (a)

    39,201        1,603,321   

MKS Instruments, Inc.

    39,783        2,363,110   

Monolithic Power Systems, Inc.

    24,267        1,988,195   

Semtech Corp. (a)

    59,970        1,892,054   

Silicon Laboratories, Inc. (a)

    26,363        1,713,595   

Teradyne, Inc.

    98,211        2,494,559   
   

 

 

 
      16,745,527   
   

 

 

 
Software—2.9%  

Blackbaud, Inc.

    21,470        1,374,080   

Callidus Software, Inc. (a)

    74,635        1,253,868   

CommVault Systems, Inc. (a)

    22,094        1,135,632   

Guidewire Software, Inc. (a)

    36,245        1,787,966   

HubSpot, Inc. (a)

    12,816        602,352   

RingCentral, Inc. - Class A (a)

    62,764        1,292,938   

Synchronoss Technologies, Inc. (a)

    62,794        2,405,010   

Ultimate Software Group, Inc. (The) (a)

    11,091        2,022,444   

Verint Systems, Inc. (a)

    43,631        1,537,993   
   

 

 

 
      13,412,283   
   

 

 

 
Specialty Retail—1.7%  

Barnes & Noble, Inc.

    51,180        570,657   

Camping World Holdings, Inc. - Class A (b)

    42,697        1,391,495   

Genesco, Inc. (a)

    38,244        2,374,953   

Monro Muffler Brake, Inc.

    12,016        687,315   

Sally Beauty Holdings, Inc. (a)

    50,164        1,325,333   

Tile Shop Holdings, Inc. (a)

    77,091        1,507,129   
   

 

 

 
      7,856,882   
   

 

 

 
Security Description   Shares/
Principal
Amount*
    Value  
Technology Hardware, Storage & Peripherals—0.2%  

Cray, Inc. (a)

    38,454      795,998   
   

 

 

 
Textiles, Apparel & Luxury Goods—0.7%  

Columbia Sportswear Co.

    22,825        1,330,698   

Oxford Industries, Inc.

    11,870        713,743   

Steven Madden, Ltd. (a)

    36,684        1,311,453   
   

 

 

 
      3,355,894   
   

 

 

 
Thrifts & Mortgage Finance—1.0%  

Essent Group, Ltd. (a)

    43,720        1,415,216   

Federal Agricultural Mortgage Corp. - Class C

    33,757        1,933,263   

OceanFirst Financial Corp.

    38,586        1,158,738   
   

 

 

 
      4,507,217   
   

 

 

 
Trading Companies & Distributors—0.6%  

Beacon Roofing Supply, Inc. (a)

    28,497        1,312,857   

SiteOne Landscape Supply, Inc. (a)

    41,606        1,444,976   
   

 

 

 
      2,757,833   
   

 

 

 
Transportation Infrastructure—0.2%  

Macquarie Infrastructure Corp.

    9,411        768,879   
   

 

 

 

Total Common Stocks
(Cost $312,473,627)

      449,377,337   
   

 

 

 
Short-Term Investment—2.7%   
Repurchase Agreement—2.7%  

Fixed Income Clearing Corp.
Repurchase Agreement dated 12/30/16 at 0.030% to be repurchased at $12,288,488 on 01/03/17, collateralized by $10,075,000 U.S. Treasury Bond at 8.500% due 02/15/20 with a value of $12,538,640.

    12,288,447        12,288,447   
   

 

 

 

Total Short-Term Investments
(Cost $12,288,447)

      12,288,447   
   

 

 

 
Securities Lending Reinvestments (c)—7.3%   
Certificates of Deposit—2.5%  

Bank of Tokyo UFJ, Ltd., New York
1.121%, 02/28/17 (e)

    600,000        600,012   

Barclays New York
0.894%, 02/10/17 (e)

    750,000        750,243   

Chiba Bank, Ltd., New York
0.920%, 02/03/17

    1,000,000        1,000,111   

0.950%, 02/02/17

    200,000        200,028   

Credit Suisse AG New York
1.444%, 04/24/17 (e)

    900,000        900,211   

DG Bank New York
0.950%, 01/03/17

    250,000        250,002   

DNB NOR Bank ASA
1.130%, 07/28/17 (e)

    300,000        299,947   

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (c)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Certificates of Deposit—(Continued)  

DZ Bank AG New York
1.010%, 02/27/17

    800,000     $ 800,231  

KBC Bank NV
1.000%, 01/04/17

    250,000       250,000  

KBC Brussells
1.050%, 01/27/17

    400,000       400,076  

Landesbank Hessen-Thüringen London
Zero Coupon, 01/24/17

    997,705       999,570  

Mizuho Bank, Ltd., New York
1.336%, 05/17/17

    300,000       299,971  

1.361%, 04/26/17 (e)

    1,000,000       999,949  

Shizuoka Bank New York
0.840%, 01/03/17

    500,000       500,002  

Sumitomo Bank New York
1.212%, 06/05/17 (e)

    1,500,000       1,499,970  

Sumitomo Mitsui Trust Bank, Ltd., London
1.262%, 05/08/17 (e)

    750,000       751,374  

Sumitomo Mitsui Trust Bank, Ltd., New York
1.194%, 06/02/17 (e)

    400,000       399,942  

UBS, Stamford
1.084%, 05/12/17 (e)

    300,000       299,977  

Wells Fargo Bank San Francisco N.A.
1.231%, 04/26/17 (e)

    300,000       300,084  

1.264%, 10/26/17 (e)

    300,000       300,205  
   

 

 

 
      11,801,905  
   

 

 

 
Commercial Paper—1.7%  

Atlantic Asset Securitization LLC

   

0.720%, 01/03/17

    249,715       249,980  

1.040%, 02/03/17

    697,877       699,389  

Den Norske ASA
1.206%, 04/27/17 (e)

    300,000       300,016  

Erste Abwicklungsanstalt
1.014%, 03/10/17 (e)

    500,000       500,003  

HSBC plc
1.216%, 04/25/17 (e)

    800,000       799,966  

Kells Funding LLC
1.040%, 01/19/17

    99,648       99,961  

Macquarie Bank, Ltd.
0.930%, 01/19/17

    997,623       999,383  

National Australia Bank Ltd.
1.288%, 12/06/17 (e)

    1,500,000       1,500,003  

Oversea-Chinese Banking Corp., Ltd.
0.890%, 02/21/17

    997,726       998,672  

Sheffield Receivables Co.
1.050%, 01/06/17

    249,315       249,967  

Suncorp Metway, Ltd.
0.930%, 02/09/17

    498,812       499,446  

Victory Receivables Corp.
1.050%, 01/04/17

    299,134       299,979  

Westpac Banking Corp.
1.232%, 10/20/17 (e)

    500,000       500,873  
   

 

 

 
      7,697,638  
   

 

 

 
Repurchase Agreements—2.8%  

Citigroup Global Markets, Ltd.
Repurchase Agreement dated 12/29/16 at 0.710% to be repurchased at $1,100,108 on 01/03/17, collateralized by $1,109,610 U.S. Treasury and Foreign Obligations with rates ranging from 1.750% - 2.750%, maturity dates ranging from 10/15/19 - 11/15/23, with a value of $1,122,000.

    1,100,000     1,100,000  

Deutsche Bank AG, London

   

Repurchase Agreement dated 12/30/16 at 0.950% to be repurchased at $600,063 on 01/03/17, collateralized by $612,540 Foreign Obligations with rates ranging from 1.750% - 2.500%, maturity dates ranging from 09/05/19 - 11/20/24, with a value of $612,003.

    600,000       600,000  

Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $2,000,802 on 01/03/17, collateralized by various Common Stock with a value of $2,223,110.

    2,000,000       2,000,000  

Deutsche Bank Securities, Inc.
Repurchase Agreement dated 10/18/16 at 1.110% to be repurchased at $1,004,193 on 03/03/17, collateralized by various Common Stock with a value of $1,100,000.

    1,000,000       1,000,000  

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $1,761,082 on 01/03/17, collateralized by $9,062,408 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $1,796,211.

    1,760,992       1,760,992  

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/27/16 at 0.580% to be repurchased at $1,300,147 on 01/03/17, collateralized by $1,286,162 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $1,326,672.

    1,300,000       1,300,000  

Merrill Lynch, Pierce, Fenner & Smith, Inc.
Repurchase Agreement dated 10/26/16 at 1.160% to be repurchased at $201,025 on 04/03/17, collateralized by various Common Stock with a value of $220,000.

    200,000       200,000  

Pershing LLC
Repurchase Agreement dated 12/30/16 at 0.680% to be repurchased at $5,000,378 on 01/03/17, collateralized by $7,336,822 U.S. Government Agency Obligations with rates ranging from 0.625% - 11.018%, maturity dates ranging from 01/17/17 - 08/20/66, with a value of $5,100,000.

    5,000,000       5,000,000  
   

 

 

 
      12,960,992  
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (c)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Time Deposits—0.3%  

OP Corporate Bank plc
1.010%, 01/04/17

    400,000      $ 400,000   

1.200%, 01/23/17

    500,000        500,000   

Shinkin Central Bank
1.200%, 01/27/17

    200,000        200,000   

1.220%, 01/26/17

    200,000        200,000   
   

 

 

 
      1,300,000   
   

 

 

 

Total Securities Lending Reinvestments
(Cost $33,757,662)

      33,760,535   
   

 

 

 

Total Investments—107.6%
(Cost $358,519,736) (f)

      495,426,319   

Other assets and liabilities (net)—(7.6)%

      (35,161,070
   

 

 

 
Net Assets—100.0%     $ 460,265,249   
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) Non-income producing security.
(b) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $32,713,662 and the collateral received consisted of cash in the amount of $33,748,545. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(c) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(d) Illiquid security. As of December 31, 2016, these securities represent 0.0% of net assets.
(e) Variable or floating rate security. The stated rate represents the rate at December 31, 2016.
(f) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $358,426,527. The aggregate unrealized appreciation and depreciation of investments were $145,563,062 and $(8,563,270), respectively, resulting in net unrealized appreciation of $136,999,792 for federal income tax purposes.
(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2      Level 3      Total  
Common Stocks   

Aerospace & Defense

   $ 8,188,856       $ —         $ —         $ 8,188,856   

Air Freight & Logistics

     933,588         —           —           933,588   

Auto Components

     11,928,311         —           —           11,928,311   

Banks

     67,033,357         —           —           67,033,357   

Beverages

     1,399,198         —           —           1,399,198   

Biotechnology

     4,700,875         —           —           4,700,875   

Building Products

     10,537,399         —           —           10,537,399   

Capital Markets

     9,081,674         —           —           9,081,674   

Chemicals

     6,061,978         —           —           6,061,978   

Commercial Services & Supplies

     17,439,186         —           —           17,439,186   

Communications Equipment

     5,339,846         —           —           5,339,846   

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Schedule of Investments as of December 31, 2016

Fair Value Hierarchy—(Continued)

 

Description    Level 1      Level 2     Level 3      Total  

Construction & Engineering

   $ 6,923,396      $ —       $ —        $ 6,923,396  

Construction Materials

     3,216,752        —         —          3,216,752  

Consumer Finance

     1,591,135        —         —          1,591,135  

Distributors

     4,219,390        —         —          4,219,390  

Diversified Consumer Services

     7,247,983        —         —          7,247,983  

Diversified Financial Services

     2,198,398        —         —          2,198,398  

Diversified Telecommunication Services

     3,020,866        —         —          3,020,866  

Electric Utilities

     3,562,738        —         —          3,562,738  

Electrical Equipment

     2,564,186        —         —          2,564,186  

Electronic Equipment, Instruments & Components

     18,416,176        —         —          18,416,176  

Energy Equipment & Services

     11,251,251        —         —          11,251,251  

Equity Real Estate Investment Trusts

     19,620,430        —         —          19,620,430  

Food & Staples Retailing

     2,728,893        —         —          2,728,893  

Food Products

     6,802,067        —         —          6,802,067  

Health Care Equipment & Supplies

     16,579,744        —         —          16,579,744  

Health Care Providers & Services

     7,135,378        —         —          7,135,378  

Health Care Technology

     2,008,897        —         —          2,008,897  

Hotels, Restaurants & Leisure

     17,200,384        —         —          17,200,384  

Household Durables

     5,467,644        —         —          5,467,644  

Household Products

     1,286,874        —         —          1,286,874  

Industrial Conglomerates

     1,862,255        —         —          1,862,255  

Insurance

     11,158,078        —         —          11,158,078  

Internet & Direct Marketing Retail

     5,705,312        —         —          5,705,312  

Internet Software & Services

     12,556,535        —         —          12,556,535  

IT Services

     17,850,377        —         —          17,850,377  

Life Sciences Tools & Services

     7,864,477        —         —          7,864,477  

Machinery

     16,776,699        —         —          16,776,699  

Marine

     1,451,562        —         —          1,451,562  

Media

     6,393,999        —         —          6,393,999  

Metals & Mining

     3,345,509        0       —          3,345,509  

Multi-Utilities

     2,843,727        —         —          2,843,727  

Oil, Gas & Consumable Fuels

     7,560,503        —         —          7,560,503  

Pharmaceuticals

     5,560,807        —         —          5,560,807  

Professional Services

     6,542,351        —         —          6,542,351  

Real Estate Management & Development

     794,214        —         —          794,214  

Road & Rail

     5,223,569        —         —          5,223,569  

Semiconductors & Semiconductor Equipment

     16,745,527        —         —          16,745,527  

Software

     13,412,283        —         —          13,412,283  

Specialty Retail

     7,856,882        —         —          7,856,882  

Technology Hardware, Storage & Peripherals

     795,998        —         —          795,998  

Textiles, Apparel & Luxury Goods

     3,355,894        —         —          3,355,894  

Thrifts & Mortgage Finance

     4,507,217        —         —          4,507,217  

Trading Companies & Distributors

     2,757,833        —         —          2,757,833  

Transportation Infrastructure

     768,879        —         —          768,879  

Total Common Stocks

     449,377,337        0       —          449,377,337  

Total Short-Term Investment*

     —          12,288,447       —          12,288,447  

Total Securities Lending Reinvestments*

     —          33,760,535       —          33,760,535  

Total Investments

   $ 449,377,337      $ 46,048,982     $ —        $ 495,426,319  
                                    

Collateral for Securities Loaned (Liability)

   $ —        $ (33,748,545   $ —        $ (33,748,545

 

* See Schedule of Investments for additional detailed categorizations.

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

  

Investments at value (a) (b)

   $ 495,426,319   

Receivable for:

  

Investments sold

     952,479   

Fund shares sold

     42,184   

Dividends and interest

     502,291   

Prepaid expenses

     1,194   
  

 

 

 

Total Assets

     496,924,467   

Liabilities

  

Due to custodian

     23,641   

Collateral for securities loaned

     33,748,545   

Payables for:

  

Investments purchased

     1,371,122   

Fund shares redeemed

     975,551   

Accrued Expenses:

  

Management fees

     322,138   

Distribution and service fees

     39,748   

Deferred trustees’ fees

     92,010   

Other expenses

     86,463   
  

 

 

 

Total Liabilities

     36,659,218   
  

 

 

 

Net Assets

   $ 460,265,249   
  

 

 

 

Net Assets Consist of:

  

Paid in surplus

   $ 292,037,556   

Undistributed net investment income

     1,146,544   

Accumulated net realized gain

     30,174,566   

Unrealized appreciation on investments

     136,906,583   
  

 

 

 

Net Assets

   $ 460,265,249   
  

 

 

 

Net Assets

  

Class A

   $ 261,903,512   

Class B

     167,501,933   

Class E

     30,859,804   

Capital Shares Outstanding*

  

Class A

     967,257   

Class B

     647,174   

Class E

     116,973   

Net Asset Value, Offering Price and Redemption
Price Per Share

   

Class A

   $ 270.77   

Class B

     258.82   

Class E

     263.82   

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $358,519,736.
(b) Includes securities loaned at value of $32,713,662.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

  

Dividends (a)

   $ 5,158,355   

Interest

     3,068   

Securities lending income

     462,684   

Other income (b)

     49,555   
  

 

 

 

Total investment income

     5,673,662   

Expenses

  

Management fees

     3,806,996   

Administration fees

     13,916   

Custodian and accounting fees

     36,201   

Distribution and service fees—Class B

     389,825   

Distribution and service fees—Class E

     42,588   

Audit and tax services

     42,040   

Legal

     33,061   

Trustees’ fees and expenses

     45,248   

Shareholder reporting

     65,815   

Insurance

     2,962   

Miscellaneous

     13,888   
  

 

 

 

Total expenses

     4,492,540   

Less management fee waiver

     (323,000

Less broker commission recapture

     (31,214
  

 

 

 

Net expenses

     4,138,326   
  

 

 

 

Net Investment Income

     1,535,336   
  

 

 

 

Net Realized and Unrealized Gain

  

Net realized gain on investments

     29,731,611   
  

 

 

 

Net change in unrealized appreciation on investments

     44,701,960   
  

 

 

 

Net realized and unrealized gain

     74,433,571   
  

 

 

 

Net Increase in Net Assets From Operations

   $ 75,968,907   
  

 

 

 

 

(a) Net of foreign withholding taxes of $10,831.
(b) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

  

From Operations

  

Net investment income

   $ 1,535,336      $ 1,527,197   

Net realized gain

     29,731,611        38,574,497   

Net change in unrealized appreciation (depreciation)

     44,701,960        (45,754,988
  

 

 

   

 

 

 

Increase (decrease) in net assets from operations

     75,968,907        (5,653,294
  

 

 

   

 

 

 

From Distributions to Shareholders

  

Net investment income

  

Class A

     (785,353     (410,528

Class B

     (107,250     0   

Class E

     (47,516     0   

Net realized capital gains

  

Class A

     (21,737,937     (33,473,512

Class B

     (14,860,492     (22,594,510

Class E

     (2,652,217     (4,206,020
  

 

 

   

 

 

 

Total distributions

     (40,190,765     (60,684,570
  

 

 

   

 

 

 

Increase (decrease) in net assets from capital share transactions

     (3,980,889     12,317,502   
  

 

 

   

 

 

 

Total increase (decrease) in net assets

     31,797,253        (54,020,362

Net Assets

  

Beginning of period

     428,467,996        482,488,358   
  

 

 

   

 

 

 

End of period

   $ 460,265,249      $ 428,467,996   
  

 

 

   

 

 

 

Undistributed net investment income

  

End of period

   $ 1,146,544      $ 1,142,084   
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

  

Sales

     21,038      $ 5,240,084        20,619      $ 5,635,743   

Reinvestments

     96,584        22,523,290        123,750        33,884,040   

Redemptions

     (113,164     (27,833,327     (109,032     (30,222,315
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     4,458      $ (69,953     35,337      $ 9,297,468   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

  

Sales

     29,994      $ 6,988,544        27,469      $ 7,213,722   

Reinvestments

     67,057        14,967,742        85,871        22,594,510   

Redemptions

     (105,996     (25,281,449     (98,258     (26,602,537
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (8,945   $ (3,325,163     15,082      $ 3,205,695   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

  

Sales

     2,454      $ 610,403        3,749      $ 993,154   

Reinvestments

     11,872        2,699,733        15,718        4,206,020   

Redemptions

     (16,210     (3,895,909     (19,817     (5,384,835
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (1,884   $ (585,773     (350   $ (185,661
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase (decrease) derived from capital shares transactions

     $ (3,980,889     $ 12,317,502   
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-13


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Financial Highlights

 

Selected per share data                                   
     Class A  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 250.78       $ 290.12       $ 322.61       $ 250.37       $ 224.06   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     1.15 (b)       1.19         0.91         0.53         1.56   

Net realized and unrealized gain (loss) on investments

     43.25         (2.32      8.06         94.94         30.73   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     44.40         (1.13      8.97         95.47         32.29   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.85      (0.46      (0.14      (1.29      0.00   

Distributions from net realized capital gains

     (23.56      (37.75      (41.32      (21.94      (5.98
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (24.41      (38.21      (41.46      (23.23      (5.98
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 270.77       $ 250.78       $ 290.12       $ 322.61       $ 250.37   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     19.27         (1.50      3.76         41.04         14.55   

Ratios/Supplemental Data

              

Gross ratio of expenses to average net assets (%)

     0.96         0.96         0.96         0.95         0.97   

Net ratio of expenses to average net assets (%) (d)

     0.88         0.88         0.88         0.88         0.89   

Ratio of net investment income to average net assets (%)

     0.47 (b)       0.43         0.31         0.19         0.65   

Portfolio turnover rate (%)

     34         36         35         36         38   

Net assets, end of period (in millions)

   $ 261.9       $ 241.5       $ 269.1       $ 286.0       $ 222.5   
     Class B  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 240.67       $ 280.08       $ 313.49       $ 243.89       $ 218.94   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (loss) (a)

     0.51 (b)       0.48         0.18         (0.18      0.96   

Net realized and unrealized gain (loss) on investments

     41.37         (2.14      7.73         92.38         29.97   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     41.88         (1.66      7.91         92.20         30.93   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.17      0.00         0.00         (0.66      0.00   

Distributions from net realized capital gains

     (23.56      (37.75      (41.32      (21.94      (5.98
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (23.73      (37.75      (41.32      (22.60      (5.98
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 258.82       $ 240.67       $ 280.08       $ 313.49       $ 243.89   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     18.97         (1.74      3.50         40.68         14.27   

Ratios/Supplemental Data

              

Gross ratio of expenses to average net assets (%)

     1.21         1.21         1.21         1.20         1.22   

Net ratio of expenses to average net assets (%) (d)

     1.13         1.13         1.13         1.13         1.14   

Ratio of net investment income (loss) to average net assets (%)

     0.22 (b)       0.18         0.06         (0.07      0.41   

Portfolio turnover rate (%)

     34         36         35         36         38   

Net assets, end of period (in millions)

   $ 167.5       $ 157.9       $ 179.5       $ 190.1       $ 151.2   

Please see following page for Financial Highlights footnote legend.

 

See accompanying notes to financial statements.

 

MSF-14


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Financial Highlights

 

Selected per share data                                   
     Class E  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 244.89       $ 284.11       $ 317.10       $ 246.44       $ 220.96   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.76 (b)       0.76         0.46         0.09         1.18   

Net realized and unrealized gain (loss) on investments

     42.15         (2.23      7.87         93.41         30.28   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     42.91         (1.47      8.33         93.50         31.46   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.42      0.00         0.00         (0.90      0.00   

Distributions from net realized capital gains

     (23.56      (37.75      (41.32      (21.94      (5.98
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (23.98      (37.75      (41.32      (22.84      (5.98
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 263.82       $ 244.89       $ 284.11       $ 317.10       $ 246.44   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     19.09         (1.64      3.60         40.83         14.38   

Ratios/Supplemental Data

              

Gross ratio of expenses to average net assets (%)

     1.11         1.11         1.11         1.10         1.12   

Net ratio of expenses to average net assets (%) (d)

     1.03         1.03         1.03         1.03         1.04   

Ratio of net investment income to average net assets (%)

     0.31 (b)       0.28         0.16         0.03         0.50   

Portfolio turnover rate (%)

     34         36         35         36         38   

Net assets, end of period (in millions)

   $ 30.9       $ 29.1       $ 33.9       $ 38.3       $ 33.1   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Net investment income per share and the ratio of net investment income to average net assets include a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which amounted to $0.03 per share and 0.01% of average net assets, respectively.
(c) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(d) Includes the effects of management fee waivers (see Note 5 of the Notes to Financial Statements).

 

See accompanying notes to financial statements.

 

MSF-15


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is Loomis Sayles Small Cap Core Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers three classes of shares: Class A, B and E shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations

 

MSF-16


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Due to Custodian - Pursuant to the custodian agreement, State Street Bank and Trust Company (SSBT) may, in its discretion, advance funds to the Portfolio to make properly authorized payments. When such payments result in an overdraft, the Portfolio obligated to repay SSBT at the current rate of interest charged by SSBT for secured loans (currently, the Federal Funds rate plus 2%). This obligation is payable on demand to SSBT. SSBT has a lien on a Portfolio’s assets to the extent of any overdraft. At December 31, 2016, the Portfolio had a payment due to SSBT pursuant to the foregoing arrangement of $23,641. Based on the short-term nature of these payments and the variable interest rate, the carrying value of the overdraft advances approximated its fair value at December 31, 2016. If measured at fair value, overdraft advances would have been considered as Level 2 in the fair value hierarchy at December 31, 2016. The Portfolio’s average overdraft advances during the year ended December 31, 2016 were not significant.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to broker commission recapture, adjustments to prior period accumulated balances, distribution re-designations and real estate investment trust (REIT) adjustments. These adjustments have no impact on net assets or the results of operations.

 

MSF-17


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Directed Brokerage Agreement - The Trust has entered into a directed brokerage arrangement with State Street Global Markets (“SSGM”). Under this arrangement, the Portfolio directs certain trades to SSGM in return for a recapture credit. SSGM issues a cash rebate to the Portfolio. Amounts paid to the Portfolio are shown separately as broker commission recapture on the Statement of Operations of the Portfolio. Additionally, these amounts have been excluded from the calculation of the net ratio of expenses to average net assets presented in the Financial Highlights for each share class.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio had direct investments in repurchase agreements with a gross value of $12,288,447. Additionally, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $12,960,992. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

 

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of

 

MSF-18


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

All securities on loan are classified as Common Stocks in the Portfolio’s Schedule of Investments as of December 31, 2016, with a contractual maturity of overnight and continuous.

3. Certain Risks

 

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

4. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 143,372,015      $ 0      $ 189,255,449  

5. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$3,806,996      0.900   Of the first $500 million
     0.850   On amounts in excess of $500 million

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. Loomis, Sayles & Company, L.P. is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

 

MSF-19


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Management Fee Waivers - Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum

   Average Daily Net Assets
0.050%    Of the first $200 million
0.100%    On the next $300 million
0.050%    On amounts in excess of $500 million

An identical expense agreement was in place for the period May 1, 2015 to April 30, 2016. Amounts waived for the year ended December 31, 2016 are shown as management fee waivers in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B and E Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E Shares. Under the Distribution and Service Plan, the Class B and E Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E Shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares and 0.15% per year for Class E Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

6. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

7. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$1,101,754    $ 410,528       $ 39,089,011       $ 60,274,042       $ 40,190,765       $ 60,684,570   

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
     Total  
$1,238,555    $ 30,081,353       $ 136,999,794       $       $ 168,319,702   

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010

 

MSF-20


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

(the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

8. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-21


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Loomis Sayles Small Cap Core Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Loomis Sayles Small Cap Core Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Loomis Sayles Small Cap Core Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-22


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-23


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and MSF)
to present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-24


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST)
to present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF)
to present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF)
to present
   Vice President, MetLife, Inc. (2013-present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST)
to present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-25


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-26


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee

 

MSF-27


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

*  *  *

Loomis Sayles Small Cap Core Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and Loomis, Sayles & Company, L.P. regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe for the one-, three-, and five-year periods ended June 30, 2016. The Board also considered that the Portfolio outperformed its Lipper Index for the three- and five-year periods, and underperformed for the one-year period ended June 30, 2016. The Board further considered that the Portfolio outperformed its benchmark, the Russell 2000 Index, for the five-year period ended October 31, 2016, and underperformed its benchmark for the one- and three-year periods ended October 31, 2016.

The Board also considered that the Portfolio’s actual management fees were above the Expense Group median, Expense Universe median and Sub-advised Expense Universe median. The Board also considered that the Portfolio’s total expenses (exclusive of 12b-l fees) were below the Expense Group median and Expense Universe median, and above the Sub-advised Expense Universe median. The Board noted that the Portfolio’s contractual management fees were above the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board further noted that the Portfolio’s contractual sub-advisory fees were above the averages of the Sub-advised Expense Group and the Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-28


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-29


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-30


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-31


Metropolitan Series Fund

Loomis Sayles Small Cap Core Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-32


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Managed By Loomis, Sayles & Company, L.P.

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, and E shares of the Loomis Sayles Small Cap Growth Portfolio returned 6.21%, 6.05%, and 6.16%, respectively. The Portfolio’s benchmark, the Russell 2000 Growth Index1, returned 11.32%.

MARKET ENVIRONMENT / CONDITIONS

Topped off by the post-election rally, 2016 was a strong performance year in absolute terms, with the small cap segment leading the market in the fourth quarter and for the year as a whole. The 21.3% annual return of the Russell 2000 Index compares to the 12.0% return of the large cap S&P 500 Index for the same period. Also worth noting is the market’s poor start to the year, as weak U.S. economic data points, fears of a premature tightening cycle by the Federal Reserve (the “Fed”), and a collapse in certain commodity prices resulted in a 15.9% decline in the Russell 2000 Index through the first 29 trading days of the year. Bond-like real estate investment trusts (“REITs”) and Utility stocks proved highly resilient during this initial downdraft, contributing to the wide lead value stocks achieved relative to growth stocks.

By mid-February, economic data points in the U.S. improved, commentary from the Fed struck a more accommodative note, and deflationary fears subsided as commodity prices recovered. The market resumed a steady march higher through year-end, with only a brief downdraft in late June following the United Kingdom’s referendum vote on European Union membership (“Brexit”) and again in October as the U.S. presidential election approached. From the February 11, 2016 low, the Russell 2000 Index rallied 44.3% through year-end, while the large cap S&P 500 Index increased 24.8%. Market leadership in the initial stages of the rally pivoted away from REITs and Utilities into more economically sensitive sectors such as Energy, Materials, Information Technology, and Industrials. Post-election, small cap stocks extended their gains beyond other market segments, with the Energy and Financials sectors leading the way.

PORTFOLIO REVIEW / PERIOD END POSITIONING

The Portfolio posted positive returns but fell short of the 11.32% return of the Russell 2000 Growth Index during the period, with stock selection accounting for the majority of the performance differential. Information Technology and Industrials were the largest detracting sectors in terms of stock selection. The Portfolio’s underweight position in the Materials sector also detracted from relative performance. A key driver within the Information Technology sector was the performance of the Portfolio’s software holdings. Stocks such as Guidewire and Demandware sold off dramatically in early February when many software companies declined. Some of their software peers reported challenging results and the entire group suffered. Conversely, when high-beta names rallied during the third quarter, and the slowest growers outperformed after the U.S. presidential election, these software names did not participate. Within Industrials, The Advisory Board Co. was the largest detracting stock. The consulting company reported an unexpected and material slowdown in its health care business, pressuring the stock. It ultimately triggered our stop-loss and was sold from the Portfolio.

Stock selection within the Health Care sector contributed positively to relative return. Stocks that detracted the most from performance during the year included Impax Laboratories and Acorda Therapeutics. Generic drug company Impax Laboratories reported disappointing results, as sales declined and guidance was reduced for the year. The decline in sales was largely attributed to increased competition and delays. Shares of biotechnology company Acorda Therapeutics were under pressure amidst patent concerns.

Top-performing individual holdings were Wix.com, Intersil Corporation, and MKS Instruments. Wix.com operates and develops web platforms for its customers. The company reported strong results over the course of the year as it gained share in the web development market; it is also successfully converting customers to its premium subscription offerings at higher price points. The semiconductor industry within the Information Technology sector was very strong during the year, and Intersil Corporation and MKS both contributed to the group’s strength. Intersil announced it would be acquired at an attractive premium, while MKS Instruments reported a strong quarter driven by robust strong core semiconductor demand and increasing synergies from a recent acquisition.

There were changes to the positioning of the Portfolio over the course of the year as a result of our individual stock decisions. The Portfolio’s Information Technology weight remained the largest absolute weight, however that weight decreased and the Portfolio’s overweight relative to the benchmark decreased. Within Information Technology, the Portfolio’s software weight decreased. Some of this was market action, and some of that decrease was due to sales of stocks after our stop-loss was triggered, or in one case, in advance of a takeout. The Portfolio’s exposure to the Consumer Discretionary sector also decreased over the year. Within that sector, we decreased exposure to the hotels, restaurants & leisure group by reducing and eliminating some of the Portfolio’s restaurants stocks. This was done as the group started to see some material slowdown in traffic and deflationary pressures. We also decreased the Portfolio’s specialty retail exposure; Restoration Hardware triggered our stop-loss, and Asbury Automotive was sold due to concerns around the auto market. The Portfolio’s absolute exposure to the Industrials sector increased over the course of the year. Coming into 2016, cyclical areas of the market like Industrials underperformed as a whole. We initiated positions in Industrials companies with solid secular growth prospects like Team, Inc. Team is a service provider to refinery and chemical companies with a dominant and growing market position. At year end, the Portfolio’s positioning relative to the major sectors in its benchmark was overweight to the Consumer Discretionary, Financials, and

 

MSF-1


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Managed By Loomis, Sayles & Company, L.P.

Portfolio Manager Commentary*—(Continued)

 

Health Care sectors, while slightly underweight in Industrials and neutral weight to the Information Technology sector.

Mark Burns

John Slavik

Portfolio Managers

Loomis, Sayles & Company, L.P.

 

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-2


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE RUSSELL 2000 GROWTH INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
Loomis Sayles Small Cap Growth Portfolio                 

Class A

       6.21           12.58           6.96   

Class B

       6.05           12.30           6.71   

Class E

       6.16           12.41           6.82   
Russell 2000 Growth Index        11.32           13.74           7.76   

1 The Russell 2000 Growth Index is an unmanaged measure of performance of those Russell 2000 companies (small capitalization companies) that have higher price-to book ratios and higher forecasted growth values.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 
MKS Instruments, Inc.      1.7   
WageWorks, Inc.      1.6   
Ultimate Software Group, Inc. (The)      1.4   
Pinnacle Financial Partners, Inc.      1.4   
HealthEquity, Inc.      1.4   
Monolithic Power Systems, Inc.      1.4   
Bright Horizons Family Solutions, Inc.      1.3   
MarketAxess Holdings, Inc.      1.3   
Inogen, Inc.      1.3   
Vail Resorts, Inc.      1.3   

Top Sectors

 

     % of
Net Assets
 
Information Technology      25.0   
Health Care      22.5   
Consumer Discretionary      17.9   
Industrials      16.5   
Financials      7.9   
Energy      2.7   
Telecommunication Services      2.1   
Consumer Staples      1.1   
Real Estate      0.6   

 

MSF-3


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

Loomis Sayles Small Cap Growth Portfolio

       
Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.87    $ 1,000.00         $ 1,082.30         $ 4.55   
   Hypothetical*      0.87    $ 1,000.00         $ 1,020.76         $ 4.42   

Class B(a)

   Actual      1.12    $ 1,000.00         $ 1,081.60         $ 5.86   
   Hypothetical*      1.12    $ 1,000.00         $ 1,019.51         $ 5.69   

Class E(a)

   Actual      1.02    $ 1,000.00         $ 1,082.30         $ 5.34   
   Hypothetical*      1.02    $ 1,000.00         $ 1,020.01         $ 5.18   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 5 of the Notes to Financial Statements.

 

 

MSF-4


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—96.3% of Net Assets

 

Security Description   Shares     Value  
Aerospace & Defense—1.2%  

Hexcel Corp.

    78,633      $ 4,044,882   
   

 

 

 
Air Freight & Logistics—0.6%  

Echo Global Logistics, Inc. (a)

    90,325        2,262,641   
   

 

 

 
Auto Components—2.3%  

Dorman Products, Inc. (a)

    52,745        3,853,550   

LCI Industries

    36,919        3,978,022   
   

 

 

 
      7,831,572   
   

 

 

 
Banks—4.5%  

Chemical Financial Corp.

    71,169        3,855,225   

Pinnacle Financial Partners, Inc.

    70,177        4,863,266   

PrivateBancorp, Inc.

    51,044        2,766,074   

Renasant Corp.

    94,152        3,975,098   
   

 

 

 
      15,459,663   
   

 

 

 
Biotechnology—3.3%  

Acceleron Pharma, Inc. (a) (b)

    65,098        1,661,301   

Genomic Health, Inc. (a)

    93,207        2,739,354   

Ironwood Pharmaceuticals, Inc. (a)

    213,342        3,261,999   

Lexicon Pharmaceuticals, Inc. (a) (b)

    147,251        2,036,481   

Prothena Corp. plc (a) (b)

    34,438        1,694,005   
   

 

 

 
      11,393,140   
   

 

 

 
Building Products—2.4%  

Apogee Enterprises, Inc.

    83,239        4,458,281   

Trex Co., Inc. (a)

    57,894        3,728,373   
   

 

 

 
      8,186,654   
   

 

 

 
Capital Markets—2.5%  

Financial Engines, Inc. (b)

    108,253        3,978,298   

MarketAxess Holdings, Inc.

    31,132        4,573,913   
   

 

 

 
      8,552,211   
   

 

 

 
Commercial Services & Supplies—2.0%  

Healthcare Services Group, Inc.

    89,451        3,503,795   

Team, Inc. (a)

    91,435        3,588,824   
   

 

 

 
      7,092,619   
   

 

 

 
Construction & Engineering—2.2%  

Granite Construction, Inc.

    81,822        4,500,210   

Primoris Services Corp.

    142,173        3,238,701   
   

 

 

 
      7,738,911   
   

 

 

 
Distributors—1.1%  

Pool Corp.

    36,564        3,815,088   
   

 

 

 
Diversified Consumer Services—3.7%  

Bright Horizons Family Solutions, Inc. (a)

    65,949        4,617,749   

Grand Canyon Education, Inc. (a)

    69,728        4,075,602   

Nord Anglia Education, Inc. (a) (b)

    180,202        4,198,706   
   

 

 

 
      12,892,057   
   

 

 

 
Security Description   Shares     Value  
Diversified Telecommunication Services—2.1%  

Cogent Communications Holdings, Inc.

    102,561      $ 4,240,897   

ORBCOMM, Inc. (a)

    372,498        3,080,559   
   

 

 

 
      7,321,456   
   

 

 

 
Electrical Equipment—1.1%  

Generac Holdings, Inc. (a)

    92,026        3,749,139   
   

 

 

 
Electronic Equipment, Instruments & Components—2.0%  

IPG Photonics Corp. (a)

    39,422        3,891,345   

Orbotech, Ltd. (a)

    94,624        3,161,388   
   

 

 

 
      7,052,733   
   

 

 

 
Energy Equipment & Services—1.6%  

Dril-Quip, Inc. (a)

    53,406        3,207,030   

Forum Energy Technologies, Inc. (a)

    109,812        2,415,864   
   

 

 

 
      5,622,894   
   

 

 

 
Food Products—1.1%  

Snyder’s-Lance, Inc.

    97,931        3,754,675   
   

 

 

 
Health Care Equipment & Supplies—9.5%  

AtriCure, Inc. (a)

    78,143        1,529,258   

Cynosure, Inc. - Class A (a)

    87,325        3,982,020   

Inogen, Inc. (a)

    67,437        4,529,743   

Insulet Corp. (a)

    101,238        3,814,648   

Integra LifeSciences Holdings Corp. (a)

    29,384        2,520,853   

Merit Medical Systems, Inc. (a)

    125,756        3,332,534   

Neogen Corp. (a)

    48,139        3,177,174   

Nevro Corp. (a)

    31,533        2,291,188   

NxStage Medical, Inc. (a)

    26,746        701,013   

Spectranetics Corp. (The) (a)

    126,984        3,111,108   

Wright Medical Group NV (a) (b)

    173,919        3,996,659   
   

 

 

 
      32,986,198   
   

 

 

 
Health Care Providers & Services—3.3%  

AMN Healthcare Services, Inc. (a)

    96,608        3,714,578   

Ensign Group, Inc. (The)

    123,583        2,744,778   

HealthEquity, Inc. (a)

    119,284        4,833,388   
   

 

 

 
      11,292,744   
   

 

 

 
Health Care Technology—1.4%  

Evolent Health, Inc. - Class A (a) (b)

    70,675        1,045,990   

Medidata Solutions, Inc. (a)

    77,097        3,829,408   
   

 

 

 
      4,875,398   
   

 

 

 
Hotels, Restaurants & Leisure—4.6%  

Chuy’s Holdings, Inc. (a)

    104,214        3,381,744   

Planet Fitness, Inc. - Class A (b)

    172,005        3,457,301   

Texas Roadhouse, Inc.

    44,336        2,138,769   

Vail Resorts, Inc.

    27,943        4,507,485   

Wingstop, Inc. (b)

    85,081        2,517,547   
   

 

 

 
      16,002,846   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

    
    
Security Description
  Shares     Value  
Household Durables—2.4%  

Installed Building Products, Inc. (a)

    71,877      $ 2,968,520   

iRobot Corp. (a)

    55,012        3,215,451   

Universal Electronics, Inc. (a)

    31,250        2,017,188   
   

 

 

 
      8,201,159   
   

 

 

 
Internet Software & Services—6.5%  

2U, Inc. (a) (b)

    109,245        3,293,737   

Criteo S.A. (ADR) (a) (b)

    49,674        2,040,608   

Envestnet, Inc. (a)

    94,317        3,324,674   

LogMeIn, Inc.

    44,123        4,260,075   

Q2 Holdings, Inc. (a)

    134,212        3,872,016   

Quotient Technology, Inc. (a) (b)

    157,809        1,696,447   

Wix.com, Ltd. (a)

    92,498        4,120,786   
   

 

 

 
      22,608,343   
   

 

 

 
IT Services—3.5%  

EPAM Systems, Inc. (a)

    25,675        1,651,159   

Euronet Worldwide, Inc. (a)

    59,453        4,306,181   

ExlService Holdings, Inc. (a)

    43,769        2,207,709   

InterXion Holding NV (a)

    110,190        3,864,363   
   

 

 

 
      12,029,412   
   

 

 

 
Life Sciences Tools & Services—2.8%  

Accelerate Diagnostics, Inc. (a) (b)

    95,285        1,977,164   

INC Research Holdings, Inc. - Class A (a)

    78,090        4,107,534   

PRA Health Sciences, Inc. (a)

    68,122        3,754,884   
   

 

 

 
      9,839,582   
   

 

 

 
Machinery—3.4%  

Astec Industries, Inc.

    61,035        4,117,421   

Middleby Corp. (The) (a)

    29,360        3,781,862   

RBC Bearings, Inc. (a)

    43,816        4,066,563   
   

 

 

 
      11,965,846   
   

 

 

 
Oil, Gas & Consumable Fuels—1.1%  

PDC Energy, Inc. (a)

    52,060        3,778,515   
   

 

 

 
Pharmaceuticals—2.2%  

Dermira, Inc. (a)

    76,011        2,305,414   

Medicines Co. (The) (a) (b)

    64,531        2,190,182   

Supernus Pharmaceuticals, Inc. (a)

    124,079        3,132,995   
   

 

 

 
      7,628,591   
   

 

 

 
Professional Services—1.6%  

WageWorks, Inc. (a)

    77,003        5,582,717   
   

 

 

 
Real Estate Management & Development—0.6%  

HFF, Inc. - Class A

    63,634        1,924,928   
   

 

 

 
Semiconductors & Semiconductor Equipment—6.4%  

Inphi Corp. (a)

    90,136        4,021,868   

Intersil Corp. - Class A

    78,467        1,749,814   
Security Description   Shares/
Principal
Amount*
    Value  
Semiconductors & Semiconductor Equipment—(Continued)  

MKS Instruments, Inc.

    96,419      5,727,289   

Monolithic Power Systems, Inc.

    58,815        4,818,713   

Semtech Corp. (a)

    55,461        1,749,795   

Silicon Laboratories, Inc. (a)

    63,894        4,153,110   
   

 

 

 
      22,220,589   
   

 

 

 
Software—6.6%  

Blackbaud, Inc.

    52,036        3,330,304   

Callidus Software, Inc. (a)

    180,887        3,038,902   

CommVault Systems, Inc. (a)

    53,548        2,752,367   

Guidewire Software, Inc. (a)

    87,845        4,333,394   

HubSpot, Inc. (a)

    31,061        1,459,867   

RingCentral, Inc. - Class A (a)

    152,117        3,133,610   

Ultimate Software Group, Inc. (The) (a)

    26,880        4,901,568   
   

 

 

 
      22,950,012   
   

 

 

 
Specialty Retail—1.5%  

Monro Muffler Brake, Inc.

    29,124        1,665,893   

Tile Shop Holdings, Inc. (a)

    186,839        3,652,702   
   

 

 

 
      5,318,595   
   

 

 

 
Textiles, Apparel & Luxury Goods—2.3%  

Columbia Sportswear Co.

    55,319        3,225,098   

Oxford Industries, Inc.

    28,770        1,729,940   

Steven Madden, Ltd. (a)

    88,908        3,178,461   
   

 

 

 
      8,133,499   
   

 

 

 
Thrifts & Mortgage Finance—1.0%  

Essent Group, Ltd. (a)

    105,962        3,429,990   
   

 

 

 
Trading Companies & Distributors—1.9%  

Beacon Roofing Supply, Inc. (a)

    69,066        3,181,871   

SiteOne Landscape Supply, Inc. (a)

    100,836        3,502,034   
   

 

 

 
      6,683,905   
   

 

 

 

Total Common Stocks
(Cost $262,601,540)

      334,223,204   
   

 

 

 
Short-Term Investment—3.9%   
Repurchase Agreement—3.9%  

Fixed Income Clearing Corp. Repurchase Agreement dated 12/30/16 at 0.030% to be repurchased at $13,468,015 on 01/03/17, collateralized by $13,795,000 U.S. Treasury Note at 1.625% due 11/30/20 with a value of $13,738,027.

    13,467,970        13,467,970   
   

 

 

 

Total Short-Term Investments
(Cost $13,467,970)

      13,467,970   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (c)—8.6%

 

Security Description   Principal
Amount*
    Value  
Certificates of Deposit—4.5%  

Bank of Tokyo UFJ, Ltd., New York
1.121%, 02/28/17 (d)

    900,000     $ 900,018  

Barclays New York
0.894%, 02/10/17 (d)

    1,000,000       1,000,323  

Chiba Bank, Ltd., New York
0.870%, 01/10/17

    900,000       900,021  

0.950%, 02/02/17

    400,000       400,055  

Credit Suisse AG New York
1.444%, 04/24/17 (d)

    1,200,000       1,200,282  

DNB NOR Bank ASA
1.130%, 07/28/17 (d)

    400,000       399,930  

DZ Bank AG New York
1.010%, 02/27/17

    1,400,000       1,400,405  

KBC Brussells
1.050%, 01/27/17

    800,000       800,152  

Landesbank Hessen-Thüringen London
Zero Coupon, 01/24/17

    1,197,246       1,199,484  

Mizuho Bank, Ltd., New York
1.336%, 05/17/17

    750,000       749,928  

1.361%, 04/26/17 (d)

    1,000,000       999,949  

National Australia Bank London
1.182%, 11/09/17 (d)

    500,000       498,760  

Shizuoka Bank New York
0.840%, 01/03/17

    700,000       700,003  

Sumitomo Bank New York
1.212%, 06/05/17 (d)

    1,500,000       1,499,970  

Sumitomo Mitsui Banking Corp. London
Zero Coupon, 02/06/17

    299,194       299,784  

Sumitomo Mitsui Trust Bank, Ltd., London
1.262%, 05/08/17 (d)

    250,000       250,458  

Sumitomo Mitsui Trust Bank, Ltd., New York
1.194%, 06/02/17 (d)

    100,000       99,985  

1.351%, 04/26/17 (d)

    1,000,000       1,000,118  

UBS, Stamford
1.084%, 05/12/17 (d)

    500,000       499,962  

Wells Fargo Bank San Francisco N.A.
1.231%, 04/26/17 (d)

    400,000       400,112  

1.264%, 10/26/17 (d)

    400,000       400,273  
   

 

 

 
      15,599,972  
   

 

 

 
Commercial Paper—2.1%  

Atlantic Asset Securitization LLC
1.040%, 02/03/17

    1,395,753       1,398,778  

Den Norske ASA
1.206%, 04/27/17 (d)

    400,000       400,021  

HSBC plc
1.216%, 04/25/17 (d)

    1,100,000       1,099,953  

Kells Funding LLC
1.040%, 01/19/17

    99,648       99,961  

Macquarie Bank, Ltd.
0.930%, 01/19/17

    997,623       999,383  

National Australia Bank, Ltd.
1.288%, 12/06/17 (d)

    1,000,000       1,000,002  

Oversea-Chinese Banking Corp., Ltd.
0.890%, 02/21/17

    498,863       499,336  
Commercial Paper—(Continued)  

Sheffield Receivables Co.
1.050%, 01/06/17

    249,315     249,968  

Suncorp Metway, Ltd.
0.930%, 02/09/17

    498,812       499,446  

Victory Receivables Corp.
1.050%, 01/04/17

    249,278       249,982  

Westpac Banking Corp.
1.232%, 10/20/17 (d)

    700,000       701,222  
   

 

 

 
      7,198,052  
   

 

 

 
Repurchase Agreements—1.5%  

Citigroup Global Markets Ltd. Repurchase Agreement dated 12/29/16 at 0.710% to be repurchased at $400,039 on 01/03/17, collateralized by $403,495 U.S. Treasury and Foreign Obligations with rates ranging from 1.750% - 2.750%, maturity dates ranging from 10/15/19 - 11/15/23, with a value of $408,000.

    400,000       400,000  

Deutsche Bank AG, London

   

Repurchase Agreement dated 12/30/16 at 0.950% to be repurchased at $200,021 on 01/03/17, collateralized by $204,180 Foreign Obligations with rates ranging from 1.750% - 2.500%, maturity dates ranging from 09/05/19 - 11/20/24, with a value of $204,001.

    200,000       200,000  

Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $1,400,382 on 01/03/17, collateralized by various Common Stock with a value of $1,556,177.

    1,400,000       1,400,000  

Deutsche Bank Securities, Inc.
Repurchase Agreement dated 10/18/16 at 1.110% to be repurchased at $1,004,193 on 03/03/17, collateralized by various Common Stock with a value of $1,100,000.

    1,000,000       1,000,000  

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $310,615 on 01/03/17, collateralized by $1,598,405 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $316,811.

    310,600       310,600  

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/27/16 at 0.580% to be repurchased at $500,056 on 01/03/17, collateralized by $494,678 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $510,258.

    500,000       500,000  

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (c)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Repurchase Agreements—(Continued)  

Merrill Lynch, Pierce, Fenner & Smith, Inc. Repurchase Agreement dated 10/26/16 at 1.160% to be repurchased at $502,562 on 04/03/17, collateralized by various Common Stock with a value of $550,000.

    500,000     $ 500,000  

Pershing LLC
Repurchase Agreement dated 12/30/16 at 0.680% to be repurchased at $1,000,076 on 01/03/17, collateralized by $1,467,364 U.S. Government Agency Obligations with rates ranging from 0.625% - 11.018%, maturity dates ranging from 01/17/17 - 08/20/66, with a value of $1,020,000.

    1,000,000       1,000,000  
   

 

 

 
      5,310,600  
   

 

 

 
Time Deposits—0.5%  

OP Corporate Bank plc
1.010%, 01/04/17

    500,000       500,000  

1.200%, 01/23/17

    500,000       500,000  
Time Deposits—(Continued)  

Shinkin Central Bank
1.200%, 01/27/17

    400,000     400,000  

1.220%, 01/26/17

    400,000       400,000  
   

 

 

 
      1,800,000  
   

 

 

 

Total Securities Lending Reinvestments
(Cost $29,906,864)

      29,908,624  
   

 

 

 

Total Investments—108.8%
(Cost $305,976,374) (e)

      377,599,798  

Other assets and liabilities (net)—(8.8)%

      (30,532,229
   

 

 

 
Net Assets—100.0%     $ 347,067,569  
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) Non-income producing security.
(b) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $28,999,595 and the collateral received consisted of cash in the amount of $29,896,331. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(c) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(d) Variable or floating rate security. The stated rate represents the rate at December 31, 2016.
(e) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $306,100,928. The aggregate unrealized appreciation and depreciation of investments were $77,564,092 and $(6,065,222), respectively, resulting in net unrealized appreciation of $71,498,870 for federal income tax purposes.
(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

 

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2     Level 3      Total  

Total Common Stocks*

   $ 334,223,204      $     $      $ 334,223,204  

Total Short-Term Investment*

            13,467,970              13,467,970  

Total Securities Lending Reinvestments*

            29,908,624              29,908,624  

Total Investments

   $ 334,223,204      $ 43,376,594     $      $ 377,599,798  
                                    

Collateral for Securities Loaned (Liability)

   $      $ (29,896,331   $      $ (29,896,331

 

* See Schedule of Investments for additional detailed categorizations.

 

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

  

Investments at value (a) (b)

   $ 377,599,798   

Receivable for:

  

Investments sold

     2,309,156   

Fund shares sold

     10,630   

Dividends and interest

     73,623   

Prepaid expenses

     991   
  

 

 

 

Total Assets

     379,994,198   

Liabilities

  

Due to custodian

     40,963   

Collateral for securities loaned

     29,896,331   

Payables for:

  

Investments purchased

     2,396,951   

Fund shares redeemed

     182,238   

Accrued Expenses:

  

Management fees

     243,417   

Distribution and service fees

     13,799   

Deferred trustees’ fees

     92,334   

Other expenses

     60,596   
  

 

 

 

Total Liabilities

     32,926,629   
  

 

 

 

Net Assets

   $ 347,067,569   
  

 

 

 

Net Assets Consist of:

  

Paid in surplus

   $ 258,912,299   

Accumulated net investment loss

     (92,334

Accumulated net realized gain

     16,624,180   

Unrealized appreciation on investments

     71,623,424   
  

 

 

 

Net Assets

   $ 347,067,569   
  

 

 

 

Net Assets

  

Class A

   $ 280,550,786   

Class B

     60,124,385   

Class E

     6,392,398   

Capital Shares Outstanding*

  

Class A

     22,693,501   

Class B

     5,157,993   

Class E

     534,239   

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 12.36   

Class B

     11.66   

Class E

     11.97   

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $305,976,374.
(b) Includes securities loaned at value of $28,999,595.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

  

Dividends

   $ 2,178,228   

Interest

     3,586   

Securities lending income

     740,089   

Other income (a)

     71,844   
  

 

 

 

Total investment income

     2,993,747   

Expenses

  

Management fees

     3,127,503   

Administration fees

     11,481   

Custodian and accounting fees

     25,323   

Distribution and service fees—Class B

     148,409   

Distribution and service fees—Class E

     9,382   

Audit and tax services

     42,040   

Legal

     33,031   

Trustees’ fees and expenses

     45,247   

Shareholder reporting

     27,607   

Insurance

     2,538   

Miscellaneous

     13,434   
  

 

 

 

Total expenses

     3,485,995   

Less management fee waiver

     (297,500

Less broker commission recapture

     (30,158
  

 

 

 

Net expenses

     3,158,337   
  

 

 

 

Net Investment Loss

     (164,590
  

 

 

 

Net Realized and Unrealized Gain

  

Net realized gain on investments

     16,681,440   
  

 

 

 

Net change in unrealized appreciation on investments

     3,075,213   
  

 

 

 

Net realized and unrealized gain

     19,756,653   
  

 

 

 

Net Increase in Net Assets from Operations

   $ 19,592,063   
  

 

 

 

 

(a) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

    

From Operations

    

Net investment loss

   $ (164,590   $ (1,260,982

Net realized gain

     16,681,440        37,917,212   

Net change in unrealized appreciation (depreciation)

     3,075,213        (26,535,612
  

 

 

   

 

 

 

Increase in net assets from operations

     19,592,063        10,120,618   
  

 

 

   

 

 

 

From Distributions to Shareholders

    

Net realized capital gains

    

Class A

     (30,426,236     (44,382,310

Class B

     (6,865,485     (9,707,264

Class E

     (718,244     (989,641
  

 

 

   

 

 

 

Total distributions

     (38,009,965     (55,079,215
  

 

 

   

 

 

 

Decrease in net assets from capital share transactions

     (16,090,966     (8,519,617
  

 

 

   

 

 

 

Total decrease in net assets

     (34,508,868     (53,478,214

Net Assets

    

Beginning of period

     381,576,437        435,054,651   
  

 

 

   

 

 

 

End of period

   $ 347,067,569      $ 381,576,437   
  

 

 

   

 

 

 

Accumulated net investment loss

    

End of period

   $ (92,334   $ (75,670
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

  

Sales

     443,531      $ 5,365,293        645,881      $ 9,161,574   

Reinvestments

     2,678,366        30,426,236        3,105,830        44,382,310   

Redemptions

     (4,200,459     (51,411,522     (4,186,056     (62,909,035
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (1,078,562   $ (15,619,993     (434,345   $ (9,365,151
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

  

Sales

     305,780      $ 3,440,459        404,722      $ 5,444,875   

Reinvestments

     640,437        6,865,485        713,245        9,707,264   

Redemptions

     (948,429     (10,789,006     (1,051,110     (14,562,399
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (2,212   $ (483,062     66,857      $ 589,740   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

  

Sales

     27,839      $ 333,581        52,679      $ 746,067   

Reinvestments

     65,295        718,244        71,146        989,641   

Redemptions

     (89,074     (1,039,736     (106,077     (1,479,914
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     4,060      $ 12,089        17,748      $ 255,794   
  

 

 

   

 

 

   

 

 

   

 

 

 

Decrease derived from capital shares transactions

     $ (16,090,966     $ (8,519,617
    

 

 

     

 

 

 

 

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Financial Highlights

 

Selected per share data                                  
     Class A  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 13.07     $ 14.70      $ 16.55      $ 11.13      $ 10.01  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

 

Net investment loss (a)

     (0.00 )(b)(c)      (0.04      (0.06      (0.07      (0.03

Net realized and unrealized gain on investments

     0.69       0.47        0.11        5.49        1.15  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.69       0.43        0.05        5.42        1.12  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

 

Distributions from net realized capital gains

     (1.40     (2.06      (1.90      0.00        0.00  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (1.40     (2.06      (1.90      0.00        0.00  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 12.36     $ 13.07      $ 14.70      $ 16.55      $ 11.13  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (d)

     6.21       1.73        1.22        48.70        11.19  

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     0.96       0.95        0.95        0.95        0.96  

Net ratio of expenses to average net assets (%) (e)

     0.87       0.86        0.86        0.86        0.87  

Ratio of net investment loss to average net assets (%)

     (0.00 )(c)(f)      (0.26      (0.40      (0.53      (0.26

Portfolio turnover rate (%)

     53       64        56        58        74  

Net assets, end of period (in millions)

   $ 280.6     $ 310.7      $ 355.8      $ 402.4      $ 311.0  

 

     Class B  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 12.43     $ 14.11      $ 16.01      $ 10.79      $ 9.73  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

 

Net investment loss (a)

     (0.03 )(c)      (0.07      (0.09      (0.10      (0.05

Net realized and unrealized gain on investments

     0.66       0.45        0.09        5.32        1.11  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.63       0.38        0.00        5.22        1.06  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

 

Distributions from net realized capital gains

     (1.40     (2.06      (1.90      0.00        0.00  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (1.40     (2.06      (1.90      0.00        0.00  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 11.66     $ 12.43      $ 14.11      $ 16.01      $ 10.79  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (d)

     6.05       1.43        0.94        48.38        10.89  

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     1.21       1.20        1.20        1.20        1.21  

Net ratio of expenses to average net assets (%) (e)

     1.12       1.11        1.11        1.11        1.12  

Ratio of net investment loss to average net assets (%)

     (0.25 )(c)      (0.51      (0.65      (0.77      (0.51

Portfolio turnover rate (%)

     53       64        56        58        74  

Net assets, end of period (in millions)

   $ 60.1     $ 64.2      $ 71.9      $ 80.7      $ 60.4  

Please see following page for Financial Highlights footnote legend.

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Financial Highlights

 

Selected per share data                                  
     Class E  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 12.71      $ 14.37       $ 16.25       $ 10.94       $ 9.86   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment loss (a)

     (0.02 )(c)      (0.06      (0.08      (0.09      (0.04

Net realized and unrealized gain on investments

     0.68        0.46         0.10         5.40         1.12   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.66        0.40         0.02         5.31         1.08   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net realized capital gains

     (1.40     (2.06      (1.90      0.00         0.00   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (1.40     (2.06      (1.90      0.00         0.00   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 11.97      $ 12.71       $ 14.37       $ 16.25       $ 10.94   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (d)

     6.16        1.55         1.05         48.54         10.95   

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     1.11        1.10         1.10         1.10         1.11   

Net ratio of expenses to average net assets (%) (e)

     1.02        1.01         1.01         1.01         1.02   

Ratio of net investment loss to average net assets (%)

     (0.15 )(c)      (0.41      (0.55      (0.67      (0.41

Portfolio turnover rate (%)

     53        64         56         58         74   

Net assets, end of period (in millions)

   $ 6.4      $ 6.7       $ 7.4       $ 8.7       $ 6.3   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Net investment loss was less than $0.01.
(c) Net investment income per share and the ratio of net investment income to average net assets include a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which amounted to less than $0.01 per share and 0.02% of average net assets, respectively.
(d) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(e) Includes the effects of management fee waivers (see Note 5 of the Notes to Financial Statements).
(f) Ratio of net investment loss to average net assets was less than (0.01)%.

 

 

See accompanying notes to financial statements.

 

MSF-13


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is Loomis Sayles Small Cap Growth Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers three classes of shares: Class A, B and E shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to

 

MSF-14


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Due to Custodian - Pursuant to the custodian agreement, State Street Bank and Trust Company (SSBT) may, in its discretion, advance funds to the Portfolio to make properly authorized payments. When such payments result in an overdraft, the Portfolio is obligated to repay SSBT at the current rate of interest charged by SSBT for secured loans (currently, the Federal Funds rate plus 2%). This obligation is payable on demand to SSBT. SSBT has a lien on a Portfolio’s assets to the extent of any overdraft. At December 31, 2016, the Portfolio had a payment due to SSBT pursuant to the foregoing arrangement of $40,963. Based on the short-term nature of these payments and the variable interest rate, the carrying value of the overdraft advances apporximated its fair value at December 31, 2016. If measured at fair value, overdraft advances would have been considered as Level 2 in the fair value hierarchy at December 31, 2016. The Portfolio’s average overdraft advances during the year ended December 31, 2016 were not significant.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to net operating losses, adjustments to prior period accumulated balances and broker commission recapture. These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its

 

MSF-15


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Directed Brokerage Agreement - The Trust has entered into a directed brokerage arrangement with State Street Global Markets (“SSGM”). Under this arrangement, the Portfolio directs certain trades to SSGM in return for a recapture credit. SSGM issues a cash rebate to the Portfolio. Amounts paid to the Portfolio are shown separately as broker commission recapture on the Statement of Operations of the Portfolio. Additionally, these amounts have been excluded from the calculation of the net ratio of expenses to average net assets presented in the Financial Highlights for each share class.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio had direct investments in repurchase agreements with a gross value of $13,467,970. Additionally, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $5,310,600. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

 

MSF-16


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

All securities on loan are classified as Common Stocks in the Portfolio’s Schedule of Investments as of December 31, 2016, with a contractual maturity of overnight and continuous.

3. Certain Risks

 

In the normal course of business, the Underlying Portfolios invest in securities and enter into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

4. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 179,328,621       $ 0       $ 236,754,945   

5. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average daily net assets
$3,127,503      0.900   Of the first $500 million
     0.850   On amounts in excess of $500 million

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. Loomis, Sayles & Company, L.P. is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

 

MSF-17


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Management Fee Waivers - Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum    Average daily net assets
0.050%    On the first $100 million
0.100%    On the next $400 million
0.050%    On amounts in excess of $500 million

An identical expense agreement was in place for the period May 1, 2015 to April 30, 2016. Amounts waived for the year ended December 31, 2016 are shown as management fee waivers in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B and E Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E Shares. Under the Distribution and Service Plan, the Class B and E Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E Shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares and 0.15% per year for Class E Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

6. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

7. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$—    $       $ 38,009,965       $ 55,079,215       $ 38,009,965       $ 55,079,215   

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
     Total  
$—    $ 16,748,734       $ 71,498,870       $       $ 88,247,604   

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained

 

MSF-18


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

8. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-19


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Loomis Sayles Small Cap Growth Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Loomis Sayles Small Cap Growth Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Loomis Sayles Small Cap Growth Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-20


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-21


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and MSF)
to present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-22


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST)
to present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF)
to present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF)
to present
   Vice President, MetLife, Inc. (2013-present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST)
to present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-23


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-24


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee

 

MSF-25


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

*  *  *

Loomis Sayles Small Cap Growth Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and Loomis, Sayles & Company, L.P. regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe for the five-year period ended June 30, 2016, and underperformed its Performance Universe for the one- and three-year periods ended June 30, 2016. The Board also considered that the Portfolio outperformed its Lipper Index for the one-, three-, and five-year periods. The Board further considered that the Portfolio underperformed its benchmark, the Russell 2000 Growth Index, for the one-, three-, and five-year periods ended October 31, 2016.

The Board also noted that the Portfolio’s actual management fees were below the Expense Group median and Expense Universe median and above the Sub-advised Expense Universe median. The Board considered that the Portfolio’s total expenses (exclusive of 12b-1 fees) were below the Expense Group median and Expense Universe median and equal to the Sub-advised Expense Universe median. The Board further noted that the Portfolio’s contractual management fees were above the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also took into account that the Portfolio’s contractual sub-advisory fees were above the averages of the Sub-advised Expense Universe and equal to the Sub-advised Expense Group at the Portfolio’s current size.

 

MSF-26


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-27


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-28


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-29


Metropolitan Series Fund

Loomis Sayles Small Cap Growth Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-30


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Managed by Artisan Partners Limited Partnership

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, and E shares of the Met/Artisan Mid Cap Value Portfolio returned 22.96%, 22.65%, and 22.78%, respectively. The Portfolio’s benchmark, the Russell Midcap Value Index1, returned 20.00%.

MARKET ENVIRONMENT / CONDITIONS

U.S. stocks advanced across the market-cap spectrum, finishing 2016 with meaningful gains. In a reversal of 2015, value stocks bested growth stocks in 2016, and small-cap stocks outpaced both mid- and large-cap stocks. The Russell Midcap Value Index finished the year ahead of the Russell 1000 Value Index, though it trailed the Russell 2000 Value Index. On a sector level, Materials, Energy, and Industrials outperformed while Health Care, Consumer Discretionary, and Consumer Staples lagged.

On the back of a strong post-election bounce, U.S. equities led foreign developed equities in 2016, followed closely by emerging markets. While most global economies grew modestly in the year, there were nascent signs economic growth may have broadened out, as more cyclical stocks outperformed over the period, particularly in the second half of the year. Cyclical stocks also benefited from the sharp rebound in oil prices over the year after bottoming in February.

PORTFOLIO REVIEW / PERIOD END POSITIONING

The Portfolio outperformed the Russell Midcap Value Index in 2016. Areas of the market that previously had been unloved for some time seemed to find their footing in 2016, as the strong momentum factors that had been a headwind to good quality but deeply discounted companies over the last few years abated—at least in the near term.

The Portfolio’s below-benchmark positioning to Real Estate, Health Care, Utilities, and Consumer Staples was a positive contributor to relative performance in 2016. Our exposure to these areas has not been driven by any top-down, macro views. Rather, it’s a byproduct of our bottom-up approach that has led us away from these perceived safe areas of the market, as valuations appeared stretched.

Following that same vein, a number of the Portfolio’s more global cyclical holdings in Energy, Industrials, and Materials were standout performers this year. Energy exploration and production companies Devon, Apache, and Hess rebounded following a weak start to the year, finishing 2016 with strong returns. As the stocks dipped with commodity prices earlier in the year, we built on the Portfolio’s positions. We believed these quality companies were positioned well to survive a prolonged downturn. In our view, as the fundamental supply and demand pressures in oil markets showed signs of rebalancing, oil prices rebounded, boosting the Portfolio’s Energy holdings. Shares advanced further on news of the Organization of the Petroleum Exporting Countries production cut agreement. Our conviction in these names remained and we believed the equities are still pricing in the lower end of our normalized oil price range.

On the downside, shares of Liberty Interactive, an Internet commerce business that owns QVC® shopping network, weighed on results as the company cautioned a recent deceleration in demand on the backdrop of a continually difficult U.S. retailing environment. Further, concerns of encroachment by online retailers sparked doubt in investors’ minds about the company’s long-term success. We acknowledged the fears, but believed the company’s business model remained attractive—it’s a solid player in a niche industry, has an extremely loyal customer base, favorable vendor terms and low operating costs. Further, at period end, the company is repurchasing shares, and we have confidence in management’s capital allocation skills.

Our Portfolio positioning is an active decision based on our bottom-up investment approach. We stayed true to our philosophy and process the past few years despite the challenging market environment, building a portfolio that looked significantly different from the Index. We eschewed stocks we believed were too richly priced, such as the less cyclical and momentum driven names. In our view, valuations in these perceived-stable areas of the market had gone too far, and would eventually revert back to historical valuation levels. Instead of chasing momentum, we took an opposing view toward fear and uncertainty and invested in stocks that had lived through a massive bear market while the broader market had hit new highs. It is our belief that valuations, business strength and financial condition ultimately matter much more than any sentiment swings.

As sentiment seemed to reverse in 2016, we began to see pockets of opportunity open up in the market. And while the less cyclical names still didn’t appear cheap at period end, the valuation gap between cyclicals and non-cyclicals had been reduced. However, it’s important to note that stocks were generally positive across the board, with fewer significant areas of pain and suffering in the market. Cyclical names were strong in absolute terms, while weakness in non-cyclical names came largely on a relative basis.

 

MSF-1


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Managed by Artisan Partners Limited Partnership

Portfolio Manager Commentary*—(Continued)

 

At year end, we continued to focus on what we can control, and aimed to put the business, balance sheet, and valuation on our side. As of December 31, 2016, the Portfolio was most notably overweight the Consumer Discretionary, Information Technology, Financials, and Materials sectors, and most notably underweight the Real Estate, Utilities, and Consumer Staples sectors.

James C. Kieffer

George O. Sertl

Daniel L. Kane

Portfolio Managers

Artisan Partners Limited Partnership

 

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-2


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE RUSSELL MIDCAP VALUE INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
Met/Artisan Mid Cap Value Portfolio                 

Class A

       22.96           11.68           4.27   

Class B

       22.65           11.40           4.01   

Class E

       22.78           11.52           4.12   
Russell Midcap Value Index        20.00           15.70           7.59   

1 The Russell Midcap Value Index is an unmanaged measure of performance of those Russell Midcap companies (the 800 smallest companies in the Russell 1000 Index) with lower price-to-book ratios and forecasted growth values.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 
Devon Energy Corp.      4.0   
Air Lease Corp.      3.5   
Alleghany Corp.      3.2   
Apache Corp.      3.1   
Hess Corp.      2.8   
Arrow Electronics, Inc.      2.7   
Avnet, Inc.      2.7   
Celanese Corp. - Series A      2.7   
Fifth Third Bancorp      2.6   
Torchmark Corp.      2.4   

Top Sectors

 

     % of
Net Assets
 
Financials      23.3   
Consumer Discretionary      17.3   
Information Technology      14.1   
Industrials      13.2   
Energy      11.6   
Materials      9.3   
Health Care      1.7   
Utilities      1.4   
Real Estate      0.8   

 

MSF-3


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

Met/Artisan Mid Cap Value Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A

   Actual      0.85    $ 1,000.00         $ 1,119.40         $ 4.53   
   Hypothetical*      0.85    $ 1,000.00         $ 1,020.86         $ 4.32   

Class B

   Actual      1.10    $ 1,000.00         $ 1,118.00         $ 5.86   
   Hypothetical*      1.10    $ 1,000.00         $ 1,019.61         $ 5.58   

Class E

   Actual      1.00    $ 1,000.00         $ 1,118.50         $ 5.33   
   Hypothetical*      1.00    $ 1,000.00         $ 1,020.11         $ 5.08   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

 

MSF-4


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—92.7% of Net Assets

 

Security Description   Shares     Value  
Aerospace & Defense—1.5%  

Rockwell Collins, Inc.

    187,231      $ 17,367,548   
   

 

 

 
Auto Components—2.0%  

Gentex Corp. (a)

    1,162,040        22,880,568   
   

 

 

 
Automobiles—1.5%  

Harley-Davidson, Inc. (a)

    283,828        16,558,525   
   

 

 

 
Banks—4.8%  

Fifth Third Bancorp

    1,078,696        29,092,431   

M&T Bank Corp. (a)

    160,135        25,049,918   
   

 

 

 
      54,142,349   
   

 

 

 
Capital Markets—1.3%  

Intercontinental Exchange, Inc.

    253,492        14,302,019   
   

 

 

 
Chemicals—5.9%  

Agrium, Inc. (a)

    175,040        17,600,272   

Celanese Corp. - Series A

    387,312        30,496,947   

Mosaic Co. (The)

    636,345        18,663,999   
   

 

 

 
      66,761,218   
   

 

 

 
Construction & Engineering—3.9%  

Fluor Corp.

    459,659        24,141,291   

Jacobs Engineering Group, Inc. (b)

    359,329        20,481,753   
   

 

 

 
      44,623,044   
   

 

 

 
Diversified Consumer Services—1.6%  

H&R Block, Inc. (a)

    812,109        18,670,386   
   

 

 

 
Electric Utilities—1.5%  

OGE Energy Corp. (a)

    498,048        16,659,706   
   

 

 

 
Electrical Equipment—0.5%  

Hubbell, Inc.

    44,753        5,222,675   
   

 

 

 
Electronic Equipment, Instruments & Components—8.6%  

Arrow Electronics, Inc. (b)

    430,130        30,668,269   

Avnet, Inc.

    643,929        30,657,460   

FLIR Systems, Inc.

    371,415        13,441,509   

Keysight Technologies, Inc. (b)

    622,508        22,765,117   
   

 

 

 
      97,532,355   
   

 

 

 
Health Care Providers & Services—1.7%  

AmerisourceBergen Corp. (a)

    245,967        19,232,160   
   

 

 

 
Insurance—15.8%  

Alleghany Corp. (b)

    59,592        36,239,087   

Allied World Assurance Co. Holdings AG (a)

    433,901        23,304,823   

Allstate Corp. (The)

    285,722        21,177,715   

Aon plc

    180,450        20,125,588   

Arch Capital Group, Ltd. (b)

    295,542        25,502,319   

Loews Corp.

    359,843        16,851,448   

Progressive Corp. (The)

    276,914        9,830,447   
Insurance—(Continued)  

Torchmark Corp. (a)

    371,171      27,377,573   
   

 

 

 
      180,409,000   
   

 

 

 
Internet & Direct Marketing Retail—4.7%  

Liberty Expedia Holdings, Inc. - Class A (b)

    226,643        8,990,928   

Liberty Interactive Corp. - Class A (b)

    1,264,926        25,273,221   

Liberty Ventures - Series A (b)

    528,649        19,491,289   
   

 

 

 
      53,755,438   
   

 

 

 
Internet Software & Services—1.9%  

IAC/InterActiveCorp (b)

    330,257        21,397,351   
   

 

 

 
Marine—1.8%  

Kirby Corp. (a) (b)

    311,395        20,707,767   
   

 

 

 
Media—4.5%  

News Corp. - Class A

    1,560,723        17,885,886   

Omnicom Group, Inc.

    283,187        24,102,045   

TEGNA, Inc. (a)

    445,470        9,528,603   
   

 

 

 
      51,516,534   
   

 

 

 
Metals & Mining—3.4%  

Goldcorp, Inc. (a)

    1,758,340        23,913,424   

Kinross Gold Corp. (b)

    4,817,118        14,981,237   
   

 

 

 
      38,894,661   
   

 

 

 
Mortgage Real Estate Investment Trusts—1.4%  

AGNC Investment Corp. (a)

    896,063        16,245,622   
   

 

 

 
Oil, Gas & Consumable Fuels—11.6%  

Apache Corp. (a)

    558,172        35,427,177   

Devon Energy Corp.

    988,515        45,145,480   

Hess Corp.

    515,407        32,104,702   

Tesoro Corp.

    223,645        19,557,755   
   

 

 

 
      132,235,114   
   

 

 

 
Real Estate Management & Development—0.8%  

Jones Lang LaSalle, Inc. (a)

    90,915        9,186,052   
   

 

 

 
Road & Rail—2.0%  

Ryder System, Inc. (a)

    306,989        22,852,261   
   

 

 

 
Semiconductors & Semiconductor Equipment—2.0%  

Analog Devices, Inc.

    316,346        22,973,046   
   

 

 

 
Software—1.6%  

Synopsys, Inc. (b)

    312,474        18,392,220   
   

 

 

 
Specialty Retail—2.0%  

AutoNation, Inc. (a) (b)

    466,997        22,719,404   
   

 

 

 
Textiles, Apparel & Luxury Goods—0.9%  

Coach, Inc.

    304,267        10,655,430   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares/
Principal
Amount*
    Value  
Trading Companies & Distributors—3.5%  

Air Lease Corp. (a)

    1,152,310      $ 39,558,802   
   

 

 

 

Total Common Stocks
(Cost $778,413,515)

      1,055,451,255   
   

 

 

 
Short-Term Investment—7.7%   
Repurchase Agreement—7.7%  

Fixed Income Clearing Corp.
Repurchase Agreement dated 12/30/16 at 0.030% to be repurchased at $87,658,335 on 01/03/17, collateralized by $90,390,000 U.S. Treasury Note at 1.125% due 03/31/20 with a value of $89,414,330.

    87,658,043        87,658,043   
   

 

 

 

Total Short-Term Investments
(Cost $87,658,043)

      87,658,043   
   

 

 

 
Securities Lending Reinvestments (c)—17.3%   
Certificates of Deposit—7.8%  

Bank of Montreal London
Zero Coupon, 01/12/17

    2,998,090        2,999,452   

Bank of Nova Scotia Houston
1.201%, 11/03/17 (d)

    3,000,000        3,002,539   

Bank of Tokyo UFJ, Ltd., New York
1.121%, 02/28/17 (d)

    2,500,000        2,500,050   

Barclays New York
0.894%, 02/10/17 (d)

    4,000,000        4,001,294   

BNP Paribas New York
1.226%, 08/04/17 (d)

    3,000,000        3,001,332   

Chiba Bank, Ltd., New York
0.870%, 01/10/17

    1,000,000        1,000,023   

0.920%, 02/03/17

    5,000,000        5,000,555   

0.950%, 02/02/17

    2,000,000        2,000,276   

Credit Suisse AG New York
1.364%, 05/12/17 (d)

    3,250,000        3,250,338   

1.444%, 04/24/17 (d)

    1,750,000        1,750,411   

DNB NOR Bank ASA
1.130%, 07/28/17 (d)

    1,000,000        999,825   

DZ Bank AG New York
1.010%, 02/27/17

    3,000,000        3,000,867   

KBC Brussells
1.050%, 01/27/17

    1,700,000        1,700,323   

1.050%, 02/07/17

    1,500,000        1,500,375   

Landesbank Baden-Wuerttemberg
Zero Coupon, 01/09/17

    5,995,151        5,999,280   

Landesbank Hessen-Thüringen London
Zero Coupon, 01/24/17

    1,895,640        1,899,183   

Mizuho Bank, Ltd., New York
1.336%, 05/17/17

    5,000,000        4,999,520   

1.361%, 04/26/17 (d)

    2,000,000        1,999,898   
Certificates of Deposit—(Continued)  

National Australia Bank London
1.034%, 05/02/17 (d)

    2,250,000      2,252,124   

1.182%, 11/09/17 (d)

    3,500,000        3,491,320   

National Bank of Canada
0.650%, 01/06/17

    3,000,000        3,000,120   

Natixis New York
0.900%, 02/17/17

    5,000,000        5,000,640   

Shizuoka Bank New York
0.840%, 01/03/17

    3,250,000        3,250,013   

Sumitomo Bank New York
1.212%, 06/05/17 (d)

    4,000,000        3,999,920   

1.215%, 05/05/17 (d)

    2,000,000        2,003,331   

1.336%, 06/19/17 (d)

    1,000,000        999,924   

Sumitomo Mitsui Banking Corp.
0.900%, 01/12/17

    1,200,000        1,200,046   

Sumitomo Mitsui Trust Bank, Ltd., London
1.262%, 05/08/17 (d)

    2,500,000        2,504,579   

Sumitomo Mitsui Trust Bank, Ltd., New York
1.194%, 06/02/17 (d)

    3,600,000        3,599,478   

1.351%, 04/26/17 (d)

    2,000,000        2,000,236   

Svenska Handelsbanken New York
1.266%, 05/18/17 (d)

    1,000,000        1,000,174   

UBS, Stamford
1.084%, 05/12/17 (d)

    1,400,000        1,399,893   

Wells Fargo Bank San Francisco N.A.
1.231%, 04/26/17 (d)

    1,000,000        1,000,280   

1.264%, 10/26/17 (d)

    1,250,000        1,250,854   
   

 

 

 
      88,558,473   
   

 

 

 
Commercial Paper—3.2%  

Atlantic Asset Securitization LLC
1.040%, 02/03/17

    897,270        899,214   

Den Norske ASA
1.206%, 04/27/17 (d)

    1,000,000        1,000,053   

Erste Abwicklungsanstalt
1.014%, 03/10/17 (d)

    2,400,000        2,400,014   

HSBC plc
1.216%, 04/25/17 (d)

    2,000,000        1,999,914   

Kells Funding LLC
1.040%, 01/19/17

    99,648        99,961   

LMA S.A. & LMA Americas
1.000%, 01/13/17

    997,583        999,651   

Macquarie Bank, Ltd.
0.930%, 01/19/17

    1,496,435        1,499,075   

1.160%, 03/20/17

    4,985,339        4,987,524   

National Australia Bank, Ltd.
1.288%, 12/06/17 (d)

    2,000,000        2,000,004   

Old Line Funding LLC
0.840%, 01/03/17

    1,197,844        1,199,905   

1.030%, 03/13/17 (d)

    3,000,000        3,002,341   

Oversea-Chinese Banking Corp., Ltd.
0.890%, 02/21/17

    3,990,902        3,994,688   

Toronto Dominion Holding Corp.
0.600%, 01/05/17

    3,995,867        3,999,552   

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (c)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Commercial Paper—(Continued)  

United Overseas Bank, Ltd.
0.900%, 02/22/17

    4,988,500     $ 4,993,655  

Versailles Commercial Paper LLC
1.000%, 01/31/17

    2,493,333       2,498,120  

Westpac Banking Corp.
1.232%, 10/20/17 (d)

    1,300,000       1,302,270  
   

 

 

 
      36,875,941  
   

 

 

 
Repurchase Agreements—4.8%  

Citigroup Global Markets, Ltd.
Repurchase Agreement dated 12/29/16 at 0.710% to be repurchased at $800,079 on 01/03/17, collateralized by $806,989 U.S. Treasury and Foreign Obligations with rates ranging from 1.750% - 2.750%, maturity dates ranging from 10/15/19 - 11/15/23, with a value of $816,000.

    800,000       800,000  

Deutsche Bank AG, London
Repurchase Agreement dated 12/30/16 at 0.950% to be repurchased at $500,053 on 01/03/17, collateralized by $510,450 Foreign Obligations with rates ranging from 1.750% - 2.500%, maturity dates ranging from 09/05/19 - 11/20/24, with a value of $510,003.

    500,000       500,000  

Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $16,006,679 on 01/03/17, collateralized by various Common Stock with a value of $17,784,880.

    16,000,000       16,000,000  

Deutsche Bank Securities, Inc.
Repurchase Agreement dated 10/18/16 at 1.110% to be repurchased at $1,500,290 on 03/03/17, collateralized by various Common Stock with a value of $1,650,000.

    1,500,000       1,500,000  

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $10,614,873 on 01/03/17, collateralized by $54,623,425 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $10,826,617.

    10,614,331       10,614,331  

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/27/16 at 0.580% to be repurchased at $2,300,259 on 01/03/17, collateralized by $2,275,517 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $2,347,189.

    2,300,000       2,300,000  
Repurchase Agreements—(Continued)  

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/15/16 at 0.600% to be repurchased at $6,000,200 on 01/06/17, collateralized by $5,936,131 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $6,123,101.

    6,000,000     6,000,000  

Merrill Lynch, Pierce, Fenner & Smith, Inc.
Repurchase Agreement dated 10/26/16 at 1.160% to be repurchased at $1,507,685 on 04/03/17, collateralized by various Common Stock with a value of $1,650,000.

    1,500,000       1,500,000  

Natixis
Repurchase Agreement dated 12/28/16 at 0.750% to be repurchased at $10,001,667 on 01/05/17, collateralized by $16,050,693 U.S. Government Agency and Treasury Obligations with rates ranging from 0.000% - 4.672%, maturity dates ranging from 01/31/17 - 09/16/58, with a value of $10,201,254.

    10,000,000       10,000,000  

Pershing LLC
Repurchase Agreement dated 12/30/16 at 0.680% to be repurchased at $5,000,378 on 01/03/17, collateralized by $7,336,822 U.S. Government Agency Obligations with rates ranging from 0.625% - 11.018%, maturity dates ranging from 01/17/17 - 08/20/66, with a value of $5,100,000.

    5,000,000       5,000,000  
   

 

 

 
      54,214,331  
   

 

 

 
Time Deposits—1.5%  

Canadian Imperial Bank
0.520%, 01/03/17

    5,000,000       5,000,000  

OP Corporate Bank plc
1.010%, 01/04/17

    800,000       800,000  

1.200%, 01/23/17

    8,000,000       8,000,000  

Royal Bank of Canada London
0.700%, 01/04/17

    2,000,000       2,000,000  

Shinkin Central Bank
1.200%, 01/27/17

    300,000       300,000  

1.220%, 01/26/17

    1,400,000       1,400,000  
   

 

 

 
      17,500,000  
   

 

 

 

Total Securities Lending Reinvestments
(Cost $197,134,705)

      197,148,745  
   

 

 

 

Total Investments—117.7%
(Cost $1,063,206,263) (e)

      1,340,258,043  

Other assets and liabilities (net)—(17.7)%

      (201,632,638
   

 

 

 
Net Assets—100.0%     $ 1,138,625,405  
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Schedule of Investments as of December 31, 2016

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $191,556,537 and the collateral received consisted of cash in the amount of $197,095,932. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(b) Non-income producing security.
(c) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(d) Variable or floating rate security. The stated rate represents the rate at December 31, 2016.
(e) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $1,064,155,731. The aggregate unrealized appreciation and depreciation of investments were $296,463,000 and $(20,360,688), respectively, resulting in net unrealized appreciation of $276,102,312 for federal income tax purposes.

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2     Level 3      Total  

Total Common Stocks*

   $ 1,055,451,255       $ —        $ —         $ 1,055,451,255   

Total Short-Term Investment*

     —           87,658,043        —           87,658,043   

Total Securities Lending Reinvestments*

     —           197,148,745        —           197,148,745   

Total Investments

   $ 1,055,451,255       $ 284,806,788      $ —         $ 1,340,258,043   
                                    

Collateral for Securities Loaned (Liability)

   $ —         $ (197,095,932   $ —         $ (197,095,932

 

* See Schedule of Investments for additional detailed categorizations.

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

  

Investments at value (a) (b)

   $ 1,340,258,043   

Receivable for:

  

Fund shares sold

     91,479   

Dividends and interest

     1,184,337   

Prepaid expenses

     3,006   
  

 

 

 

Total Assets

     1,341,536,865   

Liabilities

  

Collateral for securities loaned

     197,095,932   

Payables for:

  

Investments purchased

     2,790,659   

Fund shares redeemed

     1,913,250   

Accrued Expenses:

  

Management fees

     797,672   

Distribution and service fees

     97,316   

Deferred trustees’ fees

     92,080   

Other expenses

     124,551   
  

 

 

 

Total Liabilities

     202,911,460   
  

 

 

 

Net Assets

   $ 1,138,625,405   
  

 

 

 

Net Assets Consist of:

  

Paid in surplus

   $ 874,895,925   

Undistributed net investment income

     7,647,593   

Accumulated net realized loss

     (20,969,893

Unrealized appreciation on investments

     277,051,780   
  

 

 

 

Net Assets

   $ 1,138,625,405   
  

 

 

 

Net Assets

  

Class A

   $ 651,976,850   

Class B

     404,294,868   

Class E

     82,353,687   

Capital Shares Outstanding*

  

Class A

     2,819,008   

Class B

     1,809,685   

Class E

     362,450   

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 231.28   

Class B

     223.41   

Class E

     227.21   

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $1,063,206,263.
(b) Includes securities loaned at value of $191,556,537.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

  

Dividends (a)

   $ 17,943,354   

Interest

     23,478   

Securities lending income

     431,869   

Other income (b)

     70,581   
  

 

 

 

Total investment income

     18,469,282   

Expenses

  

Management fees

     9,149,788   

Administration fees

     36,613   

Custodian and accounting fees

     53,165   

Distribution and service fees—Class B

     937,410   

Distribution and service fees—Class E

     116,362   

Audit and tax services

     42,040   

Legal

     33,061   

Trustees’ fees and expenses

     45,248   

Shareholder reporting

     120,499   

Insurance

     8,076   

Miscellaneous

     18,808   
  

 

 

 

Total expenses

     10,561,070   

Less broker commission recapture

     (33,685
  

 

 

 

Net expenses

     10,527,385   
  

 

 

 

Net Investment Income

     7,941,897   
  

 

 

 

Net Realized and Unrealized Gain (Loss)

  

Net realized gain (loss) on:   

Investments

     (19,697,551

Futures contracts

     10,119   
  

 

 

 

Net realized loss

     (19,687,432
  

 

 

 

Net change in unrealized appreciation on investments

     245,352,793   
  

 

 

 

Net realized and unrealized gain

     225,665,361   
  

 

 

 

Net Increase in Net Assets From Operations

   $ 233,607,258   
  

 

 

 

 

(a) Net of foreign withholding taxes of $129,810.
(b) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

 

From Operations

 

Net investment income

   $ 7,941,897     $ 10,844,836  

Net realized gain (loss)

     (19,687,432     117,687,418  

Net change in unrealized appreciation (depreciation)

     245,352,793       (252,078,349
  

 

 

   

 

 

 

Increase (decrease) in net assets from operations

     233,607,258       (123,546,095
  

 

 

   

 

 

 

From Distributions to Shareholders

 

Net investment income

 

Class A

     (6,747,382     (9,675,237

Class B

     (3,238,393     (3,803,715

Class E

     (738,422     (883,807

Net realized capital gains

 

Class A

     (67,236,609     (102,096,957

Class B

     (42,539,350     (52,740,847

Class E

     (8,652,798     (10,950,952
  

 

 

   

 

 

 

Total distributions

     (129,152,954     (180,151,515
  

 

 

   

 

 

 

Increase (decrease) in net assets from capital share transactions

     (139,370,094     82,141,327  
  

 

 

   

 

 

 

Total decrease in net assets

     (34,915,790     (221,556,283

Net Assets

 

Beginning of period

     1,173,541,195       1,395,097,478  
  

 

 

   

 

 

 

End of period

   $ 1,138,625,405     $ 1,173,541,195  
  

 

 

   

 

 

 

Undistributed net investment income

 

End of period

   $ 7,647,593     $ 10,695,717  
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

 

Sales

     103,786     $ 21,914,681       62,290     $ 15,437,823  

Reinvestments

     360,055       73,983,991       462,136       111,772,194  

Redemptions

     (1,101,906     (249,272,832     (208,385     (53,210,768
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (638,065   $ (153,374,160     316,041     $ 73,999,249  
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

 

Sales

     145,540     $ 31,247,473       68,298     $ 16,299,581  

Reinvestments

     230,328       45,777,743       240,779       56,544,562  

Redemptions

     (296,294     (62,975,991     (266,358     (65,296,326
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     79,574     $ 14,049,225       42,719     $ 7,547,817  
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

 

Sales

     10,945     $ 2,402,423       11,486     $ 2,567,719  

Reinvestments

     46,484       9,391,220       49,674       11,834,759  

Redemptions

     (55,229     (11,838,802     (55,681     (13,808,217
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     2,200     $ (45,159     5,479     $ 594,261  
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase (decrease) derived from capital shares transactions

     $ (139,370,094     $ 82,141,327  
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Financial Highlights

 

Selected per share data                                  
     Class A  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 213.79      $ 271.79       $ 268.60       $ 198.30       $ 179.02   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     1.74  (b)      2.26         2.89         1.98         2.22   

Net realized and unrealized gain (loss) on investments

     43.82        (23.66      2.25         70.60         18.92   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     45.56        (21.40      5.14         72.58         21.14   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (2.56     (3.17      (1.95      (2.28      (1.86

Distributions from net realized capital gains

     (25.51     (33.43      0.00         0.00         0.00   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (28.07     (36.60      (1.95      (2.28      (1.86
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 231.28      $ 213.79       $ 271.79       $ 268.60       $ 198.30   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     22.96        (9.44      1.93         36.85         11.86   

Ratios/Supplemental Data

             

Ratio of expenses to average net assets (%)

     0.85        0.84         0.84         0.83         0.85   

Ratio of net investment income to average net assets (%)

     0.80  (b)      0.91         1.07         0.84         1.17   

Portfolio turnover rate (%)

     31        31         25         22         23   

Net assets, end of period (in millions)

   $ 652.0      $ 739.1       $ 853.7       $ 970.0       $ 769.4   
     Class B  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 207.30      $ 264.50       $ 261.50       $ 193.14       $ 174.44   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     1.16  (b)      1.59         2.15         1.36         1.69   

Net realized and unrealized gain (loss) on investments

     42.40        (22.95      2.21         68.77         18.44   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     43.56        (21.36      4.36         70.13         20.13   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (1.94     (2.41      (1.36      (1.77      (1.43

Distributions from net realized capital gains

     (25.51     (33.43      0.00         0.00         0.00   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (27.45     (35.84      (1.36      (1.77      (1.43
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 223.41      $ 207.30       $ 264.50       $ 261.50       $ 193.14   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     22.65        (9.66      1.67         36.51         11.58   

Ratios/Supplemental Data

             

Ratio of expenses to average net assets (%)

     1.10        1.09         1.09         1.08         1.10   

Ratio of net investment income to average net assets (%)

     0.55  (b)      0.66         0.82         0.59         0.92   

Portfolio turnover rate (%)

     31        31         25         22         23   

Net assets, end of period (in millions)

   $ 404.3      $ 358.7       $ 446.3       $ 505.0       $ 389.2   

Please see following page for Financial Highlights footnote legend.

 

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Financial Highlights

 

 

Selected per share data                               
     Class E  
     Year Ended December 31,  
     2016     2015     2014     2013     2012  

Net Asset Value, Beginning of Period

   $ 210.43      $ 267.99      $ 264.86      $ 195.57      $ 176.60   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     1.40 (b)      1.85        2.43        1.60        1.89   

Net realized and unrealized gain (loss) on investments

     43.07        (23.28     2.25        69.65        18.68   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     44.47        (21.43     4.68        71.25        20.57   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     (2.18     (2.70     (1.55     (1.96     (1.60

Distributions from net realized capital gains

     (25.51     (33.43     0.00        0.00        0.00   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (27.69     (36.13     (1.55     (1.96     (1.60
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 227.21      $ 210.43      $ 267.99      $ 264.86      $ 195.57   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (%) (c)

     22.78        (9.58     1.78        36.65        11.69   

Ratios/Supplemental Data

          

Ratio of expenses to average net assets (%)

     1.00        0.99        0.99        0.98        1.00   

Ratio of net investment income to average net assets (%)

     0.65 (b)      0.76        0.91        0.68        1.01   

Portfolio turnover rate (%)

     31        31        25        22        23   

Net assets, end of period (in millions)

   $ 82.4      $ 75.8      $ 95.1      $ 110.8      $ 98.8   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Net investment income per share and the ratio of net investment income to average net assets include a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which amounted to $0.01 per share and less than 0.01% of average net assets, respectively.
(c) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is Met/Artisan Mid Cap Value Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers three classes of shares: Class A, B and E shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to

 

MSF-13


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due

 

MSF-14


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

to distribution re-designations, adjustments to prior period accumulated balances and broker commission recapture. These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Directed Brokerage Agreement - The Trust has entered into a directed brokerage arrangement with State Street Global Markets (“SSGM”). Under this arrangement, the Portfolio directs certain trades to SSGM in return for a recapture credit. SSGM issues a cash rebate to the Portfolio. Amounts paid to the Portfolio are shown separately as broker commission recapture on the Statement of Operations of the Portfolio. Additionally, these amounts have been excluded from the calculation of the net ratio of expenses to average net assets presented in the Financial Highlights for each share class.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio had direct investments in repurchase agreements with a gross value of $87,658,043. Additionally, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $54,214,331. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

 

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

 

MSF-15


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

All securities on loan are classified as Common Stocks in the Portfolio’s Schedule of Investments as of December 31, 2016, with a contractual maturity of overnight and continuous.

3. Investments in Derivative Instruments

Futures Contracts - The Portfolio may buy and sell futures contracts as a hedge, to maintain investment exposure to a target asset class or to enhance return. The Portfolio may be subject to fluctuations in equity prices, interest rates, commodity prices, and foreign currency exchange rates in the normal course of pursuing its investment objective. Futures contracts are standardized agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other asset. The Portfolio must deposit an amount (“initial margin”) equal to a certain percentage of the face value of the futures contract. The initial margin may be in the form of cash or securities, which is returned when the Portfolio’s obligations under the contract have been satisfied. If cash is deposited as the initial margin, it is shown as cash collateral on the Statement of Assets and Liabilities. Futures contracts are marked-to-market daily, and subsequent payments (“variation margin”) are made or received by the Portfolio depending on whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities and as a component of net change in unrealized appreciation/depreciation on the Statement of Operations. When the contract is closed or expires, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Risks of entering into futures contracts (and related options) include the possibility that the market for these instruments may be illiquid and that a change in the value of the contract or option may not correlate perfectly with changes in the value of the underlying instrument. If futures contracts are exchange-traded, the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures contracts against default. For OTC futures, the Portfolio’s ability to terminate the positions may be more limited than in the case of exchange-traded positions and may also involve the risk that securities dealers participating in such transactions would fail to meet their obligations to the Portfolio.

During the year ended December 31, 2016, the Portfolio entered into equity index futures contracts which were subject to equity price risk. During the period May 6, 2016 through May 9, 2016, the Portfolio had bought and sold $8,747,878 in notional cost on equity index futures contracts. At December 31, 2016, the Portfolio did not have any open futures contracts. For the year ended December 31, 2016, the Portfolio had realized gains in the amount of $10,119 which are shown under Net realized gain on futures contracts in the Statement of Operations.

4. Certain Risks

 

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

 

MSF-16


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

5. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 323,189,652       $ 0       $ 578,816,600   

6. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$9,149,788      0.820   Of the first $1 billion
     0.780   On amounts in excess of $1 billion

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. Artisan Partners Limited Partnership is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B and E Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E Shares. Under the Distribution and Service Plan, the Class B and E Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E Shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares and 0.15% per year for Class E Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

7. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

 

MSF-17


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

8. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$10,818,093    $ 14,362,758      $ 118,334,861      $ 165,788,757      $ 129,152,954      $ 180,151,515  

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
    Total  
$7,739,673    $      $ 276,102,312      $ (20,020,425   $ 263,821,560  

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had short-term accumulated capital losses of $2,844,097 and long-term accumulated capital losses of $17,176,328 and no pre-enactment accumulated capital loss carryforwards.

9. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-18


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Met/Artisan Mid Cap Value Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Met/Artisan Mid Cap Value Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Met/Artisan Mid Cap Value Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-19


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-20


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and MSF)
to present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-21


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST)
to present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF)
to present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF)
to present
   Vice President, MetLife, Inc. (2013-present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST)
to present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-22


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-23


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee

 

MSF-24


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

*  *  *

Met/Artisan Mid Cap Value Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and Artisan Partners Limited Partnership regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe for the one-year period ended June 30, 2016, and underperformed its Performance Universe for the three- and five-year periods ended June 30, 2016. The Board also considered that the Portfolio outperformed its Lipper Index for the one-year period ended June 30, 2016, and underperformed its Lipper Index for the three- and five-year periods ended June 30, 2016. In addition, the Board considered that the Portfolio underperformed its benchmark, the Russell Midcap Value Index, for the one-, three-, and five-year periods ended October 31, 2016. The Board took into account management’s discussion of the Portfolio’s performance, including prevailing market conditions.

The Board also considered that the Portfolio’s actual management fees were above the Expense Group median and the Expense Universe median, and equal to the Sub-advised Expense Universe median. The Board noted that the Portfolio’s total expenses (exclusive of 12b-1 fees) were equal to the Expense Group median, Expense Universe median, and Sub-advised Expense Universe median. The Board further noted that the Portfolio’s contractual management fees were above the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also considered that the Portfolio’s contractual sub-advisory fees were below the averages of the Sub-advised Expense Group and the Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-25


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-26


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-27


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-28


Metropolitan Series Fund

Met/Artisan Mid Cap Value Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-29


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Managed by Dimensional Fund Advisors LP

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A and B shares of the Met/Dimensional International Small Company Portfolio returned 6.00% and 5.83%, respectively. The Portfolio’s benchmark, the MSCI World ex-U.S. Small Cap Index1, returned 4.32%.

MARKET ENVIRONMENT / CONDITIONS

In U.S. dollar terms, developed ex-U.S. markets posted positive returns for the one-year period ending December 31, 2016, but trailed both the U.S. market and emerging markets. Using the MSCI World ex-U.S. Investable Market Index (net dividends) as a proxy, developed ex-U.S. markets returned 3.0%, as compared to 12.7% for the Russell 3000 Index and 9.9% for the MSCI Emerging Markets Investable Market Index (net dividends).

The U.S. dollar appreciated against a number of the major developed market currencies, particularly the British pound and Swedish krona. Overall, currency fluctuations had a negative impact on U.S. dollar-denominated returns of developed ex-U.S. equities.

Along the market capitalization dimension, small caps (MSCI World ex-U.S. Small Cap Index) outperformed large caps (MSCI World ex-U.S. Index) by 1.6% for the year.

Along the relative price dimension, large value stocks (MSCI World ex-U.S. Value Index) outperformed large growth stocks (MSCI World ex-U.S. Growth Index) by 9.3%, and small value stocks (MSCI World ex-U.S. Small Cap Value Index) outperformed small growth stocks (MSCI World ex-U.S. Small Cap Growth Index) by 7.0%. Profitability premiums were negative in developed ex-U.S. markets among both large caps and small caps during the year.

PORTFOLIO REVIEW / PERIOD END POSITIONING

For the year ended December 31, 2016, the Portfolio outperformed its benchmark by 168 basis points. The Portfolio’s greater allocations to micro-cap stocks contributed positively to relative performance, as the smallest stocks in the investible universe generally outperformed for the year. Additionally, the Portfolio’s exclusion of stocks with the lowest profitability and highest relative price contributed positively to relative performance, as those securities underperformed. At the sector level, the Portfolio generally excludes Real Estate Investment Trusts (“REITs”) and the exclusion benefited relative performance, as REITs underperformed many other sectors in the international small company equity universe over the period.

The Portfolio held more than 3,500 securities as of December 31, 2016 and was diversified across countries and sectors.

Joseph Chi

Jed Fogdall

Henry Gray

Arun Keswani

Bhanu Singh

Portfolio Managers

Dimensional Fund Advisors LP

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-1


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE MSCI WORLD EX-U.S. SMALL CAP INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year3        5 Year        Since Inception2  
Met/Dimensional International Small Company Portfolio                 

Class A

       6.00          9.72          11.23  

Class B

       5.83          9.46          10.96  
MSCI World ex-U.S. Small Cap Index        4.32          8.96          11.70  

1 The MSCI World ex-U.S. Small Cap Index is an unmanaged index that measures the performance of stocks with market capitalizations between US $200 million and $800 million across 23 developed markets, excluding the United States. The index returns shown above were calculated with net dividends: they reflect the reinvestment of dividends after the deduction of the maximum possible withholding taxes.

2 Inception date of the Class A and Class B shares is 10/31/08. Index since inception return is based on the Portfolio’s inception date.

3 Includes the impact of the non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which enhanced the performance of the portfolio. Excluding this item, total return would have been 5.91% for Class A and 5.66% for Class B.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 

Teleperformance SE

     0.4  

LANXESS AG

     0.3  

Prysmian S.p.A.

     0.3  

RPC Group plc

     0.3  

Melrose Industries plc

     0.3  

MTU Aero Engines AG

     0.3  

DS Smith plc

     0.3  

Bellway plc

     0.3  

Rentokil Initial plc

     0.2  

Temenos Group AG

     0.2  

Top Countries

 

     % of
Net Assets
 

Japan

     24.2  

United Kingdom

     15.2  

Canada

     8.9  

Australia

     6.5  

Germany

     6.3  

Switzerland

     5.4  

France

     4.6  

Italy

     3.7  

Hong Kong

     3.3  

Sweden

     3.3  

 

MSF-2


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

Met/Dimensional International Small Company Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
     Ending
Account Value
December 31,
2016
     Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.91    $ 1,000.00       $ 1,068.90       $ 4.73   
   Hypothetical*      0.91    $ 1,000.00       $ 1,020.56       $ 4.62   

Class B(a)

   Actual      1.16    $ 1,000.00       $ 1,068.40       $ 6.03   
   Hypothetical*      1.16    $ 1,000.00       $ 1,019.31       $ 5.89   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 5 of the Notes to Financial Statements.

 

MSF-3


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—99.2% of Net Assets

 

Security Description   Shares     Value  
Australia—6.5%  

Acrux, Ltd. (a)

    41,605      $ 9,294   

Adelaide Brighton, Ltd.

    197,116        770,994   

AED Oil, Ltd. (a) (b) (c)

    93,946        0   

Ainsworth Game Technology, Ltd.

    51,616        78,377   

Alkane Resources, Ltd. (a)

    120,355        29,432   

ALS, Ltd.

    76,663        333,266   

Altium, Ltd.

    31,832        185,097   

Altona Mining, Ltd. (a)

    67,875        6,351   

Alumina, Ltd. (d)

    250,180        329,135   

AMA Group, Ltd.

    111,029        78,821   

Ansell, Ltd.

    39,937        711,439   

AP Eagers, Ltd.

    7,774        51,684   

APN News & Media, Ltd. (a)

    109,386        222,603   

ARB Corp., Ltd. (d)

    30,444        387,043   

Ardent Leisure Group

    50,226        84,396   

Arrium, Ltd. (a) (b) (c)

    972,288        5   

AUB Group, Ltd.

    25,969        196,522   

Ausdrill, Ltd. (a)

    110,321        99,822   

Austal, Ltd. (d)

    81,889        102,729   

Australian Agricultural Co., Ltd. (a)

    192,359        234,664   

Australian Pharmaceutical Industries, Ltd.

    174,311        258,375   

Auswide Bank, Ltd.

    9,275        34,078   

Automotive Holdings Group, Ltd.

    101,744        289,616   

Aveo Group

    70,126        169,405   

AVJennings, Ltd.

    10,332        4,518   

AWE, Ltd. (a)

    335,940        149,908   

Bapcor, Ltd.

    23,618        100,513   

Beach Energy, Ltd.

    950,434        581,152   

Beadell Resources, Ltd. (a)

    102,327        18,997   

Bega Cheese, Ltd.

    58,513        178,546   

Bellamy’s Australia, Ltd. (b) (c) (d)

    11,890        57,317   

Billabong International, Ltd. (a)

    56,120        50,774   

Blackmores, Ltd. (d)

    5,495        408,934   

Blue Sky Alternative Investments, Ltd.

    5,962        30,110   

BlueScope Steel, Ltd.

    46,048        306,404   

Bradken, Ltd. (a)

    48,239        112,070   

Breville Group, Ltd.

    42,107        262,546   

Brickworks, Ltd.

    5,923        58,020   

BT Investment Management, Ltd.

    25,960        198,919   

Buru Energy, Ltd. (a)

    23,457        3,466   

Cabcharge Australia, Ltd.

    55,813        156,459   

Capral, Ltd. (a)

    136,176        15,667   

Cardno, Ltd. (a)

    69,333        47,071   

Carnarvon Petroleum, Ltd. (a)

    251,902        17,942   

carsales.com, Ltd.

    83,570        683,308   

Cash Converters International, Ltd.

    152,939        36,870   

Cedar Woods Properties, Ltd.

    27,273        99,349   

Cleanaway Waste Management, Ltd.

    693,108        614,549   

Coal of Africa, Ltd. (a) (c)

    133,534        4,722   

Collection House, Ltd.

    19,217        20,171   

Collins Foods, Ltd.

    4,975        23,531   

Cooper Energy, Ltd. (a)

    232,325        59,366   

Corporate Travel Management, Ltd.

    20,836        274,932   

Costa Group Holdings, Ltd.

    42,134        104,235   

Credit Corp. Group, Ltd.

    13,415        173,248   

CSG, Ltd.

    66,837        35,203   

CSR, Ltd.

    282,278        940,394   
Australia—(Continued)  

Cudeco, Ltd. (a)

    51,210      19,235   

Data #3, Ltd.

    55,471        61,243   

Decmil Group, Ltd.

    56,744        42,336   

Downer EDI, Ltd.

    238,347        1,044,076   

DuluxGroup, Ltd.

    165,477        743,348   

DWS, Ltd.

    36,847        34,506   

Elders, Ltd. (a)

    18,937        54,071   

Energy Resources of Australia, Ltd. (a)

    51,910        16,295   

Energy World Corp., Ltd. (a)

    325,379        60,666   

EQT Holdings, Ltd.

    3,062        38,662   

ERM Power, Ltd.

    49,991        46,326   

Euroz, Ltd.

    23,559        17,836   

Event Hospitality and Entertainment, Ltd.

    38,556        382,645   

Evolution Mining, Ltd.

    179,899        264,723   

Fairfax Media, Ltd.

    967,464        619,578   

Finbar Group, Ltd. (d)

    6,909        4,608   

Fleetwood Corp., Ltd. (a)

    22,683        32,256   

FlexiGroup, Ltd.

    49,133        80,273   

Flight Centre Travel Group, Ltd.

    14,871        334,600   

G8 Education, Ltd. (d)

    133,209        344,334   

Gateway Lifestyle

    13,237        20,605   

Global Construction Services, Ltd.

    9,380        3,721   

GrainCorp, Ltd. - Class A

    83,590        575,787   

Grange Resources, Ltd.

    120,000        12,122   

Greencross, Ltd.

    21,334        105,318   

GUD Holdings, Ltd.

    39,734        299,441   

GWA Group, Ltd.

    104,458        222,498   

Hansen Technologies, Ltd.

    47,406        133,763   

HFA Holdings, Ltd.

    45,623        78,919   

Hills, Ltd. (a)

    80,453        26,662   

Horizon Oil, Ltd. (a)

    652,736        26,357   

IDM International, Ltd. (a) (b) (c)

    1,969        0   

Iluka Resources, Ltd.

    160,998        841,537   

Imdex, Ltd. (a)

    100,165        41,493   

IMF Bentham, Ltd.

    49,173        62,032   

Independence Group NL

    112,057        345,471   

Infigen Energy, Ltd. (a)

    282,132        183,187   

Infomedia, Ltd.

    131,353        69,169   

Integrated Research, Ltd.

    28,972        58,527   

International Ferro Metals, Ltd. (a) (b) (c)

    82,765        172   

Invocare, Ltd.

    38,500        384,708   

IOOF Holdings, Ltd.

    103,265        684,041   

Iress, Ltd.

    57,739        493,106   

iSelect, Ltd.

    46,213        63,056   

JB Hi-Fi, Ltd.

    46,350        935,751   

Jupiter Mines, Ltd. (a) (b) (c)

    63,164        839   

K&S Corp., Ltd.

    1,802        2,076   

Karoon Gas Australia, Ltd. (a)

    75,600        97,777   

Kingsgate Consolidated, Ltd. (a)

    121,238        25,050   

Kingsrose Mining, Ltd. (a) (b) (c)

    102,961        7,430   

MACA, Ltd.

    56,351        69,635   

Macmahon Holdings, Ltd. (a)

    380,170        27,296   

Macquarie Atlas Roads Group

    181,433        661,081   

Magellan Financial Group, Ltd.

    27,343        467,264   

MaxiTRANS Industries, Ltd.

    59,013        21,884   

Mayne Pharma Group, Ltd. (a)

    452,144        436,713   

McMillan Shakespeare, Ltd.

    29,453        230,442   

 

See accompanying notes to financial statements.

 

MSF-4


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Australia—(Continued)  

McPherson’s, Ltd.

    34,460      $ 25,621   

Medusa Mining, Ltd. (a)

    60,972        21,575   

Melbourne IT, Ltd.

    36,135        48,280   

Metals X, Ltd. (a)

    75,358        30,327   

Metcash, Ltd. (a)

    385,184        632,272   

Michael Hill International, Ltd.

    82,929        73,822   

Mincor Resources NL (a)

    105,687        16,014   

Mineral Resources, Ltd.

    41,091        357,513   

MMA Offshore, Ltd. (a)

    100,235        19,530   

Monadelphous Group, Ltd.

    40,177        324,288   

Monash IVF Group, Ltd.

    21,931        32,402   

Morning Star Gold NL (a) (b) (c)

    33,455        7   

Mortgage Choice, Ltd.

    48,689        83,918   

Mount Gibson Iron, Ltd. (a)

    439,215        110,465   

Myer Holdings, Ltd. (d)

    355,143        353,076   

MYOB Group, Ltd.

    42,222        111,033   

MyState, Ltd.

    3,899        12,450   

Navitas, Ltd.

    96,272        345,246   

New Hope Corp., Ltd.

    6,285        7,487   

nib holdings, Ltd.

    199,351        683,895   

Nick Scali, Ltd.

    16,348        72,455   

Nine Entertainment Co. Holdings, Ltd.

    18,490        14,195   

Northern Star Resources, Ltd.

    220,636        557,942   

Nufarm, Ltd.

    79,335        523,003   

OFX Group, Ltd. (d)

    99,303        120,139   

Orocobre, Ltd. (a)

    49,318        160,501   

Orora, Ltd.

    225,473        485,010   

OrotonGroup, Ltd.

    8,647        13,777   

OZ Minerals, Ltd.

    149,299        846,725   

Pacific Current Group, Ltd.

    1,159        3,509   

Pacific Smiles Group, Ltd.

    13,431        19,354   

Pact Group Holdings, Ltd.

    4,623        22,464   

Paladin Energy, Ltd. (a)

    612,137        37,941   

Panoramic Resources, Ltd. (a)

    146,618        28,879   

Peet, Ltd.

    88,199        61,769   

Peninsula Energy, Ltd. (a)

    11,352        4,597   

Perpetual, Ltd.

    19,256        675,507   

Perseus Mining, Ltd. (a)

    231,401        54,044   

Platinum Asset Management, Ltd.

    21,691        82,784   

Pluton Resources, Ltd. (a) (b) (c)

    48,332        0   

PMP, Ltd.

    158,703        77,161   

Premier Investments, Ltd.

    44,992        468,311   

Primary Health Care, Ltd.

    244,279        717,820   

Prime Media Group, Ltd.

    93,371        20,884   

Programmed Maintenance Services, Ltd.

    95,504        132,456   

Qube Holdings, Ltd. (d)

    283,099        497,062   

RCG Corp., Ltd.

    90,942        97,377   

RCR Tomlinson, Ltd.

    61,564        121,905   

Reckon, Ltd.

    36,898        42,316   

Regis Resources, Ltd.

    180,703        374,021   

Reject Shop, Ltd. (The)

    12,421        75,890   

Resolute Mining, Ltd.

    277,334        249,028   

Retail Food Group, Ltd.

    60,846        307,439   

Ridley Corp., Ltd.

    123,003        111,048   

RungePincockMinarco, Ltd. (a)

    4,190        1,626   

Ruralco Holdings, Ltd. (d)

    7,095        15,092   

Salmat, Ltd. (a)

    45,807        18,535   
Australia—(Continued)  

Sandfire Resources NL

    40,717      165,307   

Saracen Mineral Holdings, Ltd. (a)

    390,479        269,361   

Select Harvests, Ltd.

    30,640        146,598   

Senex Energy, Ltd. (a)

    248,220        47,378   

Servcorp, Ltd.

    23,622        133,678   

Service Stream, Ltd.

    62,705        49,656   

Seven Group Holdings, Ltd.

    15,634        88,231   

Seven West Media, Ltd.

    460,617        267,310   

Sigma Pharmaceuticals, Ltd.

    621,692        578,131   

Silex Systems, Ltd. (a)

    28,112        8,056   

Silver Chef, Ltd.

    8,241        52,657   

Silver Lake Resources, Ltd. (a) (d)

    112,092        50,074   

Sims Metal Management, Ltd.

    86,197        794,327   

Sirtex Medical, Ltd.

    22,520        229,423   

Slater & Gordon, Ltd. (a) (d)

    116,238        18,838   

SMS Management & Technology, Ltd.

    35,576        34,085   

Southern Cross Media Group, Ltd.

    229,061        254,464   

Spark Infrastructure Group

    742,738        1,273,958   

Specialty Fashion Group, Ltd. (a)

    34,701        12,716   

Spotless Group Holdings, Ltd.

    23,095        16,467   

St. Barbara, Ltd. (a)

    192,892        275,251   

Star Entertainment Group, Ltd. (The)

    210,220        782,238   

Steadfast Group, Ltd.

    104,744        166,975   

Strike Energy, Ltd. (a)

    182,555        10,526   

Sundance Energy Australia, Ltd. (a)

    373,357        59,194   

Sunland Group, Ltd.

    40,150        46,638   

Super Retail Group, Ltd.

    69,714        519,293   

Tabcorp Holdings, Ltd.

    236,852        821,756   

Tassal Group, Ltd.

    72,156        216,026   

Technology One, Ltd.

    85,252        346,361   

Ten Network Holdings, Ltd. (a)

    109,315        72,897   

TFS Corp., Ltd. (d)

    106,522        127,551   

Thorn Group, Ltd.

    60,945        84,390   

Tiger Resources, Ltd. (a)

    591,241        15,306   

Toro Energy, Ltd. (a)

    75,052        2,220   

Tox Free Solutions, Ltd.

    90,131        168,319   

Treasury Wine Estates, Ltd.

    56,464        434,465   

Troy Resources, Ltd. (a)

    106,145        10,807   

Villa World, Ltd.

    14,787        24,327   

Village Roadshow, Ltd.

    32,709        107,395   

Virgin Australia Holdings, Ltd. (a) (d)

    442,369        74,990   

Virgin Australia International Holding, Ltd. (a) (b) (c)

    968,773        1   

Virtus Health, Ltd.

    37,091        166,726   

Vita Group, Ltd.

    18,112        42,090   

Watpac, Ltd. (a) (d)

    37,999        20,843   

Webjet, Ltd.

    25,862        197,058   

Western Areas, Ltd. (a) (d)

    118,029        260,093   

Westgold Resources, Ltd. (a)

    37,679        44,865   

Whitehaven Coal, Ltd. (a)

    121,287        227,647   

WorleyParsons, Ltd. (a)

    33,331        233,004   

WPP AUNZ, Ltd.

    131,382        114,468   
   

 

 

 
      43,015,128   
   

 

 

 
Austria—1.1%  

A-TEC Industries AG (a) (b) (c) (d)

    1,312        0   

Agrana Beteiligungs AG

    1,574        186,977   

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Austria—(Continued)  

ams AG

    23,302      $ 660,060   

Andritz AG

    7,833        393,181   

Austria Technologie & Systemtechnik AG (d)

    14,133        138,323   

BUWOG AG (a)

    15,282        355,481   

CA Immobilien Anlagen AG (a)

    19,105        351,190   

Conwert Immobilien Invest SE (a)

    20,619        350,746   

DO & Co. AG

    1,857        121,995   

EVN AG

    12,657        149,273   

IMMOFINANZ AG (a)

    125,781        245,322   

Kapsch TrafficCom AG

    2,222        87,237   

Lenzing AG

    3,209        388,113   

Mayr Melnhof Karton AG

    3,412        361,646   

Oberbank AG

    198        12,568   

Oesterreichische Post AG (a)

    10,867        364,741   

Palfinger AG

    5,947        179,005   

POLYTEC Holding AG

    10,783        117,847   

Porr AG

    1,436        58,824   

Raiffeisen Bank International AG (a)

    13,074        239,168   

RHI AG

    8,926        227,786   

Rosenbauer International AG

    1,615        92,136   

S IMMO AG (a)

    35,979        378,696   

S&T AG

    2,389        21,970   

Schoeller-Bleckmann Oilfield Equipment AG

    3,509        281,724   

Semperit AG Holding

    6,041        163,756   

Strabag SE

    6,827        241,433   

Telekom Austria AG (a)

    24,392        144,020   

UBM Development AG

    78        2,545   

UNIQA Insurance Group AG

    14,804        112,153   

Wienerberger AG

    39,101        678,482   

Zumtobel Group AG

    14,277        255,053   
   

 

 

 
      7,361,451   
   

 

 

 
Belgium—1.9%  

Ablynx NV (a) (d)

    15,614        177,728   

Ackermans & van Haaren NV

    8,887        1,235,611   

AGFA-Gevaert NV (a)

    93,175        359,652   

Atenor

    1,089        52,164   

Banque Nationale de Belgique

    104        327,879   

Barco NV

    5,609        472,171   

Bekaert S.A.

    11,685        471,757   

bpost S.A.

    6,013        142,169   

Cie d’Entreprises CFE

    4,729        514,875   

Cie Immobiliere de Belgique S.A. (a)

    1,276        71,197   

D’ieteren S.A.

    8,787        388,346   

Dalenys (a)

    1,352        9,462   

Deceuninck NV (c)

    45,410        108,100   

Econocom Group S.A.

    27,496        403,380   

Elia System Operator S.A.

    12,209        638,461   

Euronav NV

    30,049        239,094   

EVS Broadcast Equipment S.A.

    4,761        166,360   

Exmar NV

    10,339        83,850   

Fagron (a)

    17,646        180,024   

Galapagos NV (a)

    16,401        1,052,100   

GIMV NV

    450        24,936   

Ion Beam Applications

    10,326        452,526   

Jensen-Group NV

    738        26,854   
Belgium—(Continued)  

Kinepolis Group NV (d)

    7,227      323,275   

Lotus Bakeries NV

    118        310,600   

MDxHealth (a)

    5,915        29,714   

Melexis NV

    9,084        608,445   

Nyrstar NV (a) (d)

    26,926        220,756   

Ontex Group NV

    5,030        149,546   

Orange Belgium S.A. (a)

    13,209        276,009   

Picanol

    1,699        138,885   

RealDolmen NV

    1,200        31,198   

Recticel S.A.

    24,409        170,338   

Resilux NV

    229        37,840   

Roularta Media Group NV

    1,629        41,712   

Sioen Industries NV

    4,097        120,719   

Sipef S.A.

    3,346        213,037   

Tessenderlo Chemie NV (a)

    17,303        633,722   

ThromboGenics NV (a)

    9,279        24,699   

Umicore S.A.

    26,112        1,486,269   

Van de Velde NV

    2,850        198,474   

Viohalco S.A. (a)

    45,397        58,301   
   

 

 

 
      12,672,235   
   

 

 

 
Cambodia—0.0%  

NagaCorp, Ltd.

    458,000        263,119   
   

 

 

 
Canada—8.9%  

5N Plus, Inc. (a)

    33,732        44,971   

Absolute Software Corp.

    18,754        89,115   

Acadian Timber Corp.

    3,800        51,935   

Advantage Oil & Gas, Ltd. (a)

    113,630        771,836   

Aecon Group, Inc.

    33,422        379,612   

AG Growth International, Inc.

    5,820        227,659   

AGF Management, Ltd. - Class B

    32,280        150,743   

AGT Food & Ingredients, Inc.

    7,901        215,613   

Aimia, Inc.

    29,471        194,915   

Air Canada (a)

    16,200        164,938   

AirBoss of America Corp.

    3,761        33,194   

AKITA Drilling, Ltd. - Class A

    2,003        12,606   

Alacer Gold Corp. (a)

    102,778        171,469   

Alamos Gold, Inc. - Class A

    95,845        661,025   

Alaris Royalty Corp.

    8,954        159,720   

Algoma Central Corp.

    4,410        40,236   

Algonquin Power & Utilities Corp.

    77,093        653,997   

Alterra Power Corp.

    15,076        58,501   

Altius Minerals Corp. (d)

    9,660        91,229   

Altus Group, Ltd.

    14,488        334,077   

Andrew Peller, Ltd. - Class A

    6,617        57,661   

Argonaut Gold, Inc. (a)

    57,325        90,514   

Asanko Gold, Inc. (a)

    23,027        70,660   

Athabasca Oil Corp. (a)

    66,624        101,724   

ATS Automation Tooling Systems, Inc. (a)

    36,533        340,664   

AuRico Metals, Inc. (a)

    42,144        31,703   

AutoCanada, Inc.

    8,428        145,127   

Avigilon Corp. (a) (d)

    14,381        137,314   

B2Gold Corp. (a)

    313,368        744,530   

Badger Daylighting, Ltd.

    11,262        269,251   

Baytex Energy Corp. (a)

    67,105        327,866   

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Canada—(Continued)  

Bellatrix Exploration, Ltd. (a) (d)

    60,265      $ 57,453   

Birchcliff Energy, Ltd. (a)

    58,552        408,619   

Bird Construction, Inc.

    18,612        125,591   

Black Diamond Group, Ltd.

    19,812        66,697   

BlackPearl Resources, Inc. (a)

    117,817        143,032   

BMTC Group, Inc.

    5,387        53,563   

Bonavista Energy Corp.

    43,607        156,221   

Bonterra Energy Corp.

    12,499        270,805   

Boralex, Inc. - Class A

    14,254        203,302   

Brookfield Real Estate Services, Inc.

    800        9,396   

BRP, Inc. (a)

    10,168        214,697   

Calfrac Well Services, Ltd. (a) (d)

    26,393        93,569   

Calian Group, Ltd.

    2,846        51,975   

Callidus Capital Corp.

    4,100        56,371   

Canaccord Genuity Group, Inc. (a)

    54,653        194,164   

Canacol Energy, Ltd. (a)

    37,461        127,786   

Canadian Energy Services & Technology Corp.

    70,437        401,853   

Canadian Western Bank (d)

    32,028        723,740   

Canam Group, Inc.

    22,324        149,974   

Canexus Corp.

    56,579        68,688   

Canfor Corp. (a)

    17,141        194,945   

Canfor Pulp Products, Inc.

    15,297        115,185   

CanWel Building Materials Group, Ltd.

    9,304        41,577   

Canyon Services Group, Inc.

    27,085        141,815   

Capital Power Corp.

    43,408        751,028   

Capstone Mining Corp. (a)

    117,839        110,585   

Cargojet, Inc.

    800        27,587   

Cascades, Inc.

    46,236        416,680   

Celestica, Inc. (a)

    36,485        432,336   

Celestica, Inc. (U.S. Listed Shares) (a)

    223        2,643   

Centerra Gold, Inc.

    62,285        291,791   

Cequence Energy, Ltd. (a)

    86,636        22,907   

Cervus Equipment Corp.

    2,998        35,391   

China Gold International Resources Corp., Ltd. (a)

    62,113        91,598   

Chinook Energy, Inc. (a)

    27,917        9,461   

Cineplex, Inc. (d)

    19,036        726,194   

Clairvest Group, Inc.

    200        4,469   

Clarke, Inc.

    1,614        11,252   

Clearwater Seafoods, Inc.

    7,044        61,120   

Cogeco Communications, Inc.

    4,620        227,929   

Cogeco, Inc.

    2,309        97,543   

Colliers International Group, Inc.

    12,580        463,698   

Computer Modelling Group, Ltd.

    21,620        146,694   

Continental Gold, Inc. (a)

    30,500        99,952   

Copper Mountain Mining Corp. (a)

    57,011        39,914   

Corby Spirit and Wine, Ltd.

    3,957        65,751   

Corridor Resources, Inc. (a)

    21,385        8,919   

Corus Entertainment, Inc. - B Shares

    31,990        300,208   

Cott Corp.

    2,000        22,660   

Cott Corp. (Toronto Exchange)

    38,179        432,220   

CRAFT Oil, Ltd. (a) (c)

    19,637        0   

Crew Energy, Inc. (a)

    69,029        386,108   

CRH Medical Corp. (a)

    7,400        39,517   

Delphi Energy Corp. (a) (d)

    95,850        120,647   

Denison Mines Corp. (a) (d)

    247,548        129,061   

Descartes Systems Group, Inc. (The) (a)

    28,586        609,554   

DH Corp.

    2,600        43,144   
Canada—(Continued)  

DHX Media, Ltd.

    11,696      61,501   

DirectCash Payments, Inc.

    4,974        70,314   

DIRTT Environmental Solutions (a)

    6,900        32,222   

Dominion Diamond Corp.

    23,880        231,392   

Dominion Diamond Corp. (U.S. Listed Shares)

    9,238        89,424   

Dorel Industries, Inc. - Class B

    12,134        350,649   

Dundee Precious Metals, Inc. (a) (d)

    40,545        67,945   

E-L Financial Corp., Ltd.

    177        96,235   

Eastern Platinum, Ltd. (a)

    42,003        13,765   

Echelon Financial Holdings, Inc.

    900        7,440   

EcoSynthetix, Inc. (a)

    800        1,353   

Enbridge Income Fund Holdings, Inc.

    18,118        469,194   

Endeavour Mining Corp. (a)

    16,215        242,262   

EnerCare, Inc.

    30,725        408,248   

Enerflex, Ltd.

    29,289        371,934   

Energy Fuels, Inc. (a)

    4,125        6,790   

Enghouse Systems, Ltd.

    7,089        295,355   

Ensign Energy Services, Inc.

    51,526        359,970   

Epsilon Energy, Ltd. (a)

    18,214        39,476   

Equitable Group, Inc.

    3,909        176,024   

Equity Financial Holdings, Inc. (a)

    1,100        8,111   

Essential Energy Services Trust (a)

    53,526        33,089   

Evertz Technologies, Ltd.

    9,149        115,091   

Exchange Income Corp.

    6,151        191,267   

Exco Technologies, Ltd.

    13,332        107,041   

EXFO, Inc. (a)

    85        370   

Extendicare, Inc. (d)

    41,356        304,321   

Fiera Capital Corp.

    11,419        108,692   

Firm Capital Mortgage Investment Corp.

    6,774        69,423   

First Majestic Silver Corp. (a) (d)

    33,160        253,396   

First National Financial Corp.

    4,107        82,375   

FirstService Corp.

    12,580        597,214   

Fortress Paper, Ltd. - Class A (a)

    7,338        38,257   

Fortuna Silver Mines, Inc. (a)

    60,121        339,864   

Freehold Royalties, Ltd. (d)

    27,212        287,189   

Gamehost, Inc.

    4,952        41,234   

Genesis Land Development Corp.

    14,348        31,952   

Genworth MI Canada, Inc. (d)

    12,125        303,972   

Gibson Energy, Inc.

    40,344        570,312   

Glacier Media, Inc. (a)

    9,600        4,790   

Gluskin Sheff & Associates, Inc.

    10,533        136,816   

GMP Capital, Inc. (a)

    28,336        93,071   

Goeasy, Ltd.

    2,000        36,346   

Golden Star Resources, Ltd. (a) (d)

    93,633        69,040   

Gran Tierra Energy, Inc. (a)

    99,813        301,822   

Granite Oil Corp.

    10,252        44,974   

Great Canadian Gaming Corp. (a)

    14,894        277,103   

Great Panther Silver, Ltd. (a) (d)

    67,206        111,121   

Guyana Goldfields, Inc. (a)

    48,247        219,917   

Hanfeng Evergreen, Inc. (a) (b) (c)

    12,100        0   

Heroux-Devtek, Inc. (a)

    14,606        159,914   

High Liner Foods, Inc.

    4,807        71,426   

HNZ Group, Inc. (a)

    3,031        30,273   

Home Capital Group, Inc. (d)

    20,814        485,838   

Horizon North Logistics, Inc.

    30,612        44,687   

HudBay Minerals, Inc.

    103,103        589,752   

Hudson’s Bay Co.

    16,774        164,785   

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Canada—(Continued)  

IAMGOLD Corp. (a) (d)

    152,782      $ 590,577   

IMAX Corp. (a) (d)

    21,475        674,315   

Imperial Metals Corp. (a) (d)

    15,126        68,271   

Indigo Books & Music, Inc. (a)

    1,986        26,610   

Innergex Renewable Energy, Inc.

    38,391        401,166   

Interfor Corp. (a)

    33,292        372,680   

International Tower Hill Mines, Ltd. (a)

    21,604        12,068   

Intertain Group, Ltd. (The) (a)

    2,200        15,370   

Intertape Polymer Group, Inc.

    16,713        313,435   

Ithaca Energy, Inc. (a) (d)

    123,116        154,967   

Ivanhoe Mines, Ltd. - Class A (a)

    62,484        118,206   

Jean Coutu Group PJC, Inc. (The) - Class A

    16,800        261,763   

Just Energy Group, Inc.

    71,937        393,265   

K-Bro Linen, Inc.

    2,319        72,801   

Kelt Exploration, Ltd. (a)

    21,351        107,657   

Kingsway Financial Services, Inc. (a)

    8,765        54,575   

Kirkland Lake Gold, Ltd. (a)

    42,041        219,810   

Klondex Mines, Ltd. (a)

    48,447        225,519   

Knight Therapeutics, Inc. (a)

    15,898        127,170   

Labrador Iron Ore Royalty Corp.

    14,800        205,248   

Laurentian Bank of Canada

    13,206        567,819   

Leon’s Furniture, Ltd.

    9,639        129,798   

Lightstream Resources, Ltd. (a) (b) (c)

    108,373        9,282   

Linamar Corp.

    11,100        476,937   

Liquor Stores N.A., Ltd. (d)

    12,660        99,289   

Lucara Diamond Corp.

    110,136        249,368   

Lundin Mining Corp. (a)

    51,967        247,711   

MacDonald Dettwiler & Associates, Ltd.

    4,268        212,629   

Magellan Aerospace Corp.

    5,794        77,590   

Mainstreet Equity Corp. (a)

    2,561        63,174   

Major Drilling Group International, Inc. (a)

    36,670        191,728   

Mandalay Resources Corp.

    87,627        52,211   

Manitoba Telecom Services, Inc. (d)

    9,487        268,221   

Maple Leaf Foods, Inc.

    34,605        724,755   

Martinrea International, Inc.

    32,289        206,578   

Maxim Power Corp. (a)

    2,800        6,152   

McCoy Global, Inc. (a)

    4,388        6,438   

Mediagrif Interactive Technologies, Inc.

    4,176        58,940   

Medical Facilities Corp.

    12,861        168,300   

MEG Energy Corp. (a)

    21,200        145,739   

Melcor Developments, Ltd.

    3,120        33,695   

Mitel Networks Corp. (a)

    23,670        160,779   

Morguard Corp.

    800        104,808   

Morneau Shepell, Inc.

    14,285        204,170   

MTY Food Group, Inc.

    5,404        203,498   

Mullen Group, Ltd. (d)

    37,792        558,161   

Nautilus Minerals, Inc. (a)

    134,471        14,522   

Nevsun Resources, Ltd.

    81,011        250,397   

New Flyer Industries, Inc.

    17,136        521,234   

New Gold, Inc. (a)

    96,948        340,092   

Newalta Corp. (a)

    23,919        41,330   

Norbord, Inc.

    7,018        177,247   

North American Energy Partners, Inc.

    14,743        56,879   

North West Co., Inc. (The)

    17,071        349,900   

Northern Blizzard Resources, Inc.

    4,700        13,582   

Northern Dynasty Minerals, Ltd. (a)

    27,464        56,660   

Northland Power, Inc.

    33,879        587,927   
Canada—(Continued)  

Novelion Therapeutics, Inc. (a)

    5,100      42,657   

NuVista Energy, Ltd. (a)

    59,117        305,569   

OceanaGold Corp.

    166,811        485,779   

Osisko Gold Royalties, Ltd.

    18,606        181,397   

Painted Pony Petroleum, Ltd. (a)

    38,738        266,014   

Pan American Silver Corp.

    55,071        830,587   

Paramount Resources, Ltd. - Class A (a)

    9,617        129,430   

Parex Resources, Inc. (a)

    55,359        696,806   

Parkland Fuel Corp.

    26,463        554,429   

Pason Systems, Inc.

    22,516        329,359   

Pengrowth Energy Corp. (a) (d)

    183,295        263,478   

Penn West Petroleum, Ltd. (a) (d)

    92,088        162,551   

Petrus Resources, Ltd. (a)

    1,290        3,123   

PHX Energy Services Corp. (a)

    12,350        37,805   

Pizza Pizza Royalty Corp.

    6,998        92,045   

Platinum Group Metals, Ltd. (a)

    3,208        4,635   

Points International, Ltd. (a)

    5,320        40,693   

Polymet Mining Corp. (a)

    38,355        28,567   

Precision Drilling Corp. (a)

    82,898        451,952   

Premium Brands Holdings Corp.

    7,879        404,674   

Pretium Resources, Inc. (a)

    15,884        131,553   

Primero Mining Corp. (a) (d)

    70,253        55,464   

Pulse Seismic, Inc. (a)

    15,720        27,397   

Pure Technologies, Ltd.

    7,900        28,243   

Questerre Energy Corp. - Class A (a)

    83,569        54,150   

Raging River Exploration, Inc. (a)

    56,263        442,511   

RB Energy, Inc. (a) (c)

    76,741        31   

Reitmans Canada, Ltd. - Class A

    20,566        89,301   

Richelieu Hardware, Ltd.

    18,390        350,090   

Richmont Mines, Inc. (a)

    20,415        132,588   

RMP Energy, Inc. (a) (d)

    72,808        41,213   

Rocky Mountain Dealerships, Inc.

    3,738        26,977   

Rogers Sugar, Inc.

    35,106        178,060   

Russel Metals, Inc.

    25,722        490,052   

Sabina Gold & Silver Corp. (a)

    57,206        41,755   

Sandstorm Gold, Ltd. (a) (d)

    48,383        189,907   

Sandvine Corp.

    44,900        93,970   

Savanna Energy Services Corp. (a)

    34,913        54,606   

Sears Canada, Inc. (a)

    5,768        9,537   

Secure Energy Services, Inc.

    55,376        482,965   

SEMAFO, Inc. (a)

    123,983        408,152   

ShawCor, Ltd.

    22,391        597,694   

Sherritt International Corp. (a)

    132,332        131,085   

Sienna Senior Living, Inc. (d)

    13,276        161,173   

Sierra Wireless, Inc. (a) (d)

    18,510        289,785   

Silver Standard Resources, Inc. (a)

    37,551        335,894   

Solium Capital, Inc. (a)

    11,317        71,139   

Spartan Energy Corp. (a)

    65,003        161,218   

Sprott Resource Corp. (a)

    40,405        14,896   

Sprott, Inc.

    56,027        104,739   

Stantec, Inc.

    19,582        494,709   

Stella-Jones, Inc.

    10,990        356,716   

Stornoway Diamond Corp. (a)

    33,687        25,090   

Strad Energy Services, Ltd. (a)

    10,641        12,601   

Street Capital Group, Inc. (a)

    5,900        8,261   

Stuart Olson, Inc.

    11,157        48,445   

Student Transportation, Inc. (d)

    27,425        153,399   

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Canada—(Continued)  

SunOpta, Inc. (a) (d)

    26,392      $ 188,114   

Superior Plus Corp.

    39,949        379,361   

Surge Energy, Inc. (d)

    74,075        182,615   

Taseko Mines, Ltd. (a)

    108,786        93,987   

Tembec, Inc. (a)

    32,111        57,399   

Teranga Gold Corp. (a) (d)

    122,593        74,871   

Teranga Gold Corp. (a)

    26,882        16,833   

TFI International, Inc.

    25,364        659,107   

Theratechnologies, Inc. (a)

    9,500        19,387   

Timmins Gold Corp. (a)

    59,665        18,442   

TMX Group, Ltd.

    6,827        363,659   

TORC Oil & Gas, Ltd.

    42,724        263,157   

Torex Gold Resources, Inc. (a)

    13,790        213,528   

Toromont Industries, Ltd.

    22,483        709,161   

Torstar Corp. - Class B

    21,453        30,518   

Total Energy Services, Inc.

    13,248        143,862   

TransAlta Corp.

    62,449        345,582   

TransAlta Renewables, Inc.

    10,414        111,225   

Transcontinental, Inc. - Class A (d)

    26,130        431,851   

TransGlobe Energy Corp. (a)

    36,372        61,494   

Trican Well Service, Ltd. (a)

    55,663        190,705   

Trilogy Energy Corp. (a)

    19,776        111,205   

Trinidad Drilling, Ltd. (a)

    68,873        171,330   

Uni-Select, Inc.

    11,171        245,360   

Valener, Inc.

    16,303        254,505   

Vecima Networks, Inc.

    2,500        17,205   

Veresen, Inc.

    76,138        743,432   

Wajax Corp.

    7,885        135,425   

Wesdome Gold Mines, Ltd. (a)

    38,107        59,318   

West Fraser Timber Co., Ltd.

    11,700        418,364   

Western Energy Services Corp. (a)

    17,973        41,497   

Western Forest Products, Inc.

    145,247        204,459   

WestJet Airlines, Ltd.

    861        14,775   

Westshore Terminals Investment Corp. (d)

    23,388        450,985   

Whitecap Resources, Inc.

    27,350        247,701   

Wi-Lan, Inc.

    58,061        94,703   

Winpak, Ltd.

    9,102        307,908   

Xtreme Drilling Corp. (a)

    11,600        24,191   

Yellow Pages, Ltd. (a)

    6,975        91,899   

ZCL Composites, Inc.

    9,681        93,518   

Zenith Capital Corp. (a) (b) (c)

    12,830        774   
   

 

 

 
      58,783,663   
   

 

 

 
China—0.0%            

Bund Center Investment, Ltd.

    138,000        66,573   

China Chuanglian Education Group, Ltd. (a)

    336,000        6,732   

China Everbright Water, Ltd.

    82,200        28,286   

China Ludao Technology Co., Ltd. (a)

    56,000        12,819   

New Sports Group, Ltd. (a)

    2,230,000        29,872   
   

 

 

 
      144,282   
   

 

 

 
Denmark—1.9%            

ALK-Abello A/S

    1,476        192,038   

Alm Brand A/S

    37,876        289,601   

Ambu A/S - Class B (d)

    9,548        382,254   

Bakkafrost P/F

    8,908        353,656   
Denmark—(Continued)            

Bang & Olufsen A/S (a)

    9,221      104,369   

Bavarian Nordic A/S (a)

    10,666        374,639   

Brodrene Hartmann A/S

    663        31,701   

D/S Norden A/S (a) (d)

    5,328        83,362   

DFDS A/S

    11,185        510,009   

FLSmidth & Co. A/S

    19,649        814,495   

GN Store Nord A/S

    52,383        1,084,918   

Gronlandsbanken A/S

    17        1,478   

H+H International A/S - Class B (a)

    1,737        18,534   

Harboes Bryggeri A/S - Class B

    1,454        28,619   

IC Group A/S

    3,209        67,149   

Jeudan A/S (a)

    201        20,396   

Jyske Bank A/S

    14,672        698,180   

Matas A/S

    972        13,261   

NKT Holding A/S

    6,820        481,770   

NNIT A/S

    717        20,711   

Nordjyske Bank A/S

    185        2,749   

Parken Sport & Entertainment A/S (a)

    2,351        22,964   

PER Aarsleff Holding A/S

    9,620        239,609   

Ringkjoebing Landbobank A/S

    2,122        439,555   

Rockwool International A/S - B Shares

    3,162        556,543   

Royal Unibrew A/S

    15,546        600,129   

RTX A/S

    2,568        51,352   

Santa Fe Group A/S (a)

    7,121        56,436   

Schouw & Co. AB

    6,963        518,589   

SimCorp A/S

    16,061        781,955   

Solar A/S - B Shares

    3,176        162,240   

Spar Nord Bank A/S

    32,428        371,584   

Sydbank A/S

    26,018        805,545   

TDC A/S (a)

    141,824        728,147   

TK Development A/S (a)

    44,643        59,716   

Topdanmark A/S (a)

    29,081        738,294   

Tryg A/S

    18,564        335,663   

United International Enterprises

    1,090        191,512   

Vestjysk Bank A/S (a)

    3,300        6,071   

William Demant Holding A/S (a)

    13,600        236,472   

Zealand Pharma A/S (a)

    3,880        58,420   
   

 

 

 
      12,534,685   
   

 

 

 
Finland—2.9%  

Ahlstrom Oyj

    11,406        181,557   

Aktia Bank Oyj

    3,139        32,146   

Alma Media Oyj (a)

    22,695        120,120   

Amer Sports Oyj

    47,651        1,265,696   

Apetit Oyj

    1,205        16,443   

Aspo Oyj

    8,414        72,443   

Atria Oyj

    2,604        31,501   

BasWare Oyj (a) (d)

    3,525        134,642   

Bittium Oyj

    2,063        12,310   

Cargotec Oyj - B Shares

    12,591        568,311   

Caverion Corp. (d)

    40,680        339,019   

Citycon Oyj

    146,997        361,728   

Comptel Oyj

    30,187        75,290   

Cramo Oyj

    9,503        237,914   

Elisa Oyj

    30,080        977,542   

F-Secure Oyj

    35,820        131,193   

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Finland—(Continued)  

Finnair Oyj (a) (d)

    28,666      $ 121,578   

Fiskars Oyj Abp

    17,515        324,426   

HKScan Oyj - A Shares

    6,704        22,507   

Huhtamaki Oyj

    37,559        1,394,341   

Ilkka-Yhtyma Oyj

    2,976        8,486   

Kemira Oyj

    41,153        525,404   

Kesko Oyj - A Shares

    933        43,059   

Kesko Oyj - B Shares

    24,862        1,242,342   

Konecranes Oyj

    16,662        592,293   

Lassila & Tikanoja Oyj

    14,630        295,587   

Lemminkainen Oyj

    5,098        109,441   

Metsa Board Oyj (d)

    110,343        789,032   

Metso Oyj

    25,057        713,246   

Munksjo Oyj (a)

    6,311        104,868   

Nokian Renkaat Oyj

    40,917        1,525,158   

Olvi Oyj - A Shares

    6,303        185,756   

Oriola-KD Oyj - B Shares

    61,632        279,458   

Orion Oyj - Class A

    12,582        560,224   

Orion Oyj - Class B

    30,210        1,344,572   

Outokumpu Oyj (a)

    102,277        915,118   

Outotec Oyj (a)

    52,402        275,259   

PKC Group Oyj

    7,624        126,741   

Ponsse Oyj

    3,208        80,959   

Poyry Oyj (a)

    14,295        49,892   

Raisio Oyj - V Shares

    58,833        221,062   

Ramirent Oyj

    37,284        289,930   

Rapala VMC Oyj

    8,902        38,678   

Sanoma Oyj

    31,912        276,904   

Sponda Oyj

    44,426        204,586   

Stockmann Oyj Abp - B Shares (a)

    11,956        89,023   

Talvivaara Mining Co. plc (a) (b) (c)

    286,881        1,721   

Technopolis Oyj

    66,184        217,732   

Teleste Oyj

    772        7,198   

Tieto Oyj

    21,736        592,940   

Tikkurila Oyj

    14,683        290,398   

Uponor Oyj

    19,661        341,195   

Vaisala Oyj - A Shares

    4,116        145,931   

Valmet Oyj

    12,429        182,848   

YIT Oyj

    33,084        264,243   
   

 

 

 
      19,351,991   
   

 

 

 
France—4.6%  

ABC Arbitrage

    7,498        56,741   

Actia Group

    5,737        45,562   

Air France-KLM (a)

    50,893        277,053   

Akka Technologies S.A.

    3,864        140,739   

Albioma S.A.

    13,155        229,049   

Altamir Amboise

    9,152        123,021   

Alten S.A.

    9,511        667,858   

Altran Technologies S.A. (a)

    62,318        909,843   

APRIL S.A.

    9,077        114,596   

Assystem

    5,619        156,555   

Aubay

    1,785        49,787   

Axway Software S.A.

    2,132        68,667   

Bastide le Confort Medical

    590        14,728   

Beneteau S.A.

    15,076        218,050   
France—(Continued)  

BioMerieux

    4,066      607,269   

Boiron S.A.

    2,586        228,813   

Bonduelle SCA

    6,712        176,621   

Burelle S.A.

    184        183,978   

Catering International Services

    541        9,624   

Cegedim S.A. (a)

    2,643        72,962   

CGG S.A. (a) (d)

    3,847        55,114   

Chargeurs S.A.

    7,816        131,262   

Cie des Alpes

    3,241        64,477   

Coface S.A. (a)

    2,022        13,195   

Derichebourg S.A.

    31,305        138,423   

Devoteam S.A.

    4,318        261,221   

Edenred

    44,518        882,246   

Electricite de Strasbourg S.A.

    88        9,695   

Elior Group

    19,131        436,929   

Elis S.A.

    6,943        123,784   

Eramet (a)

    1,499        89,492   

Esso S.A. Francaise (a)

    1,341        58,069   

Etablissements Maurel et Prom (a)

    27,199        120,820   

Euler Hermes Group

    2,457        215,937   

Eutelsat Communications S.A.

    3,630        70,270   

Exel Industries - A Shares

    618        49,673   

Faiveley Transport S.A.

    3,418        360,336   

Faurecia

    25,665        994,667   

Fimalac

    59        6,325   

Fleury Michon S.A.

    461        31,252   

Gaztransport Et Technigaz S.A.

    5,272        227,530   

GEA

    165        16,109   

GL Events

    3,794        67,875   

Groupe Crit

    1,062        76,002   

Groupe Fnac S.A. (a)

    3,721        251,571   

Groupe Fnac S.A. (a)

    5,410        359,400   

Groupe Gorge (a)

    1,266        28,169   

Groupe Open

    722        17,262   

Guerbet (d)

    2,188        163,938   

Haulotte Group S.A.

    5,337        78,979   

Havas S.A.

    13,471        113,420   

HERIGE SADCS (a)

    235        6,396   

HiPay Group S.A. (a)

    1,527        17,356   

ID Logistics Group (a)

    354        50,305   

Imerys S.A.

    3,235        245,115   

Interparfums S.A.

    4,802        138,470   

Ipsen S.A.

    13,044        943,191   

IPSOS

    12,134        381,081   

Jacquet Metal Service

    7,386        153,979   

Korian S.A.

    22,136        648,566   

Lagardere SCA

    36,064        1,001,786   

Lanson-BCC

    15        534   

Laurent-Perrier

    1,367        103,603   

Le Belier

    299        12,653   

Le Noble Age

    1,488        55,342   

Lectra

    8,150        154,572   

Linedata Services

    855        42,091   

LISI

    8,732        281,687   

Maisons France Confort S.A.

    1,526        76,279   

Manitou BF S.A.

    4,534        89,240   

Manutan International

    589        43,210   

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
France—(Continued)  

Mersen

    8,985      $ 192,274   

METabolic EXplorer S.A. (a)

    6,035        15,590   

Metropole Television S.A.

    15,772        293,328   

MGI Coutier

    3,301        99,032   

Mr. Bricolage

    601        7,764   

Naturex (a)

    2,045        182,963   

Neopost S.A.

    12,528        391,784   

Nexans S.A. (a)

    10,974        567,494   

Nexity S.A. (a)

    12,502        585,037   

NRJ Group (a)

    11,923        119,855   

Oeneo S.A.

    2,860        23,839   

Onxeo S.A. (a)

    3,499        9,204   

Onxeo S.A. (a)

    4,566        12,025   

Orpea

    11,098        896,100   

Parrot S.A. (a)

    2,647        28,896   

Pierre & Vacances S.A. (a)

    3,103        123,877   

Plastic Omnium S.A.

    30,265        965,954   

Plastivaloire

    197        29,138   

Rallye S.A.

    8,372        162,289   

Rexel S.A.

    55,587        913,145   

Robertet S.A.

    14        5,154   

Rothschild & Co.

    488        13,197   

Rubis SCA

    16,886        1,392,036   

Samse S.A.

    107        16,448   

Sartorius Stedim Biotech

    7,221        455,691   

Savencia S.A.

    3,042        214,087   

Seche Environnement S.A.

    1,555        47,386   

Sequana S.A. (a)

    10,224        18,183   

Societe des Bains de Mer et du Cercle des Etrangers a Monaco (a)

    16        507   

Societe Marseillaise du Tunnel Prado-Carenage S.A.

    293        9,853   

Societe Television Francaise 1 (d)

    48,852        485,888   

Soitec (a)

    118,705        183,617   

Solocal Group (a)

    16,327        52,935   

Somfy S.A.

    267        108,935   

Sopra Steria Group

    5,251        596,061   

SPIE S.A.

    9,828        207,018   

Ste Industrielle d’Aviation Latecoere S.A. (a)

    26,469        116,501   

STEF S.A.

    1,145        96,172   

Store Electronic (a)

    715        20,527   

Sword Group

    3,419        104,596   

Synergie S.A.

    4,031        148,504   

Tarkett S.A.

    3,298        118,310   

Technicolor S.A.

    88,305        477,662   

Teleperformance SE

    23,996        2,406,722   

Tessi S.A.

    895        151,906   

TFF Group

    308        32,407   

Thermador Groupe

    1,043        91,671   

Total Gabon

    324        53,204   

Touax S.A. (a)

    1,706        19,763   

Trigano S.A.

    3,132        245,026   

UBISOFT Entertainment S.A. (a)

    41,482        1,475,706   

Union Financiere de France BQE S.A.

    1,257        31,490   

Vallourec S.A. (a)

    56,190        383,610   

Valneva SE (a) (d)

    15,386        50,038   

Vetoquinol S.A.

    1,341        64,236   

Vicat S.A.

    5,373        326,056   
France—(Continued)  

VIEL & Cie S.A.

    4,205      19,252   

Vilmorin & Cie S.A.

    2,684        169,031   

Virbac S.A. (a)

    1,270        223,231   

Vranken-Pommery Monopole S.A.

    958        22,679   
   

 

 

 
      30,585,298   
   

 

 

 
Germany—6.1%  

Aareal Bank AG

    30,580        1,151,450   

Adler Modemaerkte AG

    2,828        13,988   

ADLER Real Estate AG (a) (d)

    2,365        36,059   

ADVA Optical Networking SE (a)

    13,833        112,093   

AIXTRON SE (a)

    30,799        100,442   

Allgeier SE

    2,942        53,346   

Amadeus Fire AG

    2,107        162,621   

Aurubis AG

    14,317        824,680   

Axel Springer SE

    10,274        498,158   

Basler AG

    236        14,987   

Bauer AG

    4,696        56,285   

BayWa AG

    5,731        185,630   

BayWa AG

    305        10,107   

Bechtle AG

    9,176        953,407   

Bertrandt AG

    1,677        170,455   

Bijou Brigitte AG

    1,603        93,347   

Bilfinger SE (a) (d)

    3,381        129,081   

Biotest AG

    4,221        70,606   

Borussia Dortmund GmbH & Co. KGaA (Xetra Exchange)

    30,779        169,921   

CANCOM SE

    7,164        338,011   

Carl Zeiss Meditec AG

    9,550        351,847   

CENIT AG

    5,012        105,376   

CENTROTEC Sustainable AG

    3,158        50,791   

Cewe Stiftung & Co. KGaA

    3,145        279,745   

Clere AG (a)

    1,425        23,968   

Comdirect Bank AG

    13,399        135,853   

CompuGroup Medical SE

    8,932        366,149   

Constantin Medien AG (a)

    15,941        34,607   

CropEnergies AG

    9,235        49,659   

CTS Eventim AG & Co. KGaA

    17,775        559,182   

Data Modul AG

    138        7,111   

DEAG Deutsche Entertainment AG (a)

    2,049        6,126   

Delticom AG (d)

    1,562        29,405   

Deutsche Beteiligungs AG

    2,815        91,158   

Deutsche Euroshop AG

    6,674        271,825   

Deutsche Pfandbriefbank AG

    10,699        102,447   

Deutz AG

    35,346        198,600   

Dialog Semiconductor plc (a)

    22,851        963,646   

DIC Asset AG

    7,859        75,195   

DMG Mori AG

    14,118        640,141   

Dr. Hoenle AG

    2,084        61,557   

Draegerwerk AG & Co. KGaA

    1,062        72,634   

Drillisch AG (d)

    17,268        741,661   

Duerr AG

    8,529        684,322   

Eckert & Ziegler AG

    1,629        45,848   

Elmos Semiconductor AG

    7,336        109,434   

ElringKlinger AG (d)

    11,206        187,076   

Euromicron AG (a)

    2,048        12,600   

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Germany—(Continued)  

Evotec AG (a)

    24,706      $ 193,565   

Fielmann AG (d)

    2,497        164,639   

Francotyp-Postalia Holding AG

    3,300        19,066   

Fraport AG Frankfurt Airport Services Worldwide

    3,441        203,242   

Freenet AG

    51,967        1,464,819   

FUCHS Petrolub SE

    4,292        166,855   

Gerresheimer AG

    9,821        728,928   

Gerry Weber International AG (d)

    9,842        113,591   

Gesco AG

    4,563        108,022   

GFK SE

    7,297        332,654   

GFT Technologies SE

    5,932        127,696   

Grammer AG

    7,596        380,067   

GRENKE AG

    1,704        266,783   

H&R AG GmbH & Co. KGaA (a)

    4,113        64,719   

Hamburger Hafen und Logistik AG

    8,624        160,402   

Heidelberger Druckmaschinen AG (a)

    100,140        266,887   

Hella KGaA Hueck & Co.

    2,951        111,202   

HolidayCheck Group AG (a)

    1,815        4,484   

Hornbach Baumarkt AG

    1,543        45,010   

Hugo Boss AG

    9,989        616,361   

Indus Holding AG

    13,812        750,316   

Init Innovation In Traffic Systems AG

    1,794        28,179   

Isra Vision AG (d)

    2,083        221,518   

Jenoptik AG

    19,047        328,902   

K&S AG (d)

    19,765        472,469   

KION Group AG

    12,333        685,421   

Kloeckner & Co. SE (a)

    38,909        484,739   

Koenig & Bauer AG (a)

    4,373        196,376   

Kontron AG (a) (d)

    21,842        65,477   

Krones AG

    5,091        465,245   

KSB AG

    103        40,455   

KUKA AG (a)

    8,843        1,068,675   

KWS Saat SE

    949        281,627   

LANXESS AG

    31,725        2,078,693   

LEG Immobilien AG (a)

    15,885        1,232,303   

Leifheit AG

    945        56,150   

Leoni AG

    12,471        443,415   

LPKF Laser & Electronics AG (a) (d)

    5,852        42,779   

Manz AG (a)

    1,272        44,134   

Medigene AG (a)

    3,423        42,855   

MLP AG

    20,985        92,185   

MTU Aero Engines AG

    14,899        1,718,904   

MVV Energie AG

    544        12,312   

Nemetschek SE

    12,828        745,999   

Nexus AG

    2,764        52,058   

Nordex SE (a) (d)

    23,261        499,516   

Norma Group SE

    10,781        459,423   

OHB SE

    2,315        45,189   

OSRAM Licht AG

    21,899        1,149,696   

Patrizia Immobilien AG (a)

    17,552        290,728   

Pfeiffer Vacuum Technology AG

    3,596        335,999   

PNE Wind AG (d)

    24,548        56,343   

Progress-Werk Oberkirch AG

    822        34,375   

PSI AG Gesellschaft Fuer Produkte und Systeme der Informationstechnologie

    2,118        27,176   

Puma SE

    549        144,190   

PVA TePla AG (a)

    3,358        8,049   
Germany—(Continued)  

QSC AG

    26,632      53,575   

R Stahl AG

    1,594        47,830   

Rational AG (d)

    795        354,359   

Rheinmetall AG

    12,940        869,446   

Rhoen Klinikum AG

    23,160        625,069   

RIB Software AG

    8,127        106,340   

SAF-Holland S.A.

    29,975        430,957   

Salzgitter AG (d)

    12,083        425,545   

Schaltbau Holding AG (d)

    2,118        68,305   

SHW AG

    2,013        69,156   

Siltronic AG (a)

    2,093        96,907   

Sixt SE

    8,854        474,875   

SMA Solar Technology AG (d)

    3,992        105,441   

SMT Scharf AG (a)

    831        12,127   

Softing AG

    1,971        26,629   

Software AG

    20,357        740,206   

Solarworld AG (a)

    348        890   

Stada Arzneimittel AG

    19,797        1,022,897   

Stroeer SE & Co. KGaA (d)

    8,451        370,145   

Suedzucker AG

    26,310        627,642   

Surteco SE

    1,501        37,231   

Suss Microtec AG (a)

    6,216        41,697   

TAG Immobilien AG

    39,448        518,552   

Takkt AG

    11,656        264,166   

Technotrans AG

    3,008        72,475   

TLG Immobilien AG

    6,129        115,295   

Tom Tailor Holding AG (a)

    6,389        34,811   

VERBIO Vereinigte BioEnergie AG

    2,621        19,958   

Vossloh AG (a)

    4,905        307,503   

VTG AG

    5,545        165,630   

Wacker Chemie AG

    2,424        251,973   

Wacker Neuson SE

    10,071        163,018   

Washtec AG

    3,397        176,870   

XING AG

    1,097        202,191   
   

 

 

 
      40,543,210   
   

 

 

 
Hong Kong—3.3%  

Agritrade Resources, Ltd.

    135,000        27,917   

Alco Holdings, Ltd.

    136,000        40,272   

Allan International Holdings

    20,000        4,844   

Allied Group, Ltd.

    22,000        112,064   

Allied Properties HK, Ltd.

    1,406,024        313,143   

Anxian Yuan China Holdings, Ltd. (a)

    420,000        5,336   

Apac Resources, Ltd. (a)

    472,173        6,496   

Applied Development Holdings, Ltd. (a)

    250,000        26,756   

APT Satellite Holdings, Ltd.

    164,250        78,819   

Arts Optical International Holdings, Ltd.

    16,000        6,107   

Asia Financial Holdings, Ltd.

    278,000        132,793   

Asia Satellite Telecommunications Holdings, Ltd. (a)

    58,500        72,875   

Asia Standard International Group, Ltd.

    370,000        75,211   

ASM Pacific Technology, Ltd.

    26,600        281,600   

Associated International Hotels, Ltd.

    14,000        38,004   

Auto Italia Holdings (a)

    175,000        2,713   

BeijingWest Industries International, Ltd. (a)

    41,200        10,209   

Bel Global Resources Holdings, Ltd. (a) (b) (c)

    520,000        0   

BEP International Holdings, Ltd.

    2,020,000        115,420   

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Hong Kong—(Continued)  

Bonjour Holdings, Ltd.

    615,000      $ 27,675   

Bossini International Holdings, Ltd.

    302,000        16,335   

Bright Smart Securities & Commodities Group, Ltd.

    96,000        31,287   

Brightoil Petroleum Holdings, Ltd.

    640,000        181,318   

Brockman Mining, Ltd. (a)

    2,516,770        43,068   

Burwill Holdings, Ltd. (a)

    1,566,000        51,148   

Cafe de Coral Holdings, Ltd.

    134,000        434,301   

Cash Financial Services Group, Ltd. (a)

    288,000        15,557   

Century City International Holdings, Ltd.

    616,000        42,748   

CGN Mining Co., Ltd. (a)

    145,000        11,005   

Champion Technology Holdings, Ltd. (a)

    1,233,093        22,625   

Chen Hsong Holdings

    150,000        37,483   

Cheuk Nang Holdings, Ltd.

    94,214        65,556   

Chevalier International Holdings, Ltd.

    75,139        115,176   

China Billion Resources, Ltd. (a)

    238,000        887   

China Energy Development Holdings, Ltd. (a)

    3,670,000        41,098   

China Flavors & Fragrances Co., Ltd.

    71,446        22,556   

China Healthcare Enterprise Group, Ltd. (a)

    160,000        2,306   

China LNG Group, Ltd.

    1,720,000        39,968   

China Metal International Holdings, Inc.

    198,000        62,414   

China Motor Bus Co., Ltd.

    1,200        13,801   

China Solar Energy Holdings, Ltd. (a) (b) (c)

    162,000        705   

China Star Entertainment, Ltd. (a)

    126,000        7,742   

China Strategic Holdings, Ltd. (a)

    3,402,500        76,897   

China Ting Group Holdings, Ltd.

    318,550        19,224   

Chinese Estates Holdings, Ltd.

    21,000        36,536   

Chinney Investment, Ltd.

    8,000        1,783   

Chong Hing Bank, Ltd.

    7,000        13,524   

Chow Sang Sang Holdings International, Ltd.

    119,000        220,679   

Chuang’s China Investments, Ltd.

    511,500        31,241   

Chuang’s Consortium International, Ltd.

    446,357        83,282   

CITIC Telecom International Holdings, Ltd.

    467,000        140,149   

CK Life Sciences International Holdings, Inc.

    1,594,000        141,143   

CNQC International Holdings, Ltd.

    82,500        32,128   

CNT Group, Ltd.

    246,000        19,957   

Common Splendor International Health Industry Group, Ltd. (a)

    342,000        29,516   

Continental Holdings, Ltd. (a)

    220,000        3,668   

Convoy Global Holdings, Ltd. (a)

    1,314,000        39,009   

CP Lotus Corp. (a)

    1,750,000        31,711   

Crocodile Garments (a)

    216,000        28,350   

Cross-Harbour Holdings, Ltd. (The)

    119,000        171,858   

CSI Properties, Ltd.

    3,194,023        113,118   

Dah Sing Banking Group, Ltd.

    172,671        316,681   

Dah Sing Financial Holdings, Ltd.

    66,260        447,388   

Dickson Concepts International, Ltd.

    131,000        46,837   

Eagle Nice International Holdings, Ltd.

    120,000        33,744   

EcoGreen International Group, Ltd.

    118,800        25,512   

Emperor Capital Group, Ltd.

    540,000        47,820   

Emperor Entertainment Hotel, Ltd.

    235,000        55,251   

Emperor International Holdings, Ltd.

    565,250        128,093   

Emperor Watch & Jewellery, Ltd. (a)

    1,520,000        54,752   

ENM Holdings, Ltd. (a)

    556,000        41,181   

EPI Holdings, Ltd. (a)

    586,800        14,105   

Esprit Holdings, Ltd. (a)

    833,950        650,627   

eSun Holdings, Ltd. (a)

    400,000        36,073   

Fairwood Holdings, Ltd.

    34,500        125,833   
Hong Kong—(Continued)  

Far East Consortium International, Ltd.

    683,913      291,237   

Far East Holdings International, Ltd. (a)

    150,000        17,308   

First Pacific Co., Ltd.

    74,000        51,685   

Fountain SET Holdings, Ltd.

    422,000        53,076   

Future Bright Holdings, Ltd.

    156,000        16,420   

G-Resources Group, Ltd.

    11,842,800        216,695   

GCL New Energy Holdings, Ltd. (a)

    1,406,000        82,087   

Get Nice Financial Group, Ltd.

    64,350        7,849   

Get Nice Holdings, Ltd.

    2,574,000        87,455   

Giordano International, Ltd.

    536,000        288,375   

Global Brands Group Holding, Ltd. (a)

    876,000        115,314   

Glorious Sun Enterprises, Ltd.

    393,000        48,894   

Gold Peak Industries Holdings, Ltd.

    277,714        26,156   

Golden Resources Development International, Ltd.

    370,000        20,461   

Good Resources Holdings, Ltd. (a)

    420,000        25,962   

Great Eagle Holdings, Ltd.

    44,000        209,550   

Guangnan Holdings, Ltd.

    264,000        31,993   

Guoco Group, Ltd.

    2,000        22,026   

Guotai Junan International Holdings, Ltd. (d)

    503,600        154,299   

Haitong International Securities Group, Ltd.

    428,289        244,258   

Hanison Construction Holdings, Ltd.

    148,009        26,672   

Hao Tian Development Group, Ltd. (a)

    858,000        31,437   

Harbour Centre Development, Ltd.

    88,000        161,056   

HKBN, Ltd.

    169,500        185,451   

HKR International, Ltd. (a)

    405,600        185,657   

Hon Kwok Land Investment Co., Ltd.

    140,000        54,602   

Hong Kong Aircraft Engineering Co., Ltd.

    8,800        58,725   

Hong Kong Ferry Holdings Co., Ltd.

    22,000        24,840   

Hong Kong Television Network, Ltd. (a)

    165,000        27,926   

Hongkong & Shanghai Hotels (The)

    21,000        23,274   

Hongkong Chinese, Ltd.

    866,000        151,272   

Hopewell Holdings, Ltd.

    70,000        240,966   

Hsin Chong Construction Group, Ltd. (a)

    918,000        41,978   

Huarong Investment Stock Corp., Ltd. (a)

    175,000        34,639   

Hung Hing Printing Group, Ltd.

    252,000        42,162   

Hutchison Telecommunications Hong Kong Holdings, Ltd.

    526,000        169,500   

I-CABLE Communications, Ltd. (a)

    177,000        17,784   

Imagi International Holdings, Ltd. (a)

    720,900        13,871   

International Standard Resources Holdings, Ltd. (a)

    1,782,000        22,961   

iOne Holdings, Ltd. (a)

    960,000        25,893   

IPE Group, Ltd.

    285,000        73,369   

IRC, Ltd. (a)

    760,000        31,720   

IT, Ltd.

    278,000        110,442   

ITC Properties Group, Ltd.

    99,556        40,192   

Jinhui Holdings Co., Ltd. (a)

    70,000        9,930   

Johnson Electric Holdings, Ltd.

    106,875        281,254   

K Wah International Holdings, Ltd.

    649,045        298,343   

Kader Holdings Co., Ltd.

    264,000        26,761   

Kam Hing International Holdings, Ltd.

    196,000        12,549   

Kantone Holdings, Ltd. (a)

    93,000        8,766   

Karrie International Holdings, Ltd.

    140,000        12,245   

Keck Seng Investments

    72,000        51,696   

Kerry Logistics Network, Ltd.

    107,000        134,754   

Kingmaker Footwear Holdings, Ltd.

    102,000        32,372   

Kowloon Development Co., Ltd.

    159,000        150,532   

 

See accompanying notes to financial statements.

 

MSF-13


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Hong Kong—(Continued)  

Kwan On Holdings, Ltd. (a)

    50,000      $ 13,830   

L’sea Resources International Holdings, Ltd. (a)

    360,000        4,617   

Lai Sun Development Co., Ltd.

    6,835,666        127,461   

Lai Sun Garment International, Ltd.

    498,800        103,483   

Lam Soon Hong Kong, Ltd.

    15,000        16,380   

Landing International Development, Ltd. (a)

    2,185,000        28,150   

Landsea Green Properties Co., Ltd.

    120,000        8,980   

Lifestyle China Group, Ltd. (a)

    161,500        38,528   

Lifestyle International Holdings, Ltd.

    161,500        207,264   

Lippo China Resources, Ltd.

    2,106,000        62,870   

Lippo, Ltd.

    122,000        71,328   

Lisi Group Holdings, Ltd.

    562,000        50,716   

Liu Chong Hing Investment, Ltd.

    86,000        114,882   

Luen Thai Holdings, Ltd.

    116,000        48,869   

Luk Fook Holdings International, Ltd.

    135,000        351,475   

Luks Group Vietnam Holdings Co., Ltd.

    68,000        24,432   

Lung Kee Bermuda Holdings

    116,000        38,846   

Magnificent Hotel Investment, Ltd.

    1,310,000        29,149   

Man Sang International, Ltd. (a)

    150,000        10,452   

Man Wah Holdings, Ltd.

    583,200        393,420   

Mandarin Oriental International, Ltd.

    7,700        9,814   

Mason Financial Holdings, Ltd. (a)

    2,250,000        53,569   

Matrix Holdings, Ltd.

    36,000        15,181   

Melco International Development, Ltd.

    140,000        189,362   

Midland Holdings, Ltd. (a)

    302,000        77,792   

Midland IC&I, Ltd. (a)

    1,510,000        8,720   

Ming Fai International Holdings, Ltd.

    145,000        22,943   

Miramar Hotel & Investment

    12,000        25,224   

National Electronic Holdings, Ltd.

    182,600        22,774   

Neo-Neon Holdings, Ltd. (a)

    322,500        47,655   

NetMind Financial Holdings, Ltd. (a)

    8,984,000        69,113   

New Century Group Hong Kong, Ltd. (a)

    912,000        16,323   

New Times Energy Corp., Ltd. (a)

    306,300        8,776   

Newocean Energy Holdings, Ltd.

    488,000        129,321   

Next Digital, Ltd. (a)

    414,000        19,795   

Nine Express, Ltd. (a)

    216,000        13,007   

Noble Group, Ltd. (a)

    2,264,400        263,586   

O Luxe Holdings, Ltd. (a)

    648,000        61,842   

Orange Sky Golden Harvest Entertainment Holdings, Ltd. (a)

    375,882        27,554   

Orient Overseas International, Ltd.

    45,000        186,219   

Oriental Watch Holdings

    271,600        52,337   

Pacific Andes International Holdings, Ltd. (a) (b) (c)

    1,819,984        6,431   

Pacific Basin Shipping, Ltd. (a)

    976,000        159,212   

Pacific Textiles Holdings, Ltd.

    187,000        202,263   

Paliburg Holdings, Ltd.

    328,000        102,592   

Paradise Entertainment, Ltd. (a)

    168,000        32,972   

Pearl Oriental Oil, Ltd. (a)

    404,000        13,796   

Perfect Shape Beauty Technology, Ltd.

    108,000        8,037   

Pico Far East Holdings, Ltd.

    468,000        143,478   

Playmates Holdings, Ltd.

    56,000        73,321   

Playmates Toys, Ltd.

    236,000        43,335   

Polytec Asset Holdings, Ltd.

    565,000        36,166   

Public Financial Holdings, Ltd.

    166,000        74,652   

PYI Corp., Ltd. (a)

    2,140,366        37,824   

Quam, Ltd.

    100,000        16,693   

Regal Hotels International Holdings, Ltd.

    402,000        220,250   
Hong Kong—(Continued)  

Rentian Technology Holdings, Ltd. (a)

    180,000      12,500   

Rivera Holdings, Ltd.

    20,000        1,361   

Sa Sa International Holdings, Ltd.

    343,199        136,180   

SAS Dragon Holdings, Ltd.

    140,000        28,732   

SEA Holdings, Ltd.

    94,000        225,358   

SEEC Media Group, Ltd. (a)

    860,000        14,030   

Shenwan Hongyuan HK, Ltd.

    172,500        74,775   

Shun Ho Property Investments, Ltd.

    21,615        7,554   

Shun Tak Holdings, Ltd. (a)

    701,500        240,459   

Silver Base Group Holdings, Ltd. (a)

    633,000        37,890   

Sincere Watch Hong Kong, Ltd. (a)

    250,000        6,429   

Sing Tao News Corp., Ltd.

    276,000        35,909   

Singamas Container Holdings, Ltd. (a)

    786,000        84,825   

SIS International Holdings

    16,000        7,903   

SITC International Holdings Co., Ltd.

    223,000        135,305   

Sitoy Group Holdings, Ltd.

    111,000        28,918   

Skyway Securities Group, Ltd. (a)

    750,000        19,793   

SmarTone Telecommunications Holdings, Ltd.

    142,388        191,220   

SOCAM Development, Ltd. (a)

    179,876        60,484   

Solomon Systech International, Ltd. (a)

    920,000        39,388   

Soundwill Holdings, Ltd.

    50,000        90,732   

South China Holdings Co., Ltd. (a)

    1,240,000        63,125   

Stella International Holdings, Ltd.

    161,500        259,766   

Stelux Holdings International, Ltd. (a)

    260,500        17,736   

Styland Holdings, Ltd.

    460,000        11,876   

Success Universe Group, Ltd. (a)

    240,000        6,114   

Sun Hing Vision Group Holdings, Ltd.

    42,000        15,111   

Sun Hung Kai & Co., Ltd.

    322,440        199,199   

Sunwah Kingsway Capital Holdings, Ltd.

    310,000        5,634   

TAI Cheung Holdings, Ltd.

    232,000        203,391   

Talent Property Group, Ltd. (a)

    420,000        7,835   

Tan Chong International, Ltd.

    63,000        18,686   

Tao Heung Holdings, Ltd.

    204,000        50,478   

TCL Display Technology Holdings, Ltd. (a)

    136,000        12,594   

Television Broadcasts, Ltd.

    123,500        406,081   

Texwinca Holdings, Ltd.

    300,000        195,943   

Titan Petrochemicals Group, Ltd. (a)

    1,000,000        9,868   

Tom Group, Ltd. (a)

    118,000        26,714   

Town Health International Medical Group, Ltd.

    230,000        37,036   

Tradelink Electronic Commerce, Ltd.

    256,000        52,681   

Transport International Holdings, Ltd.

    132,000        374,738   

Trinity, Ltd. (a)

    466,000        34,905   

TSC Group Holdings, Ltd. (a)

    216,000        30,784   

Tsui Wah Holdings, Ltd.

    40,000        6,679   

United Laboratories International Holdings, Ltd. (The) (a)

    241,000        163,675   

Universal Technologies Holdings, Ltd. (a)

    120,000        5,184   

Up Energy Development Group, Ltd. (a) (b) (c)

    92,000        1,148   

Upbest Group, Ltd.

    16,000        2,508   

Value Convergence Holdings, Ltd. (a)

    104,000        24,394   

Value Partners Group, Ltd.

    69,000        54,889   

Valuetronics Holdings, Ltd.

    48,900        17,545   

Varitronix International, Ltd.

    137,000        57,138   

Vedan International Holdings, Ltd.

    296,000        37,300   

Victory City International Holdings, Ltd.

    839,449        27,651   

Vitasoy International Holdings, Ltd.

    358,000        717,576   

VS International Group, Ltd. (a)

    160,000        6,156   

 

See accompanying notes to financial statements.

 

MSF-14


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Hong Kong—(Continued)  

VST Holdings, Ltd.

    487,200      $ 170,291   

VTech Holdings, Ltd.

    41,500        554,160   

Wai Kee Holdings, Ltd.

    54,000        17,131   

Win Hanverky Holdings, Ltd.

    332,000        53,745   

Winfull Group Holdings, Ltd. (a)

    528,000        12,065   

Wing On Co. International, Ltd.

    46,000        141,418   

Wing Tai Properties, Ltd.

    280,000        168,573   

Wonderful Sky Financial Group Holdings, Ltd.

    44,000        11,795   

Xinyi Glass Holdings, Ltd. (a)

    826,000        671,919   

Yat Sing Holdings, Ltd. (a)

    160,000        81,366   

Yeebo International Holdings, Ltd.

    158,000        92,040   

YGM Trading, Ltd.

    46,000        43,417   

Yugang International, Ltd.

    1,466,000        27,985   
   

 

 

 
      21,646,548   
   

 

 

 
Ireland—0.8%            

C&C Group plc

    144,358        584,431   

FBD Holdings plc (a)

    10,350        75,026   

Glanbia plc

    37,294        619,421   

Grafton Group plc

    88,160        596,584   

Greencore Group plc

    365,753        1,112,001   

IFG Group plc

    44,002        81,608   

Independent News & Media plc (a)

    35,056        4,702   

Irish Continental Group plc

    22,664        107,265   

Kingspan Group plc

    44,238        1,199,403   

Smurfit Kappa Group plc

    13,745        315,128   

Tarsus Group plc

    3,274        11,423   

UDG Healthcare plc

    104,367        859,357   
   

 

 

 
      5,566,349   
   

 

 

 
Isle of Man—0.1%            

GVC Holdings plc (a)

    61,038        482,755   

Paysafe Group plc (a)

    51,693        235,284   
   

 

 

 
      718,039   
   

 

 

 
Israel—0.9%            

ADO Group, Ltd. (a)

    4,040        46,140   

Africa Israel Investments, Ltd. (a)

    64,935        9,721   

Africa Israel Properties, Ltd.

    4,653        79,610   

Africa Israel Residences, Ltd.

    880        17,063   

Airport City, Ltd. (a)

    25,014        249,135   

Allot Communications, Ltd. (a)

    10,216        49,152   

Alrov Properties and Lodgings, Ltd.

    5,057        109,653   

Amot Investments, Ltd.

    25,066        106,595   

Ashtrom Properties, Ltd.

    6,725        23,953   

AudioCodes, Ltd. (a)

    5,709        35,277   

Avgol Industries 1953, Ltd.

    9,099        10,936   

Azorim-Investment Development & Construction Co., Ltd. (a)

    23,712        21,259   

Bayside Land Corp.

    205        74,449   

Big Shopping Centers, Ltd.

    1,031        67,616   

BioLine RX, Ltd. (a)

    2,565        2,321   

Blue Square Real Estate, Ltd.

    767        29,272   

Cellcom Israel, Ltd. (a)

    13,058        105,045   

Ceragon Networks, Ltd. (a)

    14,799        36,946   
Israel—(Continued)            

Clal Biotechnology Industries, Ltd. (a)

    17,579      10,942   

Clal Insurance Enterprises Holdings, Ltd. (a)

    7,114        91,219   

Cohen Development & Industrial Buildings, Ltd. (a)

    305        7,720   

Compugen, Ltd. (a)

    14,846        75,695   

Delek Automotive Systems, Ltd.

    10,535        93,114   

Delta-Galil Industries, Ltd.

    4,030        117,162   

Direct Insurance Financial Investments, Ltd.

    5,783        51,614   

El Al Israel Airlines

    54,306        35,933   

Electra Consumer Products 1970, Ltd.

    1,236        16,967   

Electra, Ltd.

    652        104,759   

Elron Electronic Industries, Ltd.

    7,585        35,207   

Energix-Renewable Energies, Ltd.

    13,559        8,377   

Equital, Ltd. (a)

    550        10,431   

Evogene, Ltd. (a)

    5,090        25,895   

First International Bank of Israel, Ltd.

    8,900        130,237   

FMS Enterprises Migun, Ltd.

    910        24,449   

Formula Systems 1985, Ltd.

    2,591        104,819   

Fox Wizel, Ltd.

    1,475        23,867   

Gilat Satellite Networks, Ltd. (a)

    7,707        38,895   

Hadera Paper, Ltd. (a)

    1,104        37,674   

Hamlet Israel-Canada, Ltd.

    203        2,947   

Harel Insurance Investments & Financial Services, Ltd.

    43,597        199,888   

Hilan, Ltd.

    2,216        33,367   

IDI Insurance Co., Ltd.

    630        30,488   

Industrial Buildings Corp., Ltd.

    39,465        47,186   

Israel Discount Bank, Ltd. - Class A (a)

    134,749        279,736   

Israel Land Development Co., Ltd. (The)

    3,950        21,080   

Jerusalem Oil Exploration (a)

    4,736        203,164   

Kamada, Ltd. (a)

    11,729        64,054   

Kerur Holdings, Ltd.

    931        24,116   

Maabarot Products, Ltd.

    3,435        53,214   

Magic Software Enterprises, Ltd.

    9,462        64,792   

Matrix IT, Ltd.

    14,215        113,434   

Maytronics, Ltd.

    7,834        30,029   

Mazor Robotics, Ltd. (a)

    11,491        127,255   

Meitav DS Investments, Ltd.

    5,193        23,877   

Melisron, Ltd.

    4,351        184,775   

Menora Mivtachim Holdings, Ltd. (a)

    11,310        102,722   

Migdal Insurance & Financial Holding, Ltd. (a)

    55,471        45,363   

Mivtach Shamir Holdings, Ltd.

    1,401        28,553   

Naphtha Israel Petroleum Corp., Ltd. (a)

    14,775        95,400   

Neto ME Holdings, Ltd.

    963        74,865   

Nova Measuring Instruments, Ltd. (a)

    9,293        124,214   

Oil Refineries, Ltd. (a)

    418,554        147,438   

Ormat Technologies, Inc.

    1        30   

Partner Communications Co., Ltd. (a)

    21,648        103,811   

Paz Oil Co., Ltd.

    1,481        217,214   

Perion Network, Ltd. (a)

    3,246        4,483   

Phoenix Holdings, Ltd. (The) (a)

    20,176        69,924   

Plasson Industries, Ltd.

    1,729        50,989   

Rami Levi Chain Stores Hashikma Marketing, Ltd.

    1,803        72,913   

Sapiens International Corp. NV

    6,702        95,527   

Scope Metals Group, Ltd.

    646        12,957   

Shapir Engineering & Industry, Ltd.

    13,184        28,659   

Shikun & Binui, Ltd.

    73,332        139,998   

Shufersal, Ltd.

    23,137        86,381   

Space Communication, Ltd. (a)

    2,951        18,584   

 

See accompanying notes to financial statements.

 

MSF-15


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Israel—(Continued)            

Strauss Group, Ltd.

    6,965      $ 110,098   

Summit Real Estate Holdings, Ltd. (a)

    2,798        15,065   

Tadiran Holdings, Ltd.

    568        12,659   

Tower Semiconductor, Ltd. (a)

    12,319        233,052   

Tower Semiconductor, Ltd. (U.S. Listed Shares) (a)

    1,303        24,796   

Union Bank of Israel (a)

    7,545        33,101   
   

 

 

 
      5,571,317   
   

 

 

 
Italy—3.7%            

A2A S.p.A.

    481,411        622,960   

ACEA S.p.A.

    23,394        284,206   

Aeffe S.p.A. (a)

    11,359        13,255   

Amplifon S.p.A.

    36,377        346,432   

Anima Holding S.p.A.

    16,529        89,710   

Ansaldo STS S.p.A.

    39,015        486,239   

Arnoldo Mondadori Editore S.p.A. (a)

    63,913        78,706   

Ascopiave S.p.A.

    28,294        81,100   

Astaldi S.p.A.

    20,559        116,798   

Autogrill S.p.A.

    44,414        401,209   

Azimut Holding S.p.A.

    40,582        675,919   

Banca Carige S.p.A. (a)

    156,432        52,303   

Banca Finnat Euramerica S.p.A.

    50,851        19,892   

Banca Generali S.p.A.

    19,591        466,991   

Banca IFIS S.p.A.

    7,714        210,761   

Banca Mediolanum S.p.A.

    39,203        281,599   

Banca Popolare dell’Emilia Romagna SC

    202,667        1,078,180   

Banca Popolare dell’Etruria e del Lazio SC (a) (b) (c) (d)

    91,952        0   

Banca Popolare di Milano Scarl

    1,819,630        685,978   

Banca Popolare di Sondrio Scarl

    173,614        571,180   

Banca Profilo S.p.A.

    117,883        21,529   

Banco di Desio e della Brianza S.p.A.

    20,306        41,998   

Banco Popolare SC

    105,433        254,252   

BasicNet S.p.A.

    13,493        47,571   

Biesse S.p.A.

    6,021        121,068   

Brembo S.p.A.

    9,033        546,361   

Brunello Cucinelli S.p.A.

    8,151        174,498   

Buzzi Unicem S.p.A.

    30,820        729,324   

Cairo Communication S.p.A.

    24,474        98,060   

Caltagirone Editore S.p.A. (a)

    6,273        4,853   

Cementir Holding S.p.A.

    31,117        137,579   

Cerved Information Solutions S.p.A.

    44,102        365,464   

CIR-Compagnie Industriali Riunite S.p.A.

    201,871        219,402   

Credito Emiliano S.p.A.

    44,882        269,263   

Credito Valtellinese SC

    463,264        181,429   

Danieli & C Officine Meccaniche S.p.A.

    4,846        98,451   

Datalogic S.p.A.

    9,916        194,992   

Davide Campari-Milano S.p.A.

    106,679        1,042,748   

De’Longhi S.p.A.

    16,896        401,245   

DeA Capital S.p.A.

    18,071        22,788   

DiaSorin S.p.A.

    6,863        406,279   

Ei Towers S.p.A. (a)

    7,035        379,032   

El.En. S.p.A.

    5,028        124,205   

ERG S.p.A.

    21,603        231,782   

Esprinet S.p.A.

    18,719        139,440   

Eurotech S.p.A. (a) (d)

    13,076        20,840   
Italy—(Continued)            

Falck Renewables S.p.A.

    34,815      33,844   

Fincantieri S.p.A. (a)

    79,520        39,542   

FNM S.p.A.

    55,327        28,753   

Geox S.p.A.

    42,620        99,100   

Gruppo Editoriale L’Espresso S.p.A. (a)

    75,580        58,739   

Gruppo MutuiOnline S.p.A.

    5,404        48,054   

Hera S.p.A.

    231,619        533,794   

IMMSI S.p.A.

    100,436        39,063   

Industria Macchine Automatiche S.p.A.

    5,461        331,029   

Infrastrutture Wireless Italiane S.p.A.

    24,893        115,273   

Intek Group S.p.A. (a)

    80,757        17,371   

Interpump Group S.p.A.

    28,206        461,450   

Iren S.p.A.

    231,134        378,382   

Italgas S.p.A. (a)

    28,211        111,005   

Italmobiliare S.p.A.

    4,262        200,220   

Juventus Football Club S.p.A. (a)

    147,435        46,709   

La Doria S.p.A.

    3,877        36,586   

Maire Tecnimont S.p.A.

    35,567        96,433   

MARR S.p.A.

    13,428        245,078   

Mediaset S.p.A.

    192,042        829,968   

Moncler S.p.A.

    22,813        396,756   

Nice S.p.A.

    9,890        26,518   

Parmalat S.p.A.

    26,712        83,283   

Piaggio & C S.p.A.

    71,430        119,128   

Prelios S.p.A. (a)

    54,976        5,326   

Prima Industrie S.p.A.

    1,853        30,842   

Prysmian S.p.A.

    75,002        1,925,253   

Recordati S.p.A.

    33,633        952,640   

Reno de Medici S.p.A.

    29,538        9,483   

Reply S.p.A.

    1,999        248,481   

Retelit S.p.A. (a)

    36,769        41,370   

Sabaf S.p.A.

    3,059        33,516   

SAES Getters S.p.A.

    1,416        17,739   

Safilo Group S.p.A. (a)

    10,142        84,942   

Saipem S.p.A. (a)

    747,418        418,204   

Salini Impregilo S.p.A.

    70,140        221,489   

Salvatore Ferragamo S.p.A.

    16,352        385,923   

Saras S.p.A.

    134,526        242,857   

SAVE S.p.A.

    5,376        98,146   

Snai S.p.A. (a)

    21,135        29,177   

Societa Cattolica di Assicurazioni S.c.r.l.

    63,558        372,454   

Societa Iniziative Autostradali e Servizi S.p.A.

    25,981        221,328   

Sogefi S.p.A. (a)

    24,822        63,550   

SOL S.p.A.

    11,001        92,231   

Tamburi Investment Partners S.p.A.

    14,397        54,545   

Tiscali S.p.A. (a)

    802,477        38,394   

Tod’s S.p.A. (d)

    3,954        257,072   

Trevi Finanziaria Industriale S.p.A. (a)

    31,414        32,419   

TXT e-solutions S.p.A.

    1,815        14,322   

Uni Land S.p.A. (a) (b) (c)

    4,937        0   

Unione di Banche Italiane S.p.A.

    6,735        18,512   

Unipol Gruppo Finanziario S.p.A.

    126,457        455,338   

UnipolSai S.p.A.

    34,177        72,966   

Vittoria Assicurazioni S.p.A.

    12,164        129,824   

Yoox Net-A-Porter Group S.p.A. (a)

    21,096        595,915   

Zignago Vetro S.p.A.

    11,476        66,681   
   

 

 

 
      24,444,888   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-16


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Japan—24.2%  

A&A Material Corp.

    12,000      $ 13,122   

A&D Co., Ltd.

    3,000        11,998   

A/S One Corp.

    4,100        170,183   

Accordia Golf Co., Ltd.

    19,200        196,795   

Achilles Corp.

    6,500        87,153   

Adastria Co., Ltd.

    9,240        238,436   

ADEKA Corp.

    34,600        469,336   

Advan Co., Ltd.

    8,300        85,319   

Advanex, Inc.

    900        12,564   

Aeon Delight Co., Ltd.

    3,900        108,597   

Aeon Fantasy Co., Ltd.

    2,400        65,550   

Aeon Hokkaido Corp.

    2,600        13,113   

AGORA Hospitality Group Co., Ltd. (a)

    27,000        9,000   

Agro-Kanesho Co., Ltd.

    3,500        36,344   

Ahresty Corp.

    9,200        103,128   

Ai Holdings Corp.

    12,200        242,233   

Aica Kogyo Co., Ltd.

    17,200        452,964   

Aichi Bank, Ltd. (The)

    4,100        229,583   

Aichi Corp.

    10,800        75,588   

Aichi Steel Corp.

    4,300        179,532   

Aichi Tokei Denki Co., Ltd.

    1,900        60,097   

Aida Engineering, Ltd.

    20,700        195,907   

Aigan Co., Ltd.

    6,600        10,995   

Ain Holdings, Inc.

    2,300        152,024   

Aiphone Co., Ltd.

    6,800        113,983   

Airport Facilities Co., Ltd.

    7,500        36,843   

Aisan Industry Co., Ltd.

    10,400        88,861   

Aizawa Securities Co., Ltd.

    13,800        77,307   

Akebono Brake Industry Co., Ltd. (a)

    32,600        84,199   

Akita Bank, Ltd. (The)

    79,000        255,010   

Alconix Corp.

    3,200        45,596   

Alinco, Inc.

    5,800        52,141   

Alpen Co., Ltd.

    7,000        125,528   

Alpha Corp.

    2,200        21,211   

Alpha Systems, Inc.

    3,940        62,698   

Alpine Electronics, Inc.

    16,600        215,080   

Alps Logistics Co., Ltd.

    8,200        47,348   

Altech Corp.

    2,600        55,001   

Amano Corp.

    21,000        368,197   

Amiyaki Tei Co., Ltd.

    1,100        36,688   

Amuse, Inc.

    3,600        55,378   

Anabuki Kosan, Inc.

    400        9,059   

Anest Iwata Corp.

    10,400        101,843   

Anicom Holdings, Inc.

    2,100        43,576   

Anritsu Corp.

    48,800        262,674   

AOI Electronics Co., Ltd.

    1,100        28,481   

AOI Pro, Inc. (b)

    4,700        35,026   

AOKI Holdings, Inc.

    15,900        195,153   

Aomori Bank, Ltd. (The)

    94,000        314,490   

Aoyama Trading Co., Ltd.

    17,900        622,576   

Arakawa Chemical Industries, Ltd.

    7,200        114,676   

Arata Corp.

    4,600        103,874   

Araya Industrial Co., Ltd.

    26,000        35,322   

Arcland Sakamoto Co., Ltd.

    11,700        135,756   

Arcs Co., Ltd.

    13,364        300,600   

Ardepro Co., Ltd.

    15,000        20,057   

Argo Graphics, Inc.

    2,800        56,249   
Japan—(Continued)  

Ariake Japan Co., Ltd.

    5,700      303,918   

Arisawa Manufacturing Co., Ltd.

    14,300        78,640   

Arrk Corp. (a)

    22,600        22,782   

Artnature, Inc.

    5,000        30,211   

Asahi Broadcasting Corp.

    2,400        14,337   

Asahi Co., Ltd.

    4,500        49,465   

Asahi Diamond Industrial Co., Ltd.

    21,200        154,303   

Asahi Holdings, Inc.

    9,000        156,189   

Asahi Kogyosha Co., Ltd.

    2,700        67,323   

Asahi Net, Inc.

    5,000        20,933   

Asahi Printing Co., Ltd.

    200        4,483   

ASAHI YUKIZAI Corp.

    34,000        63,230   

Asahipen Corp.

    4,000        6,016   

Asanuma Corp.

    24,000        78,501   

Asatsu-DK, Inc.

    12,800        309,308   

Asax Co., Ltd.

    1,800        24,993   

Ashimori Industry Co., Ltd.

    24,000        32,812   

ASKA Pharmaceutical Co., Ltd.

    7,500        109,401   

ASKUL Corp.

    1,500        51,232   

Asunaro Aoki Construction Co., Ltd.

    8,000        53,449   

Ateam, Inc.

    600        11,811   

Atom Corp.

    11,100        68,340   

Atsugi Co., Ltd.

    88,000        93,910   

Autobacs Seven Co., Ltd.

    22,700        340,242   

Avex Group Holdings, Inc.

    12,000        172,390   

Awa Bank, Ltd. (The)

    82,000        502,237   

Axell Corp.

    3,800        31,733   

Axial Retailing, Inc.

    5,100        175,104   

Azbil Corp.

    1,600        44,930   

Bando Chemical Industries, Ltd.

    18,200        161,094   

Bank of Iwate, Ltd. (The)

    7,200        289,636   

Bank of Kochi, Ltd. (The)

    16,000        18,132   

Bank of Nagoya, Ltd. (The)

    7,100        250,968   

Bank of Okinawa, Ltd. (The)

    9,760        355,404   

Bank of Saga, Ltd. (The)

    67,000        171,098   

Bank of the Ryukyus, Ltd.

    15,800        206,729   

Belc Co., Ltd.

    2,800        107,825   

Belluna Co., Ltd.

    21,900        134,651   

Benefit One, Inc.

    5,400        133,590   

Best Denki Co., Ltd.

    30,400        39,742   

Bic Camera, Inc.

    23,500        214,884   

Biofermin Pharmaceutical Co., Ltd.

    500        12,482   

BML, Inc.

    7,600        180,842   

Bookoff Corp.

    4,700        31,617   

BP Castrol KK

    2,600        30,838   

Broadleaf Co., Ltd.

    10,200        54,899   

BRONCO BILLY Co., Ltd.

    2,400        60,085   

Bull-Dog Sauce Co., Ltd.

    600        10,929   

Bunka Shutter Co., Ltd.

    19,000        146,314   

C Uyemura & Co., Ltd.

    2,800        121,977   

CAC Holdings Corp.

    6,200        46,826   

Calsonic Kansei Corp.

    49,000        748,942   

Can Do Co., Ltd.

    3,500        52,769   

Canare Electric Co., Ltd.

    800        14,397   

Canon Electronics, Inc.

    7,400        111,287   

Capcom Co., Ltd.

    14,000        328,694   

Carlit Holdings Co., Ltd.

    7,300        34,619   

 

See accompanying notes to financial statements.

 

MSF-17


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Japan—(Continued)  

Cawachi, Ltd.

    5,700      $ 141,948   

Central Glass Co., Ltd.

    75,000        348,944   

Central Security Patrols Co., Ltd.

    3,300        59,164   

Central Sports Co., Ltd.

    2,600        61,934   

Chiba Kogyo Bank, Ltd. (The)

    16,000        80,798   

Chilled & Frozen Logistics Holdings Co., Ltd.

    2,800        32,081   

CHIMNEY Co., Ltd.

    1,400        34,419   

Chino Corp.

    4,000        37,392   

Chiyoda Co., Ltd.

    7,000        165,567   

Chiyoda Corp.

    6,000        41,474   

Chiyoda Integre Co., Ltd.

    5,300        106,671   

Chofu Seisakusho Co., Ltd.

    5,700        127,804   

Chori Co., Ltd.

    5,000        75,007   

Chubu Shiryo Co., Ltd.

    10,400        90,162   

Chudenko Corp.

    8,600        189,460   

Chuetsu Pulp & Paper Co., Ltd.

    35,000        71,193   

Chugai Mining Co., Ltd. (a)

    68,200        16,904   

Chugai Ro Co., Ltd.

    29,000        55,673   

Chugoku Marine Paints, Ltd.

    22,000        161,640   

Chukyo Bank, Ltd. (The)

    5,700        114,286   

Chuo Gyorui Co., Ltd.

    2,000        4,739   

Chuo Spring Co., Ltd.

    19,000        51,498   

Ci:z Holdings Co., Ltd.

    7,500        210,934   

Citizen Watch Co., Ltd.

    25,600        152,670   

CKD Corp.

    20,900        236,486   

Clarion Co., Ltd.

    34,000        121,613   

Cleanup Corp.

    9,700        78,448   

CMIC Holdings Co., Ltd.

    3,900        50,338   

CMK Corp. (a)

    24,300        142,910   

Cocokara fine, Inc.

    5,700        208,900   

COLOPL, Inc.

    6,700        56,768   

Colowide Co., Ltd.

    17,000        282,312   

Computer Engineering & Consulting, Ltd.

    5,200        82,282   

Computer Institute of Japan, Ltd.

    2,000        9,026   

CONEXIO Corp.

    7,900        100,714   

COOKPAD, Inc. (a) (d)

    12,600        115,676   

Corona Corp.

    8,500        83,477   

Cosel Co., Ltd.

    9,900        105,482   

Cosmo Energy Holdings Co., Ltd.

    21,800        305,784   

Cosmos Initia Co., Ltd.

    3,500        11,784   

Create Medic Co., Ltd.

    1,800        14,730   

Create SD Holdings Co., Ltd.

    8,300        177,494   

Cresco, Ltd.

    2,000        40,857   

CROOZ, Inc.

    1,400        32,850   

CTI Engineering Co., Ltd.

    5,900        52,430   

D.A. Consortium Holdings, Inc. (a)

    7,600        56,676   

Dai Nippon Toryo Co., Ltd.

    47,000        95,136   

Dai-Dan Co., Ltd.

    14,000        116,776   

Dai-ichi Seiko Co., Ltd.

    4,000        44,918   

Daibiru Corp.

    19,800        169,031   

Daido Kogyo Co., Ltd.

    10,000        22,377   

Daido Metal Co., Ltd.

    11,200        111,423   

Daido Steel Co., Ltd.

    36,000        148,749   

Daidoh, Ltd.

    13,700        47,678   

Daifuku Co., Ltd.

    8,500        180,414   

Daihatsu Diesel Manufacturing Co., Ltd.

    9,000        54,683   

Daihen Corp.

    36,000        221,939   
Japan—(Continued)  

Daiho Corp.

    25,000      118,078   

Daiichi Jitsugyo Co., Ltd.

    20,000        114,295   

Daiichi Kigenso Kagaku-Kogyo Co., Ltd.

    1,000        34,125   

Daiichikosho Co., Ltd.

    2,100        82,527   

Daiken Corp.

    4,800        84,294   

Daiken Medical Co., Ltd.

    4,400        30,194   

Daiki Aluminium Industry Co., Ltd.

    9,000        38,807   

Daikoku Denki Co., Ltd.

    2,700        41,337   

Daikokutenbussan Co., Ltd.

    1,900        79,767   

Daikokuya Holdings Co., Ltd. (a)

    21,000        15,608   

Daikyo, Inc.

    115,000        230,014   

Daikyonishikawa Corp.

    4,100        52,472   

Dainichi Co., Ltd.

    4,100        24,896   

Dainichiseika Color & Chemicals Manufacturing Co., Ltd.

    31,000        166,323   

Daio Paper Corp.

    25,300        267,190   

Daisan Bank, Ltd. (The)

    8,400        130,453   

Daiseki Co., Ltd.

    10,700        219,096   

Daiseki Eco. Solution Co., Ltd.

    2,000        24,559   

Daishi Bank, Ltd. (The)

    133,000        595,770   

Daishinku Corp.

    3,600        43,909   

Daisue Construction Co., Ltd.

    2,300        18,771   

Daisyo Corp.

    4,100        55,692   

Daito Bank, Ltd. (The)

    59,000        84,200   

Daito Electron Co., Ltd.

    800        6,398   

Daito Pharmaceutical Co., Ltd.

    3,960        76,049   

Daiwa Industries, Ltd.

    11,000        83,302   

Daiwabo Holdings Co., Ltd.

    73,000        178,451   

DCM Holdings Co., Ltd.

    37,900        336,361   

Denka Co., Ltd.

    24,000        105,653   

Denki Kogyo Co., Ltd.

    21,000        102,733   

Denyo Co., Ltd.

    4,800        64,955   

Descente, Ltd.

    13,700        157,372   

Digital Arts, Inc.

    500        11,281   

Dip Corp.

    4,100        84,669   

DKK-Toa Corp.

    2,200        9,968   

DKS Co., Ltd.

    18,000        57,220   

DMG Mori Co., Ltd.

    23,500        284,283   

DMW Corp.

    700        10,976   

Doshisha Co., Ltd.

    8,200        147,093   

Doutor Nichires Holdings Co., Ltd.

    11,500        211,017   

DSB Co., Ltd.

    5,300        28,258   

DTS Corp.

    6,600        140,392   

Dunlop Sports Co., Ltd.

    4,900        43,270   

Duskin Co., Ltd.

    14,900        305,887   

Dydo Drinco, Inc.

    2,700        140,270   

Dynic Corp.

    16,000        24,068   

Eagle Industry Co., Ltd.

    7,800        103,426   

Earth Chemical Co., Ltd.

    2,700        109,706   

Ebara Jitsugyo Co., Ltd.

    3,500        40,220   

EDION Corp.

    30,800        288,615   

eGuarantee, Inc.

    1,200        25,381   

Ehime Bank, Ltd. (The) (d)

    13,600        160,173   

Eidai Co., Ltd.

    14,000        60,695   

Eighteenth Bank, Ltd. (The)

    70,000        208,665   

Eiken Chemical Co., Ltd.

    4,600        120,927   

Eizo Corp.

    6,300        187,275   

 

See accompanying notes to financial statements.

 

MSF-18


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Japan—(Continued)  

Elecom Co., Ltd.

    5,100      $ 85,399   

Elematec Corp.

    4,000        62,172   

EM Systems Co., Ltd.

    1,800        24,742   

en-japan, Inc.

    6,800        121,188   

Endo Lighting Corp.

    2,600        19,444   

Enplas Corp.

    3,400        99,801   

Enshu, Ltd. (a)

    23,000        19,459   

EPS Holdings, Inc.

    7,900        91,928   

ESPEC Corp.

    9,100        103,984   

Excel Co., Ltd.

    2,500        32,704   

Exedy Corp.

    12,400        348,281   

F-Tech, Inc.

    3,600        40,413   

F@N Communications, Inc.

    9,600        60,773   

Faith, Inc.

    2,680        28,031   

FALCO HOLDINGS Co., Ltd.

    3,100        38,989   

FamilyMart UNY Holdings Co., Ltd.

    1        66   

Fancl Corp.

    5,300        74,021   

FCC Co., Ltd.

    12,600        226,128   

FDK Corp. (a)

    25,000        20,718   

Feed One Co., Ltd.

    65,080        86,213   

Ferrotec Corp.

    12,700        164,439   

FIDEA Holdings Co., Ltd.

    62,510        111,556   

Fields Corp.

    6,000        69,560   

Financial Products Group Co., Ltd.

    20,000        173,012   

FINDEX, Inc.

    3,900        31,499   

First Juken Co., Ltd.

    3,400        43,756   

Foster Electric Co., Ltd.

    8,800        166,094   

FP Corp.

    3,100        142,045   

France Bed Holdings Co., Ltd.

    11,300        89,702   

Freund Corp.

    2,400        32,192   

FTGroup Co., Ltd.

    1,500        9,079   

Fudo Tetra Corp.

    60,300        105,645   

Fuji Co., Ltd.

    7,300        151,703   

Fuji Corp., Ltd.

    8,600        55,249   

Fuji Kiko Co., Ltd.

    7,600        32,194   

Fuji Kosan Co., Ltd.

    4,600        17,844   

Fuji Kyuko Co., Ltd.

    13,000        119,925   

Fuji Oil Co., Ltd. (a)

    21,100        68,698   

Fuji Oil Holdings, Inc.

    21,300        418,033   

Fuji Pharma Co., Ltd.

    2,800        64,603   

Fuji Seal International, Inc.

    14,000        298,460   

Fuji Soft, Inc.

    7,300        171,923   

Fujibo Holdings, Inc.

    3,700        104,979   

Fujicco Co., Ltd.

    7,100        146,483   

Fujikura Kasei Co., Ltd.

    9,500        53,283   

Fujikura Rubber, Ltd.

    5,800        32,837   

Fujikura, Ltd.

    106,000        574,323   

Fujimi, Inc.

    7,000        130,774   

Fujimori Kogyo Co., Ltd.

    4,800        119,419   

Fujisash Co., Ltd.

    24,500        20,909   

Fujishoji Co., Ltd.

    1,300        14,453   

Fujita Kanko, Inc.

    8,000        24,057   

Fujitec Co., Ltd.

    21,000        245,685   

Fujitsu Frontech, Ltd.

    4,500        56,445   

Fujitsu General, Ltd.

    2,000        42,334   

Fujiya Co., Ltd. (a)

    5,000        9,149   

FuKoKu Co., Ltd.

    5,100        40,531   
Japan—(Continued)  

Fukuda Corp.

    10,000      95,950   

Fukui Bank, Ltd. (The)

    109,000        274,422   

Fukui Computer Holdings, Inc.

    600        14,923   

Fukushima Bank, Ltd. (The)

    112,000        93,032   

Fukushima Industries Corp.

    4,600        132,310   

Fukuyama Transporting Co., Ltd. (d)

    53,000        299,965   

FULLCAST Holdings Co., Ltd.

    4,300        35,402   

Fumakilla, Ltd.

    5,000        30,480   

Funai Electric Co., Ltd.

    7,900        62,078   

Funai Soken Holdings, Inc.

    7,780        122,093   

Furukawa Battery Co., Ltd.

    5,000        31,623   

Furukawa Co., Ltd.

    105,000        190,877   

Furukawa Electric Co., Ltd.

    23,200        677,833   

Furuno Electric Co., Ltd.

    10,500        75,620   

Furusato Industries, Ltd.

    4,600        66,721   

Furuya Metal Co., Ltd.

    1,700        24,200   

Fuso Chemical Co., Ltd.

    4,000        85,781   

Fuso Pharmaceutical Industries, Ltd.

    3,100        73,724   

Futaba Corp.

    10,200        170,690   

Futaba Industrial Co., Ltd.

    23,600        137,619   

Future Corp.

    8,400        51,956   

Fuyo General Lease Co., Ltd.

    8,000        381,786   

G-Tekt Corp.

    7,700        148,980   

Gakken Holdings Co., Ltd.

    23,000        62,546   

GCA Corp.

    4,900        34,403   

Gecoss Corp.

    6,400        60,607   

Genki Sushi Co., Ltd.

    1,600        28,832   

Genky Stores, Inc.

    1,200        57,799   

Geo Holdings Corp.

    13,500        157,091   

GLOBERIDE, Inc.

    3,500        57,782   

Glory, Ltd.

    5,700        179,608   

GMO Click Holdings, Inc.

    1,800        13,311   

GMO internet, Inc.

    20,400        259,525   

GMO Payment Gateway, Inc.

    2,600        115,498   

Godo Steel, Ltd.

    5,000        90,261   

Goldcrest Co., Ltd.

    8,230        147,850   

Grandy House Corp.

    3,600        12,336   

Gree, Inc.

    26,400        139,159   

GSI Creos Corp.

    28,000        29,672   

Gun-Ei Chemical Industry Co., Ltd.

    2,400        68,327   

Gunze, Ltd.

    69,000        229,245   

Gurunavi, Inc.

    8,500        167,969   

H-One Co., Ltd.

    6,000        54,417   

Hagihara Industries, Inc.

    2,900        64,360   

Hakudo Co., Ltd.

    500        6,027   

Hakuto Co., Ltd.

    7,100        63,109   

Hakuyosha Co., Ltd.

    800        18,329   

Hamakyorex Co., Ltd.

    5,600        103,770   

Hanwa Co., Ltd.

    69,000        450,664   

Happinet Corp.

    5,000        54,401   

Hard Off Corp. Co., Ltd.

    3,700        38,765   

Harima Chemicals Group, Inc.

    7,100        45,466   

Haruyama Trading Co., Ltd.

    5,400        39,620   

Hazama Ando Corp.

    54,490        358,948   

Heiwa Corp.

    200        4,575   

Heiwa Real Estate Co., Ltd.

    16,900        229,492   

Heiwado Co., Ltd.

    11,200        263,464   

 

See accompanying notes to financial statements.

 

MSF-19


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Japan—(Continued)  

HI-LEX Corp.

    7,700      $ 193,930   

Hibiya Engineering, Ltd.

    8,700        123,154   

Hiday Hidaka Corp.

    4,039        96,232   

Himaraya Co., Ltd.

    2,600        18,924   

Hioki EE Corp.

    2,300        41,327   

Hiramatsu, Inc.

    8,300        47,669   

Hirano Tecseed Co., Ltd.

    500        4,953   

HIS Co., Ltd.

    1,400        36,575   

Hisaka Works, Ltd.

    11,000        82,670   

Hitachi Koki Co., Ltd.

    19,600        246,408   

Hitachi Kokusai Electric, Inc.

    14,600        304,448   

Hitachi Maxell, Ltd.

    900        15,308   

Hitachi Transport System, Ltd.

    9,600        194,505   

Hitachi Zosen Corp.

    61,600        321,585   

Hochiki Corp.

    8,800        107,240   

Hodogaya Chemical Co., Ltd.

    2,800        64,328   

Hogy Medical Co., Ltd.

    4,400        271,150   

Hokkaido Electric Power Co., Inc.

    35,000        273,028   

Hokkaido Gas Co., Ltd.

    27,000        63,694   

Hokkan Holdings, Ltd.

    25,000        100,358   

Hokko Chemical Industry Co., Ltd.

    8,000        30,278   

Hokkoku Bank, Ltd. (The)

    109,000        387,013   

Hokuetsu Bank, Ltd. (The)

    9,600        216,762   

Hokuetsu Industries Co., Ltd.

    7,000        47,489   

Hokuetsu Kishu Paper Co., Ltd.

    51,800        292,725   

Hokuriku Electric Industry Co., Ltd.

    28,000        32,057   

Hokuriku Electrical Construction Co., Ltd.

    3,000        21,869   

Hokuriku Gas Co., Ltd.

    1,000        23,564   

Hokuto Corp.

    7,100        128,006   

Honeys Co., Ltd.

    6,930        72,022   

Hoosiers Holdings Co., Ltd.

    12,700        65,852   

Horiba, Ltd.

    7,800        360,224   

Hosiden Corp.

    20,000        161,411   

Hosokawa Micron Corp.

    11,000        70,888   

House Foods Group, Inc.

    3,300        68,299   

Howa Machinery, Ltd.

    5,700        29,874   

Hurxley Corp.

    800        7,757   

Hyakugo Bank, Ltd. (The)

    94,000        380,862   

Hyakujushi Bank, Ltd. (The)

    107,000        362,591   

I-Net Corp.

    3,520        32,669   

Ibiden Co., Ltd.

    5,700        76,479   

IBJ Leasing Co., Ltd.

    7,200        160,625   

Ichibanya Co., Ltd.

    1,000        31,860   

Ichigo, Inc.

    35,900        132,711   

Ichiken Co., Ltd.

    12,000        43,973   

Ichikoh Industries, Ltd.

    16,000        51,353   

ICHINEN HOLDINGS Co., Ltd.

    7,400        72,266   

Ichiyoshi Securities Co., Ltd.

    12,600        96,482   

Icom, Inc.

    3,800        73,505   

Idec Corp.

    11,300        105,378   

IDOM, Inc.

    20,400        112,222   

Ihara Chemical Industry Co., Ltd.

    13,500        130,236   

Iino Kaiun Kaisha, Ltd.

    32,200        126,657   

IJT Technology Holdings Co., Ltd.

    9,000        35,311   

Ikegami Tsushinki Co., Ltd.

    30,000        42,524   

Imagica Robot Holdings, Inc.

    4,500        26,450   

Imasen Electric Industrial

    7,200        61,613   
Japan—(Continued)  

Imperial Hotel, Ltd.

    1,300      23,070   

Inaba Denki Sangyo Co., Ltd.

    8,100        278,334   

Inaba Seisakusho Co., Ltd.

    2,100        24,152   

Inabata & Co., Ltd.

    17,700        194,620   

Inageya Co., Ltd.

    11,200        141,677   

Ines Corp.

    13,900        144,578   

Infocom Corp.

    4,000        56,448   

Infomart Corp.

    4,200        24,524   

Information Services International-Dentsu, Ltd.

    4,300        65,711   

Innotech Corp.

    10,300        50,589   

Intage Holdings, Inc.

    6,700        113,295   

Internet Initiative Japan, Inc.

    9,800        147,703   

Inui Global Logistics Co., Ltd.

    5,355        45,107   

Iriso Electronics Co., Ltd.

    2,500        142,893   

Ise Chemicals Corp.

    5,000        21,100   

Iseki & Co., Ltd.

    74,000        142,063   

Ishihara Sangyo Kaisha, Ltd. (a)

    12,200        95,116   

Ishii Iron Works Co., Ltd.

    900        14,226   

Ishizuka Glass Co., Ltd.

    5,000        8,353   

IT Holdings Corp.

    25,700        548,733   

Itfor, Inc.

    10,300        55,592   

Itochu Enex Co., Ltd.

    19,400        152,265   

Itochu-Shokuhin Co., Ltd.

    2,400        89,638   

Itoham Yonekyu Holdings, Inc. (a)

    11,178        103,361   

Itoki Corp.

    17,500        110,394   

IwaiCosmo Holdings, Inc.

    7,900        73,905   

Iwaki & Co., Ltd.

    14,000        26,814   

Iwasaki Electric Co., Ltd.

    25,000        39,951   

Iwatani Corp.

    58,000        308,134   

Iwatsuka Confectionery Co., Ltd.

    500        17,467   

Izutsuya Co., Ltd. (a)

    4,700        15,941   

J-Oil Mills, Inc.

    4,000        136,159   

Jafco Co., Ltd.

    6,400        209,339   

Jalux, Inc.

    2,400        41,138   

Jamco Corp. (d)

    3,400        69,929   

Janome Sewing Machine Co., Ltd. (a)

    7,099        48,477   

Japan Aviation Electronics Industry, Ltd.

    7,000        98,399   

Japan Digital Laboratory Co., Ltd.

    1,800        36,972   

Japan Display, Inc. (a)

    60,000        169,659   

Japan Drilling Co., Ltd.

    2,100        43,692   

Japan Foundation Engineering Co., Ltd.

    10,200        30,938   

Japan Material Co., Ltd.

    1,000        15,438   

Japan Medical Dynamic Marketing, Inc.

    3,000        21,184   

Japan Oil Transportation Co., Ltd.

    100        2,072   

Japan Petroleum Exploration Co., Ltd.

    6,000        133,030   

Japan Property Management Center Co., Ltd.

    2,000        22,196   

Japan Pulp & Paper Co., Ltd.

    46,000        144,653   

Japan Radio Co., Ltd.

    4,000        47,851   

Japan Steel Works, Ltd. (The)

    23,200        410,613   

Japan Transcity Corp.

    29,000        105,836   

Japan Wool Textile Co., Ltd. (The)

    23,000        170,964   

Jastec Co., Ltd.

    5,100        46,005   

JBCC Holdings, Inc.

    7,000        45,411   

JCU Corp.

    1,600        77,254   

Jeol, Ltd.

    26,000        113,203   

Jimoto Holdings, Inc.

    67,900        114,829   

Jin Co., Ltd.

    4,200        192,742   

 

See accompanying notes to financial statements.

 

MSF-20


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Japan—(Continued)  

JK Holdings Co., Ltd.

    5,600      $ 28,021   

JMS Co., Ltd.

    15,000        38,854   

Joban Kosan Co., Ltd. (d)

    1,700        23,217   

Joshin Denki Co., Ltd.

    21,000        177,604   

JP-Holdings, Inc.

    17,900        38,999   

JSP Corp.

    5,100        118,471   

Juki Corp.

    11,200        101,004   

Juroku Bank, Ltd. (The)

    131,000        458,324   

Justsystems Corp.

    9,700        93,703   

JVC Kenwood Corp.

    53,300        145,198   

K&O Energy Group, Inc.

    6,700        105,390   

K’s Holdings Corp.

    5,700        99,679   

kabu.com Securities Co., Ltd.

    47,800        164,771   

Kadokawa Dwango (a)

    12,508        180,380   

Kaga Electronics Co., Ltd.

    7,200        116,351   

Kakiyasu Honten Co., Ltd.

    3,800        62,806   

Kameda Seika Co., Ltd.

    4,100        187,098   

Kamei Corp.

    12,500        127,406   

Kanaden Corp.

    9,700        88,146   

Kanagawa Chuo Kotsu Co., Ltd.

    18,000        112,165   

Kanamoto Co., Ltd.

    8,800        232,655   

Kandenko Co., Ltd.

    37,000        333,086   

Kanematsu Corp.

    149,000        250,638   

Kanematsu Electronics, Ltd.

    4,300        92,013   

Kanemi Co., Ltd.

    100        2,934   

Kansai Urban Banking Corp.

    11,000        136,974   

Kanto Denka Kogyo Co., Ltd.

    15,000        134,993   

Kappa Create Co., Ltd.

    1,200        13,412   

Kasai Kogyo Co., Ltd.

    8,600        101,792   

Katakura & Co-op Agri Corp.

    8,000        15,659   

Katakura Industries Co., Ltd.

    10,400        121,409   

Kato Sangyo Co., Ltd.

    7,100        165,865   

Kato Works Co., Ltd.

    3,800        98,514   

Kawada Technologies, Inc.

    1,500        101,115   

Kawai Musical Instruments Manufacturing Co., Ltd.

    2,600        51,249   

Kawasaki Kinkai Kisen Kaisha, Ltd.

    7,000        17,545   

Kawasaki Kisen Kaisha, Ltd. (d)

    122,000        275,431   

Kawasumi Laboratories, Inc.

    4,900        28,365   

Keihanshin Building Co., Ltd.

    14,500        75,715   

Keihin Co., Ltd./Minato-Ku Tokyo Japan

    23,000        30,070   

Keihin Corp.

    15,600        272,677   

Keiyo Bank, Ltd. (The)

    109,000        492,912   

Keiyo Co., Ltd.

    14,400        68,923   

Kenko Mayonnaise Co., Ltd.

    3,200        90,283   

KEY Coffee, Inc.

    6,700        124,691   

KFC Holdings Japan, Ltd.

    4,000        65,589   

Kimoto Co., Ltd.

    14,900        31,750   

Kimura Chemical Plants Co., Ltd.

    3,300        9,427   

King Jim Co., Ltd.

    5,800        41,864   

Kinki Sharyo Co., Ltd. (The)

    1,200        26,835   

Kintetsu Department Store Co., Ltd. (a)

    19,000        56,434   

Kintetsu World Express, Inc.

    10,800        149,415   

Kissei Pharmaceutical Co., Ltd.

    8,100        201,557   

Kita-Nippon Bank, Ltd. (The)

    4,000        106,651   

Kitagawa Iron Works Co., Ltd.

    3,100        60,365   

Kitamura Co., Ltd.

    3,700        25,563   

Kitano Construction Corp.

    22,000        60,459   
Japan—(Continued)  

Kito Corp.

    8,200      88,305   

Kitz Corp.

    39,200        213,886   

Kiyo Bank, Ltd. (The)

    32,500        519,174   

KLab, Inc. (a)

    10,600        60,109   

KNT-CT Holdings Co., Ltd. (a)

    33,000        40,903   

Koa Corp.

    13,800        130,960   

Koatsu Gas Kogyo Co., Ltd.

    13,000        83,440   

Kobe Bussan Co., Ltd.

    2,400        84,144   

Kobe Electric Railway Co., Ltd. (a)

    5,000        16,030   

Kobelco Eco-Solutions Co., Ltd.

    6,000        22,827   

Kohnan Shoji Co., Ltd.

    13,000        243,845   

Kohsoku Corp.

    5,400        51,205   

Koike Sanso Kogyo Co., Ltd.

    7,000        17,582   

Kojima Co., Ltd. (a)

    12,000        29,584   

Kokusai Co., Ltd.

    3,400        23,667   

Kokuyo Co., Ltd.

    33,800        388,433   

KOMAIHALTEC, Inc.

    2,400        43,873   

Komatsu Seiren Co., Ltd.

    14,200        91,468   

Komatsu Wall Industry Co., Ltd.

    2,700        43,853   

Komeri Co., Ltd.

    12,300        276,762   

Komori Corp.

    20,000        261,376   

Konaka Co., Ltd.

    7,300        36,450   

Kondotec, Inc.

    9,400        68,037   

Konishi Co., Ltd.

    12,100        130,118   

Konoike Transport Co., Ltd.

    3,200        42,006   

Kosaido Co., Ltd. (a)

    3,700        11,385   

Koshidaka Holdings Co., Ltd.

    2,500        42,352   

Kotobuki Spirits Co., Ltd.

    6,700        159,802   

Kourakuen Holdings Corp.

    2,900        40,602   

Krosaki Harima Corp.

    24,000        62,970   

KRS Corp.

    2,200        45,926   

KU Holdings Co., Ltd.

    8,000        56,016   

Kumagai Gumi Co., Ltd.

    91,000        233,147   

Kura Corp.

    3,300        138,619   

Kurabo Industries, Ltd.

    93,000        181,482   

Kureha Corp.

    5,200        195,262   

Kurimoto, Ltd.

    3,500        67,864   

Kuroda Electric Co., Ltd.

    13,800        272,406   

Kusuri No. Aoki Holdings Co., Ltd.

    4,900        218,011   

KYB Corp.

    74,000        358,106   

Kyodo Printing Co., Ltd.

    46,000        157,271   

Kyoei Steel, Ltd.

    6,100        115,929   

Kyokuto Boeki Kaisha, Ltd.

    9,000        18,692   

Kyokuto Kaihatsu Kogyo Co., Ltd.

    11,400        152,930   

Kyokuto Securities Co., Ltd.

    7,600        112,158   

Kyokuyo Co., Ltd.

    3,500        81,714   

KYORIN Holdings, Inc.

    15,500        331,780   

Kyoritsu Maintenance Co., Ltd.

    3,259        189,167   

Kyoritsu Printing Co., Ltd.

    6,800        18,478   

Kyosan Electric Manufacturing Co., Ltd.

    25,000        83,882   

Kyowa Electronic Instruments Co., Ltd.

    8,000        26,722   

Kyowa Exeo Corp.

    32,300        463,939   

Kyowa Leather Cloth Co., Ltd.

    3,300        23,940   

Kyudenko Corp.

    8,100        216,833   

Kyushu Financial Group, Inc.

    99,100        670,226   

LAC Co., Ltd.

    5,900        52,197   

Land Business Co., Ltd.

    7,100        16,494   

 

See accompanying notes to financial statements.

 

MSF-21


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Japan—(Continued)  

Lasertec Corp.

    6,100      $ 118,886   

LEC, Inc.

    2,900        80,111   

Leopalace21 Corp.

    82,400        454,725   

Life Corp.

    5,500        154,823   

Linical Co., Ltd.

    1,700        18,281   

Link And Motivation, Inc.

    8,900        32,478   

Lintec Corp.

    17,100        372,758   

Livesense, Inc. (a)

    3,500        13,223   

Look, Inc.

    11,000        15,802   

M&A Capital Partners Co., Ltd. (a)

    1,200        32,825   

Macnica Fuji Electronics Holdings, Inc.

    16,350        214,944   

Maeda Corp.

    40,000        348,089   

Maeda Kosen Co., Ltd.

    5,700        62,268   

Maeda Road Construction Co., Ltd.

    21,000        350,698   

Maezawa Kasei Industries Co., Ltd.

    6,800        69,377   

Maezawa Kyuso Industries Co., Ltd.

    5,600        72,844   

Makino Milling Machine Co., Ltd.

    40,000        312,057   

Mamiya-Op Co., Ltd.

    1,900        19,943   

Mandom Corp.

    5,200        223,898   

Mani, Inc.

    5,700        135,633   

Mars Engineering Corp.

    3,600        69,213   

Marubun Corp.

    8,200        48,069   

Marudai Food Co., Ltd.

    44,000        185,462   

Marufuji Sheet Piling Co., Ltd.

    13,000        28,346   

Maruha Nichiro Corp.

    13,900        374,435   

Maruka Machinery Co., Ltd.

    2,900        39,475   

Marusan Securities Co., Ltd.

    7,600        63,914   

Maruwa Co., Ltd.

    3,700        122,174   

Maruyama Manufacturing Co., Inc.

    15,000        24,361   

Maruzen CHI Holdings Co., Ltd. (a)

    11,900        37,872   

Maruzen Showa Unyu Co., Ltd.

    28,000        109,095   

Marvelous, Inc. (d)

    9,500        62,822   

Matsuda Sangyo Co., Ltd.

    7,000        89,890   

Matsui Construction Co., Ltd.

    7,800        70,535   

Matsui Securities Co., Ltd.

    2,000        17,260   

Matsuya Foods Co., Ltd.

    2,500        80,617   

Max Co., Ltd.

    15,000        182,862   

Maxvalu Nishinihon Co., Ltd.

    2,400        34,074   

Maxvalu Tokai Co., Ltd.

    5,000        80,698   

MCJ Co., Ltd.

    1,600        15,699   

MEC Co., Ltd.

    7,300        60,406   

Media Do Co., Ltd.

    1,000        11,782   

Medical System Network Co., Ltd.

    5,300        19,520   

Megmilk Snow Brand Co., Ltd.

    8,000        220,194   

Meidensha Corp.

    58,000        199,037   

Meiji Shipping Co., Ltd.

    8,500        31,090   

Meiko Electronics Co., Ltd. (a)

    7,500        57,054   

Meiko Network Japan Co., Ltd.

    7,200        66,698   

Meisei Industrial Co., Ltd.

    17,000        82,639   

Meitec Corp.

    9,500        363,080   

Meito Sangyo Co., Ltd.

    4,500        53,244   

Meiwa Corp.

    10,900        37,822   

Meiwa Estate Co., Ltd.

    5,200        31,599   

Melco Holdings, Inc.

    4,500        122,290   

Michinoku Bank, Ltd. (The)

    69,000        131,499   

Micronics Japan Co., Ltd.

    8,600        85,024   

Mie Bank, Ltd. (The)

    4,300        85,496   
Japan—(Continued)  

Mikuni Corp.

    3,000      10,142   

Milbon Co., Ltd.

    3,660        138,478   

Mimasu Semiconductor Industry Co., Ltd.

    8,200        115,507   

Minato Bank, Ltd. (The)

    6,300        111,878   

Ministop Co., Ltd.

    5,400        94,230   

Miraial Co., Ltd.

    2,900        24,803   

Mirait Holdings Corp. (d)

    24,400        220,063   

Miroku Jyoho Service Co., Ltd.

    5,900        90,509   

Misawa Homes Co., Ltd. (d)

    11,400        101,460   

Mitani Corp.

    8,600        235,537   

Mitani Sekisan Co., Ltd.

    4,100        105,195   

Mito Securities Co., Ltd.

    24,000        66,726   

Mitsuba Corp.

    13,200        213,724   

Mitsubishi Nichiyu Forklift Co., Ltd.

    8,000        57,864   

Mitsubishi Paper Mills, Ltd. (a)

    14,400        92,385   

Mitsubishi Pencil Co., Ltd.

    5,900        309,898   

Mitsubishi Research Institute, Inc.

    2,700        75,916   

Mitsubishi Shokuhin Co., Ltd.

    4,800        142,431   

Mitsubishi Steel Manufacturing Co., Ltd.

    65,000        126,549   

Mitsuboshi Belting, Ltd.

    22,000        186,917   

Mitsui Engineering & Shipbuilding Co., Ltd.

    300,000        462,331   

Mitsui High-Tec, Inc.

    11,600        82,625   

Mitsui Home Co., Ltd.

    14,000        60,832   

Mitsui Matsushima Co., Ltd.

    6,600        72,706   

Mitsui Mining & Smelting Co., Ltd.

    228,000        575,654   

Mitsui Sugar Co., Ltd.

    7,200        154,232   

Mitsui-Soko Holdings Co., Ltd.

    47,000        138,098   

Mitsumi Electric Co., Ltd. (a) (d)

    33,000        180,596   

Mitsumura Printing Co., Ltd.

    5,000        9,361   

Mitsuuroko Group Holdings Co., Ltd.

    12,900        76,586   

Miyaji Engineering Group, Inc.

    27,000        44,180   

Miyazaki Bank, Ltd. (The)

    73,000        224,945   

Miyoshi Oil & Fat Co., Ltd.

    40,000        49,581   

Mizuno Corp.

    37,000        179,435   

Mochida Pharmaceutical Co., Ltd.

    3,500        242,450   

Modec, Inc.

    3,000        47,874   

Monex Group, Inc.

    73,600        204,187   

Money Partners Group Co., Ltd.

    7,100        33,052   

Monogatari Corp. (The)

    1,700        60,750   

MORESCO Corp.

    2,500        33,322   

Morinaga & Co., Ltd.

    10,000        415,879   

Morinaga Milk Industry Co., Ltd.

    52,000        373,569   

Morita Holdings Corp.

    12,500        176,863   

Morozoff, Ltd.

    13,000        56,041   

Mory Industries, Inc.

    2,800        46,214   

Mr Max Corp.

    10,500        37,582   

MTI, Ltd.

    9,200        57,041   

Mugen Estate Co., Ltd.

    400        2,478   

Murakami Corp.

    3,000        57,663   

Musashi Seimitsu Industry Co., Ltd.

    7,900        204,554   

Musashino Bank, Ltd. (The)

    12,600        361,590   

Mutoh Holdings Co., Ltd.

    9,000        19,392   

N Field Co., Ltd.

    1,300        15,093   

NAC Co., Ltd.

    3,600        30,101   

Nachi-Fujikoshi Corp.

    60,000        259,432   

Nafco Co., Ltd.

    1,400        21,372   

Nagaileben Co., Ltd.

    5,600        121,518   

 

See accompanying notes to financial statements.

 

MSF-22


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Japan—(Continued)  

Nagano Bank, Ltd. (The)

    4,300      $ 74,709   

Nagano Keiki Co., Ltd.

    4,200        24,907   

Nagase & Co., Ltd.

    2,600        33,881   

Nagatanien Holdings Co., Ltd.

    10,000        119,326   

Nagawa Co., Ltd.

    2,800        108,828   

Nakabayashi Co., Ltd.

    18,000        40,988   

Nakamuraya Co., Ltd.

    1,900        80,983   

Nakanishi, Inc.

    4,100        158,589   

Nakano Corp.

    4,000        20,684   

Nakayama Steel Works, Ltd. (a)

    6,300        38,889   

Nakayamafuku Co., Ltd.

    2,000        13,880   

Namura Shipbuilding Co., Ltd.

    18,956        129,223   

Nanto Bank, Ltd. (The)

    9,700        368,493   

Narasaki Sangyo Co., Ltd.

    4,000        10,065   

Natori Co., Ltd.

    2,600        42,269   

NDS Co., Ltd.

    2,700        67,013   

NEC Capital Solutions, Ltd.

    3,800        58,876   

NEC Networks & System Integration Corp.

    9,100        164,060   

NET One Systems Co., Ltd.

    31,600        201,991   

Neturen Co., Ltd.

    9,800        75,328   

New Japan Chemical Co., Ltd. (a)

    9,900        13,438   

New Japan Radio Co., Ltd. (a)

    6,000        20,285   

Next Co., Ltd.

    17,000        114,774   

Nexyz Group Corp.

    1,300        15,633   

Nice Holdings, Inc.

    40,000        51,621   

Nichi-iko Pharmaceutical Co., Ltd.

    13,200        188,528   

Nichia Steel Works, Ltd.

    13,000        30,450   

Nichias Corp.

    33,000        317,395   

Nichiban Co., Ltd.

    8,000        55,251   

Nichicon Corp.

    23,900        208,056   

Nichiden Corp.

    3,100        83,346   

Nichiha Corp.

    9,600        236,876   

NichiiGakkan Co., Ltd.

    11,800        84,967   

Nichimo Co., Ltd.

    16,000        23,661   

Nichireki Co., Ltd.

    9,000        70,800   

Nihon Chouzai Co., Ltd.

    1,660        61,825   

Nihon Dempa Kogyo Co., Ltd.

    7,600        57,808   

Nihon Eslead Corp.

    2,700        31,110   

Nihon House Holdings Co., Ltd.

    15,000        63,324   

Nihon Kagaku Sangyo Co., Ltd.

    3,000        23,127   

Nihon Kohden Corp.

    4,400        97,098   

Nihon Nohyaku Co., Ltd.

    14,000        76,804   

Nihon Parkerizing Co., Ltd.

    31,600        369,633   

Nihon Plast Co., Ltd.

    2,500        23,387   

Nihon Tokushu Toryo Co., Ltd.

    2,200        32,124   

Nihon Trim Co., Ltd.

    1,300        50,086   

Nihon Unisys, Ltd.

    16,900        212,342   

Nihon Yamamura Glass Co., Ltd.

    45,000        78,333   

Nikkato Corp.

    300        1,042   

Nikkiso Co., Ltd.

    21,500        203,921   

Nikko Co., Ltd.

    1,800        32,405   

Nikkon Holdings Co., Ltd.

    22,600        469,983   

Nippon Air Conditioning Services Co., Ltd.

    9,600        49,938   

Nippon Beet Sugar Manufacturing Co., Ltd.

    5,000        98,887   

Nippon Carbide Industries Co., Inc.

    23,000        29,605   

Nippon Carbon Co., Ltd. (d)

    39,000        75,585   

Nippon Ceramic Co., Ltd.

    5,200        88,887   
Japan—(Continued)  

Nippon Chemi-Con Corp.

    59,000      128,284   

Nippon Chemical Industrial Co., Ltd.

    30,000        61,232   

Nippon Chemiphar Co., Ltd.

    800        37,282   

Nippon Coke & Engineering Co., Ltd.

    71,000        64,901   

Nippon Concrete Industries Co., Ltd.

    14,000        40,649   

Nippon Denko Co., Ltd. (a)

    56,465        115,712   

Nippon Densetsu Kogyo Co., Ltd.

    13,400        213,839   

Nippon Felt Co., Ltd.

    8,600        37,705   

Nippon Filcon Co., Ltd.

    5,200        25,518   

Nippon Fine Chemical Co., Ltd.

    5,800        44,522   

Nippon Flour Mills Co., Ltd.

    22,500        312,056   

Nippon Gas Co., Ltd.

    9,600        274,750   

Nippon Hume Corp.

    8,200        48,398   

Nippon Kanzai Co., Ltd.

    4,800        74,409   

Nippon Kasei Chemical Co., Ltd.

    18,000        24,515   

Nippon Kayaku Co., Ltd.

    8,000        98,328   

Nippon Kinzoku Co., Ltd. (a)

    1,900        20,681   

Nippon Kodoshi Corp.

    1,600        12,349   

Nippon Koei Co., Ltd.

    6,200        137,190   

Nippon Koshuha Steel Co., Ltd.

    31,000        22,511   

Nippon Light Metal Holdings Co., Ltd.

    198,000        416,836   

Nippon Paper Industries Co., Ltd.

    7,000        118,398   

Nippon Parking Development Co., Ltd.

    65,100        92,207   

Nippon Pillar Packing Co., Ltd.

    9,600        100,254   

Nippon Piston Ring Co., Ltd.

    3,200        55,893   

Nippon Rietec Co., Ltd.

    7,000        66,689   

Nippon Road Co., Ltd. (The)

    27,000        105,197   

Nippon Seiki Co., Ltd.

    15,000        319,000   

Nippon Seisen Co., Ltd.

    10,000        50,435   

Nippon Sharyo, Ltd. (a)

    26,000        61,980   

Nippon Sheet Glass Co., Ltd. (a)

    33,000        239,668   

Nippon Signal Co., Ltd.

    20,700        174,713   

Nippon Soda Co., Ltd.

    50,000        234,452   

Nippon Steel & Sumikin Bussan Corp.

    5,196        200,652   

Nippon Suisan Kaisha, Ltd.

    80,500        386,782   

Nippon Systemware Co., Ltd.

    1,300        15,865   

Nippon Thompson Co., Ltd.

    27,000        113,459   

Nippon Valqua Industries, Ltd.

    6,000        78,843   

Nippon Yakin Kogyo Co., Ltd.

    54,000        88,044   

Nipro Corp.

    24,900        271,873   

Nishi-Nippon Railroad Co., Ltd.

    61,000        278,228   

Nishikawa Rubber Co., Ltd.

    1,200        18,236   

Nishimatsu Construction Co., Ltd.

    97,000        469,209   

Nishimatsuya Chain Co., Ltd.

    4,900        58,754   

Nishio Rent All Co., Ltd.

    4,400        134,794   

Nissan Shatai Co., Ltd.

    1,300        12,605   

Nissan Tokyo Sales Holdings Co., Ltd.

    11,000        31,388   

Nissei ASB Machine Co., Ltd.

    2,100        42,321   

Nissei Build Kogyo Co., Ltd.

    18,000        81,663   

Nissei Corp.

    3,700        31,621   

Nissei Plastic Industrial Co., Ltd.

    7,100        61,252   

Nissha Printing Co., Ltd. (d)

    8,700        208,643   

Nisshin Fudosan Co.

    15,200        69,985   

Nisshin Oillio Group, Ltd. (The)

    51,000        234,072   

Nisshin Steel Co., Ltd.

    35,596        438,610   

Nisshinbo Holdings, Inc.

    47,000        452,586   

Nissin Corp.

    30,000        92,755   

 

See accompanying notes to financial statements.

 

MSF-23


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Japan—(Continued)  

Nissin Electric Co., Ltd.

    14,800      $ 162,967   

Nissin Kogyo Co., Ltd.

    16,400        258,877   

Nissui Pharmaceutical Co., Ltd.

    6,000        66,123   

Nitta Corp.

    6,800        184,456   

Nitta Gelatin, Inc.

    4,500        28,467   

Nittan Valve Co., Ltd.

    6,300        21,486   

Nittetsu Mining Co., Ltd.

    2,500        118,093   

Nitto Boseki Co., Ltd.

    49,000        191,276   

Nitto FC Co., Ltd.

    4,500        35,312   

Nitto Fuji Flour Milling Co., Ltd.

    400        13,134   

Nitto Kogyo Corp.

    9,000        122,515   

Nitto Kohki Co., Ltd.

    4,100        90,877   

Nitto Seiko Co., Ltd.

    15,000        53,335   

Nittoc Construction Co., Ltd.

    13,550        54,400   

Nittoku Engineering Co., Ltd.

    5,200        71,787   

NJS Co., Ltd.

    3,300        39,121   

Noevir Holdings Co., Ltd.

    4,800        150,169   

NOF Corp.

    52,000        496,112   

Nohmi Bosai, Ltd.

    7,000        103,037   

Nojima Corp.

    4,200        45,214   

Nomura Co., Ltd.

    12,000        173,377   

Noritake Co., Ltd.

    5,600        136,316   

Noritsu Koki Co., Ltd.

    4,000        28,824   

Noritz Corp.

    11,400        192,036   

North Pacific Bank, Ltd.

    122,400        503,302   

NS Solutions Corp.

    10,200        182,991   

NS United Kaiun Kaisha, Ltd.

    41,000        69,997   

NSD Co., Ltd.

    10,670        167,436   

NTN Corp.

    38,000        153,076   

Nuflare Technology, Inc.

    800        48,549   

Obara Group, Inc.

    4,400        195,930   

Obayashi Road Corp.

    10,000        59,811   

Odelic Co., Ltd.

    1,000        35,695   

Oenon Holdings, Inc.

    21,000        46,473   

Ogaki Kyoritsu Bank, Ltd. (The)

    135,000        524,316   

Ohara, Inc.

    4,700        33,324   

Ohashi Technica, Inc.

    4,600        55,314   

Ohsho Food Service Corp.

    3,600        135,598   

Oiles Corp.

    9,100        163,466   

Oita Bank, Ltd. (The)

    75,000        279,933   

Okabe Co., Ltd.

    16,000        131,394   

Okamoto Industries, Inc.

    16,000        147,378   

Okamoto Machine Tool Works, Ltd.

    14,000        16,764   

Okamura Corp.

    26,300        236,039   

Okasan Securities Group, Inc.

    29,000        178,586   

Okaya Electric Industries Co., Ltd.

    8,900        30,965   

Oki Electric Industry Co., Ltd.

    22,700        318,271   

Okinawa Cellular Telephone Co.

    4,400        131,150   

Okinawa Electric Power Co., Inc. (The)

    12,825        288,011   

OKK Corp.

    41,000        41,244   

OKUMA Corp.

    43,000        408,770   

Okumura Corp.

    57,000        320,198   

Okura Industrial Co., Ltd.

    22,000        92,930   

Okuwa Co., Ltd.

    10,000        100,363   

Olympic Group Corp.

    4,900        26,129   

ONO Sokki Co., Ltd.

    4,200        31,454   

Onoken Co., Ltd.

    7,400        85,856   
Japan—(Continued)  

Onward Holdings Co., Ltd.

    49,000      342,953   

Open House Co., Ltd.

    6,500        154,391   

OPT Holding, Inc. (a)

    4,700        28,901   

Optex Co., Ltd.

    4,700        102,402   

Organo Corp.

    18,000        72,459   

Origin Electric Co., Ltd.

    17,000        45,537   

Osaka Organic Chemical Industry, Ltd.

    5,900        48,484   

Osaka Soda Co., Ltd.

    30,000        119,534   

Osaka Steel Co., Ltd.

    5,900        109,025   

OSAKA Titanium Technologies Co., Ltd. (a) (d)

    2,600        36,018   

Osaki Electric Co., Ltd.

    11,000        114,382   

OSG Corp.

    19,600        384,529   

Otsuka Kagu, Ltd.

    5,500        50,069   

OUG Holdings, Inc.

    7,000        15,659   

Outsourcing, Inc.

    3,100        96,388   

Oyo Corp.

    7,400        88,726   

Pacific Industrial Co., Ltd.

    17,600        223,346   

Pacific Metals Co., Ltd. (a)

    67,000        212,820   

Pack Corp. (The)

    5,100        113,729   

Pal Group Holdings Co., Ltd.

    3,800        90,057   

Paltac Corp.

    12,650        298,340   

PanaHome Corp.

    32,000        258,415   

Panasonic Industrial Devices SUNX Co., Ltd.

    6,800        46,242   

Paramount Bed Holdings Co., Ltd.

    6,000        239,352   

Parco Co., Ltd.

    8,100        71,497   

Paris Miki Holdings, Inc.

    17,000        67,538   

Pasco Corp.

    6,000        20,120   

Pasona Group, Inc.

    7,700        52,760   

Penta-Ocean Construction Co., Ltd.

    90,500        436,830   

PIA Corp.

    300        7,492   

Pilot Corp.

    9,900        407,969   

Piolax, Inc.

    3,500        232,168   

Pioneer Corp. (a)

    117,700        235,781   

Plenus Co., Ltd.

    7,800        152,133   

Press Kogyo Co., Ltd.

    37,000        162,971   

Pressance Corp.

    10,400        128,963   

Prestige International, Inc.

    13,400        94,356   

Prima Meat Packers, Ltd.

    48,000        170,783   

Pronexus, Inc.

    7,800        73,154   

Proto Corp.

    5,300        60,644   

PS Mitsubishi Construction Co., Ltd.

    8,800        29,040   

Qol Co., Ltd.

    3,400        40,451   

Raito Kogyo Co., Ltd.

    16,900        173,224   

Rasa Industries, Ltd. (a)

    26,000        30,112   

Relo Holdings, Inc.

    1,600        228,478   

Renaissance, Inc.

    2,800        35,679   

Rengo Co., Ltd.

    72,300        392,927   

Renown, Inc. (a)

    29,200        28,212   

Resort Solution Co., Ltd.

    4,000        11,378   

Retail Partners Co., Ltd.

    1,300        12,947   

Rheon Automatic Machinery Co., Ltd.

    5,000        37,590   

Rhythm Watch Co., Ltd.

    30,000        46,896   

Riberesute Corp.

    4,300        28,793   

Ricoh Leasing Co., Ltd.

    6,400        197,085   

Right On Co., Ltd.

    5,900        50,795   

Riken Corp.

    3,500        132,290   

Riken Keiki Co., Ltd.

    6,000        85,940   

 

See accompanying notes to financial statements.

 

MSF-24


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Japan—(Continued)  

Riken Technos Corp.

    15,000      $ 68,667   

Riken Vitamin Co., Ltd.

    2,700        109,082   

Ringer Hut Co., Ltd.

    4,200        81,254   

Rion Co., Ltd.

    2,200        30,455   

Riso Kagaku Corp.

    9,458        159,462   

Riso Kyoiku Co., Ltd.

    11,590        58,803   

Rock Field Co., Ltd.

    6,600        89,357   

Rohto Pharmaceutical Co., Ltd.

    16,000        250,385   

Rokko Butter Co., Ltd.

    3,600        77,549   

Roland DG Corp.

    3,000        78,280   

Round One Corp.

    28,300        195,744   

Royal Holdings Co., Ltd.

    9,000        143,798   

Ryobi, Ltd.

    47,000        184,160   

Ryoden Corp.

    16,000        100,761   

Ryosan Co., Ltd.

    11,600        349,738   

Ryoyo Electro Corp.

    8,600        107,747   

S Foods, Inc.

    4,100        106,326   

S&B Foods, Inc.

    600        25,595   

Sac’s Bar Holdings, Inc.

    6,850        69,356   

Saibu Gas Co., Ltd.

    136,000        292,922   

Saizeriya Co., Ltd.

    10,300        231,348   

Sakai Chemical Industry Co., Ltd.

    42,000        140,283   

Sakai Heavy Industries, Ltd.

    14,000        39,124   

Sakai Moving Service Co., Ltd.

    2,600        59,930   

Sakai Ovex Co., Ltd.

    1,600        23,935   

Sakata INX Corp.

    11,800        145,668   

Sakata Seed Corp.

    8,800        248,375   

Sakura Internet, Inc.

    1,600        12,897   

Sala Corp.

    12,900        71,880   

SAMTY Co., Ltd.

    2,600        25,291   

San Holdings, Inc.

    2,500        33,190   

San-A Co., Ltd.

    5,700        275,464   

San-Ai Oil Co., Ltd.

    25,000        178,107   

San-In Godo Bank, Ltd. (The)

    59,000        490,743   

Sanden Holdings Corp.

    42,000        133,467   

Sanei Architecture Planning Co., Ltd.

    3,500        51,747   

Sangetsu Corp.

    20,500        354,759   

Sanken Electric Co., Ltd. (a)

    37,000        160,989   

Sanki Engineering Co., Ltd.

    22,200        184,678   

Sanko Marketing Foods Co., Ltd.

    3,100        25,269   

Sanko Metal Industrial Co., Ltd.

    1,000        26,928   

Sankyo Frontier Co., Ltd.

    2,000        20,449   

Sankyo Seiko Co., Ltd.

    16,300        55,585   

Sankyo Tateyama, Inc.

    11,200        151,750   

Sankyu, Inc.

    96,000        578,744   

Sanoh Industrial Co., Ltd.

    10,100        71,447   

Sanrio Co., Ltd.

    5,400        101,730   

Sanshin Electronics Co., Ltd.

    10,900        104,995   

Sanwa Holdings Corp.

    25,800        245,579   

Sanyo Chemical Industries, Ltd.

    4,200        178,659   

Sanyo Denki Co., Ltd.

    16,000        111,593   

Sanyo Electric Railway Co., Ltd.

    20,000        104,101   

Sanyo Housing Nagoya Co., Ltd.

    3,000        28,041   

Sanyo Industries, Ltd.

    13,000        21,529   

Sanyo Shokai, Ltd.

    51,000        76,673   

Sanyo Special Steel Co., Ltd.

    47,000        222,293   

Sapporo Holdings, Ltd.

    13,000        334,342   
Japan—(Continued)  

Sata Construction Co., Ltd.

    2,600      9,796   

Sato Holdings Corp.

    6,900        137,960   

Sato Shoji Corp.

    6,500        47,035   

Satori Electric Co., Ltd.

    7,100        44,176   

Sawada Holdings Co., Ltd.

    10,300        82,930   

Saxa Holdings, Inc.

    24,000        44,906   

SBS Holdings, Inc.

    6,900        48,031   

Scroll Corp.

    13,100        38,397   

SEC Carbon, Ltd.

    7,000        15,299   

Secom Joshinetsu Co., Ltd.

    900        26,333   

Seibu Electric Industry Co., Ltd.

    2,400        45,983   

Seika Corp.

    28,000        81,555   

Seikitokyu Kogyo Co., Ltd.

    12,500        52,760   

Seiko Holdings Corp.

    44,000        155,496   

Seino Holdings Co., Ltd.

    13,100        145,167   

Seiren Co., Ltd.

    19,100        233,462   

Sekisui Jushi Corp.

    12,900        203,363   

Sekisui Plastics Co., Ltd.

    12,000        83,441   

Senko Co., Ltd.

    31,000        208,946   

Senshu Electric Co., Ltd.

    2,400        38,965   

Senshu Ikeda Holdings, Inc.

    84,000        386,407   

Senshukai Co., Ltd.

    13,800        83,462   

Septeni Holdings Co., Ltd.

    27,500        93,770   

Shibaura Electronics Co., Ltd.

    2,800        57,155   

Shibaura Mechatronics Corp.

    18,000        39,491   

Shibusawa Warehouse Co., Ltd. (The)

    25,000        74,202   

Shibuya Corp.

    6,500        135,953   

Shidax Corp.

    9,600        35,790   

Shiga Bank, Ltd. (The)

    89,000        481,911   

Shikibo, Ltd.

    56,000        65,603   

Shikoku Bank, Ltd. (The)

    89,000        216,517   

Shikoku Chemicals Corp.

    16,000        145,177   

Shima Seiki Manufacturing, Ltd.

    10,400        351,138   

Shimachu Co., Ltd.

    20,500        545,405   

Shimane Bank, Ltd. (The)

    2,500        29,268   

Shimizu Bank, Ltd. (The)

    4,400        137,606   

Shimojima Co., Ltd.

    6,300        60,310   

Shin Nippon Air Technologies Co., Ltd.

    6,000        64,785   

Shin-Etsu Polymer Co., Ltd.

    22,600        176,232   

Shin-Keisei Electric Railway Co., Ltd.

    23,000        81,029   

Shinagawa Refractories Co., Ltd.

    20,000        41,760   

Shindengen Electric Manufacturing Co., Ltd.

    28,000        103,912   

Shinkawa, Ltd. (a)

    5,300        36,931   

Shinko Electric Industries Co., Ltd.

    27,600        185,936   

Shinko Plantech Co., Ltd.

    16,100        116,718   

Shinko Shoji Co., Ltd.

    7,700        81,662   

Shinko Wire Co., Ltd.

    12,000        14,243   

Shinmaywa Industries, Ltd.

    34,000        304,695   

Shinnihon Corp.

    10,200        82,036   

Shinoken Group Co., Ltd.

    1,600        28,215   

Shinsho Corp.

    1,400        29,066   

Shinwa Co., Ltd.

    3,900        58,180   

Ship Healthcare Holdings, Inc.

    14,200        364,079   

Shizuki Electric Co., Inc.

    8,000        45,574   

Shizuoka Gas Co., Ltd.

    21,300        149,728   

Shobunsha Publications, Inc.

    6,700        38,025   

Shochiku Co., Ltd.

    3,000        33,287   

 

See accompanying notes to financial statements.

 

MSF-25


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Japan—(Continued)  

Shoei Foods Corp.

    4,300      $ 81,326   

Shofu, Inc.

    3,900        44,891   

Shoko Co., Ltd. (a)

    19,000        16,396   

Showa Aircraft Industry Co., Ltd.

    4,000        38,250   

Showa Corp.

    17,600        122,282   

Showa Denko KK

    22,600        322,861   

Showa Sangyo Co., Ltd.

    33,000        169,471   

Siix Corp.

    4,800        161,868   

Sinanen Holdings Co., Ltd.

    3,600        65,695   

Sinfonia Technology Co., Ltd.

    42,000        94,331   

Sinko Industries, Ltd.

    6,400        76,897   

Sintokogio, Ltd.

    21,100        183,068   

SKY Perfect JSAT Holdings, Inc.

    29,800        136,924   

SMK Corp.

    23,000        81,739   

SMS Co., Ltd.

    7,300        161,618   

SNT Corp.

    7,800        44,025   

Soda Nikka Co., Ltd.

    7,000        30,273   

Sodick Co., Ltd.

    16,800        138,541   

Soft99 Corp.

    5,100        34,858   

Softbank Technology Corp.

    1,600        44,430   

Software Service, Inc.

    1,200        57,766   

Sogo Medical Co., Ltd.

    2,400        87,893   

Sotoh Co., Ltd.

    4,300        41,857   

Space Co., Ltd.

    5,800        61,172   

Sparx Group Co., Ltd.

    35,900        69,553   

SPK Corp.

    2,500        51,001   

SRA Holdings

    3,100        68,005   

Srg Takamiya Co., Ltd.

    5,200        27,411   

ST Corp.

    6,900        89,480   

St. Marc Holdings Co., Ltd.

    5,100        154,949   

Star Mica Co., Ltd.

    800        13,446   

Star Micronics Co., Ltd.

    4,400        59,821   

Starts Corp., Inc.

    5,800        97,995   

Starzen Co., Ltd.

    2,500        103,018   

Stella Chemifa Corp.

    3,600        95,539   

Step Co., Ltd.

    4,100        47,253   

Striders Corp. (a)

    16,000        9,970   

Studio Alice Co., Ltd.

    2,900        53,666   

Subaru Enterprise Co., Ltd.

    1,000        4,319   

Sugimoto & Co., Ltd.

    3,800        48,619   

Sumida Corp.

    6,300        57,002   

Suminoe Textile Co., Ltd.

    23,000        49,479   

Sumitomo Bakelite Co., Ltd.

    76,000        425,103   

Sumitomo Densetsu Co., Ltd.

    7,700        84,475   

Sumitomo Mitsui Construction Co., Ltd.

    260,300        273,530   

Sumitomo Osaka Cement Co., Ltd.

    142,000        533,960   

Sumitomo Precision Products Co., Ltd.

    12,000        36,304   

Sumitomo Real Estate Sales Co., Ltd.

    5,960        138,706   

Sumitomo Riko Co., Ltd.

    16,700        163,644   

Sumitomo Seika Chemicals Co., Ltd.

    3,600        140,806   

Sumitomo Warehouse Co., Ltd. (The)

    53,000        279,567   

Sun Frontier Fudousan Co., Ltd.

    7,600        66,855   

Sun-Wa Technos Corp.

    3,900        31,359   

Suncall Corp.

    11,000        51,844   

SWCC Showa Holdings Co., Ltd. (a)

    116,000        85,191   

Systena Corp.

    6,700        101,994   

T Hasegawa Co., Ltd.

    9,100        151,406   
Japan—(Continued)  

T RAD Co., Ltd.

    36,000      89,420   

T&K Toka Co., Ltd.

    10,000        87,402   

T-Gaia Corp.

    8,400        136,415   

Tabuchi Electric Co., Ltd.

    8,900        30,261   

Tachi-S Co., Ltd.

    10,300        172,350   

Tachibana Eletech Co., Ltd.

    5,640        64,158   

Tadano, Ltd.

    38,000        476,867   

Taihei Dengyo Kaisha, Ltd.

    12,000        116,535   

Taiheiyo Kouhatsu, Inc.

    21,000        17,938   

Taiho Kogyo Co., Ltd.

    7,800        109,014   

Taikisha, Ltd.

    9,100        220,956   

Taiko Bank, Ltd. (The)

    41,000        92,093   

Taiko Pharmaceutical Co., Ltd.

    2,300        36,427   

Taisei Lamick Co., Ltd.

    2,200        59,738   

Taiyo Holdings Co., Ltd.

    5,300        205,480   

Taiyo Yuden Co., Ltd.

    26,600        317,978   

Takachiho Koheki Co., Ltd.

    400        3,438   

Takagi Securities Co., Ltd.

    18,000        34,566   

Takamatsu Construction Group Co., Ltd.

    5,400        114,603   

Takano Co., Ltd.

    6,000        43,606   

Takaoka Toko Co., Ltd.

    5,365        99,294   

Takara Holdings, Inc.

    26,000        238,584   

Takara Leben Co., Ltd.

    28,600        166,363   

Takara Printing Co., Ltd.

    3,100        40,975   

Takara Standard Co., Ltd.

    18,800        306,598   

Takasago International Corp.

    6,400        168,916   

Takasago Thermal Engineering Co., Ltd.

    16,800        215,768   

Takashima & Co., Ltd.

    25,000        40,586   

Takata Corp. (a) (d)

    14,300        104,464   

Take And Give Needs Co., Ltd.

    4,010        24,938   

Takeei Corp.

    8,200        67,397   

Takeuchi Manufacturing Co., Ltd.

    10,000        221,667   

Takihyo Co., Ltd.

    13,000        50,528   

Takiron Co., Ltd.

    18,000        79,806   

Takisawa Machine Tool Co., Ltd.

    22,000        29,700   

Takuma Co., Ltd.

    25,000        213,446   

Tama Home Co., Ltd.

    8,500        38,096   

Tamron Co., Ltd.

    6,000        99,383   

Tamura Corp.

    26,000        98,060   

Tanseisha Co., Ltd.

    11,750        80,432   

TASAKI & Co., Ltd.

    800        10,759   

Tatsuta Electric Wire and Cable Co., Ltd.

    17,000        66,094   

Tayca Corp.

    12,000        65,612   

TBK Co., Ltd.

    8,000        33,933   

Teac Corp. (a)

    40,000        19,180   

TECHNO ASSOCIE Co., Ltd.

    300        2,772   

Techno Medica Co., Ltd.

    2,400        40,279   

Techno Ryowa, Ltd.

    4,800        31,511   

Tecnos Japan, Inc.

    2,000        21,601   

Teikoku Electric Manufacturing Co., Ltd.

    6,800        58,929   

Teikoku Sen-I Co., Ltd.

    6,900        90,141   

Teikoku Tsushin Kogyo Co., Ltd.

    24,000        36,107   

Tenma Corp.

    6,200        106,544   

Teraoka Seisakusho Co., Ltd.

    200        645   

Tigers Polymer Corp.

    2,200        15,009   

TKC Corp.

    6,700        182,246   

Toa Corp.

    9,600        86,042   

 

See accompanying notes to financial statements.

 

MSF-26


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Japan—(Continued)  

Toa Corp.

    8,200      $ 139,762   

Toa Oil Co., Ltd.

    32,000        39,008   

TOA ROAD Corp.

    18,000        53,371   

Toabo Corp. (a)

    3,400        15,899   

Toagosei Co., Ltd.

    37,000        363,549   

Tobishima Corp.

    55,600        87,348   

Tobu Store Co., Ltd.

    1,100        26,661   

TOC Co., Ltd.

    15,800        125,736   

Tocalo Co., Ltd.

    4,800        104,117   

Tochigi Bank, Ltd. (The)

    45,000        220,324   

Toda Corp.

    78,000        410,858   

Toda Kogyo Corp.

    11,000        26,408   

Toei Animation Co., Ltd.

    1,800        92,853   

Toei Co., Ltd.

    28,000        242,478   

Toenec Corp.

    16,000        78,608   

Toho Bank, Ltd. (The)

    83,000        309,635   

Toho Co., Ltd.

    3,400        73,521   

Toho Holdings Co., Ltd.

    19,600        390,435   

Toho Zinc Co., Ltd.

    50,000        193,376   

Tohoku Bank, Ltd. (The)

    56,000        74,680   

Tohokushinsha Film Corp.

    4,800        29,906   

Tohto Suisan Co., Ltd.

    1,400        21,809   

Tokai Carbon Co., Ltd.

    68,000        219,417   

Tokai Corp.

    3,900        132,711   

TOKAI Holdings Corp. (d)

    23,700        165,301   

Tokai Lease Co., Ltd.

    16,000        28,322   

Tokai Rika Co., Ltd.

    8,800        175,962   

Tokai Tokyo Financial Holdings, Inc.

    20,300        107,692   

Token Corp.

    2,460        173,949   

Tokushu Tokai Paper Co., Ltd.

    3,900        131,688   

Tokuyama Corp. (a)

    106,000        401,595   

Tokyo Dome Corp.

    31,000        304,946   

Tokyo Electron Device, Ltd.

    2,400        32,315   

Tokyo Energy & Systems, Inc.

    10,000        85,434   

Tokyo Individualized Educational Institute, Inc.

    5,000        40,375   

Tokyo Keiki, Inc.

    21,000        40,455   

Tokyo Ohka Kogyo Co., Ltd.

    13,100        440,831   

Tokyo Rakutenchi Co., Ltd.

    17,000        77,999   

Tokyo Rope Manufacturing Co., Ltd.

    4,600        77,129   

Tokyo Sangyo Co., Ltd.

    12,000        48,946   

Tokyo Seimitsu Co., Ltd.

    13,800        408,080   

Tokyo Steel Manufacturing Co., Ltd.

    36,800        281,842   

Tokyo Tekko Co., Ltd.

    17,000        68,433   

Tokyo Theatres Co., Inc.

    42,000        58,080   

Tokyo TY Financial Group, Inc.

    9,724        337,773   

Tokyotokeiba Co., Ltd.

    31,000        70,971   

Tokyu Recreation Co., Ltd.

    6,000        40,443   

Toli Corp.

    20,000        63,728   

Tomato Bank, Ltd.

    5,500        75,287   

Tomen Devices Corp.

    1,500        26,277   

Tomoe Corp.

    12,500        38,334   

Tomoe Engineering Co., Ltd.

    2,100        30,332   

Tomoegawa Co., Ltd.

    12,000        23,618   

Tomoku Co., Ltd.

    31,000        86,856   

TOMONY Holdings, Inc.

    62,700        323,533   

Tomy Co., Ltd.

    22,400        237,444   

Tonami Holdings Co., Ltd.

    22,000        67,113   
Japan—(Continued)  

Topcon Corp.

    11,500      172,330   

Toppan Forms Co., Ltd.

    19,800        206,136   

Topre Corp.

    12,700        317,235   

Topy Industries, Ltd.

    8,100        208,445   

Toridoll.corp

    6,900        148,519   

Torigoe Co., Ltd. (The)

    9,200        61,109   

Torii Pharmaceutical Co., Ltd.

    3,600        79,520   

Torishima Pump Manufacturing Co., Ltd.

    7,700        74,398   

Tosei Corp.

    13,200        98,670   

Toshiba Machine Co., Ltd.

    42,000        167,695   

Toshiba Plant Systems & Services Corp.

    14,100        185,384   

Toshiba TEC Corp. (a)

    13,000        62,201   

Tosho Co., Ltd.

    2,400        110,280   

Tosho Printing Co., Ltd.

    14,000        58,542   

Totetsu Kogyo Co., Ltd.

    8,400        217,269   

Tottori Bank, Ltd. (The)

    3,700        60,412   

Toukei Computer Co., Ltd.

    1,400        24,759   

Tow Co., Ltd.

    3,600        20,032   

Towa Bank, Ltd. (The)

    115,000        109,032   

Towa Corp.

    8,000        112,463   

Towa Pharmaceutical Co., Ltd.

    2,800        109,664   

Toyo Construction Co., Ltd.

    25,499        89,288   

Toyo Corp.

    9,600        85,074   

Toyo Denki Seizo KK

    3,200        43,392   

Toyo Engineering Corp.

    38,000        101,264   

Toyo Ink SC Holdings Co., Ltd.

    76,000        347,078   

Toyo Kanetsu KK

    48,000        129,156   

Toyo Kohan Co., Ltd.

    16,000        50,543   

Toyo Machinery & Metal Co., Ltd.

    7,800        29,864   

Toyo Securities Co., Ltd.

    23,000        55,525   

Toyo Sugar Refining Co., Ltd.

    9,000        8,850   

Toyo Tanso Co., Ltd.

    5,300        84,845   

Toyo Tire & Rubber Co., Ltd.

    2,900        35,948   

Toyo Wharf & Warehouse Co., Ltd.

    25,000        39,299   

Toyobo Co., Ltd.

    332,000        492,475   

TPR Co., Ltd.

    7,300        204,968   

Trancom Co., Ltd.

    2,300        112,395   

Transcosmos, Inc.

    7,700        179,574   

Trusco Nakayama Corp.

    12,600        263,337   

Trust Tech, Inc.

    3,000        42,555   

TS Tech Co., Ltd.

    2,600        66,762   

TSI Holdings Co., Ltd.

    28,205        168,743   

Tsubakimoto Chain Co.

    45,000        364,795   

Tsubakimoto Kogyo Co., Ltd.

    8,000        22,968   

Tsudakoma Corp. (a)

    16,000        22,558   

Tsugami Corp.

    22,000        125,979   

Tsukada Global Holdings, Inc.

    7,200        41,827   

Tsukamoto Corp. Co., Ltd.

    21,000        22,980   

Tsukishima Kikai Co., Ltd.

    8,600        89,656   

Tsukuba Bank, Ltd.

    34,500        102,160   

Tsukui Corp.

    18,800        127,184   

Tsumura & Co.

    6,600        181,502   

Tsurumi Manufacturing Co., Ltd.

    6,100        87,818   

Tsutsumi Jewelry Co., Ltd.

    3,800        63,457   

TTK Co., Ltd.

    4,000        16,569   

TV Tokyo Holdings Corp.

    3,700        72,859   

TYK Corp.

    6,000        9,686   

 

See accompanying notes to financial statements.

 

MSF-27


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Japan—(Continued)  

Tyo, Inc. (b)

    9,600      $ 12,485   

U-Shin, Ltd. (d)

    8,400        54,812   

UACJ Corp.

    106,850        291,935   

Ube Industries, Ltd.

    215,000        449,605   

Uchida Yoko Co., Ltd.

    21,000        87,150   

Ueki Corp.

    11,000        24,259   

UKC Holdings Corp.

    5,000        89,578   

Ulvac, Inc.

    13,000        397,109   

Uniden Holdings Corp. (a)

    25,000        35,461   

Union Tool Co.

    3,400        88,318   

Unipres Corp.

    13,900        276,008   

United Arrows, Ltd.

    6,000        165,189   

United Super Markets Holdings, Inc.

    20,700        174,292   

Unitika, Ltd. (a)

    156,000        111,519   

Universal Entertainment Corp. (a)

    6,800        196,104   

Unizo Holdings Co., Ltd.

    3,800        100,094   

Usen Corp.

    40,800        147,880   

Ushio, Inc.

    39,000        496,032   

UT Group Co., Ltd. (a)

    9,800        80,516   

Utoc Corp.

    5,100        17,777   

V Technology Co., Ltd.

    800        89,248   

Valor Holdings Co., Ltd.

    11,800        307,433   

VeriServe Corp.

    500        13,281   

Village Vanguard Co., Ltd.

    2,300        23,225   

Vital KSK Holdings, Inc.

    14,200        120,087   

Vitec Holdings Co., Ltd.

    3,700        39,344   

Voyage Group, Inc.

    1,500        13,421   

VT Holdings Co., Ltd.

    24,300        119,682   

W-Scope Corp.

    2,100        31,467   

Wacoal Holdings Corp.

    29,000        337,611   

Wakachiku Construction Co., Ltd.

    46,000        60,506   

Wakamoto Pharmaceutical Co., Ltd.

    9,000        19,125   

Wakita & Co., Ltd.

    15,300        127,074   

Warabeya Nichiyo Holdings Co., Ltd.

    5,000        105,484   

WATAMI Co., Ltd.

    7,600        71,715   

Weathernews, Inc.

    2,100        64,502   

Wellnet Corp.

    4,600        50,891   

West Holdings Corp.

    7,200        51,841   

WirelessGate, Inc.

    1,000        14,542   

Wood One Co., Ltd.

    19,000        44,343   

Wowow, Inc.

    2,200        65,794   

Xebio Holdings Co., Ltd.

    8,700        134,210   

Y. A. C. Co., Ltd.

    3,900        42,274   

Yachiyo Industry Co., Ltd.

    3,900        34,617   

Yahagi Construction Co., Ltd.

    10,900        100,602   

Yaizu Suisankagaku Industry Co., Ltd.

    4,400        41,758   

YAMABIKO Corp.

    12,800        177,775   

Yamagata Bank, Ltd. (The)

    52,000        219,291   

Yamaichi Electronics Co., Ltd.

    8,200        79,508   

Yamanashi Chuo Bank, Ltd. (The)

    66,000        313,775   

Yamatane Corp.

    3,400        46,161   

Yamato Corp.

    9,000        44,612   

Yamato International, Inc.

    6,700        23,090   

Yamato Kogyo Co., Ltd.

    1,800        49,923   

Yamaya Corp.

    1,150        16,797   

Yamazawa Co., Ltd.

    1,000        15,060   

Yamazen Corp.

    19,500        162,552   
Japan—(Continued)  

Yaoko Co., Ltd.

    5,200      206,698   

Yashima Denki Co., Ltd.

    7,500        39,164   

Yasuda Logistics Corp.

    7,400        47,784   

Yellow Hat, Ltd.

    5,800        125,087   

Yodogawa Steel Works, Ltd.

    7,600        198,220   

Yokogawa Bridge Holdings Corp.

    12,800        148,781   

Yokohama Reito Co., Ltd.

    18,600        162,982   

Yokowo Co., Ltd.

    7,900        64,947   

Yomeishu Seizo Co., Ltd.

    3,000        48,172   

Yomiuri Land Co., Ltd.

    13,000        53,773   

Yondenko Corp.

    8,000        30,567   

Yondoshi Holdings, Inc.

    4,600        97,063   

Yorozu Corp.

    7,900        113,460   

Yoshinoya Holdings Co., Ltd.

    13,600        186,304   

Yuasa Funashoku Co., Ltd.

    13,000        34,904   

Yuasa Trading Co., Ltd.

    6,700        166,999   

Yuken Kogyo Co., Ltd.

    17,000        31,958   

Yuki Gosei Kogyo Co., Ltd.

    6,000        13,032   

Yumeshin Holdings Co., Ltd.

    10,100        68,009   

Yurtec Corp.

    17,000        115,312   

Yusen Logistics Co., Ltd.

    7,100        73,788   

Yushiro Chemical Industry Co., Ltd.

    3,700        45,332   

Yutaka Giken Co., Ltd.

    600        11,872   

Zappallas, Inc. (a)

    4,900        17,504   

Zenrin Co., Ltd.

    7,900        143,461   

Zensho Holdings Co., Ltd.

    15,400        253,528   

ZERIA Pharmaceutical Co., Ltd.

    9,200        141,716   

Zojirushi Corp.

    9,800        131,469   

Zuiko Corp.

    1,000        35,284   

Zuken, Inc.

    7,200        73,570   
   

 

 

 
      159,884,886   
   

 

 

 
Liechtenstein—0.0%            

VP Bank AG

    358        37,977   
   

 

 

 
Luxembourg—0.1%            

B&M European Value Retail S.A.

    38,447        131,525   

d’Amico International Shipping S.A. (a)

    60,320        21,066   

L’Occitane International S.A.

    53,500        101,057   

Stabilus S.A. (a)

    3,005        161,286   
   

 

 

 
      414,934   
   

 

 

 
Macau—0.0%  

Macau Legend Development, Ltd. (a)

    359,000        72,298   
   

 

 

 
Malta—0.1%  

Unibet Group plc

    77,749        729,079   
   

 

 

 
Netherlands—2.5%  

Aalberts Industries NV

    34,547        1,119,609   

Accell Group

    11,551        266,276   

AMG Advanced Metallurgical Group NV

    12,258        190,380   

Amsterdam Commodities NV

    6,535        143,771   

APERAM S.A.

    33,328        1,523,447   

Arcadis NV (d)

    33,193        465,070   

ASM International NV

    19,662        881,358   

 

See accompanying notes to financial statements.

 

MSF-28


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Netherlands—(Continued)  

BE Semiconductor Industries NV

    23,461      $ 781,216   

Beter Bed Holding NV

    5,373        95,500   

BinckBank NV

    28,201        163,161   

Boskalis Westminster

    18,250        632,857   

Brack Capital Properties NV

    1,270        113,962   

Brunel International NV

    9,034        146,101   

Corbion NV

    20,382        545,161   

Delta Lloyd NV

    179,865        1,006,018   

Euronext NV

    11,793        486,389   

Fugro NV (a)

    18,901        289,265   

Gemalto NV

    9,032        521,478   

Heijmans NV (a) (d)

    12,756        74,045   

Hunter Douglas NV

    2,423        136,345   

IMCD Group NV

    3,646        155,214   

KAS Bank NV

    6,580        58,342   

Kendrion NV

    3,947        111,123   

Koninklijke BAM Groep NV

    119,230        550,260   

Koninklijke Vopak NV

    6,562        309,559   

Nederland Apparatenfabriek

    2,241        78,785   

Ordina NV (a)

    44,115        97,394   

PostNL NV (a)

    162,817        703,233   

QIAGEN NV (a)

    51,378        1,441,429   

SBM Offshore NV

    72,035        1,127,684   

Sligro Food Group NV

    10,629        370,013   

SNS REAAL NV (a) (b) (c)

    105,329        0   

STMicroelectronics NV

    37,151        421,217   

Telegraaf Media Groep NV

    13,542        67,475   

TKH Group NV

    13,932        551,161   

TomTom NV (a) (d)

    51,405        462,248   

Van Lanschot NV

    45        946   

Wessanen

    35,515        496,579   
   

 

 

 
      16,584,071   
   

 

 

 
New Zealand—1.2%  

a2 Milk Co., Ltd. (a)

    134,580        198,482   

Abano Healthcare Group, Ltd.

    880        5,139   

Air New Zealand, Ltd.

    205,023        312,242   

Briscoe Group, Ltd.

    13,123        35,914   

Chorus, Ltd.

    123,027        338,879   

Contact Energy, Ltd.

    88,793        286,762   

Ebos Group, Ltd.

    37,883        438,985   

Fisher & Paykel Healthcare Corp., Ltd.

    148,984        879,323   

Freightways, Ltd.

    61,668        288,471   

Genesis Energy, Ltd.

    44,091        64,192   

Gentrack Group, Ltd.

    6,656        16,030   

Hallenstein Glasson Holdings, Ltd.

    19,012        40,235   

Heartland Bank, Ltd.

    72,313        75,177   

Hellaby Holdings, Ltd.

    13,986        34,264   

Infratil, Ltd.

    212,874        407,005   

Kathmandu Holdings, Ltd.

    23,984        32,393   

Mainfreight, Ltd.

    34,644        498,212   

Mercury NZ, Ltd.

    8,650        17,723   

Methven, Ltd.

    19,898        18,376   

Metlifecare, Ltd.

    34,148        131,517   

Metro Performance Glass, Ltd.

    8,816        11,725   

New Zealand Oil & Gas, Ltd.

    131,264        57,437   
New Zealand—(Continued)  

New Zealand Refining Co., Ltd. (The)

    27,432      49,524   

NZME, Ltd.

    71,247        28,293   

NZX, Ltd.

    98,289        71,744   

Opus International Consultants, Ltd.

    4,000        2,474   

Pacific Edge, Ltd. (a)

    17,353        7,117   

PGG Wrightson, Ltd.

    58,545        19,918   

Port of Tauranga, Ltd.

    135,672        362,747   

Restaurant Brands New Zealand, Ltd.

    61,567        217,096   

Rubicon, Ltd. (a)

    9,922        1,517   

Ryman Healthcare, Ltd.

    34,349        193,793   

Sanford, Ltd.

    314        1,478   

Scales Corp., Ltd.

    7,570        18,158   

Skellerup Holdings, Ltd.

    29,759        31,392   

SKY Network Television, Ltd.

    114,579        361,333   

SKYCITY Entertainment Group, Ltd.

    254,840        696,203   

Summerset Group Holdings, Ltd.

    25,600        83,273   

Tilt Renewables, Ltd.

    13,980        18,841   

Tourism Holdings, Ltd.

    4,866        12,504   

TOWER, Ltd.

    59,836        34,673   

Trade Me Group, Ltd.

    117,080        406,519   

Trustpower, Ltd.

    13,980        46,034   

Vector, Ltd.

    130,306        292,799   

Vista Group International, Ltd. (a)

    7,356        28,525   

Warehouse Group, Ltd. (The)

    54,373        107,511   

Xero, Ltd. (a)

    18,888        229,345   

Z Energy, Ltd.

    30,805        155,499   
   

 

 

 
      7,666,793   
   

 

 

 
Norway—0.9%  

ABG Sundal Collier Holding ASA

    112,462        64,329   

AF Gruppen ASA

    945        16,907   

Akastor ASA (a)

    21,838        40,973   

Aker ASA - A Shares

    3,036        113,558   

Aker BP ASA

    34,725        620,779   

Aker Solutions ASA (a)

    21,369        102,258   

American Shipping Co. ASA (a)

    12,027        33,846   

Atea ASA (a)

    22,644        208,385   

Austevoll Seafood ASA

    29,238        283,474   

Biotec Pharmacon ASA (a)

    10,494        13,734   

Bonheur ASA

    10,311        86,240   

Borregaard ASA

    16,711        163,422   

BW LPG, Ltd.

    6,290        26,452   

BW Offshore, Ltd. (a)

    29,311        94,046   

Deep Sea Supply plc (a)

    40,102        6,449   

DNO ASA (a) (d)

    140,550        137,802   

Ekornes ASA

    11,636        143,519   

Fred Olsen Energy ASA (a)

    4,442        16,282   

Frontline, Ltd. (d)

    10,258        73,650   

Grieg Seafood ASA

    11,731        110,848   

Hexagon Composites ASA (a)

    24,991        77,862   

Hoegh LNG Holdings, Ltd.

    13,626        152,172   

Kongsberg Automotive ASA (a)

    185,093        121,597   

Kvaerner ASA (a)

    92,750        129,758   

Nordic Semiconductor ASA (a)

    44,887        182,474   

Norske Skogindustrier ASA (a) (d)

    121,097        39,828   

Norwegian Air Shuttle ASA (a) (d)

    8,166        271,445   

 

See accompanying notes to financial statements.

 

MSF-29


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Norway—(Continued)  

Ocean Yield ASA

    5,643      $ 42,480   

Odfjell SE - A Shares (a)

    1,949        6,623   

Opera Software ASA (a) (d)

    21,316        91,992   

Petroleum Geo-Services ASA (a)

    55,241        186,364   

PhotoCure ASA (a)

    5,477        26,632   

ProSafe SE (a)

    3,505        15,008   

Protector Forsikring ASA (d)

    13,480        107,339   

Q-Free ASA (a)

    24,256        22,109   

REC Silicon ASA (a) (d)

    643,607        84,957   

Scatec Solar ASA

    7,932        35,286   

Selvaag Bolig ASA

    3,405        15,765   

Sevan Marine ASA (a)

    16,466        32,419   

Solstad Offshore ASA (a)

    5,981        7,974   

Songa Offshore (a)

    3,180        11,582   

SpareBank 1 SMN

    40,946        306,944   

SpareBank 1 SR Bank ASA

    7,986        56,189   

Stolt-Nielsen, Ltd.

    5,818        71,419   

TGS Nopec Geophysical Co. ASA

    11,794        261,562   

Tomra Systems ASA

    37,589        393,833   

Treasure ASA (a)

    21,003        40,597   

Veidekke ASA

    49,276        704,789   

Wilh Wilhelmsen ASA (a)

    21,003        82,225   

Wilh Wilhelmsen Holding ASA - Class A

    4,777        109,461   

XXL ASA

    15,447        175,319   
   

 

 

 
      6,220,957   
   

 

 

 
Philippines—0.0%  

Del Monte Pacific, Ltd.

    77,636        18,156   
   

 

 

 
Portugal—0.3%  

Altri SGPS S.A.

    41,235        167,672   

Banco BPI S.A. (a)

    181,563        216,157   

Banco Comercial Portugues S.A. (a) (d)

    133,953        150,961   

Banco Espirito Santo S.A. (a) (b) (c)

    89,078        0   

CTT-Correios de Portugal S.A.

    5,621        38,124   

Mota-Engil SGPS S.A.

    40,942        69,241   

Navigator Co. S.A. (The)

    131,380        451,420   

NOS SGPS S.A.

    73,113        433,819   

Novabase SGPS S.A.

    7,827        20,504   

REN - Redes Energeticas Nacionais SGPS S.A.

    94,602        268,628   

Semapa-Sociedade de Investimento e Gestao

    3,197        45,126   

Sonae SGPS S.A.

    280,308        257,557   

Teixeira Duarte S.A.

    59,382        11,611   
   

 

 

 
      2,130,820   
   

 

 

 
Singapore—1.2%  

Abterra, Ltd. (a)

    51,720        13,572   

Accordia Golf Trust

    47,600        20,684   

Ascendas India Trust

    48,900        34,192   

ASL Marine Holdings, Ltd.

    52,500        4,654   

Baker Technology, Ltd.

    33,200        13,774   

Banyan Tree Holdings, Ltd. (a)

    155,000        51,656   

Bonvests Holdings, Ltd.

    18,000        15,270   

Boustead Projects, Ltd. (a)

    24,607        12,362   

Boustead Singapore, Ltd.

    82,025        45,561   

Breadtalk Group, Ltd.

    37,000        29,589   
Singapore—(Continued)  

Broadway Industrial Group, Ltd. (a)

    156,399      20,425   

Bukit Sembawang Estates, Ltd.

    72,000        222,363   

Centurion Corp., Ltd.

    38,000        8,668   

China Aviation Oil Singapore Corp., Ltd.

    108,400        104,721   

Chip Eng Seng Corp., Ltd.

    157,000        68,283   

Chuan Hup Holdings, Ltd.

    125,000        20,215   

Cosco Corp. Singapore, Ltd. (a) (b)

    477,000        92,228   

Creative Technology, Ltd. (a)

    22,600        15,011   

CSE Global, Ltd.

    197,000        61,899   

CW Group Holdings, Ltd.

    106,000        20,885   

CWT, Ltd.

    81,000        107,913   

Delfi, Ltd.

    66,000        101,175   

DMX Technologies Group, Ltd. (a) (b) (c)

    186,000        5,253   

Dyna-Mac Holdings, Ltd. (a)

    98,000        11,084   

Elec & Eltek International Co., Ltd.

    23,000        19,090   

Ezion Holdings, Ltd. (a)

    516,229        136,621   

Ezra Holdings, Ltd. (a)

    1,000,703        33,722   

Far East Orchard, Ltd.

    74,044        74,149   

First Resources, Ltd.

    86,700        113,600   

First Sponsor Group, Ltd.

    8,628        7,928   

FJ Benjamin Holdings, Ltd. (a)

    106,000        4,247   

Food Empire Holdings, Ltd. (a)

    54,000        16,745   

Fragrance Group, Ltd.

    752,800        83,322   

Frasers Centrepoint, Ltd.

    17,300        18,812   

Gallant Venture, Ltd. (a)

    126,000        10,194   

Geo Energy Resources, Ltd. (a)

    155,000        24,040   

GK Goh Holdings, Ltd.

    12,000        6,788   

GL, Ltd.

    188,000        98,491   

Global Premium Hotels, Ltd. (a)

    73,200        14,960   

Golden Agri-Resources, Ltd.

    882,200        260,561   

GSH Corp., Ltd.

    108,400        38,080   

GuocoLand, Ltd.

    28,000        34,744   

Halcyon Agri Corp., Ltd. (a)

    188,713        79,644   

Hanwell Holdings, Ltd. (a)

    19,000        3,170   

Haw Par Corp., Ltd.

    10,300        64,575   

Hi-P International, Ltd.

    99,500        34,995   

Hiap Hoe, Ltd.

    58,000        28,435   

Ho Bee Land, Ltd.

    87,000        121,764   

Hong Fok Corp., Ltd.

    146,740        63,707   

Hong Leong Asia, Ltd.

    41,000        19,042   

Hotel Grand Central, Ltd.

    1,000        933   

Hour Glass, Ltd. (The)

    129,000        55,229   

Hwa Hong Corp., Ltd.

    138,000        28,435   

Hyflux, Ltd.

    179,500        63,809   

IGG, Inc.

    167,000        111,813   

Indofood Agri Resources, Ltd.

    152,000        54,936   

Innovalues, Ltd.

    64,000        43,946   

Japfa, Ltd.

    38,500        24,044   

k1 Ventures, Ltd.

    80,800        49,909   

Kenon Holdings, Ltd. (a)

    2,312        27,236   

Keppel Infrastructure Trust

    549,659        180,392   

Keppel Telecommunications & Transportation, Ltd.

    44,000        51,985   

Koh Brothers Group, Ltd.

    97,000        17,433   

Lian Beng Group, Ltd.

    157,000        50,334   

Low Keng Huat Singapore, Ltd.

    122,600        48,694   

Lum Chang Holdings, Ltd.

    115,000        27,733   

M1, Ltd.

    75,600        102,123   

 

See accompanying notes to financial statements.

 

MSF-30


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Singapore—(Continued)  

Marco Polo Marine, Ltd. (a)

    51,000      $ 1,620   

Metro Holdings, Ltd.

    141,600        97,241   

Mewah International, Inc.

    110,000        20,874   

Midas Holdings, Ltd.

    452,000        67,062   

Nam Cheong, Ltd. (a)

    321,000        13,594   

NSL, Ltd.

    15,000        16,401   

Olam International, Ltd.

    45,700        62,134   

Overseas Union Enterprise, Ltd.

    174,000        210,786   

Oxley Holdings, Ltd.

    155,000        45,959   

Pan-United Corp., Ltd.

    43,000        17,021   

Penguin International, Ltd.

    64,333        10,239   

Q&M Dental Group Singapore, Ltd.

    41,800        20,600   

QAF, Ltd.

    86,667        83,129   

Raffles Education Corp., Ltd. (a)

    384,774        50,488   

Raffles Medical Group, Ltd.

    147,006        145,010   

RHT Health Trust

    65,200        41,193   

Rickmers Maritime (a) (b) (c)

    110,000        1,975   

Riverstone Holdings, Ltd.

    40,000        24,267   

Rotary Engineering, Ltd.

    85,000        22,261   

Roxy-Pacific Holdings, Ltd.

    85,750        25,396   

SATS, Ltd.

    100,500        335,769   

SBS Transit, Ltd.

    40,500        59,279   

Sembcorp Industries, Ltd.

    125,400        245,988   

Sembcorp Marine, Ltd.

    39,300        37,373   

Sheng Siong Group, Ltd.

    133,900        87,291   

SHS Holdings, Ltd.

    47,000        6,456   

SIA Engineering Co., Ltd.

    44,300        102,826   

SIIC Environment Holdings, Ltd. (a)

    167,400        67,303   

Sinarmas Land, Ltd.

    694,000        203,497   

Sing Holdings, Ltd.

    82,000        17,277   

Singapore Post, Ltd.

    261,100        263,752   

Singapore Reinsurance Corp., Ltd.

    1,000        211   

Sino Grandness Food Industry Group, Ltd.

    137,000        22,674   

Stamford Land Corp., Ltd.

    278,000        92,375   

StarHub, Ltd.

    75,000        145,057   

Sunningdale Tech, Ltd.

    60,600        46,015   

Super Group, Ltd.

    143,000        126,178   

Swiber Holdings, Ltd. (a) (b) (c)

    117,749        6,651   

Tuan Sing Holdings, Ltd.

    169,000        33,190   

UMS Holdings, Ltd.

    93,000        39,144   

United Engineers, Ltd.

    138,000        243,911   

United Industrial Corp., Ltd.

    13,600        25,976   

United Overseas Insurance, Ltd.

    4,000        12,927   

UOB-Kay Hian Holdings, Ltd.

    131,440        115,265   

UOL Group, Ltd.

    53,000        218,322   

UPP Holdings, Ltd.

    46,000        8,564   

Vard Holdings, Ltd. (a)

    203,000        34,966   

Venture Corp., Ltd.

    97,000        660,993   

Vibrant Group, Ltd.

    47,600        11,167   

Vicom, Ltd.

    2,000        7,857   

Wee Hur Holdings, Ltd.

    85,000        13,171   

Wheelock Properties Singapore, Ltd.

    58,000        59,188   

Wing Tai Holdings, Ltd.

    159,621        175,040   

Yeo Hiap Seng, Ltd.

    19,712        18,105   

YHI International, Ltd.

    39,000        8,887   

Yongnam Holdings, Ltd. (a)

    241,875        32,898   
   

 

 

 
      8,014,640   
   

 

 

 
Spain—2.1%  

Acciona S.A.

    7,188      528,972   

Acerinox S.A.

    70,013        928,370   

Adveo Group International S.A.

    6,292        22,582   

Almirall S.A.

    20,336        315,788   

Amper S.A. (a)

    186,713        43,428   

Applus Services S.A.

    17,445        176,848   

Atresmedia Corp. de Medios de Comunicacion S.A.

    21,362        233,491   

Azkoyen S.A.

    1,608        9,941   

Baron de Ley (a)

    1,139        143,358   

Bolsas y Mercados Espanoles S.A.

    27,936        822,988   

Caja de Ahorros del Mediterraneo (a) (b) (c)

    14,621        0   

Cellnex Telecom S.A.

    22,587        324,392   

Cementos Portland Valderrivas S.A. (a)

    4,058        25,556   

Cie Automotive S.A.

    17,266        336,420   

Construcciones y Auxiliar de Ferrocarriles S.A.

    5,880        236,980   

Distribuidora Internacional de Alimentacion S.A.

    184,598        906,152   

Duro Felguera S.A. (a)

    27,756        32,700   

Ebro Foods S.A.

    25,801        540,417   

Elecnor S.A.

    11,262        106,440   

Ence Energia y Celulosa S.A

    61,968        163,210   

Ercros S.A. (a)

    60,314        116,589   

Faes Farma S.A.

    168,810        596,895   

Fluidra S.A.

    12,850        58,431   

Gamesa Corp. Tecnologica S.A.

    69,346        1,406,007   

Grupo Catalana Occidente S.A.

    21,149        692,306   

Grupo Ezentis S.A. (a)

    39,717        21,704   

Iberpapel Gestion S.A.

    612        14,742   

Indra Sistemas S.A. (a)

    39,802        436,008   

Inmobiliaria Colonial S.A.

    34,172        236,981   

Laboratorios Farmaceuticos Rovi S.A.

    6,104        78,617   

Liberbank S.A. (a)

    9,453        9,795   

Mediaset Espana Comunicacion S.A.

    49,361        579,196   

Melia Hotels International S.A.

    21,300        248,341   

Miquel y Costas & Miquel S.A.

    7,840        204,214   

NH Hotel Group S.A. (a)

    69,951        282,905   

Nmas1 Dinamia S.A.

    3,678        31,128   

Obrascon Huarte Lain S.A. (d)

    35,775        124,002   

Papeles y Cartones de Europa S.A.

    21,436        118,342   

Pescanova S.A. (a) (b) (c)

    7,446        0   

Pharma Mar S.A. (a)

    72,263        205,733   

Prim S.A.

    3,013        28,223   

Promotora de Informaciones S.A. - Class A (a)

    13,933        76,879   

Prosegur Cia de Seguridad S.A.

    54,905        342,724   

Quabit Inmobiliaria S.A. (a)

    8,932        18,130   

Realia Business S.A. (a)

    112,366        101,699   

Sacyr S.A. (a)

    107,800        251,030   

Solaria Energia y Medio Ambiente S.A. (a)

    19,439        15,648   

Talgo S.A. (a)

    7,525        35,768   

Tecnicas Reunidas S.A.

    11,115        454,753   

Tecnocom Telecomunicaciones y Energia S.A.

    13,592        60,066   

Tubacex S.A.

    28,250        81,064   

Tubos Reunidos S.A. (a)

    21,752        19,799   

Vidrala S.A.

    7,952        410,078   

Viscofan S.A.

    14,797        729,557   

Vocento S.A. (a)

    10,923        14,250   

Zardoya Otis S.A.

    9,760        82,474   
   

 

 

 
      14,082,111   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-31


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Sweden—3.3%  

AAK AB

    11,380      $ 747,701   

Acando AB

    32,705        92,777   

AddLife AB (a)

    8,096        120,465   

AddNode Group AB

    1,849        11,465   

AddTech AB - B Shares

    25,912        405,205   

AF AB - B Shares

    24,002        439,875   

Arise AB (a)

    4,852        10,651   

Atrium Ljungberg AB - B Shares

    5,167        80,693   

Avanza Bank Holding AB

    7,660        310,094   

Axactor AB (a)

    126,649        38,871   

B&B Tools AB - B Shares

    12,796        268,225   

BE Group AB (a)

    1,962        8,969   

Beijer Alma AB

    9,404        240,217   

Beijer Electronics AB

    5,229        23,465   

Beijer Ref AB

    6,405        151,882   

Betsson AB (a)

    27,465        264,685   

Bilia AB - A Shares

    18,106        416,219   

BillerudKorsnas AB

    40,202        674,219   

BioGaia AB - B Shares

    5,094        167,711   

Biotage AB

    15,339        77,093   

Bjorn Borg AB (a)

    9,936        36,746   

Bonava AB - B Shares (a)

    684        10,586   

Bulten AB

    2,144        20,936   

Bure Equity AB

    17,448        198,201   

Byggmax Group AB

    18,326        126,549   

Castellum AB

    73,943        1,013,392   

Clas Ohlson AB - B Shares

    16,271        239,301   

Cloetta AB - B Shares

    92,493        291,331   

Com Hem Holding AB

    7,445        70,991   

Concentric AB

    21,708        270,558   

Concordia Maritime AB - B Shares

    4,217        6,428   

Dios Fastigheter AB

    17,696        116,613   

Doro AB (a)

    3,391        19,726   

Duni AB

    15,028        205,939   

East Capital Explorer AB

    7,088        51,925   

Elekta AB - B Shares

    9,189        81,181   

Fabege AB

    48,889        797,914   

Fagerhult AB

    6,390        163,717   

Fastighets AB Balder - B Shares (a)

    323        6,517   

Granges AB

    7,417        69,984   

Gunnebo AB

    12,816        54,293   

Haldex AB

    17,698        226,306   

Hemfosa Fastigheter AB

    14,975        139,493   

HIQ International AB (a)

    23,043        155,530   

Hoist Finance AB

    3,141        29,179   

Holmen AB - B Shares

    15,352        549,857   

Hufvudstaden AB - A Shares

    15,492        244,298   

Indutrade AB

    26,721        535,641   

Intrum Justitia AB

    21,993        741,924   

Inwido AB

    3,779        39,190   

ITAB Shop Concept AB - Class B

    1,944        17,330   

JM AB

    23,748        685,788   

KappAhl AB

    29,980        166,180   

Karo Pharma AB (a)

    13,498        41,612   

Karolinska Development AB - Class B (a)

    770        507   

Klovern AB - B Shares

    114,185        119,498   

Know It AB

    9,489        93,466   
Sweden—(Continued)  

Kungsleden AB

    47,047      297,730   

Lagercrantz Group AB - B Shares

    24,681        226,351   

Lindab International AB

    21,316        170,612   

Loomis AB - Class B

    25,196        749,053   

Medivir AB - B Shares (a)

    10,470        112,605   

Mekonomen AB

    9,225        173,517   

Modern Times Group MTG AB - B Shares

    9,830        291,212   

MQ Holding AB (d)

    9,112        36,193   

Mycronic AB

    38,874        417,307   

NCC AB - B Shares

    9,031        223,379   

Nederman Holding AB

    932        19,129   

Net Insight AB - Class B (a)

    143,837        140,441   

NetEnt AB (a)

    45,991        354,329   

New Wave Group AB - B Shares

    15,773        95,632   

Nibe Industrier AB - B Shares

    36,530        287,807   

Nobia AB

    43,387        403,992   

Nolato AB - B Shares

    9,452        272,622   

Nordnet AB - B Shares

    33,249        136,073   

OEM International AB - B Shares

    498        8,252   

Pandox AB

    2,349        36,440   

Peab AB

    53,219        422,265   

Pricer AB - B Shares

    32,212        32,838   

Proact IT Group AB

    4,203        67,350   

Probi AB

    826        43,102   

Ratos AB - B Shares (d)

    40,725        192,778   

RaySearch Laboratories AB

    3,556        72,001   

Recipharm AB - B Shares

    2,485        32,993   

Rezidor Hotel Group AB

    37,700        146,845   

Saab AB - Class B

    6,324        235,946   

Sagax AB - Class B

    14,540        130,238   

SAS AB (a)

    30,409        46,483   

Scandi Standard AB

    6,479        40,521   

Sectra AB - B Shares (a)

    4,644        65,879   

Semcon AB

    5,540        27,965   

SkiStar AB

    9,076        151,580   

SSAB AB (Helsinki Exchange) - A Shares (a)

    27,650        104,744   

SSAB AB (Helsinki Exchange) - B Shares (a)

    156,539        490,776   

SSAB AB (Stockholm Exchange) - A Shares (a)

    54,482        206,030   

SSAB AB (Stockholm Exchange) - B Shares (a)

    112,731        355,319   

Sweco AB - B Shares

    29,847        590,147   

Systemair AB

    4,286        57,388   

Thule Group AB

    14,376        224,806   

Transcom Worldwide AB

    1,837        17,636   

Victoria Park AB - B Shares

    4,080        10,029   

Vitrolife AB

    4,321        183,483   

Wallenstam AB - B Shares

    64,604        502,160   

Wihlborgs Fastigheter AB

    28,117        522,211   
   

 

 

 
      21,615,298   
   

 

 

 
Switzerland—5.4%  

AFG Arbonia-Forster Holding AG (a)

    10,560        169,726   

Allreal Holding AG (a)

    3,866        574,265   

APG SGA S.A.

    468        205,427   

Aryzta AG (a)

    11,588        510,239   

Ascom Holding AG

    13,341        209,626   

Autoneum Holding AG

    1,411        370,226   

 

See accompanying notes to financial statements.

 

MSF-32


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Switzerland—(Continued)  

Bachem Holding AG - Class B

    1,074      $ 95,226   

Baloise Holding AG

    10,261        1,290,284   

Bank Coop AG

    2,772        114,334   

Banque Cantonale de Geneve

    375        109,653   

Banque Cantonale Vaudoise

    739        468,019   

Basler Kantonalbank

    130        8,560   

Belimo Holding AG

    215        649,875   

Bell AG

    560        241,185   

Bellevue Group AG

    3,322        51,217   

Berner Kantonalbank AG

    1,950        352,350   

BFW Liegenschaften AG (a)

    528        20,402   

BKW AG

    4,798        232,071   

Bobst Group S.A.

    5,037        350,171   

Bossard Holding AG - Class A (a)

    2,245        316,068   

Bucher Industries AG

    2,604        641,281   

Burckhardt Compression Holding AG (d)

    1,124        295,555   

Burkhalter Holding AG

    1,291        173,924   

Calida Holding AG (a)

    2,002        68,404   

Carlo Gavazzi Holding AG

    48        11,454   

Cembra Money Bank AG (a)

    3,891        283,548   

Cham Paper Holding AG (a)

    113        36,227   

Cicor Technologies (a)

    644        17,646   

Cie Financiere Tradition S.A.

    557        44,823   

Clariant AG (a)

    41,461        714,520   

Coltene Holding AG

    1,326        96,426   

Conzzeta AG

    292        206,439   

Daetwyler Holding AG

    2,920        396,822   

DKSH Holding AG

    2,596        178,288   

dorma+kaba Holding AG - Class B (a)

    1,085        806,688   

Edmond de Rothschild Suisse S.A.

    3        41,229   

EFG International AG (a)

    20,307        122,821   

Emmi AG (a)

    1,164        704,812   

Energiedienst Holding AG

    3,017        71,694   

Feintool International Holding AG (a)

    684        73,346   

Fenix Outdoor International AG

    768        56,890   

FIH Mobile, Ltd.

    214,000        67,419   

Flughafen Zuerich AG

    7,945        1,474,087   

Forbo Holding AG (a)

    521        671,899   

GAM Holding AG (a)

    68,723        795,957   

Georg Fischer AG

    1,395        1,142,259   

Gurit Holding AG (a)

    292        232,274   

Helvetia Holding AG

    2,402        1,294,077   

Hiag Immobilien Holding AG (a)

    744        76,473   

Highlight Communications AG (a)

    7,829        46,838   

HOCHDORF Holding AG (a)

    174        52,917   

Huber & Suhner AG

    5,559        308,474   

Implenia AG

    7,145        527,899   

Inficon Holding AG (a)

    688        247,999   

Interroll Holding AG

    253        275,615   

Intershop Holding AG

    418        205,655   

IWG plc

    206,169        625,043   

Jungfraubahn Holding AG

    85        8,139   

Kardex AG (a)

    2,548        237,788   

Komax Holding AG

    1,321        326,296   

Kudelski S.A. (a)

    13,221        229,098   

LEM Holding S.A.

    279        260,850   

Liechtensteinische Landesbank AG

    2,973        117,809   
Switzerland—(Continued)  

Logitech International S.A.

    59,506      1,484,511   

Luzerner Kantonalbank AG (a)

    1,489        586,377   

MCH Group AG

    831        56,395   

Metall Zug AG - B Shares

    66        209,658   

Meyer Burger Technology AG (a)

    24,493        16,116   

Mikron Holding AG (a)

    474        2,839   

Mobilezone Holding AG

    10,014        142,604   

Mobimo Holding AG (a)

    3,098        774,937   

OC Oerlikon Corp. AG (a)

    74,629        732,710   

Orascom Development Holding AG (a)

    5,250        26,340   

Orell Fuessli Holding AG

    428        52,590   

Oriflame Holding AG (a)

    4,387        132,438   

Orior AG (a)

    2,240        164,436   

Panalpina Welttransport Holding AG

    2,641        329,931   

Phoenix Mecano AG

    337        155,207   

Plazza AG - Class A (d)

    292        64,347   

PSP Swiss Property AG

    9,560        826,041   

Rieter Holding AG (a)

    1,344        233,638   

Romande Energie Holding S.A.

    111        140,072   

Schaffner Holding AG (a)

    238        56,802   

Schmolz & Bickenbach AG (a)

    161,565        107,772   

Schweiter Technologies AG

    381        430,013   

Siegfried Holding AG (a)

    1,665        348,132   

St. Galler Kantonalbank AG

    1,175        456,967   

Straumann Holding AG

    1,968        767,258   

Sulzer AG

    2,848        293,285   

Sunrise Communications Group AG (a)

    1,477        97,201   

Swiss Prime Site AG (a)

    7,387        604,531   

Swissquote Group Holding S.A. (a)

    3,968        92,944   

Tamedia AG

    904        138,599   

Tecan Group AG

    2,995        466,492   

Temenos Group AG (a)

    22,137        1,541,582   

U-Blox Holding AG (a)

    2,262        424,669   

Valiant Holding AG

    5,102        508,080   

Valora Holding AG

    1,316        373,795   

Vaudoise Assurances Holding S.A.

    464        219,624   

Vetropack Holding AG

    88        153,397   

Von Roll Holding AG (a)

    7,038        4,285   

Vontobel Holding AG

    9,780        513,231   

VZ Holding AG

    318        95,407   

Walliser Kantonalbank

    1,160        87,066   

Walter Meier AG

    872        30,967   

Warteck Invest AG

    15        26,908   

Ypsomed Holding AG (a)

    1,609        292,275   

Zehnder Group AG (a)

    4,642        146,573   

Zug Estates Holding AG - B Shares (a)

    83        134,732   

Zuger Kantonalbank AG

    68        331,954   
   

 

 

 
      35,482,354   
   

 

 

 
United Arab Emirates—0.0%  

Lamprell plc (a)

    100,553        113,733   
   

 

 

 
United Kingdom—15.2%  

4imprint Group plc

    6,953        152,016   

888 Holdings plc

    47,916        128,679   

A.G.Barr plc

    43,047        265,961   

 

See accompanying notes to financial statements.

 

MSF-33


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
United Kingdom—(Continued)  

AA plc

    77,322      $ 263,754   

Aberdeen Asset Management plc

    24,859        79,003   

Acacia Mining plc

    56,954        258,699   

Acal plc

    17,866        49,969   

Afren plc (a) (b) (c)

    251,096        0   

Aggreko plc

    26,887        303,770   

Air Partner plc

    992        6,141   

Amec Foster Wheeler plc

    99,456        573,446   

Anglo Pacific Group plc

    35,633        56,839   

Anglo-Eastern Plantations plc

    4,252        35,359   

Arrow Global Group plc

    27,741        101,652   

Ashmore Group plc

    105,606        368,494   

Atrium European Real Estate, Ltd.

    114,274        472,655   

Auto Trader Group plc

    132,873        669,030   

AVEVA Group plc

    4,501        103,726   

Avon Rubber plc

    10,973        140,573   

Balfour Beatty plc

    272,534        900,051   

BBA Aviation plc

    419,362        1,459,533   

Beazley plc

    227,019        1,082,677   

Bellway plc

    55,252        1,681,178   

Berendsen plc

    63,707        680,539   

BGEO Group plc

    6,261        230,667   

Bloomsbury Publishing plc

    25,349        52,999   

Bodycote plc

    101,186        802,090   

Booker Group plc

    440,978        951,376   

Bovis Homes Group plc

    60,601        611,448   

Braemar Shipping Services plc

    7,120        24,446   

Brammer plc

    36,027        73,282   

Brewin Dolphin Holdings plc

    136,293        513,076   

Britvic plc

    71,540        499,539   

BTG plc (a)

    51,257        371,756   

Cairn Energy plc (a)

    234,247        678,784   

Cape plc

    51,292        92,215   

Capital & Counties Properties plc

    46,906        171,401   

Carclo plc

    16,990        28,373   

Carillion plc

    169,977        491,911   

Carr’s Group plc

    15,540        28,410   

Castings plc

    1,484        7,632   

Centamin plc

    342,133        577,592   

Centaur Media plc

    92,526        49,033   

Chemring Group plc (a)

    123,138        257,594   

Chesnara plc

    58,648        263,724   

Cineworld Group plc

    70,599        490,415   

City of London Investment Group plc

    2,966        12,498   

Clarkson plc

    4,101        109,815   

Close Brothers Group plc

    58,401        1,036,388   

CLS Holdings plc (a)

    3,476        65,431   

Cobham plc

    545,934        1,100,159   

Communisis plc

    57,478        30,698   

Computacenter plc

    33,426        327,662   

Connect Group plc

    113,354        213,186   

Consort Medical plc

    23,287        303,823   

Costain Group plc

    21,151        91,741   

Countrywide plc

    2,910        6,314   

Cranswick plc

    22,242        642,452   

Crest Nicholson Holdings plc

    18,352        101,899   

Daejan Holdings plc

    1,147        87,350   
United Kingdom—(Continued)  

Daily Mail & General Trust plc - Class A

    83,431      799,870   

Dairy Crest Group plc

    61,577        470,197   

De La Rue plc

    29,428        222,468   

Debenhams plc

    426,182        300,655   

Dechra Pharmaceuticals plc

    29,807        493,826   

Devro plc

    61,396        142,783   

Dialight plc (a)

    3,360        32,671   

Dignity plc

    22,395        681,123   

Diploma plc

    38,305        490,349   

Domino’s Pizza Group plc

    147,744        654,906   

Drax Group plc

    137,597        639,927   

DS Smith plc

    336,909        1,690,034   

Dunelm Group plc

    12,749        126,306   

E2V Technologies plc

    74,152        249,356   

Electrocomponents plc

    174,930        1,027,008   

Elementis plc

    171,004        583,121   

EnQuest plc (a)

    582,443        299,861   

EnQuest plc (a)

    38,556        19,260   

Enterprise Inns plc (a)

    256,620        384,208   

Essentra plc

    78,989        447,348   

esure Group plc

    6,724        16,683   

Euromoney Institutional Investor plc

    14,736        208,333   

Evraz plc (a)

    60,200        163,444   

Fenner plc

    78,996        229,317   

Ferrexpo plc (a)

    36,701        60,396   

Fidessa Group plc

    14,501        406,694   

Findel plc (a)

    17,439        40,193   

Firstgroup plc (a)

    412,049        524,960   

Foxtons Group plc

    51,116        64,193   

Fuller Smith & Turner plc - Class A

    7,667        91,996   

G4S plc

    27,804        80,463   

Galliford Try plc

    39,495        627,657   

Gem Diamonds, Ltd.

    35,552        48,178   

Genus plc

    26,031        575,746   

Go-Ahead Group plc

    12,021        329,989   

Grainger plc

    65,581        192,164   

Greene King plc

    121,167        1,041,394   

Greggs plc

    41,552        496,182   

Halfords Group plc

    99,977        450,020   

Halma plc

    135,194        1,490,083   

Hansard Global plc

    2,566        3,347   

Hays plc

    439,356        806,424   

Headlam Group plc

    56,817        341,588   

Helical plc

    63,391        230,262   

Henderson Group plc

    414,124        1,197,850   

Henry Boot plc

    5,947        14,788   

Hill & Smith Holdings plc

    46,114        679,701   

Hilton Food Group plc

    1,888        14,460   

Hiscox, Ltd.

    106,215        1,329,874   

Hochschild Mining plc

    74,658        194,479   

Hogg Robinson Group plc

    72,262        60,348   

HomeServe plc

    112,845        856,311   

Howden Joinery Group plc

    194,200        913,793   

Hunting plc

    52,837        407,296   

Huntsworth plc

    31,310        14,655   

IG Group Holdings plc

    127,101        772,641   

Imagination Technologies Group plc (a)

    46,403        143,576   

 

See accompanying notes to financial statements.

 

MSF-34


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
United Kingdom—(Continued)  

IMI plc

    16,795      $ 214,178   

Inchcape plc

    161,511        1,391,482   

Indivior plc

    132,106        481,433   

Inmarsat plc

    78,879        727,601   

Intermediate Capital Group plc

    26,473        227,585   

International Personal Finance plc

    79,366        167,686   

Interserve plc

    69,361        292,017   

IP Group plc (a)

    139,902        308,468   

ITE Group plc

    76,274        144,702   

James Fisher & Sons plc

    20,005        384,296   

Jardine Lloyd Thompson Group plc

    46,166        559,757   

JD Sports Fashion plc

    168,830        660,545   

JD Wetherspoon plc

    38,521        421,281   

John Menzies plc

    21,887        160,538   

John Wood Group plc

    122,821        1,322,424   

Jupiter Fund Management plc

    111,316        606,584   

KAZ Minerals plc (a)

    44,157        193,794   

Kcom Group plc

    240,465        280,816   

Keller Group plc

    25,571        264,698   

Kier Group plc

    26,579        448,403   

Ladbrokes Coral Group plc

    312,983        445,787   

Laird plc

    150,399        282,691   

Lancashire Holdings, Ltd.

    67,933        579,229   

Laura Ashley Holdings plc

    25,157        6,181   

Lavendon Group plc

    44,306        144,172   

Lonmin plc (a)

    12,029        20,927   

Lookers plc

    131,372        189,562   

Low & Bonar plc

    37,972        30,613   

LSL Property Services plc

    11,741        33,346   

Man Group plc

    598,620        871,242   

Marshalls plc

    63,336        227,962   

Marston’s plc

    328,476        550,116   

McBride plc (a)

    87,417        195,052   

McColl’s Retail Group plc

    12,767        29,290   

Mears Group plc

    41,542        233,044   

Meggitt plc

    11,991        67,715   

Melrose Industries plc

    718,835        1,750,359   

Micro Focus International plc

    5,079        136,254   

Millennium & Copthorne Hotels plc

    69,703        395,118   

Mitchells & Butlers plc

    67,625        208,939   

Mitie Group plc

    137,149        379,121   

Moneysupermarket.com Group plc

    143,669        520,199   

Morgan Advanced Materials plc

    113,848        399,513   

Morgan Sindall Group plc

    17,569        161,969   

Mothercare plc (a)

    51,119        71,150   

N Brown Group plc

    73,957        202,028   

National Express Group plc

    225,819        983,326   

NCC Group plc

    76,130        169,445   

New World Resources plc - A Shares (a) (b) (c)

    11,898        12   

NEX Group plc

    114,424        655,020   

Northgate plc

    48,315        294,077   

Novae Group plc

    22,502        190,653   

Ocado Group plc (a)

    24,697        80,330   

OneSavings Bank plc

    6,910        28,761   

Ophir Energy plc (a)

    122,457        145,183   

Oxford Instruments plc

    13,946        125,597   

Pagegroup plc

    84,971        407,333   
United Kingdom—(Continued)  

PayPoint plc

    19,490      240,613   

Pendragon plc

    345,188        132,526   

Pennon Group plc

    139,688        1,419,947   

Petra Diamonds, Ltd. (a)

    172,115        330,459   

Petrofac, Ltd.

    30,916        330,395   

Petropavlovsk plc (a)

    192,556        16,461   

Phoenix Group Holdings

    51,559        466,471   

Photo-Me International plc

    41,655        84,083   

Playtech plc

    58,243        592,357   

Polypipe Group plc

    4,075        16,243   

Porvair plc

    2,554        13,701   

Premier Foods plc (a)

    334,879        193,646   

Premier Oil plc (a)

    172,107        156,311   

Punch Taverns plc (a)

    16,132        37,521   

PZ Cussons plc

    102,110        419,736   

QinetiQ Group plc

    183,469        593,645   

Rank Group plc

    29,633        71,187   

Rathbone Brothers plc

    21,429        522,405   

Raven Russia, Ltd. (a)

    80,649        44,422   

REA Holdings plc (a)

    1,120        4,863   

Redrow plc

    150,678        795,843   

Renishaw plc

    17,538        543,277   

Renold plc (a)

    64,766        35,190   

Rentokil Initial plc

    576,032        1,575,769   

Restaurant Group plc (The)

    63,027        251,124   

Ricardo plc

    13,452        159,571   

Rightmove plc

    30,801        1,480,271   

RM plc

    43,283        72,025   

Robert Walters plc

    14,599        61,953   

Rotork plc

    286,300        846,613   

RPC Group plc

    142,285        1,861,465   

RPS Group plc

    100,537        274,291   

Saga plc

    33,972        81,502   

Savills plc

    62,765        540,473   

SDL plc

    33,826        184,586   

Senior plc

    166,890        397,834   

Sepura plc (a)

    11,245        2,618   

Serco Group plc (a)

    73,667        130,020   

Severfield plc

    100,890        93,136   

Shanks Group plc

    221,260        250,027   

SIG plc

    252,797        321,758   

Soco International plc

    50,968        100,054   

Spectris plc

    44,465        1,265,969   

Speedy Hire plc

    205,988        129,367   

Spirax-Sarco Engineering plc

    22,020        1,130,872   

Spirent Communications plc

    240,086        291,652   

Sportech plc (a)

    20,264        21,826   

SSP Group plc

    42,641        203,303   

St. Ives plc

    36,663        57,598   

St. Modwen Properties plc

    94,644        354,321   

Stagecoach Group plc

    127,734        339,903   

Stallergenes Greer plc (a)

    569        18,494   

SThree plc

    33,106        126,451   

Stobart Group, Ltd.

    12,441        27,311   

SuperGroup plc

    18,185        368,609   

Synthomer plc

    102,899        484,275   

TalkTalk Telecom Group plc

    151,305        315,066   

 

See accompanying notes to financial statements.

 

MSF-35


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description       
    
Shares
    Value  
United Kingdom—(Continued)  

Tate & Lyle plc

    139,162      $ 1,211,981   

Ted Baker plc

    8,336        288,861   

Telecom Plus plc

    21,749        315,101   

Thomas Cook Group plc (a)

    438,591        468,066   

Topps Tiles plc

    83,374        89,586   

TP ICAP plc

    203,445        1,085,238   

Trifast plc

    11,558        29,215   

Trinity Mirror plc

    174,518        229,646   

TT electronics plc

    79,682        161,036   

Tullow Oil plc (a) (d)

    283,543        1,086,732   

U & I Group plc

    54,856        115,105   

UBM plc

    98,172        882,415   

Ultra Electronics Holdings plc

    27,882        666,210   

UNITE Group plc (The)

    97,058        725,572   

Vectura Group plc (a)

    245,376        414,690   

Vedanta Resources plc

    28,343        303,686   

Vesuvius plc

    97,752        476,093   

Victrex plc

    29,970        710,342   

Vitec Group plc (The)

    10,351        82,872   

Volex plc (a)

    20,438        12,176   

Vp plc

    1,199        11,282   

Weir Group plc (The)

    18,886        437,568   

WH Smith plc

    53,179        1,018,543   

William Hill plc

    315,264        1,123,647   

Wincanton plc

    37,122        112,105   

WS Atkins plc

    34,945        626,816   

Xaar plc

    18,088        88,834   

XP Power, Ltd.

    3,554        76,098   

Zeal Network SE

    1,934        74,925   
   

 

 

 
      100,381,132   
   

 

 

 

Total Common Stocks
(Cost $574,271,710)

      656,651,442   
   

 

 

 
Preferred Stocks—0.2%   
Germany—0.2%  

Biotest AG

    3,558        50,103   

Draegerwerk AG & Co. KGaA

    945        78,933   

FUCHS Petrolub SE

    7,687        322,785   

Jungheinrich AG

    13,710        392,492   

Sartorius AG

    3,540        262,110   

Sixt SE

    554        22,739   

Sto SE & Co. KGaA

    102        9,970   
   

 

 

 

Total Preferred Stocks
(Cost $952,111)

      1,139,132   
   

 

 

 
Rights—0.0%   
Australia—0.0%  

Centrebet International, Ltd. (Litigation Units), Expires 07/29/16 (a) (c)

    9,600        0   
Australia—(Continued)  

Corporate Travel Management, Ltd., Expires 01/17/17 (a)

    992      2,463   
   

 

 

 
      2,463   
   

 

 

 
Austria—0.0%  

Intercell AG (a) (b) (c)

    24,163        0   
   

 

 

 
Italy—0.0%  

Credito Valtellinese SC, Expires 01/05/17 (a) (c)

    463,264        0   
   

 

 

 
Norway—0.0%  

Petroleum Geo-Services ASA, Expires 01/05/17 (a)

    6,195        4,806   
   

 

 

 
Spain—0.0%  

Faes Farma S.A., Expires 01/05/17 (a)

    168,810        16,171   
   

 

 

 
United Kingdom—0.0%  

Fortune Oil CVR (a) (b)

    575,627        0   
   

 

 

 

Total Rights
(Cost $15,823)

      23,440   
   

 

 

 
Warrants—0.0%   
Canada—0.0%  

Novelion Therapeutics, Inc., Expires 11/23/17 (a) (c)

    25,500        0   

Novelion Therapeutics, Inc., Expires 11/23/17 (a) (c)

    25,500        0   
   

 

 

 

Total Warrants
(Cost $0)

      0   
   

 

 

 
Short-Term Investment—0.4%   
Repurchase Agreement—0.4%  

Fixed Income Clearing Corp.
Repurchase Agreement dated 12/30/16 at 0.030% to be repurchased at $2,627,583 on 01/03/17, collateralized by $2,695,000 U.S. Treasury Note at 1.625% due 11/30/20 with a value of $2,683,870.

    2,627,574        2,627,574   
   

 

 

 

Total Short-Term Investments
(Cost $2,627,574)

      2,627,574   
   

 

 

 
Securities Lending Reinvestments (e)—3.1%   
Certificates of Deposit—1.6%  

Bank of Tokyo UFJ, Ltd., New York
1.121%, 02/28/17 (f)

    600,000        600,012   

Chiba Bank, Ltd., New York
0.870%, 01/10/17

    400,000        400,009   

 

See accompanying notes to financial statements.

 

MSF-36


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (e)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Certificates of Deposit—(Continued)  

Credit Agricole Corporate and Investment Bank
1.274%, 04/12/17 (f)

    250,000      $ 250,197   

Credit Industriel et Commercial
1.245%, 04/05/17 (f)

    200,000        200,108   

Credit Suisse AG New York
1.335%, 04/03/17 (f)

    200,000        200,044   

1.364%, 04/11/17 (f)

    300,000        300,065   

Credit Suisse AG New York
1.364%, 05/12/17 (f)

    250,000        250,026   

DG Bank New York
0.940%, 01/12/17

    250,000        250,013   

0.950%, 01/03/17

    200,000        200,001   

DNB NOR Bank ASA
1.130%, 07/28/17 (f)

    200,000        199,965   

DZ Bank AG New York
1.010%, 02/27/17

    200,000        200,058   

ING Bank NV
1.265%, 04/18/17 (f)

    250,000        250,458   

KBC Bank NV
1.000%, 01/04/17

    200,000        200,000   

1.050%, 01/17/17

    200,000        200,024   

KBC Brussells
1.050%, 01/27/17

    400,000        400,076   

Landesbank Hessen-Thüringen London
Zero Coupon, 01/24/17

    498,853        499,785   

Mitsubishi UFJ Trust and Banking Corp.
1.364%, 04/11/17 (f)

    200,000        200,095   

Mizuho Bank, Ltd., New York
1.336%, 05/17/17

    200,000        199,981   

1.361%, 04/26/17 (f)

    200,000        199,990   

1.395%, 04/11/17 (f)

    200,000        200,060   

1.436%, 04/18/17 (f)

    300,000        300,094   

National Australia Bank London
1.182%, 11/09/17 (f)

    500,000        498,760   

National Bank of Canada
0.650%, 01/06/17

    500,000        500,020   

Natixis New York
0.900%, 02/17/17

    250,000        250,032   

Royal Bank of Canada New York
1.145%, 04/04/17 (f)

    500,000        499,872   

Shizuoka Bank New York
0.840%, 01/03/17

    500,000        500,002   

Sumitomo Bank New York
1.212%, 06/05/17 (f)

    500,000        499,990   

Sumitomo Mitsui Banking Corp. London
Zero Coupon, 02/06/17

    249,328        249,820   

Sumitomo Mitsui Banking Corp. New York
1.352%, 04/07/17 (f)

    250,000        250,128   

Sumitomo Mitsui Trust Bank, Ltd., New York
1.351%, 04/26/17 (f)

    500,000        500,059   

1.364%, 04/10/17 (f)

    200,000        200,077   

Svenska Handelsbanken New York
1.266%, 05/18/17 (f)

    500,000        500,087   

UBS, Stamford
1.084%, 05/12/17 (f)

    300,000        299,977   
Certificates of Deposit—(Continued)  

Wells Fargo Bank San Francisco N.A.
1.231%, 04/26/17 (f)

    200,000      200,056   

1.264%, 10/26/17 (f)

    200,000        200,137   
   

 

 

 
      10,850,078   
   

 

 

 
Commercial Paper—0.8%  

ABN AMRO Funding USA
0.910%, 01/11/17

    199,545        199,938   

Atlantic Asset Securitization LLC
0.990%, 01/12/17

    199,505        199,935   

1.040%, 02/03/17

    199,393        199,825   

Commonwealth Bank Australia
1.236%, 10/23/17 (f)

    500,000        500,281   

Den Norske ASA
1.206%, 04/27/17 (f)

    200,000        200,011   

HSBC plc
1.216%, 04/25/17 (f)

    500,000        499,979   

Macquarie Bank, Ltd.
0.930%, 01/19/17

    199,525        199,877   

National Australia Bank, Ltd.
1.288%, 12/06/17 (f)

    500,000        500,001   

Ridgefield Funding Co. LLC
1.000%, 01/03/17

    399,000        399,977   

Sheffield Receivables Co.
1.050%, 01/06/17

    498,629        499,935   

Suncorp Metway, Ltd.
0.930%, 02/09/17

    798,099        799,114   

Toronto Dominion Holding Corp.
0.600%, 01/05/17

    249,742        249,972   

Versailles Commercial Paper LLC
1.000%, 01/31/17

    299,200        299,774   

1.050%, 01/17/17

    199,393        199,911   

Westpac Banking Corp.
1.232%, 10/20/17 (f)

    300,000        300,524   
   

 

 

 
      5,249,054   
   

 

 

 
Repurchase Agreements—0.5%  

Citigroup Global Markets, Ltd.
Repurchase Agreement dated 12/29/16 at 0.710% to be repurchased at $100,010 on 01/03/17, collateralized by $100,874 U.S. Treasury and Foreign Obligations with rates ranging from 1.750% - 2.750%, maturity dates ranging from 10/15/19 - 11/15/23, with a value of $102,000.

    100,000        100,000   

Deutsche Bank AG, London
Repurchase Agreement dated 12/30/16 at 0.950% to be repurchased at $100,011 on 01/03/17, collateralized by $102,090 Foreign Obligations with rates ranging from 1.750% - 2.500%, maturity dates ranging from 09/05/19 - 11/20/24, with a value of $102,001.

    100,000        100,000   

Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $1,200,359 on 01/03/17, collateralized by various Common Stock with a value of $1,333,866.

    1,200,000        1,200,000   

 

See accompanying notes to financial statements.

 

MSF-37


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (e)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Repurchase Agreements—(Continued)  

Deutsche Bank Securities, Inc.
Repurchase Agreement dated 10/18/16 at 1.110% to be repurchased at $502,097 on 03/03/17, collateralized by various Common Stock with a value of $550,000.

    500,000      $ 500,000   

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $289,068 on 01/03/17, collateralized by $1,487,523 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $294,834.

    289,053        289,053   

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/27/16 at 0.580% to be repurchased at $200,023 on 01/03/17, collateralized by $197,871 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $204,103.

    200,000        200,000   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
Repurchase Agreement dated 10/26/16 at 1.160% to be repurchased at $301,537 on 04/03/17, collateralized by various Common Stock with a value of $330,000.

    300,000        300,000   

Natixis
Repurchase Agreement dated 12/28/16 at 0.750% to be repurchased at $1,000,167 on 01/05/17, collateralized by $1,605,069 U.S. Government Agency and Treasury Obligations with rates ranging from 0.000% - 4.672%, maturity dates ranging from 01/31/17 - 09/16/58, with a value of $1,020,125.

    1,000,000        1,000,000   
   

 

 

 
      3,689,053   
   

 

 

 
Time Deposits—0.2%  

OP Corporate Bank plc
1.010%, 01/04/17

    200,000        200,000   

1.200%, 01/23/17

    500,000        500,000   

Shinkin Central Bank
1.200%, 01/27/17

    100,000        100,000   

1.220%, 01/26/17

    300,000        300,000   
   

 

 

 
      1,100,000   
   

 

 

 

Total Securities Lending Reinvestments
(Cost $20,887,075)

      20,888,185   
   

 

 

 

Total Investments—102.9%
(Cost $598,754,293) (g)

      681,329,773   

Other assets and liabilities (net)—(2.9)%

      (19,390,229
   

 

 

 
Net Assets—100.0%     $ 661,939,544   
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) Non-income producing security.
(b) Security was valued in good faith under procedures approved by the Board of Trustees. As of December 31, 2016, these securities represent less than 0.05% of net assets.
(c) Illiquid security. As of December 31, 2016, these securities represent 0.0% of net assets.
(d) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $19,727,155 and the collateral received consisted of cash in the amount of $20,879,265. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(e) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(f) Variable or floating rate security. The stated rate represents the rate at December 31,2016.
(g) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $606,165,241. The aggregate unrealized appreciation and depreciation of investments were $169,560,397 and $(94,395,865), respectively, resulting in net unrealized appreciation of $75,164,532 for federal income tax purposes.

 

Ten Largest Industries as of
December 31, 2016 (Unaudited)

  

% of
Net Assets

 

Machinery

     6.0   

Metals & Mining

     5.1   

Real Estate Management & Development

     4.2   

Banks

     4.2   

Food Products

     3.9   

Chemicals

     3.6   

Construction & Engineering

     3.6   

Hotels, Restaurants & Leisure

     3.2   

Capital Markets

     3.1   

Media

     3.0   

 

See accompanying notes to financial statements.

 

MSF-38


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2      Level 3      Total  
Common Stocks   

Australia

   $ 49,587       $ 42,899,770       $ 65,771       $ 43,015,128   

Austria

     —           7,361,451         0         7,361,451   

Belgium

     1,052,100         11,620,135         —           12,672,235   

Cambodia

     —           263,119         —           263,119   

Canada

     58,756,774         16,833         10,056         58,783,663   

China

     —           144,282         —           144,282   

Denmark

     —           12,534,685         —           12,534,685   

Finland

     —           19,350,270         1,721         19,351,991   

France

     —           30,585,298         —           30,585,298   

Germany

     —           40,543,210         —           40,543,210   

Hong Kong

     325,730         21,312,534         8,284         21,646,548   

Ireland

     —           5,566,349         —           5,566,349   

Isle of Man

     —           718,039         —           718,039   

Israel

     24,796         5,546,521         —           5,571,317   

Italy

     111,005         24,333,883         0         24,444,888   

Japan

     218,011         159,619,364         47,511         159,884,886   

Liechtenstein

     —           37,977         —           37,977   

Luxembourg

     —           414,934         —           414,934   

Macau

     —           72,298         —           72,298   

Malta

     —           729,079         —           729,079   

Netherlands

     —           16,584,071         —           16,584,071   

New Zealand

     64,875         7,601,918         —           7,666,793   

Norway

     73,650         6,147,307         —           6,220,957   

Philippines

     —           18,156         —           18,156   

Portugal

     —           2,130,820         0         2,130,820   

Singapore

     111,536         7,796,997         106,107         8,014,640   

Spain

     —           14,082,111         0         14,082,111   

Sweden

     —           21,615,298         —           21,615,298   

Switzerland

     625,043         34,857,311         —           35,482,354   

United Arab Emirates

     —           113,733         —           113,733   

United Kingdom

     655,020         99,726,100         12         100,381,132   

Total Common Stocks

     62,068,127         594,343,853         239,462         656,651,442   

Total Preferred Stocks*

     —           1,139,132         —           1,139,132   

 

See accompanying notes to financial statements.

 

MSF-39


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Schedule of Investments as of December 31, 2016

Fair Value Hierarchy—(Continued)

 

Description    Level 1      Level 2     Level 3      Total  
Rights  

Australia

   $ 2,463      $ —       $ —        $ 2,463  

Austria

     —          —         0        0  

Italy

     —          0       —          0  

Norway

     —          4,806       —          4,806  

Spain

     16,171        —         —          16,171  

United Kingdom

     —          —         0        0  

Total Rights

     18,634        4,806       0        23,440  

Total Warrants*

     —          0       —          0  

Total Short-Term Investment*

     —          2,627,574       —          2,627,574  

Total Securities Lending Reinvestments*

     —          20,888,185       —          20,888,185  

Total Investments

   $ 62,086,761      $ 619,003,550     $ 239,462      $ 681,329,773  
                                    

Collateral for Securities Loaned (Liability)

   $ —        $ (20,879,265   $ —        $ (20,879,265

 

* See Schedule of Investments for additional detailed categorizations.

Level 3 investments at the beginning and/or end of the period in relation to net assets were not significant and accordingly, a reconciliation of Level 3 assets for the year ended December 31, 2016 is not presented.

Transfers from Level 2 to Level 1 in the amount of $180,243 were due to the discontinuation of a systematic fair valuation model factor. Transfers from Level 1 to Level 2 in the amount of $834,697 were due to the application of a systematic fair valuation model factor.

Transfers from Level 3 to Level 2 in the amount of $29,918 were due to the resumption of trading activity which resulted in the availability of significant observable inputs. Transfers from Level 2 and Level 1 to Level 3 in the amount of $309,132 were due to trading halts on the securities’ respective exchanges which resulted in the lack of observable inputs.

 

See accompanying notes to financial statements.

 

MSF-40


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

 

Investments at value (a) (b)

   $ 681,329,773  

Cash

     4,601  

Cash denominated in foreign currencies (c)

     1,357,532  

Receivable for:

 

Investments sold

     538,836  

Fund shares sold

     5,060  

Dividends and interest

     1,023,594  

Prepaid expenses

     1,899  
  

 

 

 

Total Assets

     684,261,295  

Liabilities

 

Collateral for securities loaned

     20,879,265  

Payables for:

 

Investments purchased

     414,457  

Securities lending cash collateral

     6,590  

Fund shares redeemed

     21,459  

Accrued Expenses:

 

Management fees

     443,775  

Distribution and service fees

     16,079  

Deferred trustees’ fees

     92,334  

Other expenses

     447,792  
  

 

 

 

Total Liabilities

     22,321,751  
  

 

 

 

Net Assets

   $ 661,939,544  
  

 

 

 

Net Assets Consist of:

 

Paid in surplus

   $ 538,796,865  

Undistributed net investment income

     8,267,635  

Accumulated net realized gain

     32,340,961  

Unrealized appreciation on investments and foreign currency transactions

     82,534,083  
  

 

 

 

Net Assets

   $ 661,939,544  
  

 

 

 

Net Assets

 

Class A

   $ 585,616,818  

Class B

     76,322,726  

Capital Shares Outstanding*

 

Class A

     46,572,476  

Class B

     6,106,192  

Net Asset Value, Offering Price and Redemption
Price Per Share

 

Class A

   $ 12.57  

Class B

     12.50  

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $598,754,293.
(b) Includes securities loaned at value of $19,727,155.
(c) Identified cost of cash denominated in foreign currencies was $1,364,502.

 

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

 

Dividends (a)

   $ 18,695,060  

Interest (b)

     101  

Securities lending income

     1,281,137  

Other income (c)

     951,958  
  

 

 

 

Total investment income

     20,928,256  

Expenses

 

Management fees

     5,321,293  

Administration fees

     21,578  

Custodian and accounting fees

     391,559  

Distribution and service fees—Class B

     190,453  

Audit and tax services

     66,496  

Legal

     33,031  

Trustees’ fees and expenses

     45,248  

Shareholder reporting

     30,415  

Insurance

     4,608  

Miscellaneous

     182,780  
  

 

 

 

Total expenses

     6,287,461  

Less management fee waiver

     (50,000
  

 

 

 

Net expenses

     6,237,461  
  

 

 

 

Net Investment Income

     14,690,795  
  

 

 

 

Net Realized and Unrealized Gain (Loss)

 

Net realized gain (loss) on:  

Investments

     34,610,646  

Futures contracts

     (92,247

Foreign currency transactions

     81,341  
  

 

 

 

Net realized gain

     34,599,740  
  

 

 

 
Net change in unrealized depreciation on:  

Investments

     (10,309,010

Foreign currency transactions

     (10,129
  

 

 

 

Net change in unrealized depreciation

     (10,319,139
  

 

 

 

Net realized and unrealized gain

     24,280,601  
  

 

 

 

Net Increase in Net Assets From Operations

   $ 38,971,396  
  

 

 

 

 

(a) Net of foreign withholding taxes of $1,471,832.
(b) Net of foreign withholding taxes of $701.
(c) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-41


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

    

From Operations

    

Net investment income

   $ 14,690,795      $ 12,455,986   

Net realized gain

     34,599,740        43,422,897   

Net change in unrealized depreciation

     (10,319,139     (11,511,915
  

 

 

   

 

 

 

Increase in net assets from operations

     38,971,396        44,366,968   
  

 

 

   

 

 

 

From Distributions to Shareholders

    

Net investment income

    

Class A

     (12,648,546     (12,147,392

Class B

     (1,467,138     (1,324,201

Net realized capital gains

    

Class A

     (36,530,415     (102,736,764

Class B

     (4,808,951     (12,835,328
  

 

 

   

 

 

 

Total distributions

     (55,455,050     (129,043,685
  

 

 

   

 

 

 

Increase (decrease) in net assets from capital share transactions

     (6,958,272     89,136,085   
  

 

 

   

 

 

 

Total increase (decrease) in net assets

     (23,441,926     4,459,368   

Net Assets

    

Beginning of period

     685,381,470        680,922,102   
  

 

 

   

 

 

 

End of period

   $ 661,939,544      $ 685,381,470   
  

 

 

   

 

 

 

Undistributed net investment income

  

End of period

   $ 8,267,635      $ 5,795,282   
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

        

Sales

     70,203      $ 852,354        1,577,058      $ 23,277,000   

Reinvestments

     4,143,131        49,178,961        8,484,797        114,884,156   

Redemptions

     (4,240,434     (54,395,002     (4,336,404     (65,559,909
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (27,100   $ (4,363,687     5,725,451      $ 72,601,247   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

        

Sales

     863,724      $ 10,719,761        1,224,134      $ 16,756,624   

Reinvestments

     531,421        6,276,089        1,050,410        14,159,529   

Redemptions

     (1,588,476     (19,590,435     (1,020,649     (14,381,315
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (193,331   $ (2,594,585     1,253,895      $ 16,534,838   
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase (decrease) derived from capital shares transactions

     $ (6,958,272     $ 89,136,085   
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-42


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Financial Highlights

 

Selected per share data       
     Class A  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 12.97     $ 14.84      $ 16.83      $ 13.85      $ 13.25  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

 

Net investment income (a)

     0.28  (b)      0.25        0.26        0.28        0.27  

Net realized and unrealized gain (loss) on investments

     0.44       0.78        (1.28      3.42        2.04  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.72       1.03        (1.02      3.70        2.31  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

 

Distributions from net investment income

     (0.29     (0.31      (0.38      (0.30      (0.36

Distributions from net realized capital gains

     (0.83     (2.59      (0.59      (0.42      (1.35
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (1.12     (2.90      (0.97      (0.72      (1.71
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 12.57     $ 12.97      $ 14.84      $ 16.83      $ 13.85  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     6.00  (e)      6.08        (6.50      27.94        18.25  

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     0.93       0.95        0.98        0.95        0.98  

Net ratio of expenses to average net assets (%) (d)

     0.92       0.94        0.97        0.94        0.98  

Ratio of net investment income to average net assets (%)

     2.26  (b)      1.78        1.58        1.86        2.06  

Portfolio turnover rate (%)

     8       12        10        12        12  

Net assets, end of period (in millions)

   $ 585.6     $ 604.2      $ 606.4      $ 913.3      $ 713.4  
     Class B  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 12.89     $ 14.77      $ 16.75      $ 13.79      $ 13.20  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

 

Net investment income (a)

     0.25  (b)      0.21        0.21        0.24        0.24  

Net realized and unrealized gain (loss) on investments

     0.44       0.77        (1.26      3.41        2.02  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.69       0.98        (1.05      3.65        2.26  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

 

Distributions from net investment income

     (0.25     (0.27      (0.34      (0.27      (0.32

Distributions from net realized capital gains

     (0.83     (2.59      (0.59      (0.42      (1.35
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (1.08     (2.86      (0.93      (0.69      (1.67
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 12.50     $ 12.89      $ 14.77      $ 16.75      $ 13.79  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     5.83  (e)      5.76        (6.69      27.60        17.90  

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     1.18       1.20        1.23        1.20        1.23  

Net ratio of expenses to average net assets (%) (d)

     1.17       1.19        1.22        1.19        1.23  

Ratio of net investment income to average net assets (%)

     2.01  (b)      1.50        1.32        1.58        1.81  

Portfolio turnover rate (%)

     8       12        10        12        12  

Net assets, end of period (in millions)

   $ 76.3     $ 81.2      $ 74.5      $ 81.1      $ 63.5  

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Net investment income per share and the ratio of net investment income to average net assets include a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which amounted to $0.02 per share and 0.14% of average net assets, respectively.
(c) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(d) Includes the effects of management fee waivers (see Note 6 of the Notes to Financial Statements).
(e) Includes the impact of the non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which enhanced the performance of the portfolio. Excluding this item, total return would have been 5.91% for Class A and 5.66% for Class B.

 

See accompanying notes to financial statements.

 

MSF-43


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is Met/Dimensional International Small Company Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers two classes of shares: Class A and B shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations

 

MSF-44


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over

 

MSF-45


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to foreign currency transactions and passive foreign investment companies (PFICs). These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio had direct investments in repurchase agreements with a gross value of $2,627,574. Additionally, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $3,689,053. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

 

MSF-46


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

All securities on loan are classified as Common Stocks in the Portfolio’s Schedule of Investments as of December 31, 2016, with a contractual maturity of overnight and continuous.

3. Investments in Derivative Instruments

Futures Contracts - The Portfolio may buy and sell futures contracts as a hedge, to maintain investment exposure to a target asset class or to enhance return. The Portfolio may be subject to fluctuations in equity prices, interest rates, commodity prices, and foreign currency exchange rates in the normal course of pursuing its investment objective. Futures contracts are standardized agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other asset. The Portfolio must deposit an amount (“initial margin”) equal to a certain percentage of the face value of the futures contract. The initial margin may be in the form of cash or securities, which is returned when the Portfolio’s obligations under the contract have been satisfied. If cash is deposited as the initial margin, it is shown as cash collateral on the Statement of Assets and Liabilities. Futures contracts are marked-to-market daily, and subsequent payments (“variation margin”) are made or received by the Portfolio depending on whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities and as a component of net change in unrealized appreciation/depreciation on the Statement of Operations. When the contract is closed or expires, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Risks of entering into futures contracts (and related options) include the possibility that the market for these instruments may be illiquid and that a change in the value of the contract or option may not correlate perfectly with changes in the value of the underlying instrument. If futures contracts are exchange-traded, the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures contracts against default. For OTC futures, the Portfolio’s ability to terminate the positions may be more limited than in the case of exchange-traded positions and may also involve the risk that securities dealers participating in such transactions would fail to meet their obligations to the Portfolio.

During the year ended December 31, 2016, the Portfolio entered into equity index futures contracts which were subject to equity price risk. During the period October 28, 2016 through November 1, 2016, the Portfolio had bought and sold $6,935,302 in notional cost on equity index futures contracts. At December 31, 2016, the Portfolio did not have any open futures contracts. For the year ended December 31, 2016, the Portfolio had realized losses in the amount of $92,247 which are shown under Net realized loss on futures contracts in the Statement of Operations.

4. Certain Risks

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Foreign Investment Risk: The investments by the Portfolio in foreign securities may involve risks not present in domestic investments. Because securities may be denominated in foreign currencies, may require settlement in foreign currencies and may pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Portfolio. Foreign investments may also subject the Portfolio to foreign government

 

MSF-47


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which could affect the market and/or credit risk of the investments. In addition to the risks described above, risks may arise from forward foreign currency contracts with respect to the potential inability of counterparties to meet the terms of their contracts.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

5. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 50,535,804      $ 0      $ 98,392,852  

6. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$5,321,293      0.850   Of the first $100 million
     0.800   On amounts in excess of $100 million

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. Dimensional Fund Advisors LP is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Management Fee Waivers - Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum

   Average Daily Net Assets  
0.050%      Of the first $100 million  

An identical expense agreement was in place for the period May 1, 2015 to April 30, 2016. Amounts waived for the year ended December 31, 2016 are shown as management fee waivers in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A and B Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B Shares. Under the Distribution and Service Plan, the Class B Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B Shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee.

 

MSF-48


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

7. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

8. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$14,816,351    $ 14,989,927      $ 40,638,699      $ 114,053,758      $ 55,455,050      $ 129,043,685  

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
     Total  
$17,911,663    $ 30,200,215      $ 75,123,135      $      $ 123,235,013  

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

9. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-49


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Met/Dimensional International Small Company Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Met/Dimensional International Small Company Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Met/Dimensional International Small Company Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-50


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-51


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and
MSF) to
present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-52


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST) to
present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF) to
present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF) to
present
   Vice President, MetLife, Inc. (2013- present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST) to
present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-53


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-54


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee

 

MSF-55


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

* * *

Met/Dimensional International Small Company Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and Dimensional Fund Advisors LP regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe and Lipper Index for the one-, three-, and five-year periods ended June 30, 2016. The Board also took into account that the Portfolio outperformed its benchmark, the MSCI World ex-U.S. Small Cap Index, for the one-, three-, and five-year periods ended October 31, 2016.

The Board also considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b-1 fees) were below the Expense Group median and the Expense Universe median. The Board also noted that the Portfolio’s contractual management fees were below the asset-weighted average of certain comparable funds at the Portfolio’s current size.

 

MSF-56


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-57


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-58


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-59


Metropolitan Series Fund

Met/Dimensional International Small Company Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-60


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Managed by Wellington Management Company LLP

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, and E shares of the Met/Wellington Balanced Portfolio returned 6.99%, 6.74%, and 6.83%, respectively. The Portfolio’s benchmarks, the Standard & Poor’s (“S&P”) 500 Index1 and the Bloomberg Barclays U.S. Aggregate Bond Index2, returned 11.96% and 2.65%, respectively. A blend of the S&P 500 Index (60%) and the Bloomberg Barclays U.S. Aggregate Bond Index (40%) returned 8.31%.

MARKET ENVIRONMENT / CONDITIONS

U.S. equities rose over the period, as measured by the S&P 500 Index, notwithstanding significant volatility during the year. Early in the first quarter of 2016, stocks plunged and moved in virtual lockstep with the price of oil as fears of a recession and weakness in China weighed on investors’ minds. However, equities surged in late February and March as solid economic data, a stabilization in oil prices, and accommodative commentary from the Federal Reserve (the “Fed”) helped to calm the market’s early year jitters. A better-than-feared U.S. corporate earnings season in the second quarter and an encouraging economic backdrop helped sustain the rally. At its June meeting, the Fed left rates unchanged and reduced its U.S. growth and long-run policy rate forecasts, citing mixed U.S. economic data and uncertainty about global economic and financial developments. After plunging in the two trading days following the U.K. referendum vote to leave the European Union (“Brexit”), U.S. stocks staged an impressive comeback in the days following.

U.S. equities continued to climb in July, following a solid start to the corporate earnings season and encouraging housing and employment data releases. Stocks were essentially flat in August and September as investors remained focused on the Fed’s actions, specifically on the timing of the next rate hike. A confluence of worries contributed to increased volatility during September, including uncertainty surrounding the U.S. presidential election, tepid economic data, and valuation concerns. Stocks rose following Donald Trump’s victory on hopes of increased fiscal stimulus, reduced regulatory restrictions, and lower corporate taxes. Economic data released during the quarter was generally encouraging, as third quarter Gross Domestic Product growth was revised slightly higher and the U.S. housing market continued to display healthy trends. In December, the Fed raised rates by 0.25% a well-telegraphed move and only the second hike in the last decade.

Returns varied by market-cap, as small- and mid-cap stocks, as measured by the Russell 2000 Index and S&P MidCap 400 Index, outperformed large-cap stocks, as measured by the S&P 500 Index.

Over the period, global fixed income markets were influenced by global economic growth concerns, central bank monetary policy expectations, political upheaval, and oil prices.

Policy paths of major central banks appeared to diverge in the third quarter as the Bank of England unveiled a stimulus package designed to prevent a recession following the Brexit vote while the European Central Bank kept its stimulus program unchanged and avoided making a firm commitment to further expand its bond-buying program. Developed markets government bond prices largely gained outside the U.S. over the period, as global uncertainties kept central banks in easing mode for most of the year. Global government bond yields moved sharply higher in the fourth quarter, particularly following the U.S. election results as President-elect Trump’s proposed expansionary fiscal policy lifted inflation expectations. In December, the Fed hiked rates for only the second time in ten years. While markets had largely anticipated the decision, the Fed’s post-meeting statement and press conference leaned more hawkish than expected. The U.S. dollar ended higher against a broad basket of currencies over the period, particularly following the U.S. election results and Fed rate hike decision. Emerging market currencies also weakened significantly against the dollar following Trump’s election victory over concerns about potential U.S. trade protectionism. Meanwhile, the U.K. pound depreciated in the aftermath of Brexit.

Absolute returns in the major fixed income spread sectors were positive during the 12-month period, aided by the decline in government bond yields outside the U.S. In the U.S., coupon income helped offset the impact of higher Treasury yields. On an excess return basis, most spread sectors posted positive returns over the period, including High Yield, Emerging Markets Debt, and Investment Grade corporates, as credit spreads tightened during the year. However, this masked considerable volatility in spread sector returns, including a drawdown in many spread sectors in the first part of 2016 and immediately following the Brexit referendum.

PORTFOLIO REVIEW / PERIOD END POSITIONING

The Portfolio underperformed its custom benchmark, consisting of 60% S&P 500 Index / 40% Bloomberg Barclays U.S. Aggregate Bond Index, for the period ended December 31, 2016.

The equity portion of the Portfolio underperformed its benchmark, the S&P 500 Index, for the 12-month period ended December 31, 2016. As a bottom-up research portfolio, we expect stock selection, rather than sector allocation, to typically drive the majority of our performance. During the period, weak stock selection was the primary driver of the Portfolio’s benchmark-relative underperformance. While negative stock selection drove performance, we do not believe that we have been rewarded based on our conviction levels in stocks we believed have exhibited fundamental progress (i.e. through upgrades in consensus earnings estimates). Consequently, the positive attributes we believed these stocks possessed were not rewarded by increased share prices during the period.

Selection within Information Technology, Financials, and Consumer Staples sectors detracted most from relative results. This was partially offset by stronger stock selection within the Consumer Discretionary, Utilities, and Industrials sectors.

 

MSF-1


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Managed by Wellington Management Company LLP

Portfolio Manager Commentary*—(Continued)

 

Among the equity portion of the Portfolio’s largest individual detractors were McKesson, Allergan, and Wells Fargo. Wells Fargo was eliminated from the Portfolio over the period. Not owning large benchmark constituent JPMorgan Chase within the Financials sector also weighed on relative returns. We believed JPMorgan Chase was fairly valued and instead we continued to focus on undervalued stocks in the banks group.

The Portfolio’s equity holdings in Seagate Technology and Bank of America were among the stocks that contributed most to relative performance during the period. Seagate Technology is a U.S.-based data-storage company. Seagate Technology announced an ambitious restructuring plan, boosting the stock price. Bank of America is a global financial services company. The stock price was driven higher on investors’ expectations of rising interest rates and that the Republican sweep of the White House and Congress will relieve regulatory pressures the banking sector has faced since the financial crisis.

The fixed income portion of the Portfolio outperformed its benchmark, the Bloomberg Barclays U.S. Aggregate Bond Index, for the 2016 calendar year. Sector allocation contributed positively to relative performance. The Portfolio’s allocations to structured finance sectors Commercial Mortgage-Backed Securities (“CMBS”), non-agency Residential Mortgage-Backed Securities (“RMBS”), and Collateralized Loan Obligations (“CLOs”) all contributed positively to returns. Additionally, the allocations to High Yield and Bank Loans contributed to relative outperformance over the year, though contribution from High Yield security selection was somewhat offset by credit hedges implemented with High Yield credit event indices. Security selection within Investment Grade Energy and Financials also benefitted results. Additionally, the Portfolio had been positioned for rising inflation expectations being long U.S. Treasury Inflation Protected Securities (“TIPS”) vs. nominal Treasuries, and this position contributed to returns as market inflation expectations rose in the second half of the year.

During the period, the fixed income portion of the Portfolio used Treasury futures, swaps, and options to manage duration and yield curve positioning. The Portfolio also used currency forwards, futures, and options to implement non-U.S. rate and currency positions. Credit Default Swaps (“CDS”) were used to manage credit exposures, and Investment Grade and High Yield CDS index positions were used as a source of liquidity and to manage overall portfolio risk. The Portfolio’s use of credit derivatives, implemented as short positions to hedge, detracted from relative performance over the period as High Yield and Investment Grade sectors outperformed many other fixed income sectors during the period.

At period end, we believed the majority of the U.S. Industrial sector may benefit from more cash mobility, lower taxes and higher U.S. infrastructure spending. Almost all have been hit by the recent “industrial recession” with business confidence remaining depressed as capital spending checkbooks have not opened up in a meaningful way. We believed there was a disconnect between what the infrastructure levered stocks priced in versus a realistic reality. At the end of the period, we avoided some manufacturing stocks that have aggressively rallied on the U.S. infrastructure theme.

Within the Financials sector, U.S. banks have rallied following the election of Donald Trump. We expect fewer regulatory restrictions and more fiscal stimulus to provide a tailwind for many banks with large deposit franchises. We remained sanguine on U.S. banks due to their inexpensive valuations relative to their returns and the potential upside that higher interest rates could provide. We continued to focus on value stocks in the group with Bank of America as our largest active weight within the sector at period end. We also added to PNC Financial Services in the fourth quarter of 2016. We believe this diversified financial services firm, which focuses on mostly retail and business banking, has a disciplined management team, clear plan to deepen relationships with clients to drive fee growth, and trades at an attractive valuation.

The Portfolio is generally industry/sector-neutral relative to the benchmark. On an absolute basis, the Portfolio’s largest exposures were to the Information Technology, Financials, and Health Care sectors and no exposure to the Telecommunications Services sector at the end of the period. Exposure to the Health Care sector increased over the period while exposure to the Industrials sector decreased.

At the end of the year, the Portfolio’s fixed income portion was positioned with a long duration; however, longer term, the team is duration-neutral (while taking longer or shorter positions opportunistically) and continues to be positioned for rising inflation expectations. The Portfolio was neutral to Investment Grade Credit, but continued to favor Financials issuers. The Portfolio was overweight agency MBS and CMBS. The Portfolio continued to hold allocations to non-agency MBS, CLOs, Bank Loans, and BB-rated High Yield as of the end of the year.

 

MSF-2


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Managed by Wellington Management Company LLP

Portfolio Manager Commentary*—(Continued)

 

At the end of the year, the Portfolio’s asset allocation breakdown was approximately a 61% allocation to the equity portion of the Portfolio and a 39% allocation to the fixed income portion of the Portfolio and represented a marginal increase to the equity allocation and decrease to the fixed income allocation from the beginning of the period.

Cheryl M. Duckworth

Mark D. Mandel

Joseph F. Marvan

Robert D. Burn

Campe Goodman

Portfolio Managers

Wellington Management Company LLP

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-3


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE S&P 500 INDEX AND THE BLOOMBERG BARCLAYS U.S. AGGREGATE BOND INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
Met/Wellington Balanced Portfolio                 

Class A

       6.99          10.46          5.75  

Class B

       6.74          10.18          5.48  

Class E

       6.83          10.28          5.59  
S&P 500 Index        11.96          14.66          6.95  
Bloomberg Barclays U.S. Aggregate Bond Index        2.65          2.23          4.34  

1 The Standard & Poor’s (S&P) 500 Index is an unmanaged index consisting of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-weighted index (stock price times number of shares outstanding) with each stock’s weight in the Index proportionate to its market value.

2 The Bloomberg Barclays U.S. Aggregate Bond Index is a broad based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities, asset-backed securities, and commercial mortgage-backed securities.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Equity Holdings

 

     % of
Net Assets
 

Apple, Inc.

     1.8  

Bank of America Corp.

     1.7  

Alphabet, Inc.

     1.6  

Amazon.com, Inc.

     1.2  

Comcast Corp.

     1.1  

 

Top Fixed Income Issuers

 

     % of
Net Assets
 

Fannie Mae 30 Yr. Pool

     4.9  

Freddie Mac 30 Yr. Gold Pool

     4.7  

Freddie Mac 15 Yr. Gold Pool

     1.8  

Fannie Mae 15 Yr. Pool

     1.8  

Ginnie Mae I 30 Yr. Pool

     0.8  

Top Equity Sectors

 

     % of
Net Assets
 

Information Technology

     11.5  

Financials

     9.5  

Health Care

     9.4  

Consumer Discretionary

     7.1  

Consumer Staples

     6.7  

 

Top Fixed Income Sectors

 

     % of
Net Assets
 

U.S. Treasury & Government Agencies

     17.3  

Corporate Bonds & Notes

     12.8  

Asset-Backed Securities

     6.1  

Mortgage-Backed Securities

     5.1  

Floating Rate Loans

     1.9  

 

MSF-4


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

Met/Wellington Balanced Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.51    $ 1,000.00         $ 1,035.90         $ 2.61   
   Hypothetical*      0.51    $ 1,000.00         $ 1,022.57         $ 2.59   

Class B(a)

   Actual      0.76    $ 1,000.00         $ 1,034.30         $ 3.89   
   Hypothetical*      0.76    $ 1,000.00         $ 1,021.32         $ 3.86   

Class E(a)

   Actual      0.66    $ 1,000.00         $ 1,034.80         $ 3.38   
   Hypothetical*      0.66    $ 1,000.00         $ 1,021.82         $ 3.35   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 6 of the Notes to Financial Statements.

 

MSF-5


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—60.3% of Net Assets

 

Security Description   Shares     Value  
Aerospace & Defense—1.7%  

Boeing Co. (The)

    19,947      $ 3,105,349   

General Dynamics Corp.

    31,398        5,421,179   

Lockheed Martin Corp.

    24,476        6,117,531   

United Technologies Corp.

    58,967        6,463,963   
   

 

 

 
      21,108,022   
   

 

 

 
Air Freight & Logistics—0.4%  

FedEx Corp.

    14,244        2,652,233   

XPO Logistics, Inc. (a) (b)

    49,050        2,116,998   
   

 

 

 
      4,769,231   
   

 

 

 
Airlines—0.1%  

American Airlines Group, Inc. (b)

    37,785        1,764,182   
   

 

 

 
Banks—3.0%  

Bank of America Corp.

    946,688        20,921,805   

Huntington Bancshares, Inc.

    314,799        4,161,643   

PNC Financial Services Group, Inc. (The)

    97,334        11,384,184   
   

 

 

 
      36,467,632   
   

 

 

 
Beverages—2.7%  

Anheuser-Busch InBev S.A. (ADR)

    16,427        1,732,063   

Constellation Brands, Inc. - Class A

    30,898        4,736,972   

Dr Pepper Snapple Group, Inc.

    33,560        3,042,885   

Molson Coors Brewing Co. - Class B

    47,899        4,661,052   

Monster Beverage Corp. (a) (b)

    170,345        7,553,097   

PepsiCo, Inc.

    105,684        11,057,717   
   

 

 

 
      32,783,786   
   

 

 

 
Biotechnology—1.1%  

Aduro Biotech, Inc. (a) (b)

    39,469        449,947   

Alkermes plc (a) (b)

    27,232        1,513,554   

Alnylam Pharmaceuticals, Inc. (a) (b)

    4,677        175,107   

ARIAD Pharmaceuticals, Inc. (a) (b)

    54,552        678,627   

Biogen, Inc. (a)

    5,237        1,485,108   

Bluebird Bio, Inc. (a)

    7,380        455,346   

Celgene Corp. (a)

    25,540        2,956,255   

GlycoMimetics, Inc. (a) (b)

    55,683        339,666   

Incyte Corp. (a)

    10,975        1,100,463   

Ironwood Pharmaceuticals, Inc. (a)

    59,748        913,547   

Karyopharm Therapeutics, Inc. (a)

    35,087        329,818   

Nivalis Therapeutics, Inc. (a) (b)

    28,240        63,258   

Otonomy, Inc. (a) (b)

    21,612        343,631   

PTC Therapeutics, Inc. (a)

    25,399        277,103   

Ra Pharmaceuticals, Inc. (a)

    17,129        260,189   

Regeneron Pharmaceuticals, Inc. (a)

    1,263        463,635   

Regulus Therapeutics, Inc. (a) (b)

    25,920        58,320   

Syndax Pharmaceuticals, Inc. (a) (b)

    36,000        258,120   

TESARO, Inc. (a) (b)

    8,748        1,176,431   

Trevena, Inc. (a)

    63,243        371,869   
   

 

 

 
      13,669,994   
   

 

 

 
Building Products—0.1%  

Fortune Brands Home & Security, Inc.

    21,548        1,151,956   
   

 

 

 
Capital Markets—1.0%  

Evercore Partners, Inc. - Class A

    21,824      1,499,309   

Intercontinental Exchange, Inc.

    43,770        2,469,503   

Investment Technology Group, Inc.

    22,400        442,176   

Legg Mason, Inc. (b)

    26,612        795,965   

Morgan Stanley

    50,145        2,118,626   

Northern Trust Corp. (b)

    28,664        2,552,529   

TD Ameritrade Holding Corp. (b)

    42,553        1,855,311   

WisdomTree Investments, Inc. (b)

    51,390        572,485   
   

 

 

 
      12,305,904   
   

 

 

 
Chemicals—1.1%  

Cabot Corp.

    19,850        1,003,219   

Celanese Corp. - Series A

    31,083        2,447,476   

Dow Chemical Co. (The)

    66,310        3,794,258   

Monsanto Co.

    15,990        1,682,308   

PPG Industries, Inc.

    38,463        3,644,754   

Westlake Chemical Corp. (b)

    13,264        742,651   
   

 

 

 
      13,314,666   
   

 

 

 
Commercial Services & Supplies—0.3%  

Waste Management, Inc.

    59,735        4,235,809   
   

 

 

 
Communications Equipment—0.4%  

Arista Networks, Inc. (a)

    54,714        5,294,674   
   

 

 

 
Construction Materials—0.3%  

CRH plc (ADR)

    21,879        752,200   

Martin Marietta Materials, Inc.

    7,230        1,601,662   

Vulcan Materials Co.

    13,674        1,711,301   
   

 

 

 
      4,065,163   
   

 

 

 
Consumer Finance—1.9%  

American Express Co.

    102,728        7,610,090   

Capital One Financial Corp.

    126,811        11,062,992   

Santander Consumer USA Holdings, Inc. (a)

    382,961        5,169,973   
   

 

 

 
      23,843,055   
   

 

 

 
Containers & Packaging—0.6%  

Ball Corp. (b)

    43,979        3,301,503   

International Paper Co.

    58,355        3,096,316   

Owens-Illinois, Inc. (a) (b)

    35,933        625,594   
   

 

 

 
      7,023,413   
   

 

 

 
Electric Utilities—1.7%  

Avangrid, Inc.

    81,098        3,071,992   

Edison International

    36,101        2,598,911   

Eversource Energy

    19,526        1,078,421   

Exelon Corp.

    72,221        2,563,123   

NextEra Energy, Inc.

    62,305        7,442,956   

PG&E Corp.

    58,190        3,536,206   

Pinnacle West Capital Corp.

    16,971        1,324,247   
   

 

 

 
      21,615,856   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Electrical Equipment—0.4%  

AMETEK, Inc. (b)

    44,376      $ 2,156,674   

Eaton Corp. plc

    44,360        2,976,112   
   

 

 

 
      5,132,786   
   

 

 

 
Energy Equipment & Services—0.5%  

Baker Hughes, Inc.

    78,615        5,107,617   

Helix Energy Solutions Group, Inc. (a) (b)

    59,903        528,344   

Tesco Corp. (a)

    73,560        606,870   
   

 

 

 
      6,242,831   
   

 

 

 
Equity Real Estate Investment Trusts—2.0%  

Alexandria Real Estate Equities, Inc.

    23,451        2,606,110   

American Tower Corp.

    67,799        7,164,998   

Apartment Investment & Management
Co. - Class A

    72,419        3,291,443   

Equinix, Inc.

    6,326        2,260,976   

Host Hotels & Resorts, Inc.

    58,334        1,099,013   

Outfront Media, Inc. (b)

    88,476        2,200,398   

Prologis, Inc. (b)

    63,480        3,351,109   

Simon Property Group, Inc.

    13,027        2,314,507   
   

 

 

 
      24,288,554   
   

 

 

 
Food & Staples Retailing—1.1%  

Costco Wholesale Corp.

    42,169        6,751,678   

Kroger Co. (The) (b)

    75,055        2,590,148   

Walgreens Boots Alliance, Inc.

    44,730        3,701,855   
   

 

 

 
      13,043,681   
   

 

 

 
Food Products—1.3%  

Mondelez International, Inc. - Class A

    209,763        9,298,794   

Post Holdings, Inc. (a) (b)

    80,670        6,485,061   
   

 

 

 
      15,783,855   
   

 

 

 
Gas Utilities—0.1%  

UGI Corp.

    39,758        1,832,049   
   

 

 

 
Health Care Equipment & Supplies—3.3%  

Abbott Laboratories

    30,431        1,168,855   

Baxter International, Inc.

    65,556        2,906,753   

Becton Dickinson & Co.

    19,666        3,255,706   

Boston Scientific Corp. (a)

    231,830        5,014,483   

ConforMIS, Inc. (a) (b)

    45,600        369,360   

Danaher Corp.

    98,049        7,632,134   

Medtronic plc

    165,935        11,819,550   

St. Jude Medical, Inc.

    41,215        3,305,031   

Stryker Corp.

    39,969        4,788,686   
   

 

 

 
      40,260,558   
   

 

 

 
Health Care Providers & Services—2.2%  

Cardinal Health, Inc.

    26,224        1,887,341   

Cigna Corp.

    28,230        3,765,600   

HCA Holdings, Inc. (a)

    54,150        4,008,183   

McKesson Corp.

    47,700        6,699,465   

UnitedHealth Group, Inc.

    69,293        11,089,652   
   

 

 

 
      27,450,241   
   

 

 

 
Hotels, Restaurants & Leisure—0.3%  

Hilton Worldwide Holdings, Inc.

    57,527      1,564,735   

Starbucks Corp.

    36,529        2,028,090   

Wingstop, Inc. (b)

    1,800        53,262   
   

 

 

 
      3,646,087   
   

 

 

 
Household Durables—0.4%  

Mohawk Industries, Inc. (a)

    22,092        4,411,331   
   

 

 

 
Household Products—0.0%  

Colgate-Palmolive Co.

    2,787        182,381   
   

 

 

 
Industrial Conglomerates—0.2%  

General Electric Co.

    77,494        2,448,810   
   

 

 

 
Insurance—3.6%  

Allstate Corp. (The)

    32,620        2,417,794   

American International Group, Inc.

    143,988        9,403,856   

Assured Guaranty, Ltd. (b)

    135,116        5,103,331   

Chubb, Ltd.

    17,020        2,248,682   

Hartford Financial Services Group, Inc. (The) (b)

    102,192        4,869,449   

Manulife Financial Corp.

    92,944        1,656,262   

Marsh & McLennan Cos., Inc.

    102,806        6,948,658   

Principal Financial Group, Inc. (b)

    28,681        1,659,483   

Prudential Financial, Inc.

    47,326        4,924,744   

XL Group, Ltd.

    127,888        4,765,107   
   

 

 

 
      43,997,366   
   

 

 

 
Internet & Direct Marketing Retail—2.0%  

Amazon.com, Inc. (a)

    19,635        14,723,697   

Expedia, Inc.

    32,541        3,686,245   

Netflix, Inc. (a)

    36,754        4,550,145   

Wayfair, Inc. - Class A (a) (b)

    62,730        2,198,687   
   

 

 

 
      25,158,774   
   

 

 

 
Internet Software & Services—2.5%  

Alphabet, Inc. - Class A (a)

    24,557        19,460,195   

Blucora, Inc. (a) (b)

    55,533        819,112   

Envestnet, Inc. (a) (b)

    19,106        673,486   

Facebook, Inc. - Class A (a)

    85,244        9,807,322   
   

 

 

 
      30,760,115   
   

 

 

 
IT Services—2.6%  

Accenture plc - Class A

    20,728        2,427,871   

Alliance Data Systems Corp.

    11,466        2,619,981   

Automatic Data Processing, Inc.

    35,841        3,683,738   

Cognizant Technology Solutions
Corp. - Class A (a)

    27,607        1,546,820   

FleetCor Technologies, Inc. (a)

    12,013        1,700,080   

Genpact, Ltd. (a)

    109,197        2,657,855   

Global Payments, Inc.

    65,179        4,524,074   

PayPal Holdings, Inc. (a)

    30,277        1,195,033   

Visa, Inc. - Class A

    122,186        9,532,952   

WEX, Inc. (a) (b)

    16,969        1,893,740   
   

 

 

 
      31,782,144   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Life Sciences Tools & Services—0.2%  

Thermo Fisher Scientific, Inc.

    21,589      $ 3,046,208   
   

 

 

 
Machinery—1.0%  

AGCO Corp. (b)

    9,835        569,053   

Fortive Corp. (b)

    50,042        2,683,753   

Illinois Tool Works, Inc.

    52,211        6,393,759   

Pentair plc

    48,143        2,699,378   
   

 

 

 
      12,345,943   
   

 

 

 
Marine—0.0%  

Kirby Corp. (a) (b)

    2,630        174,895   
   

 

 

 
Media—2.5%  

Charter Communications, Inc. -
Class A (a)

    42,072        12,113,370   

Comcast Corp. - Class A

    188,211        12,995,970   

Liberty Media Corp. - Liberty Media - Class C (a) (b)

    40,291        1,262,317   

Twenty-First Century Fox, Inc. - Class A

    146,829        4,117,085   
   

 

 

 
      30,488,742   
   

 

 

 
Metals & Mining—0.2%  

Freeport-McMoRan, Inc. (a)

    85,767        1,131,267   

Reliance Steel & Aluminum Co.

    5,548        441,288   

Steel Dynamics, Inc.

    30,575        1,087,858   
   

 

 

 
      2,660,413   
   

 

 

 
Multi-Utilities—0.8%  

Ameren Corp.

    31,364        1,645,355   

Dominion Resources, Inc.

    55,198        4,227,615   

Sempra Energy (b)

    34,907        3,513,041   
   

 

 

 
      9,386,011   
   

 

 

 
Oil, Gas & Consumable Fuels—3.1%  

Antero Resources Corp. (a)

    61,981        1,465,851   

Arch Coal, Inc. - Class A (a)

    1,037        80,938   

Chevron Corp.

    28,469        3,350,801   

Cobalt International Energy, Inc. (a) (b)

    614,721        749,960   

Diamondback Energy, Inc. (a) (b)

    27,055        2,734,178   

Extraction Oil & Gas, Inc. (a) (b)

    35,308        707,572   

Hess Corp.

    7,516        468,172   

Kinder Morgan, Inc.

    172,920        3,581,173   

Newfield Exploration Co. (a)

    123,481        5,000,980   

ONEOK, Inc. (b)

    19,968        1,146,363   

Parsley Energy, Inc. - Class A (a)

    29,466        1,038,382   

PDC Energy, Inc. (a) (b)

    26,951        1,956,104   

Pioneer Natural Resources Co.

    58,172        10,475,032   

QEP Resources, Inc. (a)

    47,523        874,898   

Rice Energy, Inc. (a)

    58,984        1,259,308   

Spectra Energy Corp.

    27,797        1,142,179   

TransCanada Corp.

    35,980        1,624,497   
   

 

 

 
      37,656,388   
   

 

 

 
Paper & Forest Products—0.1%  

Boise Cascade Co. (a) (b)

    75,922        1,708,245   
   

 

 

 
Personal Products—0.9%  

Coty, Inc. - Class A (b)

    277,549      5,081,922   

Estee Lauder Cos., Inc. (The) - Class A

    77,847        5,954,517   
   

 

 

 
      11,036,439   
   

 

 

 
Pharmaceuticals—2.6%  

Aerie Pharmaceuticals, Inc. (a)

    16,870        638,529   

Allergan plc (a)

    26,692        5,605,587   

AstraZeneca plc (ADR) (b)

    98,081        2,679,573   

Bristol-Myers Squibb Co.

    137,945        8,061,506   

Eli Lilly & Co.

    78,367        5,763,893   

Johnson & Johnson

    53,960        6,216,732   

Mylan NV (a) (b)

    58,530        2,232,919   

MyoKardia, Inc. (a) (b)

    30,360        393,162   
   

 

 

 
      31,591,901   
   

 

 

 
Professional Services—0.7%  

Equifax, Inc.

    20,610        2,436,720   

IHS Markit, Ltd. (a)

    27,594        977,104   

Nielsen Holdings plc

    58,598        2,458,186   

TransUnion (a)

    106,711        3,300,571   
   

 

 

 
      9,172,581   
   

 

 

 
Real Estate Management & Development—0.1%  

Conyers Park Acquisition Corp. (a)

    148,420        1,610,357   
   

 

 

 
Road & Rail—0.3%  

CSX Corp.

    26,965        968,852   

Genesee & Wyoming, Inc. - Class A (a)

    14,107        979,167   

J.B. Hunt Transport Services, Inc.

    7,432        721,424   

Kansas City Southern

    2,463        208,986   

Knight Transportation, Inc. (b)

    39,926        1,319,554   
   

 

 

 
      4,197,983   
   

 

 

 
Semiconductors & Semiconductor Equipment—1.5%  

Analog Devices, Inc.

    17,408        1,264,169   

Broadcom, Ltd.

    10,836        1,915,480   

First Solar, Inc. (a) (b)

    6,436        206,531   

Intel Corp.

    212,691        7,714,303   

Microchip Technology, Inc. (b)

    31,475        2,019,121   

Micron Technology, Inc. (a) (b)

    46,782        1,025,461   

QUALCOMM, Inc.

    62,329        4,063,851   

SunPower Corp. (a) (b)

    6,525        43,130   
   

 

 

 
      18,252,046   
   

 

 

 
Software—1.9%  

Electronic Arts, Inc. (a)

    53,321        4,199,562   

Microsoft Corp.

    153,600        9,544,704   

Salesforce.com, Inc. (a)

    35,517        2,431,494   

ServiceNow, Inc. (a)

    35,677        2,652,228   

SS&C Technologies Holdings, Inc. (b)

    23,930        684,398   

Workday, Inc. - Class A (a) (b)

    53,336        3,524,976   
   

 

 

 
      23,037,362   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares/
Principal
Amount*
    Value  
Specialty Retail—1.0%  

Advance Auto Parts, Inc. (b)

    45,878      $ 7,758,887   

L Brands, Inc. (b)

    15,915        1,047,844   

O’Reilly Automotive, Inc. (a)

    13,449        3,744,336   
   

 

 

 
      12,551,067   
   

 

 

 
Technology Hardware, Storage & Peripherals—2.7%  

Apple, Inc.

    194,857        22,568,338   

Pure Storage, Inc. - Class A (a) (b)

    290,265        3,282,897   

Seagate Technology plc (b)

    190,389        7,267,148   
   

 

 

 
      33,118,383   
   

 

 

 
Textiles, Apparel & Luxury Goods—0.9%  

NIKE, Inc. - Class B

    175,771        8,934,440   

Under Armour, Inc. - Class C (a)

    29,599        745,007   

VF Corp.

    23,042        1,229,291   
   

 

 

 
      10,908,738   
   

 

 

 
Tobacco—0.8%  

Altria Group, Inc.

    153,542        10,382,510   
   

 

 

 
Trading Companies & Distributors—0.1%  

NOW, Inc. (a) (b)

    34,836        713,093   
   

 

 

 

Total Common Stocks
(Cost $660,499,084)

      743,874,211   
   

 

 

 
U.S. Treasury & Government Agencies—17.3%   
Agency Sponsored Mortgage - Backed—16.1%  

Fannie Mae 15 Yr. Pool
2.500%, TBA (c)

    12,425,000        12,444,656   

3.000%, 07/01/28

    2,197,622        2,258,716   

3.000%, 02/01/31

    252,032        258,856   

3.000%, 03/01/31

    28,657        29,433   

3.000%, TBA (c)

    2,153,000        2,209,348   

3.500%, 07/01/28

    321,097        335,968   

4.000%, 04/01/26

    58,068        61,365   

4.000%, 02/01/29

    1,447,062        1,527,620   

4.500%, 06/01/24

    307,779        325,412   

4.500%, 02/01/25

    94,570        100,419   

4.500%, 04/01/25

    14,135        14,900   

4.500%, 07/01/25

    70,049        74,050   

4.500%, 06/01/26

    1,431,842        1,517,253   

5.000%, TBA (c)

    500,000        510,586   

Fannie Mae 30 Yr. Pool
3.000%, 02/01/43

    924,736        924,472   

3.000%, 03/01/43

    1,200,410        1,200,068   

3.000%, 04/01/43

    1,096,371        1,096,059   

3.000%, 05/01/43

    3,074,090        3,073,214   

3.000%, 06/01/43

    353,565        353,465   

3.000%, TBA (c)

    7,775,000        7,723,792   

3.500%, 03/01/43

    68,352        70,501   

3.500%, 05/01/43

    127,621        131,635   

3.500%, 07/01/43

    282,774        291,648   
Agency Sponsored Mortgage - Backed—(Continued)  

Fannie Mae 30 Yr. Pool

   

3.500%, 08/01/43

    512,077      528,191   

3.500%, 10/01/44

    493,106        507,446   

3.500%, 02/01/45

    646,169        662,721   

3.500%, 01/01/46

    1,104,731        1,133,204   

3.500%, 02/01/46

    1,374,164        1,409,616   

3.500%, 06/01/46

    4,124,419        4,230,987   

3.500%, 09/01/46

    1,065,808        1,093,416   

3.500%, 10/01/46

    444,305        455,813   

3.500%, 11/01/46

    298,344        307,088   

3.500%, TBA (c)

    15,475,000        15,860,666   

4.000%, 10/01/40

    1,127,831        1,186,999   

4.000%, 11/01/40

    483,202        509,856   

4.000%, 12/01/40

    345,064        364,117   

4.000%, 02/01/41

    172,800        182,485   

4.000%, 03/01/41

    419,102        442,430   

4.000%, 08/01/42

    226,000        238,418   

4.000%, 09/01/42

    381,354        400,858   

4.000%, 03/01/45

    72,463        76,215   

4.000%, 02/01/46

    720,086        757,700   

4.000%, 05/01/46

    756,304        795,983   

4.000%, 06/01/46

    389,866        410,259   

4.000%, TBA (c)

    1,675,000        1,760,942   

4.500%, 10/01/40

    1,068,418        1,151,431   

4.500%, 09/01/41

    119,979        129,631   

4.500%, 10/01/41

    482,007        519,383   

4.500%, 08/01/42

    149,264        161,082   

4.500%, 09/01/43

    2,432,270        2,617,215   

4.500%, 10/01/43

    344,664        371,046   

4.500%, 12/01/43

    312,748        337,110   

4.500%, 01/01/44

    777,992        843,834   

5.000%, 04/01/33

    4,719        5,171   

5.000%, 07/01/33

    16,110        17,640   

5.000%, 09/01/33

    241,967        265,526   

5.000%, 11/01/33

    60,961        66,963   

5.000%, 12/01/33

    24,733        27,161   

5.000%, 02/01/34

    10,907        11,978   

5.000%, 03/01/34

    5,201        5,713   

5.000%, 04/01/34

    4,937        5,418   

5.000%, 06/01/34

    4,636        5,079   

5.000%, 07/01/34

    72,890        80,023   

5.000%, 10/01/34

    185,614        203,509   

5.000%, 07/01/35

    125,854        138,179   

5.000%, 10/01/35

    139,844        153,608   

5.000%, 12/01/35

    110,472        121,282   

5.000%, 08/01/36

    101,441        111,397   

5.000%, 07/01/37

    55,116        60,539   

5.000%, 07/01/41

    103,034        112,745   

5.000%, 08/01/41

    63,485        69,452   

5.500%, 08/01/28

    28,480        31,629   

5.500%, 04/01/33

    65,178        73,095   

5.500%, 08/01/37

    392,346        440,115   

5.500%, 04/01/41

    36,641        40,871   

6.000%, 03/01/28

    2,838        3,211   

6.000%, 05/01/28

    9,356        10,585   

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

U.S. Treasury & Government Agencies—(Continued)

 

Security Description   Principal
Amount*
    Value  
Agency Sponsored Mortgage - Backed—(Continued)  

Fannie Mae 30 Yr. Pool

   

6.000%, 02/01/34

    263,808      $ 303,420   

6.000%, 08/01/34

    140,512        161,419   

6.000%, 04/01/35

    1,185,139        1,363,044   

6.000%, 02/01/38

    93,801        107,693   

6.000%, 03/01/38

    32,592        37,423   

6.000%, 05/01/38

    105,798        121,931   

6.000%, 10/01/38

    31,228        35,703   

6.000%, 12/01/38

    36,758        41,955   

6.000%, TBA (c)

    1,000,000        1,132,344   

6.500%, 05/01/40

    758,501        861,736   

Fannie Mae ARM Pool
2.810%, 03/01/41 (d)

    129,965        137,959   

2.945%, 03/01/41 (d)

    75,517        79,761   

3.144%, 12/01/40 (d)

    203,713        214,518   

3.396%, 06/01/41 (d)

    234,471        245,714   

3.525%, 09/01/41 (d)

    163,698        172,039   

Fannie Mae Pool
2.350%, 11/01/26

    500,000        472,411   

2.690%, 04/01/25

    200,000        197,431   

2.780%, 02/01/27

    689,464        679,793   

3.140%, 11/01/27

    687,742        691,960   

3.160%, 12/01/26

    90,000        90,968   

3.210%, 05/01/23

    165,000        170,361   

3.240%, 12/01/26

    83,911        85,385   

3.340%, 04/01/24

    84,164        87,171   

3.410%, 08/01/27

    490,857        504,151   

3.450%, 01/01/24

    33,989        35,408   

3.470%, 01/01/24

    33,607        35,051   

3.650%, 08/01/23

    1,813,503        1,917,494   

3.670%, 08/01/23

    81,320        86,077   

3.700%, 10/01/23

    25,000        26,410   

3.760%, 03/01/24

    30,000        31,864   

3.855%, 12/01/25

    45,000        47,840   

3.860%, 11/01/23

    25,000        26,683   

3.870%, 10/01/25

    76,321        81,035   

3.890%, 05/01/30

    102,308        106,486   

3.930%, 10/01/23

    109,772        116,792   

3.960%, 05/01/34

    43,410        45,185   

3.970%, 05/01/29

    29,767        31,963   

4.060%, 10/01/28

    65,357        70,534   

Fannie Mae REMICS (CMO)
Zero Coupon, 03/25/36 (e)

    41,737        36,177   

Zero Coupon, 06/25/36 (e) (f)

    358,483        314,288   

1.938%, 04/25/55 (d) (g)

    1,280,022        74,216   

1.968%, 08/25/44 (d) (f) (g)

    1,237,006        80,027   

1.972%, 05/25/46 (d) (f) (g)

    1,337,036        74,728   

2.500%, 06/25/28 (f) (g)

    267,215        22,260   

3.000%, 09/25/27 (f) (g)

    235,113        22,001   

3.000%, 01/25/28 (f) (g)

    1,718,165        163,987   

3.000%, 04/25/28 (f) (g)

    775,258        74,838   

3.500%, 10/25/27 (f) (g)

    438,311        50,119   

3.500%, 05/25/30 (f) (g)

    417,906        56,713   

4.000%, 03/25/42 (f) (g)

    188,763        26,845   

4.000%, 05/25/42 (f) (g)

    1,106,214        178,463   

4.000%, 11/25/42 (f) (g)

    108,046        16,147   
Agency Sponsored Mortgage - Backed—(Continued)  

Fannie Mae REMICS (CMO)

   

4.500%, 07/25/27 (f) (g)

    260,191      27,242   

5.459%, 05/25/42 (d) (g)

    153,646        17,898   

5.500%, 04/25/35 (f)

    418,995        462,408   

5.500%, 04/25/37 (f)

    186,560        207,172   

Fannie Mae-ACES
2.292%, 01/25/22 (d) (g)

    1,587,894        114,288   

3.329%, 10/25/23 (d)

    505,000        523,480   

Freddie Mac 15 Yr. Gold Pool
2.500%, TBA (c)

    12,400,000        12,422,282   

3.000%, 07/01/28

    807,975        829,927   

3.000%, 08/01/29

    548,460        564,407   

3.000%, TBA (c)

    7,175,000        7,362,262   

3.500%, TBA (c)

    1,500,000        1,564,309   

Freddie Mac 20 Yr. Gold Pool
3.000%, 11/01/36

    1,385,898        1,402,498   

3.500%, 08/01/34

    1,087,937        1,125,042   

Freddie Mac 30 Yr. Gold Pool
3.000%, 11/01/46

    2,123,922        2,111,862   

3.000%, 12/01/46

    7,487,140        7,442,553   

3.000%, TBA (c)

    4,725,000        4,691,804   

3.500%, 08/01/42

    161,661        166,789   

3.500%, 11/01/42

    238,407        245,477   

3.500%, 05/01/46

    6,347,848        6,505,450   

3.500%, 06/01/46

    340,863        349,363   

3.500%, TBA (c)

    15,800,000        16,178,298   

4.000%, 05/01/42

    1,082,228        1,142,213   

4.000%, 08/01/42

    299,451        317,466   

4.000%, 09/01/42

    458,203        485,769   

4.000%, 07/01/44

    94,813        99,599   

4.000%, 01/01/46

    674,857        709,323   

4.000%, 02/01/46

    367,674        386,475   

4.000%, TBA (c)

    10,800,000        11,343,586   

4.500%, 09/01/43

    190,761        205,274   

4.500%, 11/01/43

    1,890,258        2,030,488   

4.500%, 09/01/44

    275,138        295,538   

4.500%, TBA (c)

    1,425,000        1,529,556   

5.000%, TBA (c)

    1,500,000        1,633,242   

5.500%, 07/01/33

    173,103        194,240   

5.500%, 04/01/39

    75,130        83,683   

5.500%, 06/01/41

    282,912        315,119   

Freddie Mac ARM Non-Gold Pool
2.997%, 02/01/41 (d)

    202,240        214,428   

Freddie Mac Multifamily Structured
Pass-Through Certificates
1.481%, 06/25/22 (d) (g)

    1,875,645        123,379   

1.529%, 12/25/18 (d) (g)

    3,081,940        75,451   

1.694%, 03/25/22 (d) (g)

    1,418,373        101,476   

1.759%, 05/25/19 (d) (g)

    2,370,251        79,040   

Freddie Mac REMICS (CMO)
Zero Coupon, 11/15/36 (e)

    43,656        39,113   

3.000%, 03/15/28 (f) (g)

    924,778        81,864   

3.000%, 03/15/33 (f) (g)

    242,043        30,222   

3.500%, 03/15/41 (f) (g)

    101,047        12,995   

4.000%, 07/15/27 (f) (g)

    1,141,184        126,958   

4.500%, 03/15/41

    296,665        331,851   

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

U.S. Treasury & Government Agencies—(Continued)

 

Security Description   Principal
Amount*
    Value  
Agency Sponsored Mortgage - Backed—(Continued)  

Freddie Mac REMICS (CMO)

   

4.750%, 07/15/39 (f)

    812,401      $ 876,291   

5.500%, 08/15/33

    93,596        102,149   

5.500%, 07/15/36 (f)

    202,226        226,563   

5.500%, 06/15/46

    283,142        314,582   

6.500%, 07/15/36 (f)

    278,825        313,218   

FREMF Mortgage Trust
3.002%, 10/25/47 (144A) (d)

    770,000        770,365   

Ginnie Mae I 30 Yr. Pool
3.000%, 12/15/44

    26,992        27,377   

3.000%, 02/15/45

    84,056        85,056   

3.000%, 04/15/45

    1,218,824        1,233,313   

3.000%, 05/15/45

    1,789,392        1,810,665   

3.000%, 07/15/45

    42,752        43,260   

4.000%, 09/15/42

    1,203,398        1,282,607   

4.500%, 04/15/41

    927,024        1,004,901   

4.500%, 02/15/42

    1,896,623        2,055,974   

5.000%, 12/15/38

    65,723        72,506   

5.000%, 04/15/39

    1,343,562        1,482,261   

5.000%, 07/15/39

    140,734        154,754   

5.000%, 12/15/40

    186,214        205,441   

5.500%, 12/15/40

    623,784        697,372   

Ginnie Mae II 30 Yr. Pool
3.500%, 10/20/46

    4,516,530        4,700,934   

3.500%, TBA (c)

    3,275,000        3,404,401   

4.500%, 01/20/46

    231,377        247,189   

4.500%, TBA (c)

    100,000        106,730   

5.000%, 10/20/39

    31,423        34,829   

Government National Mortgage Association
0.836%, 02/16/53 (d) (g)

    2,531,628        135,091   

Government National Mortgage Association (CMO)
4.000%, 05/16/42 (f) (g)

    134,912        20,449   

4.000%, 01/20/44 (f) (g)

    93,632        18,526   

4.000%, 11/20/44 (f) (g)

    1,454,485        276,248   

5.000%, 10/16/41 (f) (g)

    561,822        95,652   
   

 

 

 
      197,988,251   
   

 

 

 
U.S. Treasury—1.2%  

U.S. Treasury Bonds

   

2.750%, 08/15/42 (h)

    350,000        330,654   

3.000%, 11/15/44 (h) (i)

    595,000        587,772   

4.500%, 02/15/36 (b) (h) (i)

    1,199,000        1,517,109   

U.S. Treasury Inflation Indexed Notes
0.250%, 01/15/25 (i) (j) (k)

    8,187,792        8,052,555   

U.S. Treasury Notes
2.000%, 11/15/26

    4,474,000        4,304,650   
   

 

 

 
      14,792,740   
   

 

 

 

Total U.S. Treasury & Government Agencies
(Cost $214,773,104)

      212,780,991   
   

 

 

 
Corporate Bonds & Notes—12.8%   
Security Description   Principal
Amount*
    Value  
Advertising—0.0%  

Lamar Media Corp.
5.750%, 02/01/26 (b)

    20,000      21,050   
   

 

 

 
Aerospace/Defense—0.1%  

BAE Systems Holdings, Inc.
2.850%, 12/15/20 (144A)

    130,000        130,190   

BAE Systems plc
4.750%, 10/11/21 (144A)

    135,000        145,977   

L-3 Communications Corp.
3.850%, 12/15/26

    70,000        69,581   

Lockheed Martin Corp.
2.500%, 11/23/20

    265,000        267,239   

4.700%, 05/15/46

    380,000        413,336   
   

 

 

 
      1,026,323   
   

 

 

 
Agriculture—0.2%  

Altria Group, Inc.
2.850%, 08/09/22

    250,000        250,306   

3.875%, 09/16/46

    190,000        175,350   

BAT International Finance plc
2.750%, 06/15/20 (144A)

    490,000        492,621   

Imperial Brands Finance plc
2.050%, 07/20/18 (144A)

    200,000        199,955   

2.950%, 07/21/20 (144A)

    550,000        553,365   

3.750%, 07/21/22 (144A)

    310,000        318,237   

Reynolds American, Inc.
3.250%, 06/12/20

    517,000        529,751   
   

 

 

 
      2,519,585   
   

 

 

 
Apparel—0.0%  

Hanesbrands, Inc.
4.875%, 05/15/26 (144A)

    100,000        97,750   

William Carter Co. (The)
5.250%, 08/15/21

    165,000        170,981   
   

 

 

 
      268,731   
   

 

 

 
Auto Manufacturers—0.6%  

Daimler Finance North America LLC
1.650%, 03/02/18 (144A) (b)

    900,000        898,828   

Ford Motor Co.
4.346%, 12/08/26 (b)

    400,000        404,199   

Ford Motor Credit Co. LLC
1.461%, 03/27/17

    1,560,000        1,560,250   

2.240%, 06/15/18

    535,000        535,725   

4.134%, 08/04/25

    200,000        200,240   

General Motors Co.
6.600%, 04/01/36

    375,000        428,628   

6.750%, 04/01/46

    85,000        99,679   

General Motors Financial Co., Inc.
2.400%, 04/10/18

    575,000        575,615   

3.500%, 07/10/19

    925,000        941,886   

3.700%, 05/09/23

    300,000        295,196   

4.750%, 08/15/17

    900,000        917,071   

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Auto Manufacturers—(Continued)  

General Motors Financial Co., Inc.

   

5.250%, 03/01/26

    375,000      $ 393,934   
   

 

 

 
      7,251,251   
   

 

 

 
Banks—4.2%  

Allied Irish Banks plc
7.375%, 12/03/20 (EUR) (d)

    600,000        622,745   

Banco Bilbao Vizcaya Argentaria S.A.
7.000%, 02/19/19 (EUR) (d)

    800,000        807,627   

9.000%, 05/09/18 (d)

    800,000        832,797   

Banco Santander S.A.
6.250%, 03/12/19 (EUR) (d)

    500,000        492,114   

Bank of America Corp.
2.503%, 10/21/22

    925,000        894,592   

2.625%, 04/19/21 (b)

    500,000        496,569   

3.950%, 04/21/25

    350,000        348,421   

4.000%, 04/01/24

    245,000        252,678   

4.000%, 01/22/25

    1,410,000        1,411,771   

4.125%, 01/22/24

    265,000        275,402   

4.183%, 11/25/27 (b)

    540,000        540,345   

6.110%, 01/29/37

    145,000        169,983   

7.750%, 05/14/38

    840,000        1,156,515   

Bank of Ireland
7.375%, 06/18/20 (EUR) (d)

    675,000        723,187   

Bank of Nova Scotia (The)
4.500%, 12/16/25 (b)

    465,000        477,688   

Barclays Bank plc
6.050%, 12/04/17 (144A)

    1,200,000        1,239,704   

8.000%, 12/15/20 (EUR) (d)

    750,000        832,625   

BNP Paribas S.A.
7.625%, 03/30/21 (144A) (b) (d)

    390,000        411,489   

BPCE S.A.
5.150%, 07/21/24 (144A)

    260,000        264,318   

Capital One N.A.
1.650%, 02/05/18

    925,000        923,204   

2.350%, 08/17/18

    580,000        583,332   

Citigroup, Inc.
2.700%, 03/30/21

    295,000        294,325   

3.200%, 10/21/26

    70,000        66,936   

4.300%, 11/20/26

    675,000        681,161   

4.450%, 09/29/27

    1,815,000        1,843,761   

4.600%, 03/09/26

    215,000        222,220   

4.650%, 07/30/45 (b)

    56,000        59,027   

5.500%, 09/13/25

    490,000        538,515   

Credit Agricole S.A.
7.500%, 06/23/26 (GBP) (d)

    100,000        123,214   

8.125%, 12/23/25 (144A) (d)

    725,000        763,034   

8.125%, 09/19/33 (144A) (d)

    225,000        242,044   

Credit Suisse Group AG
6.250%, 12/18/24 (144A) (b) (d)

    1,320,000        1,284,624   

Credit Suisse Group Funding Guernsey, Ltd.
3.125%, 12/10/20

    495,000        493,453   

Goldman Sachs Group, Inc. (The)
2.000%, 04/25/19

    140,000        139,444   

2.350%, 11/15/21

    560,000        544,074   
Banks—(Continued)  

Goldman Sachs Group, Inc. (The)

   

2.600%, 04/23/20

    1,605,000      1,606,682   

2.750%, 09/15/20

    440,000        441,901   

2.875%, 02/25/21 (b)

    520,000        522,404   

4.750%, 10/21/45

    215,000        226,963   

5.150%, 05/22/45

    640,000        673,062   

6.250%, 02/01/41

    430,000        533,014   

6.750%, 10/01/37

    1,375,000        1,697,915   

HSBC Holdings plc
2.950%, 05/25/21 (b)

    255,000        254,903   

3.400%, 03/08/21

    765,000        777,912   

3.600%, 05/25/23

    255,000        256,478   

4.250%, 08/18/25

    900,000        908,233   

5.250%, 09/16/22 (EUR) (d)

    225,000        232,526   

5.250%, 03/14/44

    280,000        299,842   

HSBC USA, Inc.
2.750%, 08/07/20

    375,000        375,744   

Intesa Sanpaolo S.p.A.
7.700%, 09/17/25 (144A) (b) (d)

    650,000        610,188   

JPMorgan Chase & Co.
2.112%, 10/24/23 (d)

    665,000        678,279   

2.295%, 08/15/21 (b)

    420,000        412,219   

2.400%, 06/07/21 (b)

    565,000        559,810   

2.550%, 10/29/20

    530,000        529,609   

2.700%, 05/18/23

    480,000        469,627   

2.750%, 06/23/20 (b)

    830,000        837,507   

4.250%, 10/01/27 (b)

    635,000        652,417   

5.600%, 07/15/41

    125,000        149,475   

6.000%, 01/15/18

    455,000        474,622   

Landsbanki Islands
Zero Coupon, 08/25/20 (l)

    320,000        30,800   

Lloyds Banking Group plc
7.000%, 06/27/19 (GBP) (d)

    280,000        348,957   

Morgan Stanley
2.500%, 01/24/19

    455,000        459,783   

2.500%, 04/21/21

    1,190,000        1,177,062   

3.125%, 07/27/26

    1,225,000        1,170,336   

3.950%, 04/23/27

    160,000        158,385   

4.000%, 07/23/25

    280,000        287,005   

4.350%, 09/08/26

    95,000        97,351   

5.000%, 11/24/25

    707,000        755,279   

5.550%, 04/27/17

    1,350,000        1,367,867   

6.250%, 08/28/17

    555,000        571,849   

PNC Bank N.A.
1.450%, 07/29/19

    420,000        414,286   

Royal Bank of Scotland Group plc
3.875%, 09/12/23

    1,270,000        1,219,525   

6.125%, 12/15/22

    125,000        132,917   

7.500%, 08/10/20 (b) (d)

    720,000        682,200   

Santander Issuances S.A.U.
5.179%, 11/19/25

    800,000        807,522   

Societe Generale S.A.
7.375%, 09/13/21 (144A) (d)

    650,000        648,908   

8.250%, 11/29/18 (d)

    885,000        920,453   

UBS Group AG
5.750%, 02/19/22 (EUR) (d)

    250,000        276,647   

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Banks—(Continued)  

UBS Group AG

   

6.875%, 03/22/21 (d)

    450,000      $ 457,875   

7.000%, 02/19/25 (d)

    200,000        209,856   

7.125%, 02/19/20 (d)

    470,000        483,336   

UBS Group Funding Jersey, Ltd.
2.650%, 02/01/22 (144A)

    620,000        602,575   

Wells Fargo & Co.
3.000%, 04/22/26

    310,000        295,812   

3.000%, 10/23/26

    200,000        190,479   

4.400%, 06/14/46

    640,000        612,515   

4.900%, 11/17/45

    980,000        1,006,579   

5.606%, 01/15/44

    675,000        764,803   

Wells Fargo Bank N.A.
2.150%, 12/06/19 (b)

    880,000        879,454   
   

 

 

 
      52,264,686   
   

 

 

 
Beverages—0.6%            

Anheuser-Busch InBev Finance, Inc.
1.900%, 02/01/19

    840,000        841,205   

2.150%, 02/01/19

    175,000        176,083   

3.300%, 02/01/23

    2,620,000        2,666,458   

3.650%, 02/01/26

    120,000        121,823   

4.700%, 02/01/36

    815,000        857,272   

4.900%, 02/01/46

    1,275,000        1,378,109   

Anheuser-Busch InBev Worldwide, Inc.
2.500%, 07/15/22

    290,000        285,420   

3.750%, 07/15/42

    405,000        364,254   

Molson Coors Brewing Co.
4.200%, 07/15/46

    285,000        265,713   

Pernod Ricard S.A.
3.250%, 06/08/26 (144A)

    505,000        484,562   
   

 

 

 
      7,440,899   
   

 

 

 
Biotechnology—0.1%            

Celgene Corp.
4.625%, 05/15/44

    195,000        190,928   

Gilead Sciences, Inc.
2.500%, 09/01/23

    120,000        115,719   

3.250%, 09/01/22

    205,000        209,249   
   

 

 

 
      515,896   
   

 

 

 
Building Materials—0.1%            

Boise Cascade Co.
5.625%, 09/01/24 (144A)

    35,000        34,738   

CRH America, Inc.
5.125%, 05/18/45 (144A)

    500,000        520,681   

Eagle Materials, Inc.
4.500%, 08/01/26

    75,000        74,812   

Norbord, Inc.
6.250%, 04/15/23 (144A)

    125,000        129,375   

Standard Industries, Inc.
5.375%, 11/15/24 (144A)

    115,000        118,162   

6.000%, 10/15/25 (144A) (b)

    220,000        231,550   
   

 

 

 
      1,109,318   
   

 

 

 
Chemicals—0.0%            

Methanex Corp.
4.250%, 12/01/24

    245,000      235,685   

5.650%, 12/01/44

    220,000        193,002   

Versum Materials, Inc.
5.500%, 09/30/24 (144A)

    20,000        20,450   
   

 

 

 
      449,137   
   

 

 

 
Commercial Services—0.1%  

Cardtronics, Inc.
5.125%, 08/01/22

    130,000        130,975   

ERAC USA Finance LLC
2.600%, 12/01/21 (144A)

    550,000        541,263   

United Rentals North America, Inc.
4.625%, 07/15/23

    60,000        61,200   

5.500%, 07/15/25 (b)

    110,000        112,200   
   

 

 

 
      845,638   
   

 

 

 
Computers—0.1%  

Apple, Inc.
3.450%, 02/09/45

    550,000        485,457   

3.850%, 08/04/46

    95,000        91,023   

Diamond 1 Finance Corp. / Diamond 2 Finance Corp.
3.480%, 06/01/19 (144A)

    250,000        255,202   

4.420%, 06/15/21 (144A)

    195,000        201,775   

8.350%, 07/15/46 (144A)

    125,000        153,911   

NCR Corp.
5.000%, 07/15/22

    53,000        54,060   
   

 

 

 
      1,241,428   
   

 

 

 
Diversified Financial Services—0.4%  

Aircastle, Ltd.
5.000%, 04/01/23 (b)

    25,000        25,500   

5.500%, 02/15/22 (b)

    50,000        53,000   

CIT Group, Inc.
5.500%, 02/15/19 (144A)

    275,000        290,125   

GTP Acquisition Partners LLC
3.482%, 06/16/25 (144A)

    1,355,000        1,316,301   

Intercontinental Exchange, Inc.
2.750%, 12/01/20

    435,000        438,923   

Nasdaq, Inc.
3.850%, 06/30/26

    110,000        109,274   

Navient Corp.
5.500%, 01/15/19

    330,000        342,375   

Synchrony Financial
2.600%, 01/15/19

    740,000        743,743   

Visa, Inc.
2.800%, 12/14/22

    440,000        442,466   

4.300%, 12/14/45

    580,000        612,198   
   

 

 

 
      4,373,905   
   

 

 

 
Electric—0.5%  

AES Corp.
4.875%, 05/15/23

    20,000        19,754   

 

See accompanying notes to financial statements.

 

MSF-13


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Electric—(Continued)  

AES Corp.

   

5.500%, 03/15/24 (b)

    325,000      $ 330,687   

Dominion Resources, Inc.
2.850%, 08/15/26 (b)

    340,000        318,319   

DTE Energy Co.
1.500%, 10/01/19

    315,000        309,764   

Duke Energy Carolinas LLC
4.250%, 12/15/41

    275,000        281,323   

Duke Energy Corp.
2.650%, 09/01/26 (b)

    135,000        125,999   

Duke Energy Florida LLC
3.400%, 10/01/46

    430,000        382,603   

Duke Energy Progress LLC
4.375%, 03/30/44

    320,000        331,594   

Electricite de France S.A.
4.950%, 10/13/45 (144A) (b)

    460,000        465,418   

Emera U.S. Finance L.P.
2.700%, 06/15/21 (144A)

    80,000        79,187   

4.750%, 06/15/46 (144A)

    90,000        90,760   

Exelon Corp.
2.450%, 04/15/21

    80,000        79,039   

2.850%, 06/15/20

    565,000        571,031   

FirstEnergy Corp.
4.250%, 03/15/23

    475,000        491,053   

Fortis, Inc.
2.100%, 10/04/21 (144A)

    155,000        149,810   

3.055%, 10/04/26 (144A)

    330,000        308,641   

NextEra Energy Capital Holdings, Inc.
1.649%, 09/01/18

    210,000        209,341   

NRG Energy, Inc.
6.250%, 07/15/22 (b)

    130,000        130,325   

Oncor Electric Delivery Co. LLC
7.000%, 09/01/22

    130,000        158,674   

Southern Co. (The)
1.850%, 07/01/19

    315,000        314,025   

2.950%, 07/01/23

    130,000        128,322   

4.400%, 07/01/46

    155,000        153,313   
   

 

 

 
      5,428,982   
   

 

 

 
Electrical Components & Equipment—0.0%  

EnerSys
5.000%, 04/30/23 (144A)

    130,000        130,650   
   

 

 

 
Electronics—0.0%  

Fortive Corp.
2.350%, 06/15/21 (144A)

    295,000        291,055   
   

 

 

 
Entertainment—0.0%  

GLP Capital L.P. / GLP Financing II, Inc.
5.375%, 04/15/26

    50,000        52,145   

WMG Acquisition Corp.
4.875%, 11/01/24 (144A)

    150,000        149,250   

5.000%, 08/01/23 (144A) (b)

    40,000        40,200   
   

 

 

 
      241,595   
   

 

 

 
Environmental Control—0.0%  

Clean Harbors, Inc.
5.250%, 08/01/20

    210,000      214,988   
   

 

 

 
Food—0.2%  

Danone S.A.
1.691%, 10/30/19 (144A)

    705,000        696,173   

Kraft Heinz Foods Co.
2.000%, 07/02/18

    325,000        325,073   

2.800%, 07/02/20

    205,000        206,948   

4.375%, 06/01/46

    125,000        117,622   

Kroger Co. (The)
1.500%, 09/30/19

    180,000        177,265   

2.650%, 10/15/26 (b)

    255,000        236,910   

3.875%, 10/15/46 (b)

    30,000        27,311   

Lamb Weston Holdings, Inc.
4.625%, 11/01/24 (144A) (b)

    65,000        65,163   

4.875%, 11/01/26 (144A)

    65,000        64,309   

Sigma Alimentos S.A. de C.V.
4.125%, 05/02/26 (144A)

    430,000        408,500   

Sysco Corp.
2.500%, 07/15/21

    430,000        425,411   
   

 

 

 
      2,750,685   
   

 

 

 
Forest Products & Paper—0.0%  

Cascades, Inc.
5.750%, 07/15/23 (144A)

    95,000        96,425   

Clearwater Paper Corp.
5.375%, 02/01/25 (144A) (b)

    220,000        217,800   
   

 

 

 
      314,225   
   

 

 

 
Gas—0.0%  

AmeriGas Partners L.P. / AmeriGas Finance Corp.
5.625%, 05/20/24

    95,000        97,137   

5.875%, 08/20/26

    95,000        96,425   

Southern Co. Gas Capital Corp.
2.450%, 10/01/23

    95,000        91,114   

Southern Star Central Corp.
5.125%, 07/15/22 (144A)

    25,000        25,313   
   

 

 

 
      309,989   
   

 

 

 
Healthcare-Products—0.2%  

Kinetic Concepts, Inc. / KCI USA, Inc.
7.875%, 02/15/21 (144A)

    125,000        135,625   

Medtronic, Inc.
4.375%, 03/15/35

    398,000        421,055   

4.625%, 03/15/45

    130,000        140,585   

Thermo Fisher Scientific, Inc.
2.950%, 09/19/26

    95,000        89,704   

3.000%, 04/15/23

    455,000        447,204   

Zimmer Biomet Holdings, Inc.
1.450%, 04/01/17

    555,000        555,134   
   

 

 

 
      1,789,307   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-14


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Healthcare-Services—0.3%  

Aetna, Inc.
2.800%, 06/15/23

    175,000      $ 172,377   

4.250%, 06/15/36

    80,000        80,212   

Anthem, Inc.
3.500%, 08/15/24

    900,000        897,445   

4.625%, 05/15/42

    170,000        170,811   

CHS/Community Health Systems, Inc.
5.125%, 08/01/21 (b)

    125,000        115,937   

HCA, Inc.
7.500%, 02/15/22 (b)

    200,000        227,000   

MEDNAX, Inc.
5.250%, 12/01/23 (144A) (b)

    40,000        41,200   

Tenet Healthcare Corp.
6.000%, 10/01/20 (b)

    335,000        350,912   

UnitedHealth Group, Inc.
1.700%, 02/15/19 (b)

    465,000        463,602   

3.350%, 07/15/22

    460,000        473,941   

3.750%, 07/15/25

    475,000        491,736   

4.750%, 07/15/45

    130,000        143,210   
   

 

 

 
      3,628,383   
   

 

 

 
Home Builders—0.0%  

CalAtlantic Group, Inc.
5.375%, 10/01/22

    170,000        173,400   

Meritage Homes Corp.
6.000%, 06/01/25

    125,000        126,562   
   

 

 

 
      299,962   
   

 

 

 
Household Products/Wares—0.0%  

ACCO Brands Corp.
5.250%, 12/15/24 (144A)

    20,000        20,138   
   

 

 

 
Insurance—0.1%  

American International Group, Inc.
4.700%, 07/10/35

    265,000        274,652   

CNO Financial Group, Inc.
4.500%, 05/30/20

    10,000        10,250   

5.250%, 05/30/25

    90,000        89,887   

Marsh & McLennan Cos., Inc.
3.500%, 03/10/25

    340,000        342,316   

Massachusetts Mutual Life Insurance Co.
8.875%, 06/01/39 (144A)

    325,000        487,877   

MGIC Investment Corp.
5.750%, 08/15/23 (b)

    45,000        46,912   

Radian Group, Inc.
7.000%, 03/15/21

    80,000        89,000   
   

 

 

 
      1,340,894   
   

 

 

 
Internet—0.0%  

Netflix, Inc.
4.375%, 11/15/26 (144A) (b)

    65,000        63,050   
   

 

 

 
Iron/Steel—0.0%  

Steel Dynamics, Inc.
5.500%, 10/01/24 (b)

    105,000      111,300   
   

 

 

 
Lodging—0.0%  

Wynn Las Vegas LLC / Wynn Las Vegas Capital Corp.
5.375%, 03/15/22

    171,000        175,275   
   

 

 

 
Machinery-Construction & Mining—0.0%  

Oshkosh Corp.
5.375%, 03/01/25 (b)

    120,000        122,400   
   

 

 

 
Machinery-Diversified—0.0%  

CNH Industrial Capital LLC
3.375%, 07/15/19

    15,000        15,038   

CNH Industrial NV
4.500%, 08/15/23 (b)

    145,000        143,187   
   

 

 

 
      158,225   
   

 

 

 
Media—1.0%  

21st Century Fox America, Inc.
3.375%, 11/15/26 (144A)

    305,000        298,985   

4.750%, 11/15/46 (144A) (b)

    55,000        55,164   

6.150%, 03/01/37

    685,000        801,631   

Altice U.S. Finance I Corp.
5.500%, 05/15/26 (144A) (b)

    200,000        204,000   

CBS Corp.
4.000%, 01/15/26

    150,000        152,557   

CCO Holdings LLC / CCO Holdings Capital Corp.
5.125%, 02/15/23

    10,000        10,275   

5.250%, 09/30/22

    35,000        36,225   

5.750%, 09/01/23

    60,000        62,700   

5.750%, 02/15/26 (144A)

    30,000        31,050   

Charter Communications Operating LLC / Charter Communications Operating Capital Corp.
3.579%, 07/23/20

    270,000        275,463   

4.464%, 07/23/22

    815,000        851,700   

4.908%, 07/23/25

    760,000        800,987   

6.484%, 10/23/45

    1,305,000        1,508,683   

Comcast Corp.
2.750%, 03/01/23

    655,000        650,317   

3.150%, 03/01/26

    860,000        848,539   

3.400%, 07/15/46

    400,000        349,325   

4.750%, 03/01/44

    240,000        257,406   

COX Communications, Inc.
3.250%, 12/15/22 (144A)

    190,000        185,076   

3.350%, 09/15/26 (144A)

    95,000        90,719   

3.850%, 02/01/25 (144A) (b)

    355,000        348,166   

DISH DBS Corp.
5.875%, 11/15/24

    280,000        288,120   

Grupo Televisa S.A.B.
6.125%, 01/31/46

    360,000        357,259   

 

See accompanying notes to financial statements.

 

MSF-15


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Media—(Continued)  

Liberty Interactive LLC
8.250%, 02/01/30 (b)

    385,000      $ 410,025   

NBCUniversal Media LLC
5.150%, 04/30/20

    86,000        94,043   

Sky plc
2.625%, 09/16/19 (144A)

    480,000        481,956   

TEGNA, Inc.
4.875%, 09/15/21 (144A)

    225,000        228,938   

5.125%, 10/15/19 (b)

    105,000        107,756   

6.375%, 10/15/23

    10,000        10,582   

Time Warner Cable LLC
4.500%, 09/15/42

    325,000        294,338   

7.300%, 07/01/38

    500,000        615,071   

8.250%, 04/01/19

    231,000        259,575   

8.750%, 02/14/19

    759,000        855,351   

Time Warner, Inc.
4.850%, 07/15/45 (b)

    275,000        275,299   

Viacom, Inc.
3.450%, 10/04/26 (b)

    65,000        60,073   

Videotron, Ltd.
5.375%, 06/15/24 (144A) (b)

    145,000        148,806   
   

 

 

 
      12,306,160   
   

 

 

 
Mining—0.1%  

Anglo American Capital plc
4.875%, 05/14/25 (144A)

    210,000        212,887   

Freeport-McMoRan, Inc.
3.875%, 03/15/23 (b)

    25,000        22,938   

4.550%, 11/14/24

    20,000        18,750   

5.400%, 11/14/34 (b)

    65,000        54,600   

5.450%, 03/15/43

    50,000        41,376   

Kaiser Aluminum Corp.
5.875%, 05/15/24

    45,000        46,575   

Rio Tinto Finance USA, Ltd.
3.750%, 06/15/25 (b)

    180,000        185,365   

Teck Resources, Ltd.
8.500%, 06/01/24 (144A) (b)

    105,000        121,013   
   

 

 

 
      703,504   
   

 

 

 
Oil & Gas—1.1%  

Anadarko Petroleum Corp.
3.450%, 07/15/24

    460,000        451,557   

4.500%, 07/15/44

    240,000        225,492   

4.850%, 03/15/21 (b)

    370,000        396,728   

5.550%, 03/15/26

    5,000        5,596   

6.600%, 03/15/46 (b)

    400,000        493,344   

6.950%, 06/15/19

    75,000        83,209   

Antero Resources Corp.
5.625%, 06/01/23

    50,000        51,187   

BP Capital Markets plc
2.112%, 09/16/21

    355,000        348,308   

2.750%, 05/10/23

    500,000        490,874   

3.062%, 03/17/22

    125,000        126,438   

Cenovus Energy, Inc.
3.000%, 08/15/22

    785,000        758,920   
Oil & Gas—(Continued)  

Cenovus Energy, Inc.

   

3.800%, 09/15/23

    120,000      117,124   

5.200%, 09/15/43

    280,000        266,700   

Concho Resources, Inc.
5.500%, 04/01/23 (b)

    75,000        77,722   

6.500%, 01/15/22

    65,000        67,255   

ConocoPhillips Co.
4.950%, 03/15/26 (b)

    605,000        667,921   

Continental Resources, Inc.
3.800%, 06/01/24

    5,000        4,613   

4.500%, 04/15/23

    60,000        58,800   

4.900%, 06/01/44 (b)

    10,000        8,550   

5.000%, 09/15/22 (b)

    70,000        70,657   

Devon Energy Corp.
3.250%, 05/15/22 (b)

    895,000        889,321   

Devon Financing Co. LLC
7.875%, 09/30/31

    100,000        126,884   

Diamondback Energy, Inc.
4.750%, 11/01/24 (144A) (b)

    10,000        9,800   

Encana Corp.
3.900%, 11/15/21

    255,000        256,831   

EOG Resources, Inc.
4.150%, 01/15/26 (b)

    225,000        235,461   

Hess Corp.
4.300%, 04/01/27 (b)

    370,000        368,306   

5.600%, 02/15/41

    210,000        212,339   

5.800%, 04/01/47 (b)

    320,000        332,102   

6.000%, 01/15/40 (b)

    260,000        268,212   

Kerr-McGee Corp.
6.950%, 07/01/24

    480,000        566,301   

Marathon Oil Corp.
2.700%, 06/01/20

    200,000        200,266   

2.800%, 11/01/22 (b)

    370,000        353,817   

3.850%, 06/01/25

    100,000        96,973   

5.200%, 06/01/45

    30,000        28,277   

6.600%, 10/01/37 (b)

    15,000        16,392   

6.800%, 03/15/32

    15,000        16,706   

MEG Energy Corp.
7.000%, 03/31/24 (144A)

    61,000        55,205   

Petroleos Mexicanos
3.500%, 07/23/20

    180,000        176,175   

5.500%, 02/04/19 (144A)

    380,000        393,638   

5.500%, 06/27/44

    99,000        82,388   

6.375%, 02/04/21 (144A)

    195,000        207,675   

6.500%, 03/13/27 (144A)

    25,000        25,787   

6.750%, 09/21/47 (144A)

    421,000        397,761   

Pioneer Natural Resources Co.
3.450%, 01/15/21

    65,000        66,423   

3.950%, 07/15/22

    120,000        124,504   

4.450%, 01/15/26 (b)

    580,000        614,547   

QEP Resources, Inc.
5.375%, 10/01/22

    5,000        5,013   

6.800%, 03/01/20 (f)

    15,000        15,600   

Shell International Finance B.V.
2.500%, 09/12/26 (b)

    185,000        173,579   

3.250%, 05/11/25

    490,000        489,598   

 

See accompanying notes to financial statements.

 

MSF-16


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Oil & Gas—(Continued)  

Shell International Finance B.V.

   

4.375%, 05/11/45

    470,000      $ 476,099   

SM Energy Co.
6.125%, 11/15/22 (b)

    55,000        55,687   

Statoil ASA
3.700%, 03/01/24

    90,000        94,202   

3.950%, 05/15/43 (b)

    445,000        424,457   

Tesoro Corp.
5.125%, 04/01/24

    150,000        153,375   

Valero Energy Corp.
3.400%, 09/15/26

    610,000        584,389   

4.900%, 03/15/45

    75,000        74,741   
   

 

 

 
      13,439,826   
   

 

 

 
Packaging & Containers—0.0%            

Crown Americas LLC / Crown Americas Capital Corp.
4.250%, 09/30/26 (144A)

    55,000        51,838   

Owens-Brockway Glass Container, Inc.
5.875%, 08/15/23 (144A)

    95,000        99,037   

Reynolds Group Issuer, Inc. / Reynolds Group Issuer LLC
5.125%, 07/15/23 (144A) (b)

    170,000        173,612   
   

 

 

 
      324,487   
   

 

 

 
Pharmaceuticals—0.5%            

AbbVie, Inc.
3.200%, 05/14/26 (b)

    250,000        237,857   

Actavis Funding SCS
2.350%, 03/12/18

    1,545,000        1,553,932   

3.000%, 03/12/20

    1,020,000        1,034,140   

Baxalta, Inc.
3.600%, 06/23/22

    55,000        55,421   

Cardinal Health, Inc.
1.950%, 06/15/18

    265,000        265,576   

EMD Finance LLC
2.950%, 03/19/22 (144A)

    600,000        597,455   

Mylan NV
3.000%, 12/15/18 (144A)

    280,000        282,025   

3.150%, 06/15/21 (144A) (b)

    255,000        250,254   

3.750%, 12/15/20 (144A)

    325,000        328,178   

Shire Acquisitions Investments Ireland DAC
2.400%, 09/23/21 (b)

    480,000        463,674   

Teva Pharmaceutical Finance Netherlands III B.V.
1.700%, 07/19/19

    875,000        859,712   

2.200%, 07/21/21 (b)

    700,000        669,681   
   

 

 

 
      6,597,905   
   

 

 

 
Pipelines—0.5%  

DCP Midstream Operating L.P.
2.700%, 04/01/19

    30,000        29,625   

3.875%, 03/15/23

    20,000        19,238   

4.950%, 04/01/22

    66,000        67,650   

5.600%, 04/01/44

    50,000        45,625   
Pipelines—(Continued)  

Energy Transfer Equity L.P.
7.500%, 10/15/20

    310,000      345,650   

Energy Transfer Partners L.P.
3.600%, 02/01/23

    40,000        39,340   

4.050%, 03/15/25

    180,000        178,184   

5.950%, 10/01/43

    120,000        123,675   

Enterprise Products Operating LLC
3.950%, 02/15/27 (b)

    240,000        245,854   

Kinder Morgan Energy Partners L.P.
5.300%, 09/15/20

    135,000        145,007   

6.500%, 04/01/20

    50,000        55,344   

6.850%, 02/15/20

    95,000        105,903   

Kinder Morgan, Inc.
5.050%, 02/15/46

    580,000        574,145   

Magellan Midstream Partners L.P.
5.000%, 03/01/26

    145,000        159,002   

Phillips 66 Partners L.P.
3.550%, 10/01/26

    110,000        106,455   

Plains All American Pipeline L.P. / PAA Finance Corp.
2.850%, 01/31/23

    470,000        444,310   

3.650%, 06/01/22

    470,000        472,594   

4.500%, 12/15/26 (b)

    275,000        278,973   

Regency Energy Partners L.P. / Regency Energy Finance Corp.
4.500%, 11/01/23

    275,000        279,049   

5.875%, 03/01/22

    55,000        60,503   

Sunoco Logistics Partners Operations L.P.
3.900%, 07/15/26

    25,000        24,199   

4.250%, 04/01/24

    300,000        302,318   

Tesoro Logistics L.P. / Tesoro Logistics Finance Corp.
6.250%, 10/15/22

    110,000        116,600   

Texas Eastern Transmission L.P.
2.800%, 10/15/22 (144A)

    420,000        408,810   

Williams Cos., Inc. (The)
3.700%, 01/15/23

    70,000        67,550   

4.550%, 06/24/24 (b)

    21,000        20,843   

7.875%, 09/01/21

    25,000        28,563   

Williams Partners L.P.
3.600%, 03/15/22

    905,000        909,788   

4.000%, 11/15/21

    215,000        220,662   

4.300%, 03/04/24 (b)

    260,000        262,551   

5.250%, 03/15/20

    280,000        299,157   
   

 

 

 
      6,437,167   
   

 

 

 
Real Estate—0.1%  

ProLogis L.P.
3.350%, 02/01/21

    595,000        612,281   
   

 

 

 
Real Estate Investment Trusts—0.2%  

American Tower Corp.
3.400%, 02/15/19

    385,000        393,450   

3.450%, 09/15/21

    135,000        136,747   

4.500%, 01/15/18

    280,000        287,390   

 

See accompanying notes to financial statements.

 

MSF-17


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Real Estate Investment Trusts—(Continued)  

Brandywine Operating Partnership L.P.
3.950%, 02/15/23

    400,000      $ 398,451   

CoreCivic, Inc.
4.125%, 04/01/20 (b)

    70,000        69,825   

Crown Castle International Corp.
3.400%, 02/15/21

    65,000        65,959   

3.700%, 06/15/26

    245,000        240,475   

HCP, Inc.
4.000%, 06/01/25

    130,000        129,228   

Kimco Realty Corp.
3.125%, 06/01/23

    605,000        598,977   

3.400%, 11/01/22

    70,000        71,034   

Ventas Realty L.P. / Ventas Capital Corp.
2.700%, 04/01/20

    330,000        331,997   
   

 

 

 
      2,723,533   
   

 

 

 
Retail—0.3%  

AutoZone, Inc.
1.625%, 04/21/19

    140,000        138,722   

CVS Health Corp.
2.125%, 06/01/21 (b)

    80,000        78,444   

2.800%, 07/20/20

    750,000        760,954   

3.875%, 07/20/25

    324,000        334,238   

5.125%, 07/20/45

    645,000        718,818   

Home Depot, Inc. (The)
3.500%, 09/15/56

    410,000        358,893   

KFC Holding Co. / Pizza Hut Holdings LLC / Taco Bell of America LLC
5.250%, 06/01/26 (144A) (b)

    110,000        111,650   

Lowe’s Cos., Inc.
2.500%, 04/15/26 (b)

    700,000        664,765   

3.700%, 04/15/46

    575,000        536,731   

Walgreens Boots Alliance, Inc.
2.600%, 06/01/21

    195,000        193,776   
   

 

 

 
      3,896,991   
   

 

 

 
Savings & Loans—0.0%  

Nationwide Building Society
6.875%, 06/20/19 (GBP) (d)

    130,000        160,724   
   

 

 

 
Semiconductors—0.1%  

Intel Corp.
4.100%, 05/19/46 (b)

    235,000        232,926   

Lam Research Corp.
2.800%, 06/15/21

    410,000        407,792   

Sensata Technologies B.V.
5.000%, 10/01/25 (144A)

    120,000        117,600   

5.625%, 11/01/24 (144A)

    20,000        20,850   
   

 

 

 
      779,168   
   

 

 

 
Shipbuilding—0.0%  

Huntington Ingalls Industries, Inc.
5.000%, 11/15/25 (144A)

    25,000        25,969   
   

 

 

 
Software—0.3%  

First Data Corp.
5.000%, 01/15/24 (144A)

    40,000      40,213   

5.375%, 08/15/23 (144A) (b)

    185,000        191,937   

Microsoft Corp.
1.550%, 08/08/21

    655,000        635,292   

2.400%, 08/08/26

    255,000        240,898   

3.700%, 08/08/46

    350,000        329,513   

3.950%, 08/08/56

    400,000        377,793   

MSCI, Inc.
5.250%, 11/15/24 (144A)

    75,000        78,750   

5.750%, 08/15/25 (144A) (b)

    65,000        69,062   

Open Text Corp.
5.625%, 01/15/23 (144A)

    80,000        83,600   

Oracle Corp.
1.900%, 09/15/21

    875,000        855,044   

Quintiles IMS, Inc.
4.875%, 05/15/23 (144A)

    85,000        86,275   
   

 

 

 
      2,988,377   
   

 

 

 
Telecommunications—0.6%  

AT&T, Inc.
3.600%, 02/17/23

    570,000        574,856   

4.125%, 02/17/26 (b)

    170,000        172,136   

4.500%, 05/15/35

    130,000        125,602   

4.750%, 05/15/46

    715,000        677,405   

5.150%, 03/15/42

    439,000        437,320   

Cisco Systems, Inc.
1.400%, 09/20/19

    785,000        776,440   

2.200%, 02/28/21

    470,000        468,987   

CommScope, Inc.
4.375%, 06/15/20 (144A)

    135,000        138,037   

Frontier Communications Corp.
10.500%, 09/15/22 (b)

    65,000        68,334   

Nokia Oyj
6.625%, 05/15/39

    150,000        158,250   

Sprint Communications, Inc.
7.000%, 03/01/20 (144A) (b)

    320,000        347,200   

Sprint Spectrum Co. LLC / Sprint Spectrum Co. II LLC / Sprint Spectrum Co. III LLC
3.360%, 09/20/21 (144A)

    1,235,000        1,237,309   

T-Mobile USA, Inc.
6.731%, 04/28/22

    125,000        130,625   

Telecom Italia Capital S.A.
6.000%, 09/30/34

    45,000        41,625   

6.375%, 11/15/33

    10,000        9,550   

7.721%, 06/04/38

    50,000        51,982   

Verizon Communications, Inc.
4.400%, 11/01/34

    535,000        528,038   

4.672%, 03/15/55

    1,228,000        1,153,227   

5.012%, 08/21/54

    523,000        520,261   
   

 

 

 
      7,617,184   
   

 

 

 
Transportation—0.1%  

FedEx Corp.
4.550%, 04/01/46

    315,000        317,428   

 

See accompanying notes to financial statements.

 

MSF-18


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Transportation—(Continued)  

FedEx Corp.

   

4.750%, 11/15/45

    125,000      $ 129,459   

Norfolk Southern Corp.
2.900%, 06/15/26

    400,000        384,919   

Ryder System, Inc.
2.550%, 06/01/19

    260,000        261,957   
   

 

 

 
      1,093,763   
   

 

 

 
Trucking & Leasing—0.1%  

Penske Truck Leasing Co. L.P. / PTL Finance Corp.
4.875%, 07/11/22 (144A)

    1,180,000        1,266,271   
   

 

 

 

Total Corporate Bonds & Notes
(Cost $158,730,268)

      157,692,260   
   

 

 

 
Asset-Backed Securities—6.1%   
Asset-Backed - Automobile—0.2%            

AmeriCredit Automobile Receivables Trust
3.310%, 10/08/19

    245,000        249,231   

First Investors Auto Owner Trust
2.390%, 11/16/20 (144A)

    285,000        285,751   

Flagship Credit Auto Trust
1.210%, 04/15/19 (144A)

    23,394        23,387   

GM Financial Automobile Leasing Trust
1.960%, 03/20/18 (144A)

    200,000        200,534   

Honor Automobile Trust Securitization
2.940%, 11/15/19 (144A)

    1,150,000        1,150,065   

Santander Drive Auto Receivables Trust
3.780%, 10/15/19 (144A)

    195,000        198,638   

4.670%, 01/15/20 (144A)

    1,085,000        1,108,271   
   

 

 

 
      3,215,877   
   

 

 

 
Asset-Backed - Home Equity—0.3%            

GSAA Home Equity Trust
0.806%, 12/25/46 (d) (f)

    116,066        72,474   

0.826%, 12/25/46 (d) (f)

    375,099        203,150   

0.856%, 03/25/37 (d) (f)

    832,071        443,991   

0.976%, 05/25/47 (d) (f)

    27,112        20,419   

0.986%, 04/25/47 (d) (f)

    265,606        174,908   

0.996%, 11/25/36 (d) (f)

    336,814        187,881   

1.056%, 03/25/36 (d) (f)

    1,494,686        1,001,131   

5.876%, 09/25/36 (f)

    162,672        83,938   

5.985%, 06/25/36 (d) (f)

    632,885        312,148   

Morgan Stanley ABS Capital, Inc. Trust
0.906%, 06/25/36 (d) (f)

    57,323        49,396   

Renaissance Home Equity Loan Trust
5.909%, 04/25/37 (f)

    676,224        334,461   

6.120%, 11/25/36 (f)

    261,545        159,214   

Soundview Home Loan Trust
1.006%, 11/25/36 (d) (f)

    595,000        426,716   
   

 

 

 
      3,469,827   
   

 

 

 
Asset-Backed - Other—5.6%            

AMMC CLO, Ltd.
2.332%, 07/27/26 (144A) (d)

    1,340,000      1,340,122   

Anchorage Capital CLO, Ltd.
2.461%, 01/15/29 (144A) (d)

    760,744        760,725   

Apidos CLO
2.241%, 01/16/27 (144A) (d)

    480,000        480,000   

2.328%, 01/19/25 (144A) (d)

    895,000        896,107   

2.730%, 07/15/23 (144A) (d)

    465,000        461,305   

Ares CLO, Ltd.
1.731%, 04/20/23 (144A) (d)

    738,657        736,695   

2.400%, 04/17/26 (144A) (d)

    1,475,000        1,475,217   

Atlas Senior Loan Fund CLO, Ltd.
2.298%, 07/16/26 (144A) (d)

    620,000        619,688   

2.420%, 10/15/26 (144A) (d)

    1,190,000        1,190,363   

Avery Point CLO, Ltd.
2.402%, 04/25/26 (144A) (d)

    1,460,000        1,460,120   

Babson CLO, Ltd.
2.371%, 07/20/25 (144A) (d)

    340,000        340,015   

Battalion CLO, Ltd.
2.282%, 10/22/25 (144A) (d)

    615,000        615,021   

Benefit Street Partners CLO, Ltd.
2.080%, 07/15/24 (144A) (d)

    320,000        319,276   

Carlyle Global Market Strategies CLO, Ltd.
2.356%, 04/27/27 (144A) (d)

    1,425,000        1,425,915   

Cent CLO, Ltd.
2.187%, 01/30/25 (144A) (d)

    1,135,000        1,134,343   

2.291%, 11/07/26 (144A) (d)

    755,000        754,994   

2.370%, 04/17/26 (144A) (d)

    1,345,000        1,344,997   

2.376%, 07/27/26 (144A) (d)

    940,000        940,022   

2.930%, 04/17/26 (144A) (d)

    530,000        529,996   

CIFC Funding, Ltd.
2.382%, 04/18/25 (144A) (d)

    1,585,000        1,585,049   

2.409%, 08/14/24 (144A) (d)

    985,000        985,095   

2.410%, 05/24/26 (144A) (d)

    1,580,000        1,583,574   

3.642%, 12/05/24 (144A) (d)

    950,000        950,841   

Consumer Credit Origination Loan Trust
2.820%, 03/15/21 (144A) (m)

    33,582        33,603   

Dryden Senior Loan Fund
2.310%, 07/15/27 (144A) (d)

    1,215,000        1,215,211   

2.316%, 10/15/28 (144A) (d)

    1,604,000        1,607,009   

Finance America Mortgage Loan Trust
1.806%, 09/25/33 (d) (f)

    96,877        90,715   

First Franklin Mortgage Loan Trust
1.066%, 09/25/36 (d) (f)

    560,000        395,578   

Flatiron CLO, Ltd.
2.780%, 07/17/26 (144A) (d)

    330,000        329,998   

Ford Credit Floorplan Master Owner Trust
3.500%, 01/15/19

    265,000        265,195   

Fremont Home Loan Trust
1.806%, 12/25/33 (d) (f)

    87,976        83,427   

Galaxy CLO, Ltd.
2.130%, 04/15/25 (144A) (d)

    400,000        399,538   

GMACM Home Equity Loan Trust
1.092%, 10/25/34 (144A) (d)

    84,703        79,925   

Green Tree Agency Advance Funding Trust
3.095%, 10/15/48 (144A)

    705,000        705,000   

 

See accompanying notes to financial statements.

 

MSF-19


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Asset-Backed Securitiess—(Continued)

 

Security Description   Principal
Amount*
    Value  
Asset-Backed - Other—(Continued)            

Highbridge Loan Management, Ltd.
2.331%, 05/05/27 (144A) (d)

    895,000      $ 894,993   

KKR Financial CLO, Ltd.
2.030%, 07/15/25 (144A) (d)

    565,000        564,522   

Knollwood CDO, Ltd.
4.076%, 01/10/39 (144A) (d)

    594,322        6   

Lehman XS Trust
1.276%, 11/25/35 (d) (f)

    229,316        153,098   

Lendmark Funding Trust
3.260%, 04/21/25 (144A) (m)

    875,000        869,359   

Limerock CLO, Ltd.
2.382%, 04/18/26 (144A) (d)

    1,590,000        1,590,782   

Madison Park Funding, Ltd.
2.162%, 10/23/25 (144A) (d)

    1,341,165        1,340,292   

2.381%, 07/20/26 (144A) (d)

    1,485,000        1,485,400   

Magnetite, Ltd.
2.180%, 04/15/26 (144A) (d)

    865,000        864,990   

2.256%, 04/15/27 (144A) (d)

    955,000        954,523   

2.302%, 07/25/26 (144A) (d)

    1,255,000        1,255,350   

2.832%, 07/25/26 (144A) (d)

    1,010,000        1,010,041   

Nationstar HECM Loan Trust
2.239%, 06/25/26 (144A)

    149,012        149,525   

2.981%, 02/25/26 (144A)

    433,537        432,882   

Neuberger Berman CLO, Ltd.
2.346%, 08/04/25 (144A) (d)

    1,230,000        1,230,044   

New Residential Advance Receivables Trust
2.575%, 10/15/49 (144A)

    1,249,000        1,234,183   

NRZ Advance Receivables Trust
3.107%, 12/15/50 (144A)

    1,195,000        1,190,090   

Oak Hill Credit Partners, Ltd.
2.351%, 07/20/26 (144A) (d)

    455,000        455,013   

Oaktree EIF, Ltd.
2.456%, 02/15/26 (144A) (d)

    1,345,000        1,345,324   

OCP CLO, Ltd.
2.410%, 04/17/27 (144A) (d)

    1,230,000        1,230,540   

Octagon Investment Partners, Ltd.
2.000%, 07/17/25 (144A) (d)

    720,000        719,310   

OHA Loan Funding, Ltd.
2.190%, 08/23/24 (144A) (d)

    695,000        695,013   

OneMain Financial Issuance Trust
4.100%, 03/20/28 (144A)

    1,650,000        1,682,168   

OZLM Funding, Ltd.
2.032%, 07/22/25 (144A) (d)

    1,205,000        1,203,609   

OZLM, Ltd.
2.337%, 04/30/27 (144A) (d)

    1,360,000        1,360,700   

Race Point CLO, Ltd.
2.390%, 04/15/27 (144A) (d)

    1,610,000        1,613,748   

SBA Tower Trust
2.898%, 10/15/44 (144A)

    845,000        851,413   

Securitized Asset-Backed Receivables LLC Trust
0.846%, 07/25/36 (d) (f)

    550,072        266,154   

Seneca Park CLO, Ltd.
2.360%, 07/17/26 (144A) (d)

    1,095,000        1,095,198   

Shackleton CLO
2.360%, 07/17/26 (144A) (d)

    1,105,000        1,096,903   
Asset-Backed - Other—(Continued)            

SoFi Consumer Loan Program LLC
3.090%, 10/27/25 (144A) (m)

    875,037      874,281   

Sound Point CLO, Ltd.
2.251%, 01/21/26 (144A) (d)

    1,415,000        1,414,878   

2.410%, 04/15/27 (144A) (d)

    1,315,000        1,315,030   

Springleaf Funding Trust
2.410%, 12/15/22 (144A)

    360,037        360,169   

2.900%, 11/15/29 (144A)

    960,000        957,856   

SPS Servicer Advance Receivables Trust
2.750%, 11/15/49 (144A)

    1,020,000        1,016,726   

2.920%, 07/15/47 (144A)

    1,185,000        1,185,943   

Symphony CLO, Ltd.
2.361%, 07/14/26 (144A) (d)

    1,295,000        1,295,277   

2.626%, 01/09/23 (144A) (d)

    1,280,000        1,275,521   

Treman Park CLO, Ltd.
2.251%, 04/20/27 (144A) (d)

    1,300,000        1,299,350   

Voya CLO, Ltd.
2.362%, 04/18/27 (144A) (d)

    1,265,000        1,265,106   

2.982%, 04/18/27 (144A) (d)

    440,000        440,037   
   

 

 

 
      68,670,026   
   

 

 

 

Total Asset-Backed Securities
(Cost $76,006,309)

      75,355,730   
   

 

 

 
Mortgage-Backed Securities—5.1%   
Collateralized Mortgage Obligations—2.5%  

Adjustable Rate Mortgage Trust
0.844%, 01/25/36 (d)

    67,178        55,768   

1.026%, 11/25/35 (d)

    408,374        377,492   

1.256%, 01/25/36 (d)

    328,236        281,907   

4.076%, 11/25/37 (144A) (d)

    204,908        169,228   

Banc of America Funding Trust
0.969%, 02/20/47 (d)

    1,417,466        1,249,024   

Bear Stearns Adjustable Rate Mortgage Trust
3.243%, 07/25/36 (d)

    577,206        555,380   

Bear Stearns ALT-A Trust
1.236%, 02/25/36 (d)

    853,497        731,930   

Bear Stearns Mortgage Funding Trust
0.936%, 10/25/36 (d)

    473,937        384,942   

0.956%, 02/25/37 (d)

    949,690        797,419   

CHL Mortgage Pass-Through Trust
3.090%, 03/20/36 (d)

    85,297        69,474   

COLT Mortgage Loan Trust
2.800%, 12/26/46 (144A) (d)

    550,000        550,438   

Countrywide Alternative Loan Trust
0.904%, 11/25/35 (d)

    173,799        145,618   

1.026%, 01/25/36 (d)

    333,681        275,062   

1.156%, 10/25/36 (d)

    44,755        25,485   

1.556%, 12/25/35 (d)

    251,566        194,063   

1.917%, 08/25/35 (d)

    429,351        365,350   

5.500%, 11/25/35

    1,027,712        887,511   

5.500%, 12/25/35

    121,806        101,581   

5.750%, 05/25/36

    77,247        59,422   

6.000%, 12/25/36

    206,670        138,536   

 

See accompanying notes to financial statements.

 

MSF-20


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Mortgage-Backed Securities—(Continued)

 

Security Description   Principal
Amount*
    Value  
Collateralized Mortgage Obligations—(Continued)  

Countrywide Home Loan Mortgage Pass-Through Trust
0.956%, 04/25/46 (d)

    409,482      $ 328,391   

1.436%, 02/25/35 (d)

    197,729        173,359   

1.436%, 03/25/35 (d)

    197,986        154,784   

2.960%, 06/20/35 (d)

    29,590        27,617   

3.130%, 09/25/47 (d)

    818,345        751,681   

Deutsche ALT-A Securities Mortgage Loan Trust
0.906%, 12/25/36 (d)

    490,124        397,243   

DSLA Mortgage Loan Trust
1.461%, 03/19/46 (d)

    858,415        736,274   

Fannie Mae Connecticut Avenue Securities
5.106%, 04/25/29 (d)

    780,142        802,427   

GreenPoint Mortgage Funding Trust
1.941%, 10/25/45 (d)

    308,383        237,013   

GSR Mortgage Loan Trust
1.056%, 01/25/37 (d)

    1,004,233        612,439   

3.289%, 01/25/36 (d)

    829,223        766,072   

6.000%, 07/25/37

    441,933        398,772   

HarborView Mortgage Loan Trust
1.436%, 01/19/35 (d)

    101,668        66,318   

IndyMac INDX Mortgage Loan Trust
0.946%, 04/25/37 (d)

    60,353        44,187   

3.183%, 10/25/35 (d)

    77,500        68,883   

JPMorgan Mortgage Trust
3.096%, 05/25/36 (d)

    53,354        47,551   

Lehman XS Trust
0.946%, 11/25/46 (d) (f)

    963,068        792,060   

0.996%, 06/25/47 (d)

    863,765        655,830   

LSTAR Securities Investment Trust
2.533%, 01/01/20 (144A) (d)

    1,156,208        1,153,754   

LSTAR Securities Investment, Ltd.
2.617%, 04/01/20 (144A) (d)

    988,404        986,551   

2.617%, 10/01/20 (144A) (d)

    1,345,031        1,339,777   

2.617%, 09/01/21 (144A) (d)

    555,981        549,205   

Luminent Mortgage Trust
0.956%, 10/25/46 (d)

    150,434        128,446   

1.016%, 11/25/35 (d)

    73,457        66,129   

MASTR Adjustable Rate Mortgages Trust
0.996%, 05/25/37 (d)

    154,390        94,595   

2.763%, 09/25/33 (d)

    126,622        120,630   

Morgan Stanley Mortgage Loan Trust
3.123%, 05/25/36 (d)

    515,594        359,778   

Mortgage Repurchase Agreement Financing Trust
1.872%, 06/10/19 (144A) (d)

    1,688,000        1,688,000   

New Residential Mortgage Loan Trust
3.750%, 11/26/35 (144A) (d)

    1,362,825        1,384,798   

3.750%, 11/25/56 (144A) (d)

    1,236,011        1,273,412   

Nomura Asset Acceptance Corp. Alternative Loan Trust
3.898%, 06/25/36 (d)

    80,004        59,797   

Residential Accredit Loans, Inc. Trust
0.976%, 02/25/46 (d)

    458,800        199,610   

1.056%, 04/25/36 (d)

    805,656        574,009   
Collateralized Mortgage Obligations—(Continued)  

Residential Accredit Loans, Inc. Trust

   

6.000%, 12/25/35

    406,489      376,187   

Residential Asset Securitization Trust
1.206%, 03/25/35 (d)

    327,896        257,590   

RFMSI Trust
3.267%, 08/25/35 (d)

    125,477        92,501   

Structured Adjustable Rate Mortgage Loan Trust
1.056%, 09/25/34 (d)

    96,494        83,727   

Structured Asset Mortgage Investments Trust
0.986%, 02/25/36 (d)

    173,622        146,324   

Towd Point Mortgage Trust
2.250%, 08/25/55 (144A) (d)

    1,213,670        1,203,908   

2.750%, 02/25/55 (144A) (d)

    315,026        315,768   

2.750%, 08/25/55 (144A) (d)

    976,216        974,179   

3.000%, 03/25/54 (144A) (d)

    75,972        76,628   

WaMu Mortgage Pass-Through Certificates Trust
1.176%, 06/25/44 (d)

    165,964        153,859   

1.361%, 12/25/46 (d)

    124,674        96,667   

1.547%, 07/25/46 (d)

    103,535        83,576   

2.098%, 11/25/46 (d)

    106,685        95,782   

2.583%, 06/25/37 (d)

    201,822        180,610   

Washington Mutual Mortgage Pass-Through Certificates
1.356%, 07/25/36 (d)

    148,860        81,678   

Wells Fargo Alternative Loan Trust
3.160%, 12/28/37 (d)

    33,116        28,867   

Wells Fargo Mortgage-Backed Securities Trust
3.075%, 10/25/35 (d)

    1,541,000        1,469,804   

3.230%, 10/25/36 (d)

    396,964        366,363   
   

 

 

 
      30,539,040   
   

 

 

 
Commercial Mortgage-Backed Securities—2.6%  

Banc of America Commercial Mortgage Trust
3.116%, 09/15/48 (144A) (d) (m)

    548,000        292,594   

3.705%, 09/15/48

    150,000        156,179   

5.492%, 02/10/51

    589,603        599,756   

BB-UBS Trust
3.430%, 11/05/36 (144A)

    2,520,000        2,550,226   

Bear Stearns Commercial Mortgage Securities Trust
5.124%, 10/12/42 (d)

    145,000        141,003   

CD Mortgage Trust
6.116%, 11/15/44 (d)

    80,000        82,517   

Citigroup Commercial Mortgage Trust
1.115%, 07/10/47 (d) (g)

    4,582,185        271,499   

1.167%, 04/10/48 (d) (g)

    5,040,205        325,674   

2.935%, 04/10/48

    85,000        83,642   

3.110%, 04/10/48 (144A)

    245,000        169,028   

3.762%, 06/10/48

    295,000        307,446   

3.818%, 11/10/48

    220,000        230,044   

3.855%, 05/10/47

    25,000        26,313   

4.401%, 03/10/47 (144A) (d) (m)

    130,000        88,809   

 

See accompanying notes to financial statements.

 

MSF-21


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Mortgage-Backed Securities—(Continued)

 

Security Description   Principal
Amount*
    Value  
Commercial Mortgage-Backed Securities—(Continued)  

Commercial Mortgage Pass-Through Certificates Mortgage Trust
0.839%, 02/10/47 (d) (g)

    3,851,971      $ 129,232   

1.903%, 10/15/45 (d) (g)

    450,711        31,517   

2.853%, 10/15/45

    160,000        161,710   

3.101%, 03/10/46

    145,000        147,558   

3.183%, 02/10/48

    145,000        146,017   

3.213%, 03/10/46

    280,000        286,454   

3.350%, 02/10/48

    320,000        322,615   

3.424%, 03/10/31 (144A)

    1,065,000        1,093,839   

3.612%, 06/10/46 (d)

    260,000        271,961   

3.620%, 07/10/50

    130,000        133,358   

3.694%, 08/10/47

    395,000        408,740   

3.796%, 08/10/47

    225,000        235,737   

3.902%, 07/10/50

    210,000        219,445   

3.961%, 03/10/47

    95,125        100,160   

4.074%, 02/10/47 (d)

    115,000        122,787   

4.205%, 08/10/46

    100,035        107,803   

4.210%, 08/10/46 (d)

    175,000        188,815   

4.236%, 02/10/47 (d)

    100,000        107,979   

4.571%, 10/15/45 (144A) (d) (m)

    165,000        100,903   

4.750%, 10/15/45 (144A) (d) (m)

    220,000        133,815   

6.095%, 12/10/49 (d)

    407,818        415,746   

Credit Suisse Commercial Mortgage Trust
5.687%, 06/15/39 (d)

    176,396        177,075   

Credit Suisse First Boston Mortgage Securities Corp.
4.877%, 04/15/37

    39,036        37,984   

CSAIL Commercial Mortgage Trust
0.881%, 06/15/57 (d) (g)

    13,277,930        666,653   

1.058%, 11/15/48 (d) (g)

    1,160,264        72,366   

3.360%, 08/15/48 (d)

    175,000        129,765   

3.544%, 11/15/48

    280,000        286,524   

3.718%, 08/15/48

    1,553,000        1,619,692   

FREMF Mortgage Trust
5.251%, 09/25/43 (144A) (d)

    855,000        918,804   

GE Commercial Mortgage Corp. Trust
5.606%, 12/10/49 (d)

    65,000        65,037   

GS Mortgage Securities Corp.
2.943%, 02/10/46

    20,000        20,281   

2.954%, 11/05/34 (144A)

    1,200,000        1,200,111   

GS Mortgage Securities Corp. Trust
3.633%, 06/05/31 (144A)

    130,000        131,112   

GS Mortgage Securities Trust
0.213%, 07/10/46 (d) (g)

    12,526,655        75,676   

1.369%, 08/10/44 (144A) (d) (g)

    1,050,452        52,143   

3.582%, 06/10/47 (144A) (m)

    195,000        112,672   

3.674%, 04/10/47 (144A) (m)

    235,000        119,552   

4.511%, 11/10/47 (144A) (d)

    205,000        165,310   

4.867%, 04/10/47 (144A) (d) (m)

    585,000        405,524   

JPMBB Commercial Mortgage Securities Trust
0.846%, 09/15/47 (d) (g)

    4,732,401        170,704   

3.611%, 05/15/48

    150,000        154,714   

3.739%, 10/15/48 (144A) (d)

    220,000        157,921   

3.775%, 08/15/47

    160,000        167,630   
Commercial Mortgage-Backed Securities—(Continued)  

JPMorgan Chase Commercial Mortgage Securities Corp.
4.415%, 12/15/47 (144A) (d) (m)

    245,000      185,382   

JPMorgan Chase Commercial Mortgage Securities Trust
2.164%, 02/12/51 (d)

    1,611,124        1,540,958   

2.733%, 10/15/45 (144A) (d) (m)

    400,000        129,341   

3.905%, 05/05/30 (144A)

    877,241        911,432   

4.000%, 08/15/46 (144A) (d) (m)

    105,000        82,399   

6.068%, 02/12/51

    192,976        196,523   

LB-UBS Commercial Mortgage Trust
6.113%, 04/15/41 (d)

    291,310        302,006   

ML-CFC Commercial Mortgage Trust
5.419%, 08/12/48

    97,973        97,946   

Morgan Stanley Bank of America Merrill Lynch Trust
1.121%, 10/15/48 (d) (g)

    913,422        63,256   

1.147%, 12/15/47 (d) (g)

    2,940,295        163,350   

2.918%, 02/15/46

    130,000        130,908   

3.060%, 10/15/48 (144A)

    180,000        124,167   

3.102%, 11/15/49

    235,000        230,335   

3.134%, 12/15/48

    315,000        319,305   

3.176%, 08/15/45

    245,000        252,067   

3.766%, 11/15/46

    180,000        187,946   

4.064%, 02/15/47

    85,000        90,037   

4.259%, 10/15/46 (d)

    115,000        123,884   

4.500%, 08/15/45 (144A) (m)

    250,000        170,830   

Morgan Stanley Capital Trust
2.782%, 08/15/49

    210,000        202,482   

5.155%, 07/15/49 (144A) (d) (m)

    265,000        198,309   

5.328%, 10/12/52 (144A) (d)

    135,000        94,250   

5.692%, 04/15/49 (d)

    1,130,988        1,133,522   

6.275%, 01/11/43 (144A) (d)

    100,000        99,193   

Morgan Stanley Re-REMIC Trust
5.793%, 08/12/45 (144A) (d)

    182,802        183,243   

5.793%, 08/15/45 (144A) (d)

    118,018        118,313   

SFAVE Commercial Mortgage Securities Trust
3.872%, 01/05/43 (144A) (d)

    250,000        245,875   

UBS-Barclays Commercial Mortgage Trust
3.091%, 08/10/49

    355,000        363,478   

3.185%, 03/10/46

    155,000        158,021   

3.244%, 04/10/46

    300,119        306,908   

4.085%, 03/10/46 (144A) (d) (m)

    155,000        106,409   

VNDO Mortgage Trust
2.996%, 11/15/30 (144A)

    1,105,000        1,115,188   

Wells Fargo Commercial Mortgage Trust
1.184%, 09/15/57 (d) (g)

    8,454,575        529,699   

1.194%, 05/15/48 (d) (g)

    3,922,971        258,070   

2.881%, 05/15/48 (144A) (d) (m)

    510,000        254,429   

2.918%, 10/15/45

    320,000        325,647   

3.356%, 09/15/58 (144A) (m)

    245,000        135,429   

3.560%, 01/15/59

    230,000        235,788   

3.637%, 06/15/48

    190,000        196,038   

3.839%, 09/15/58

    185,000        193,635   

3.957%, 12/15/47 (144A) (d)

    72,000        55,582   

 

See accompanying notes to financial statements.

 

MSF-22


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Mortgage-Backed Securities—(Continued)

 

Security Description   Principal
Amount*
    Value  
Commercial Mortgage-Backed Securities—(Continued)  

Wells Fargo Commercial Mortgage Trust

   

4.104%, 05/15/48 (d)

    80,000      $ 63,201   

4.225%, 06/15/48 (d)

    150,000        114,528   

WF-RBS Commercial Mortgage Trust
1.387%, 03/15/47 (d) (g)

    2,406,447        143,854   

2.870%, 11/15/45

    400,000        406,228   

2.875%, 12/15/45

    175,000        177,002   

3.016%, 11/15/47 (144A) (m)

    550,000        245,216   

3.071%, 03/15/45

    185,000        188,510   

3.345%, 05/15/45

    100,000        100,891   

3.607%, 11/15/47

    190,000        195,877   

3.723%, 05/15/47

    190,000        198,234   

3.995%, 05/15/47

    160,281        169,968   

4.045%, 03/15/47

    40,000        42,506   

4.101%, 03/15/47

    335,000        357,346   

4.351%, 03/15/48 (144A) (d)

    55,000        50,625   

5.000%, 06/15/44 (144A) (d) (m)

    105,000        86,906   

5.000%, 04/15/45 (144A) (d) (m)

    130,000        76,699   

5.589%, 04/15/45 (144A) (d)

    255,000        255,365   
   

 

 

 
      31,782,707   
   

 

 

 

Total Mortgage-Backed Securities
(Cost $63,567,908)

      62,321,747   
   

 

 

 
Floating Rate Loans (n)—1.9%   
Advertising—0.0%  

inVentiv Health, Inc.
Term Loan B, 4.750%, 11/09/23

    345,000        346,240   
   

 

 

 
Aerospace/Defense—0.0%  

TransDigm, Inc.
Term Loan E, 3.845%, 05/14/22

    393,337        396,563   
   

 

 

 
Agriculture—0.0%  

American Rock Salt Holdings LLC
1st Lien Term Loan, 4.750%, 05/20/21

    282,750        280,276   

Incremental Term Loan, 4.750%, 05/20/21

    122,796        122,949   
   

 

 

 
      403,225   
   

 

 

 
Auto Manufacturers—0.1%  

FCA U.S. LLC
Term Loan B, 3.270%, 12/31/18

    512,322        514,241   
   

 

 

 
Building Materials—0.0%  

Quikrete Holdings, Inc.
1st Lien Term Loan, 4.000%, 11/15/23

    130,000        131,463   
   

 

 

 
Chemicals—0.1%  

Chemours Co. (The)
Term Loan B, 3.770%, 05/12/22

    246,525        246,448   

Ineos U.S. Finance LLC
Term Loan, 3.750%, 05/04/18

    1,024,882        1,028,982   
Chemicals—(Continued)  

Nexeo Solutions LLC
Term Loan, 5.250%, 06/09/23

    169,150      170,842   
   

 

 

 
      1,446,272   
   

 

 

 
Commercial Services—0.1%  

Acosta Holdco, Inc.
Term Loan, 4.250%, 09/26/21

    181,314        177,159   

Brickman Group, Ltd. LLC 1st Lien
Term Loan, 4.000%, 12/18/20

    298,465        299,505   

Jaguar Holding Co. II
Term Loan B, 4.250%, 08/18/22

    132,688        134,181   

ON Assignment, Inc.
Term Loan, 3.520%, 06/03/22

    111,321        112,782   

WEX, Inc.
Term Loan B, 4.270%, 07/01/23

    417,900        423,982   
   

 

 

 
      1,147,609   
   

 

 

 
Computers—0.0%  

Dell, Inc.
Term Loan B, 4.020%, 09/07/23

    165,000        168,008   
   

 

 

 
Cosmetics/Personal Care—0.0%  

Galleria Co.
Term Loan B, 3.750%, 01/26/23

    90,000        90,562   

Revlon Consumer Products Corp.
Term Loan B, 4.307%, 09/07/23

    244,388        247,015   
   

 

 

 
      337,577   
   

 

 

 
Diversified Financial Services—0.0%  

Russell Investment Group
Term Loan B, 6.750%, 06/01/23

    134,325        135,794   
   

 

 

 
Electric—0.1%  

Calpine Construction Finance Co. L.P.
Term Loan B2, 3.270%, 01/31/22

    833,818        833,818   

Energy Future Intermediate Holding Co. LLC
Term Loan, 4.250%, 06/30/17

    100,000        100,775   

TEX Operations Co. LLC
Term Loan B, 5.000%, 08/04/23

    145,000        146,360   

Term Loan C, 5.000%, 08/04/23

    35,000        35,473   
   

 

 

 
      1,116,426   
   

 

 

 
Energy Equipment & Services—0.0%  

Chief Exploration & Development LLC
2nd Lien Term Loan, 7.753%, 05/16/21 (f)

    105,000        103,163   

Seadrill Partners Finco LLC
Term Loan B, 4.000%, 02/21/21

    421,851        291,780   
   

 

 

 
      394,943   
   

 

 

 
Food—0.1%  

Albertsons LLC
Term Loan B4, 3.770%, 08/22/21

    191,098        193,502   

 

See accompanying notes to financial statements.

 

MSF-23


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Floating Rate Loans (n)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Food—(Continued)  

Aramark Services, Inc.
Term Loan F, 3.498%, 02/24/21

    482,360      $ 487,485   

Hostess Brands LLC
1st Lien Term Loan, 4.000%, 08/03/22

    109,444        110,915   

JBS USA LLC
Term Loan B, 4.000%, 10/30/22

    217,800        219,887   
   

 

 

 
      1,011,789   
   

 

 

 
Healthcare-Services—0.1%  

Community Health Systems, Inc.
Term Loan H, 4.000%, 01/27/21

    133,662        129,533   

Envision Healthcare Corp.
Term Loan B, 4.000%, 12/01/23

    158,800        160,289   

MPH Acquisition Holdings LLC
Term Loan B, 5.000%, 06/07/23

    167,032        170,253   

Ortho-Clinical Diagnostics, Inc.
Term Loan B, 4.750%, 06/30/21

    134,763        134,110   

U.S. Renal Care, Inc.
Term Loan B, 5.250%, 12/31/22

    257,400        241,742   
   

 

 

 
      835,927   
   

 

 

 
Insurance—0.2%  

Asurion LLC
2nd Lien Term Loan, 8.500%, 03/03/21

    385,000        390,775   

Term Loan B2, 4.020%, 07/08/20

    310,504        312,348   

Term Loan B4, 5.000%, 08/04/22

    328,534        332,436   

Camelot UK Holdco, Ltd.
Term Loan B, 4.750%, 10/03/23

    109,725        111,206   

Hub International, Ltd.
Term Loan B, 4.000%, 10/02/20

    339,153        341,326   

Sedgwick Claims Management Services, Inc. 1st Lien Term Loan, 3.750%, 03/01/21

    789,167        791,041   

2nd Lien Term Loan, 6.750%, 02/28/22

    205,000        205,128   
   

 

 

 
      2,484,260   
   

 

 

 
Internet & Direct Marketing Retail—0.0%  

Lands’ End, Inc.
Term Loan B, 4.250%, 04/04/21

    208,891        159,280   
   

 

 

 
Leisure Time—0.1%  

Delta 2 (LUX) S.a.r.l.
2nd Lien Term Loan, 8.068%, 07/31/22

    165,000        166,650   

Term Loan B3, 5.068%, 07/30/21

    500,000        505,447   
   

 

 

 
      672,097   
   

 

 

 
Lodging—0.1%  

Boyd Gaming Corp.
Term Loan B2, 3.756%, 09/15/23

    134,663        136,178   

La Quinta Intermediate Holdings LLC
Term Loan B, 3.750%, 04/14/21

    517,545        518,596   
Lodging—(Continued)  

MGM Growth Properties Operating Partnership L.P.
Term Loan B, 3.500%, 04/25/23

    223,313      225,301   
   

 

 

 
      880,075   
   

 

 

 
Machinery-Diversified—0.1%  

Gardner Denver, Inc.
Term Loan, 4.558%, 07/30/20

    557,707        552,827   
   

 

 

 
Media—0.1%  

Advantage Sales & Marketing, Inc.
1st Lien Term Loan, 4.250%, 07/23/21

    200,707        201,359   

Charter Communications Operating LLC
Term Loan I, 3.005%, 01/15/24

    238,200        240,284   

Mission Broadcasting, Inc.
Term Loan B2, 09/26/23 (o)

    10,000        10,095   

Nexstar Broadcasting, Inc.
Term Loan B, 09/21/23 (o)

    101,182        102,139   
   

 

 

 
      553,877   
   

 

 

 
Oil & Gas—0.1%  

California Resources Corp.
Term Loan, 11.375%, 12/31/21

    130,000        144,950   

Calpine Corp.
Term Loan B7, 3.750%, 05/31/23

    154,225        155,317   

Chesapeake Energy Corp.
Term Loan, 8.500%, 08/23/21

    110,000        120,129   

Fieldwood Energy LLC 1st Lien
Term Loan, 3.875%, 10/01/18

    499,780        477,290   

Paragon Offshore Finance Co.
Term Loan B, 5.500%, 07/18/21

    98,750        36,538   

Templar Energy LLC
2nd Lien Term Loan, 8.500%, 11/25/20

    90,815        21,001   
   

 

 

 
      955,225   
   

 

 

 
Packaging & Containers—0.1%  

Berry Plastics Holding Corp.
Term Loan D, 3.500%, 02/08/20

    290,932        293,444   

Caesars Growth Properties Holdings LLC
Term Loan, 6.250%, 05/08/21

    209,625        211,623   

Flex Acquisition Co., Inc. 1st Lien
Term Loan, 12/13/23 (o)

    100,000        101,094   

Reynolds Group Holdings, Inc.
Term Loan, 4.250%, 02/05/23

    408,975        413,948   

Signode Industrial Group U.S., Inc.
Term Loan B, 3.898%, 05/01/21

    203,843        204,734   
   

 

 

 
      1,224,843   
   

 

 

 
Pharmaceuticals—0.1%  

Endo Luxembourg Finance Co. I S.a.r.l.
Term Loan B, 3.813%, 09/26/22

    321,750        323,485   

Grifols Worldwide Operations USA, Inc.
Term Loan B, 3.715%, 02/27/21

    632,125        637,291   

 

See accompanying notes to financial statements.

 

MSF-24


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Floating Rate Loans (n)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Pharmaceuticals—(Continued)  

Valeant Pharmaceuticals International, Inc.
Term Loan B F1, 5.500%, 04/01/22

    149,446      $ 149,792   
   

 

 

 
      1,110,568   
   

 

 

 
Pipelines—0.0%  

Energy Transfer Equity L.P.
Term Loan, 3.387%, 12/02/19

    325,000        325,609   
   

 

 

 
Professional Services—0.0%  

Trans Union LLC
Term Loan B2, 3.520%, 04/09/21

    277,663        279,968   
   

 

 

 
Real Estate—0.0%  

DTZ U.S. Borrower LLC
1st Lien Term Loan, 4.250%, 11/04/21

    402,104        404,157   
   

 

 

 
Retail—0.1%  

Bass Pro Group LLC
Term Loan B, 12/16/23 (o)

    275,000        272,962   

Harbor Freight Tools USA, Inc.
Term Loan B, 3.887%, 08/19/23

    119,700        121,355   

J. Crew Group, Inc.
Term Loan B, 4.000%, 03/05/21

    314,058        177,574   

Michaels Stores, Inc.
Term Loan B1, 3.750%, 01/27/23

    100,166        101,310   

Neiman Marcus Group, Inc. (The)
Term Loan, 4.250%, 10/25/20

    427,263        373,855   

Party City Holdings, Inc.
Term Loan, 4.210%, 08/19/22

    242,396        244,346   
   

 

 

 
      1,291,402   
   

 

 

 
Semiconductors—0.0%  

Entegris, Inc.
Term Loan B, 2.750%, 04/30/21

    249,101        251,799   

ON Semiconductor Corp. Incremental
Term Loan, 4.020%, 03/31/23

    109,725        111,173   
   

 

 

 
      362,972   
   

 

 

 
Software—0.2%  

Conduent, Inc.
Term Loan B, 6.250%, 12/07/23

    135,000        136,856   

First Data Corp.
Term Loan, 3.756%, 07/10/22

    765,022        774,393   

Infor (U.S.), Inc.
Term Loan B5, 3.750%, 06/03/20

    327,103     

 

327,784

  

Quintiles IMS, Inc.
Term Loan B, 3.499%, 03/17/21

    933,600        941,186   

SS&C Technologies, Inc.
Term Loan B1, 4.001%, 07/08/22

    187,058        189,680   

Term Loan B2, 4.002%, 07/08/22

    18,421        18,679   
   

 

 

 
      2,388,578   
   

 

 

 
Telecommunications—0.1%            

CSC Holdings LLC
Term Loan, 3.876%, 10/11/24

    108,553      109,892   

Level 3 Financing, Inc.
Term Loan B2, 3.500%, 05/31/22

    565,000        570,944   

UPC Financing Partnership
Term Loan AN, 4.080%, 08/31/24

    210,000        212,389   

Virgin Media Investment Holdings, Ltd.
Term Loan I, 01/31/25 (o)

    145,000        145,846   

XO Communications LLC
Term Loan, 4.250%, 03/17/21

    364,688        366,055   

Ziggo Financing Partnership
Term Loan B1, 3.500%, 01/15/22

    128,150        128,837   

Term Loan B2A, 3.500%, 01/15/22

    75,947        76,354   

Term Loan B3, 3.701%, 01/15/22

    23,599        23,725   
   

 

 

 
      1,634,042   
   

 

 

 
Trading Companies & Distributors—0.0%  

Neff Rental LLC
2nd Lien Term Loan, 7.543%, 06/09/21 (f)

    103,402        102,999   
   

 

 

 
Transportation—0.0%            

Kenan Advantage Group, Inc.
Strip Delayed Draw Term Loan, 1.500%, 01/31/17 (f) (p)

    5,267        5,281   

Term Loan, 4.000%, 07/31/22

    83,245        83,558   

Term Loan B, 4.000%, 07/31/22

    30,980        31,096   
   

 

 

 
      119,935   
   

 

 

 

Total Floating Rate Loans
(Cost $24,188,361)

      23,888,791   
   

 

 

 
Foreign Government—1.3%                
Banks—0.1%            

Bank of Thailand
1.490%, 02/23/18 (THB)

    44,465,000        1,238,842   
   

 

 

 
Sovereign—1.2%            

Argentine Republic Government International Bonds
2.260%, 12/31/38 (EUR) (j) (q)

    1,330,187        779,224   

Brazil Notas do Tesouro Nacional
6.000%, 05/15/17 (BRL) (j)

    3,086,000        2,819,893   

10.000%, 01/01/23 (BRL)

    1,682,000        486,219   

Brazilian Government International Bonds
5.000%, 01/27/45

    470,000        381,264   

5.625%, 01/07/41

    280,000        249,116   

Colombia Government International Bond
5.000%, 06/15/45

    1,014,000        962,033   

Colombian TES
4.250%, 05/17/17 (COP) (j)

    2,157,816,570        728,229   

Mexican Bonos
5.000%, 12/11/19 (MXN)

    18,288,700        837,101   

 

See accompanying notes to financial statements.

 

MSF-25


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Foreign Government—(Continued)

 

Security Description   Principal
Amount*/
Notional
Amount*
    Value  
Sovereign—(Continued)            

Mexico Government International Bond
5.750%, 10/12/2110

    614,000     $ 566,415  

Qatar Government International Bond
4.625%, 06/02/46 (144A)

    285,000       284,642  

Romania Treasury Bills
0.561%, 08/28/17 (RON) (r)

    4,035,000       930,552  

0.580%, 06/26/17 (RON) (r)

    8,195,000       1,892,460  

Russian Federal Bond - OFZ
11.700%, 01/29/20 (RUB) (d)

    60,033,000       1,009,684  

Saudi Government International Bonds
2.375%, 10/26/21 (144A)

    450,000       436,921  

4.500%, 10/26/46 (144A)

    295,000       282,561  

Turkey Government International Bond
6.000%, 01/14/41

    635,000       587,527  

Uruguay Government International Bond
5.100%, 06/18/50 (j)

    1,000,000       900,000  
   

 

 

 
      14,133,841  
   

 

 

 

Total Foreign Government
(Cost $15,858,721)

      15,372,683  
   

 

 

 
Municipals—0.4%  

Chicago Transit Authority Transfer Tax Receipts Revenue
6.899%, 12/01/40

    805,000       1,008,038  

Municipal Electric Authority of Georgia, Build America Bonds
6.637%, 04/01/57

    55,000       68,212  

Puerto Rico Commonwealth Government Employees Retirement System
6.150%, 07/01/38 (f)

    1,990,000       791,025  

6.200%, 07/01/39 (f)

    955,000       379,612  

6.550%, 07/01/58 (f)

    315,000       125,212  

State of California General Obligation Unlimited, Build America Bonds
7.350%, 11/01/39

    1,420,000       2,016,144  

7.600%, 11/01/40

    195,000       293,725  

State of Illinois General Obligation Unlimited
5.665%, 03/01/18

    300,000       310,422  

State of Illinois, Build America Bonds
5.100%, 06/01/33

    140,000       123,735  
   

 

 

 

Total Municipals
(Cost $5,376,438)

      5,116,125  
   

 

 

 
Purchased Option—0.0%  
Currency Option—0.0%  

CNH Put/JPY Call, Strike Price JPY 16.49, Expires 01/17/17 (Counterparty - Goldman Sachs International) (CNH) (f) (Cost $26,049)

    11,602,000       3,286  
   

 

 

 
Short-Term Investment—3.1%  
Security Description  

Principal
Amount*

    Value  
Repurchase Agreement—3.1%  

Fixed Income Clearing Corp. Repurchase Agreement dated 12/30/16 at 0.030% to be repurchased at $38,215,605 on 01/03/17, collateralized by $39,145,000 U.S. Treasury Note at 1.625% due 11/30/20 with a value of $38,983,331.

    38,215,478     38,215,478  
   

 

 

 

Total Short-Term Investments
(Cost $38,215,478)

      38,215,478  
   

 

 

 
Securities Lending Reinvestments (s)—7.4%  
Certificates of Deposit—4.7%  

Banco Del Estado De Chile New York
1.154%, 06/21/17 (f)

    2,000,000       1,999,590  

Barclays New York
0.894%, 02/10/17 (f)

    2,000,000       2,000,647  

Chiba Bank, Ltd., New York
0.870%, 01/10/17

    1,000,000       1,000,023  

Cooperative Rabobank UA New York
1.278%, 10/13/17 (f)

    500,000       500,113  

Credit Agricole Corporate and Investment Bank
1.274%, 04/12/17 (f)

    2,000,000       2,001,578  

Credit Industriel et Commercial
1.245%, 04/05/17 (f)

    1,200,000       1,200,648  

Credit Suisse AG New York
1.335%, 04/03/17 (f)

    1,200,000       1,200,263  

1.364%, 04/11/17 (f)

    1,200,000       1,200,262  

1.364%, 05/12/17 (f)

    1,000,000       1,000,104  

DG Bank New York
0.940%, 01/12/17

    1,250,000       1,250,066  

0.950%, 01/03/17

    250,000       250,002  

DNB NOR Bank ASA
1.130%, 07/28/17 (f)

    900,000       899,842  

DZ Bank AG New York
1.010%, 02/27/17

    1,500,000       1,500,433  

ING Bank NV
1.265%, 04/18/17 (f)

    2,200,000       2,204,033  

KBC Bank NV
1.000%, 01/04/17

    250,000       250,000  

1.050%, 01/17/17

    2,100,000       2,100,252  

KBC Brussells
1.050%, 01/27/17

    800,000       800,152  

Landesbank Hessen-Thüringen London
Zero Coupon, 01/24/17

    748,279       749,677  

Mitsubishi UFJ Trust and Banking Corp.
1.364%, 04/11/17 (f)

    2,000,000       2,000,946  

Mizuho Bank, Ltd., New York
1.336%, 05/17/17

    2,000,000       1,999,808  

1.395%, 04/11/17 (f)

    2,000,000       2,000,602  

1.436%, 04/18/17 (f)

    500,000       500,157  

 

See accompanying notes to financial statements.

 

MSF-26


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (s)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Certificates of Deposit—(Continued)  

National Australia Bank London
1.034%, 05/02/17 (f)

    1,750,000     $ 1,751,652  

1.182%, 11/09/17 (f)

    2,500,000       2,493,800  

National Bank of Canada
0.650%, 01/06/17

    5,000,000       5,000,200  

Natixis New York
0.900%, 02/17/17

    2,000,000       2,000,256  

1.262%, 04/07/17 (f)

    2,000,000       2,000,802  

Rabobank London
1.281%, 10/13/17 (f)

    500,000       501,199  

Royal Bank of Canada New York
1.145%, 04/04/17 (f)

    1,000,000       999,743  

1.281%, 10/13/17 (f)

    500,000       500,388  

Standard Chartered Bank New York
1.150%, 03/21/17

    4,000,000       4,000,676  

Sumitomo Bank New York
1.215%, 05/05/17 (f)

    750,000       751,249  

Sumitomo Mitsui Banking Corp. New York
1.352%, 04/07/17 (f)

    750,000       750,382  

1.395%, 04/12/17 (f)

    1,000,000       1,001,140  

Sumitomo Mitsui Trust Bank, Ltd., New York
1.351%, 04/26/17 (f)

    2,000,000       2,000,236  

1.364%, 04/10/17 (f)

    1,000,000       1,000,387  

Svenska Handelsbanken New York
1.266%, 05/18/17 (f)

    2,000,000       2,000,348  

UBS, Stamford
1.084%, 05/12/17 (f)

    900,000       899,932  

Wells Fargo Bank San Francisco N.A.
1.231%, 04/26/17 (f)

    900,000       900,252  

1.264%, 10/26/17 (f)

    900,000       900,615  
   

 

 

 
      58,062,455  
   

 

 

 
Commercial Paper—1.6%  

ABN AMRO Funding USA
0.910%, 01/11/17

    498,863       499,845  

Atlantic Asset Securitization LLC
0.990%, 01/12/17

    199,505       199,935  

1.040%, 02/03/17

    199,393       199,825  

Barton Capital Corp.
0.660%, 01/12/17

    1,498,268       1,499,626  

Commonwealth Bank Australia
1.236%, 10/23/17 (f)

    1,500,000       1,500,843  

Den Norske ASA
1.206%, 04/27/17 (f)

    900,000       900,048  

Erste Abwicklungsanstalt
1.014%, 03/10/17 (f)

    1,700,000       1,700,010  

HSBC plc
1.216%, 04/25/17 (f)

    2,000,000       1,999,914  

Macquarie Bank, Ltd.
0.950%, 01/03/17

    3,990,711       3,999,572  

Ridgefield Funding Co. LLC
1.000%, 01/03/17

    498,750       499,972  

Sheffield Receivables Co.
1.050%, 01/06/17

    747,944       749,902  
Commercial Paper—(Continued)  

Starbird Funding Corp.
0.930%, 02/10/17

    2,493,542     2,497,602  

Toronto Dominion Holding Corp.
0.600%, 01/05/17

    998,967       999,888  

Versailles Commercial Paper LLC
1.050%, 01/17/17

    996,967       999,553  

Victory Receivables Corp.
1.050%, 01/04/17

    299,134       299,979  

Westpac Banking Corp.
1.232%, 10/20/17 (f)

    1,300,000       1,302,270  
   

 

 

 
      19,848,784  
   

 

 

 
Repurchase Agreements—0.8%  

Deutsche Bank AG, London
Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $4,100,697 on 01/03/17, collateralized by various Common Stock with a value of $4,557,376.

    4,100,000       4,100,000  

Deutsche Bank Securities, Inc.
Repurchase Agreement dated 10/18/16 at 1.110% to be repurchased at $2,008,387 on 03/03/17, collateralized by various Common Stock with a value of $2,200,000.

    2,000,000       2,000,000  

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $12,934 on 01/03/17, collateralized by $66,556 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $13,192.

    12,933       12,933  

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/15/16 at 0.600% to be repurchased at $2,000,733 on 01/06/17, collateralized by $1,978,710 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $2,041,034.

    2,000,000       2,000,000  

Merrill Lynch, Pierce, Fenner & Smith, Inc. Repurchase Agreement dated 10/26/16 at 1.160% to be repurchased at $1,407,173 on 04/03/17, collateralized by various Common Stock with a value of $1,540,000.

    1,400,000       1,400,000  
   

 

 

 
      9,512,933  
   

 

 

 
Time Deposits—0.3%  

OP Corporate Bank plc
1.010%, 01/04/17

    900,000       900,000  

1.200%, 01/23/17

    1,800,000       1,800,000  

 

See accompanying notes to financial statements.

 

MSF-27


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (s)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Time Deposits—(Continued)  

Shinkin Central Bank
1.200%, 01/27/17

    200,000     $ 200,000  

1.220%, 01/26/17

    1,100,000       1,100,000  
   

 

 

 
      4,000,000  
   

 

 

 

Total Securities Lending Reinvestments
(Cost $91,408,994)

      91,424,172  
   

 

 

 

Total Investments—115.7%
(Cost $1,348,650,714)

      1,426,045,474  

Unfunded Loan Commitments—(0.0)%
(Cost $(5,267))

      (5,267

Net Investments—115.7%
(Cost $1,348,645,447) (t)

      1,426,040,207  

Other assets and liabilities (net)—(15.7)%

      (193,110,184
   

 

 

 
Net Assets—100.0%     $ 1,232,930,023  
   

 

 

 

 

* Principal and notional amounts stated in U.S. dollars unless otherwise noted.
(a) Non-income producing security.
(b) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $88,739,883 and the collateral received consisted of cash in the amount of $91,383,254. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(c) TBA (To Be Announced) Securities are purchased on a forward commitment basis with an approximate principal amount and no defined maturity date. The actual principal and maturity date will be determined upon settlement date.
(d) Variable or floating rate security. The stated rate represents the rate at December 31, 2016. Maturity date shown for callable securities reflects the earliest possible call date.
(e) Principal only security.
(f) Illiquid security. As of December 31, 2016, these securities represent 0.9% of net assets.
(g) Interest only security.
(h) All or a portion of the security was pledged as collateral against open centrally cleared swap contracts. As of December 31, 2016, the market value of securities pledged was $1,431,162.
(i) All or a portion of the security was pledged as collateral against open swap contracts. As of December 31, 2016, the market value of securities pledged was $1,343,531.
(j) Principal amount of security is adjusted for inflation.
(k) All or a portion of the security was pledged as collateral against open futures contracts. As of December 31, 2016, the market value of securities pledged was $1,525,539.
(l) Non-income producing; security is in default and/or issuer is in bankruptcy.
(m) Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. As of December 31, 2016, the market value of restricted securities was $4,702,461, which is 0.4% of net assets. See details shown in the Restricted Securities table that follows.
(n) Floating rate loans (Senior Loans) often require prepayments from excess cash flows or permit the borrowers to repay at their election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, Senior Loans will have an expected average life of approximately two to four years. The stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility and includes commitment fees on unfunded loan commitments, if any. Senior Loans typically have rates of interest which are determined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base rates are primarily the London Interbank Offered Rate (“LIBOR”) and secondarily, the prime rate offered by one or more major United States banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders.
(o) This loan will settle after December 31, 2016, at which time the interest rate will be determined.
(p) Unfunded or partially unfunded loan commitments. The Portfolio may enter into certain credit agreements for which all or a portion may be unfunded. The Portfolio is obligated to fund these commitments at the borrower’s discretion.
(q) Security is a “step-up” bond where coupon increases or steps up at a predetermined date. Rate shown is current coupon rate.
(r) The rate shown represents current yield to maturity.
(s) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(t) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $1,351,502,466. The aggregate unrealized appreciation and depreciation of investments were $115,989,328 and $(41,451,587), respectively, resulting in net unrealized appreciation of $74,537,741 for federal income tax purposes.
(144A)— Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of December 31, 2016, the market value of 144A securities was $123,170,589, which is 10.0% of net assets.
(ACES)— Alternative Credit Enhancement Securities
(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.
(ARM)— Adjustable-Rate Mortgage
(BRL)— Brazilian Real
(CDO)— Collateralized Debt Obligation
(CLO)— Collateralized Loan Obligation
(CMO)— Collateralized Mortgage Obligation
(CNH)— Chinese Renminbi
(COP)— Colombian Peso
(EUR)— Euro
(GBP)— British Pound
(MXN)— Mexican Peso
(REMIC)— Real Estate Mortgage Investment Conduit
(RON)— New Romanian Leu
(RUB)— Russian Ruble
(THB)— Thai Baht

 

See accompanying notes to financial statements.

 

MSF-28


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

 

 

Restricted Securities

   Acquisition
Date
     Principal
Amount
     Cost      Value  

Banc of America Commercial Mortgage Trust, 3.116%, 09/15/48

     01/21/16 - 02/01/16      $ 548,000      $ 293,680      $ 292,594  

Citigroup Commercial Mortgage Trust, 4.401%, 03/10/47

     01/15/15        130,000        107,367        88,809  

Commercial Mortgage Pass-Through Certificates Mortgage Trust, 4.750%, 10/15/45

     02/18/15        220,000        175,716        133,815  

Commercial Mortgage Pass-Through Certificates Mortgage Trust, 4.571%, 10/15/45

     12/05/14        165,000        129,274        100,903  

Consumer Credit Origination Loan Trust, 2.820%, 03/15/21

     02/03/15        33,582        33,580        33,603  

GS Mortgage Securities Trust, 4.867%, 04/10/47

     03/27/14 - 06/20/14        585,000        534,065        405,524  

GS Mortgage Securities Trust, 3.674%, 04/10/47

     04/03/14        235,000        147,173        119,552  

GS Mortgage Securities Trust, 3.582%, 06/10/47

     04/24/15        195,000        149,282        112,672  

JPMorgan Chase Commercial Mortgage Securities Corp., 4.415%, 12/15/47

     03/17/14        245,000        198,450        185,382  

JPMorgan Chase Commercial Mortgage Securities Trust, 4.000%, 08/15/46

     07/30/15        105,000        94,959        82,399  

JPMorgan Chase Commercial Mortgage Securities Trust, 2.733%, 10/15/45

     05/19/15        400,000        269,984        129,341  

Lendmark Funding Trust, 3.260%, 04/21/25

     10/26/16        875,000        874,901        869,359  

Morgan Stanley Bank of America Merrill Lynch Trust, 4.500%, 08/15/45

     07/10/14        250,000        197,031        170,830  

Morgan Stanley Capital Trust, 5.155%, 07/15/49

     03/13/15        265,000        242,868        198,309  

SoFi Consumer Loan Program LLC, 3.090%, 10/27/25

     07/26/16        875,037        874,900        874,281  

UBS-Barclays Commercial Mortgage Trust, 4.085%, 03/10/46

     07/10/14        155,000        130,182        106,409  

WF-RBS Commercial Mortgage Trust, 5.000%, 06/15/44

     03/27/14        105,000        94,365        86,906  

WF-RBS Commercial Mortgage Trust, 5.000%, 04/15/45

     08/13/14        130,000        103,594        76,699  

WF-RBS Commercial Mortgage Trust, 3.016%, 11/15/47

     11/05/14        550,000        362,270        245,216  

Wells Fargo Commercial Mortgage Trust, 3.356%, 09/15/58

     09/24/15        245,000        147,153        135,429  

Wells Fargo Commercial Mortgage Trust, 2.881%, 05/15/48

     09/15/15        510,000        315,702        254,429  
           

 

 

 
            $ 4,702,461  
           

 

 

 

TBA Forward Sale Commitments

 

Security Description

   Interest Rate     Maturity      Face
Amount
    Cost     Value  

Fannie Mae 15 Yr. Pool

     3.500     TBA        (1,200,000   $ (1,248,188   $ (1,250,180

Fannie Mae 15 Yr. Pool

     4.500     TBA        (3,500,000     (3,600,078     (3,591,055

Fannie Mae 30 Yr. Pool

     4.500     TBA        (1,925,000     (2,070,387     (2,070,503

Fannie Mae 30 Yr. Pool

     5.000     TBA        (1,850,000     (2,020,547     (2,015,344

Freddie Mac 30 Yr. Gold Pool

     5.500     TBA        (200,000     (222,063     (221,750

Ginnie Mae II 30 Yr. Pool

     4.000     TBA        (1,373,000     (1,457,954     (1,458,088

Ginnie Mae II 30 Yr. Pool

     3.000     TBA        (3,100,000     (3,136,328     (3,138,810
         

 

 

   

 

 

 

Totals

 

  $ (13,755,545   $ (13,745,730
         

 

 

   

 

 

 

Forward Foreign Currency Exchange Contracts

 

Contracts to Buy

    

Counterparty

     Settlement
Date
       In Exchange
for
       Unrealized
Appreciation/
(Depreciation)
 
EUR     155,000     

Bank of America N.A.

       03/15/17        $ 177,515        $ (13,785
EUR     205,000     

Bank of America N.A.

       03/15/17          234,910          (18,366
EUR     375,000     

Citibank N.A.

       03/15/17          416,250          (20,131
EUR     270,000     

UBS AG

       03/15/17          309,587          (24,382
ZAR     10,000     

Citibank N.A.

       03/15/17          720          (1

Contracts to Deliver

                          
BRL     1,649,000     

Goldman Sachs International

       03/15/17          485,071          (11,866
BRL     9,192,000     

State Street Bank and Trust

       03/15/17          2,662,881          (107,190
COP     2,217,800,000     

State Street Bank and Trust

       03/15/17          728,724          (1,099
EUR     3,718,000     

Barclays Bank plc

       01/31/17          3,886,221          (32,981
EUR     105,000     

National Australia Bank, Ltd.

       01/31/17          110,957          275  
EUR     1,005,000     

Bank of America N.A.

       03/15/17          1,080,446          18,848  

 

See accompanying notes to financial statements.

 

MSF-29


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Forward Foreign Currency Exchange Contracts—(Continued)

 

Contracts to Deliver

    

Counterparty

     Settlement
Date
       In Exchange
for
       Unrealized
Appreciation/
(Depreciation)
 
EUR     794,000      

Morgan Stanley & Co. International plc

       03/15/17         $ 848,453         $ 9,737   
GBP     514,000      

Bank of America N.A.

       01/31/17           636,885           2,965   
JPY     156,000,000      

Citibank N.A.

       01/10/17           1,366,545           31,205   
JPY     308,000,000      

State Street Bank and Trust

       01/10/17           2,709,674           73,234   
MXN     18,103,000      

JPMorgan Chase Bank N.A.

       03/15/17           902,284           37,088   
RON     8,195,000      

Citibank N.A.

       06/26/17           2,045,962           138,203   
RON     1,520,000      

BNP Paribas S.A.

       08/28/17           387,508           33,391   
RON     2,515,000      

JPMorgan Chase Bank N.A.

       08/28/17           641,909           55,986   
RUB     63,901,000      

Barclays Bank plc

       03/15/17           970,550           (57,136
THB     44,581,000      

JPMorgan Chase Bank N.A.

       03/15/17           1,251,924           7,411   
                   

 

 

 

Net Unrealized Appreciation

  

     $ 121,406   
                   

 

 

 

Futures Contracts

 

Futures Contracts—Long

   Expiration
Date
     Number of
Contracts
    Notional
Amount
    Unrealized
Appreciation/
(Depreciation)
 

Australian 10 Year Treasury Bond Futures

     03/15/17         76        AUD         9,664,848      $ 31,453   

S&P 500 E-Mini Index Futures

     03/17/17         36        USD         4,077,733        (52,573

U.S. Treasury 10-Year Ultra Note Future

     03/22/17         34        USD         4,495,716        62,409   

U.S. Treasury Note 2 Year Futures

     03/31/17         72        USD         15,585,575        15,925   

U.S. Treasury Note 5 Year Futures

     03/31/17         380        USD         44,771,203        (58,859

U.S. Treasury Ultra Long Bond Futures

     03/22/17         153        USD         24,663,805        (145,556

Futures Contracts—Short

                                

U.S. Treasury Long Bond Futures

     03/22/17         (11     USD         (1,673,326     16,108   

U.S. Treasury Note 10 Year Futures

     03/22/17         (176     USD         (21,890,712     17,212   
            

 

 

 

Net Unrealized Depreciation

  

  $ (113,881
            

 

 

 

Swap Agreements

OTC Interest Rate Swaps

 

Pay/Receive
Floating Rate

   Floating
Rate Index
   Fixed
Rate
    Maturity
Date
  

Counterparty

   Notional
Amount
     Market
Value
    Upfront
Premium
Paid/(Received)
     Unrealized
Appreciation/
(Depreciation)
 

Pay

   6M MIBOR      6.260   09/12/21    Goldman Sachs International      INR         67,350,000       $ (2,077   $       $ (2,077

Receive

   CPI-U      1.810   09/04/25    Bank of America N.A.      USD         3,803,000         114,141                114,141   

Receive

   CPI-U      1.820   09/22/25    Bank of America N.A.      USD         10,320,000         299,494                299,494   
                   

 

 

   

 

 

    

 

 

 

Totals

  

   $ 411,558      $       $ 411,558   
                   

 

 

   

 

 

    

 

 

 

Centrally Cleared Interest Rate Swaps

 

Pay/Receive Floating Rate

   Floating
Rate Index
   Fixed
Rate
    Maturity
Date
     Notional
Amount
     Unrealized
Appreciation
 

Receive

   3M LIBOR      1.750     03/15/27         USD         3,000,000       $ 255,058   

Receive

   Federal Funds Rate
Compounded - OIS
     1.625     11/14/26         USD         2,610,000         75,883   
                

 

 

 

Net Unrealized Appreciation

  

   $ 330,941   
                

 

 

 

 

See accompanying notes to financial statements.

 

MSF-30


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

Centrally Cleared Credit Default Swaps on Credit Indices—Buy Protection (a)

 

 

Reference Obligation

   Fixed Deal
(Pay) Rate
     Maturity
Date
    

Implied Credit
Spread at
December 31,
2016(b)

   Notional
Amount(c)
     Unrealized
Depreciation
 

CDX.NA.HY.27.V1

     (5.000%)         12/20/21       3.542%      USD         12,014,000       $ (309,751)   
                 

 

 

 

Centrally Cleared Credit Default Swaps on Credit Indices—Sell Protection (d)

 

Reference Obligation

   Fixed Deal
Receive Rate
     Maturity
Date
    

Implied Credit
Spread at
December 31,
2016(b)

   Notional
Amount(c)
     Unrealized
Appreciation
 

CDX.NA.IG.27

     1.000%         12/20/21       0.677%      USD         4,988,000       $ 10,534   

ITRAXX.EUR.26.V1

     1.000%         12/20/21       0.721%      EUR         6,974,000         23,479   

ITRAXX.XO.26.V1

     5.000%         12/20/21       2.882%      EUR         2,905,000         68,554   
                 

 

 

 

Net Unrealized Appreciation

  

   $ 102,567   
                 

 

 

 

OTC Credit Default Swaps on Sovereign Issues—Sell Protection (d)

 

Reference Obligation

   Fixed Deal
Receive Rate
     Maturity
Date
    

Counterparty

   Implied Credit
Spread at
December 31,
2016(b)
     Notional
Amount(c)
     Market
Value
     Upfront
Premium
(Received)
     Unrealized
Appreciation
 

Federative Republic of Brazil

     1.000%         12/20/21       Goldman Sachs International      2.754%         USD         260,000       $ (20,674)       $ (21,282)       $ 608   

Federative Republic of Brazil

     1.000%         12/20/21       Goldman Sachs International      2.754%         USD         265,000         (21,072)         (21,494)         422   
                    

 

 

    

 

 

    

 

 

 

Totals

  

   $ (41,746)       $ (42,776)       $ 1,030   
                    

 

 

    

 

 

    

 

 

 

OTC Credit Default Swaps on Credit Indices—Buy Protection (a)

 

Reference Obligation

  Fixed Deal
(Pay) Rate
    Maturity
Date
   

Counterparty

  Implied Credit
Spread at
December 31,
2016(b)
    Notional
Amount(c)
    Market
Value
    Upfront
Premium
Paid/(Received)
    Unrealized
Appreciation/
(Depreciation)
 

ABX.HE.AAA.6-1

    (0.180%)        07/25/45      JPMorgan Chase Bank N.A.     0.000%        USD        45,079      $ 1,014      $ 1,134      $ (120)   

ABX.HE.AAA.6-1

    (0.180%)        07/25/45      JPMorgan Chase Bank N.A.     0.000%        USD        13,990        315               315   

ABX.HE.AAA.7-1

    (0.090%)        08/25/37      JPMorgan Chase Bank N.A.     0.000%        USD        340,873        79,253        86,923        (7,670)   

ABX.HE.AAA.7-1

    (0.090%)        08/25/37      JPMorgan Chase Bank N.A.     0.000%        USD        147,114        34,204        37,514        (3,310)   

ABX.HE.AAA.7-1

    (0.090%)        08/25/37      JPMorgan Chase Bank N.A.     0.000%        USD        100,468        23,359        26,122        (2,763)   

ABX.HE.PEN.AAA.6-2

    (0.110%)        05/25/46      JPMorgan Chase Bank N.A.     0.000%        USD        280,834        29,488        39,362        (9,874)   

CMBX.NA.A.7

    (2.000%)        01/17/47      JPMorgan Chase Bank N.A.     0.000%        USD        480,000        11,091        (10,238)        21,329   

CMBX.NA.A.9

    (2.000%)        09/17/58      Deutsche Bank AG     0.000%        USD        185,000        10,423        9,450        973   

CMBX.NA.AA.7

    (1.500%)        01/17/47      Credit Suisse International     0.000%        USD        735,000        8,947        23,330        (14,383)   

CMBX.NA.AA.7

    (1.500%)        01/17/47      Credit Suisse International     0.000%        USD        635,000        7,729        20,156        (12,427)   

CMBX.NA.AA.7

    (1.500%)        01/17/47      Credit Suisse International     0.000%        USD        600,000        7,303        19,045        (11,742)   

CMBX.NA.AA.7

    (1.500%)        01/17/47      Morgan Stanley & Co. International plc     0.000%        USD        80,000        974        945        29   

CMBX.NA.AA.8

    (1.500%)        10/17/57      Morgan Stanley & Co. International plc     0.000%        USD        265,000        6,303        10,823        (4,520)   

CMBX.NA.AAA.8

    (0.500%)        10/17/57      Morgan Stanley & Co. International plc     0.000%        USD        295,000        3,395        7,757        (4,362)   

CMBX.NA.AAA.8

    (0.500%)        10/17/57      Morgan Stanley & Co. International plc     0.000%        USD        125,000        1,439        3,337        (1,898)   

CMBX.NA.AJ.4

    (0.960%)        02/17/51      Bank of America N.A.     0.000%        USD        315,587        74,065        55,944        18,121   

CMBX.NA.AJ.4

    (0.960%)        02/17/51      Credit Suisse International     0.000%        USD        1,903,385        446,707        475,322        (28,615)   

CMBX.NA.AJ.4

    (0.960%)        02/17/51      Morgan Stanley & Co. International plc     0.000%        USD        1,262,349        296,261        315,247        (18,986)   

 

See accompanying notes to financial statements.

 

MSF-31


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

OTC Credit Default Swaps on Credit Indices—Buy Protection (a)—(Continued)

 

Reference Obligation

  Fixed Deal
(Pay) Rate
    Maturity
Date
   

Counterparty

  Implied Credit
Spread at
December 31,
2016(b)
    Notional
Amount(c)
    Market
Value
    Upfront
Premium
Paid/(Received)
    Unrealized
Appreciation/
(Depreciation)
 

CMBX.NA.AS.6

    (1.000%)        05/11/63      Credit Suisse International     0.000%        USD        635,000      $ (3,113)      $ 6,876      $ (9,989)   

CMBX.NA.AS.6

    (1.000%)        05/11/63      Credit Suisse International     0.000%        USD        775,000        (3,800)        8,392        (12,192)   

CMBX.NA.AS.7

    (1.000%)        01/17/47      Credit Suisse International     0.000%        USD        1,375,000        64        25,476        (25,412)   

CMBX.NA.AS.7

    (1.000%)        01/17/47      Goldman Sachs International     0.000%        USD        500,000        23        14,481        (14,458)   

CMBX.NA.AS.8

    (1.000%)        10/17/57      Deutsche Bank AG     0.000%        USD        210,000        1,486        15,785        (14,299)   

CMBX.NA.BBB.7

    (3.000%)        01/17/47      Credit Suisse International     0.000%        USD        375,000        21,330        34,662        (13,332)   

CMBX.NA.BBB.7

    (3.000%)        01/17/47      Credit Suisse International     0.000%        USD        300,000        17,064        29,605        (12,541)   

CMBX.NA.BBB.7

    (3.000%)        01/17/47      Credit Suisse International     0.000%        USD        255,000        14,505        25,164        (10,659)   

CMBX.NA.BBB.7

    (3.000%)        01/17/47      Deutsche Bank AG     0.000%        USD        175,000        9,954        22,550        (12,596)   

CMBX.NA.BBB.7

    (3.000%)        01/17/47      Deutsche Bank AG     0.000%        USD        170,000        9,670        16,725        (7,055)   

CMBX.NA.BBB.7

    (3.000%)        01/17/47      Deutsche Bank AG     0.000%        USD        170,000        9,670        12,815        (3,145)   

CMBX.NA.BBB.7

    (3.000%)        01/17/47      Goldman Sachs International     0.000%        USD        1,020,000        58,018        98,003        (39,985)   

CMBX.NA.BBB.7

    (3.000%)        01/17/47      Goldman Sachs International     0.000%        USD        260,000        14,789        25,513        (10,724)   

CMBX.NA.BBB.7

    (3.000%)        01/17/47      Goldman Sachs International     0.000%        USD        230,000        13,083        20,132        (7,049)   

CMBX.NA.BBB.7

    (3.000%)        01/17/47      Goldman Sachs International     0.000%        USD        175,000        9,954        25,231        (15,277)   

CMBX.NA.BBB.7

    (3.000%)        01/17/47      Goldman Sachs International     0.000%        USD        30,000        1,706        2,769        (1,063)   

CMBX.NA.BBB.7

    (3.000%)        01/17/47      Morgan Stanley & Co. International plc     0.000%        USD        750,000        42,660        74,013        (31,353)   

CMBX.NA.BBB.7

    (3.000%)        01/17/47      Morgan Stanley & Co. International plc     0.000%        USD        385,000        21,899        40,214        (18,315)   

CMBX.NA.BBB.7

    (3.000%)        01/17/47      Morgan Stanley & Co. International plc     0.000%        USD        230,000        13,083        19,356        (6,273)   
             

 

 

   

 

 

   

 

 

 

Totals

  

  $ 1,294,315      $ 1,639,935      $ (345,620)   
             

 

 

   

 

 

   

 

 

 

OTC Credit Default Swaps on Credit Indices—Sell Protection (d)

 

Reference
Obligation

  Fixed Deal
Receive Rate
    Maturity
Date
   

Counterparty

  Implied Credit
Spread at
December 31,
2016(b)
    Notional
Amount(c)
    Market
Value
    Upfront
Premium
Paid/(Received)
    Unrealized
Appreciation/
(Depreciation)
 

CDX.EM.26

    1.000%        12/20/21      Barclays Bank plc     2.408%        USD        982,000      $ (61,647)      $ (83,362)      $ 21,715   

CDX.EM.26

    1.000%        12/20/21      Barclays Bank plc     2.408%        USD        1,470,000        (92,281)        (115,248)        22,967   

CDX.EM.26

    1.000%        12/20/21      Barclays Bank plc     2.408%        USD        1,510,000        (94,793)        (113,552)        18,759   

CMBX.NA.A.6.

    2.000%        05/11/63      Goldman Sachs International     0.000%        USD        355,000        (7,429)        4,634        (12,063)   

CMBX.NA.AAA.6

    0.500%        05/11/63      Credit Suisse International     0.000%        USD        549,738        (226)        (13,159)        12,933   

CMBX.NA.AAA.6

    0.500%        05/11/63      Credit Suisse International     0.000%        USD        554,736        (228)        (13,261)        13,033   

CMBX.NA.AAA.6

    0.500%        05/11/63      Credit Suisse International     0.000%        USD        774,631        (318)        (28,854)        28,536   

CMBX.NA.AAA.6

    0.500%        05/11/63      Credit Suisse International     0.000%        USD        1,979,057        (814)        (21,401)        20,587   

CMBX.NA.AAA.6

    0.500%        05/11/63      Credit Suisse International     0.000%        USD        1,979,057        (814)        (21,401)        20,587   

CMBX.NA.AAA.6

    0.500%        05/11/63      Credit Suisse International     0.000%        USD        2,298,904        (945)        (24,860)        23,915   

CMBX.NA.AAA.6

    0.500%        05/11/63      Deutsche Bank AG     0.000%        USD        729,652        (300)        (25,010)        24,710   

CMBX.NA.AAA.6

    0.500%        05/11/63      Deutsche Bank AG     0.000%        USD        1,068,491        (439)        (25,543)        25,104   

CMBX.NA.AAA.6

    0.500%        05/11/63      Goldman Sachs
International
    0.000%        USD        84,960        (35)        (1,017)        982   

CMBX.NA.AAA.6

    0.500%        05/11/63      Goldman Sachs International     0.000%        USD        369,824        (152)        (12,019)        11,867   

CMBX.NA.AAA.6

    0.500%        05/11/63      Goldman Sachs International     0.000%        USD        439,790        (181)        (15,064)        14,883   

CMBX.NA.AAA.6

    0.500%        05/11/63      Goldman Sachs International     0.000%        USD        464,778        (191)        (15,583)        15,392   

CMBX.NA.AAA.6

    0.500%        05/11/63      Morgan Stanley & Co. International plc     0.000%        USD        329,843        (136)        (2,751)        2,615   

CMBX.NA.AAA.6

    0.500%        05/11/63      Morgan Stanley & Co. International plc     0.000%        USD        529,747        (218)        (12,524)        12,306   

CMBX.NA.AAA.6

    0.500%        05/11/63      Morgan Stanley & Co. International plc     0.000%        USD        624,702        (257)        (21,412)        21,155   

CMBX.NA.AAA.6

    0.500%        05/11/63      Morgan Stanley & Co. International plc     0.000%        USD        659,686        (271)        (15,770)        15,499   

CMBX.NA.AAA.6

    0.500%        05/11/63      Morgan Stanley & Co. International plc     0.000%        USD        664,683        (273)        (5,348)        5,075   

 

See accompanying notes to financial statements.

 

MSF-32


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

OTC Credit Default Swaps on Credit Indices—Sell Protection (d)—(Continued)

 

Reference
Obligation

  Fixed Deal
Receive Rate
    Maturity
Date
   

Counterparty

  Implied Credit
Spread at
December 31,
2016(b)
    Notional
Amount(c)
    Market
Value
    Upfront
Premium
Paid/(Received)
    Unrealized
Appreciation/
(Depreciation)
 

CMBX.NA.AAA.6

    0.500%        05/11/63      Morgan Stanley & Co. International plc     0.000%        USD        754,640      $ (310)      $ (25,525)      $ 25,215   

CMBX.NA.AAA.6

    0.500%        05/11/63      Morgan Stanley & Co. International plc     0.000%        USD        8,992,713        (3,697)        (294,726)        291,029   

CMBX.NA.BB.6

    5.000%        05/11/63      Credit Suisse International     0.000%        USD        206,000        (27,277)        (36,850)        9,573   

CMBX.NA.BB.6

    5.000%        05/11/63      Credit Suisse International     0.000%        USD        460,000        (60,910)        (85,670)        24,760   

CMBX.NA.BB.6

    5.000%        05/11/63      Credit Suisse International     0.000%        USD        465,000        (61,572)        (86,601)        25,029   

CMBX.NA.BB.6

    5.000%        05/11/63      Credit Suisse International     0.000%        USD        465,000        (61,572)        (86,601)        25,029   

CMBX.NA.BB.6

    5.000%        05/11/63      Credit Suisse International     0.000%        USD        465,000        (61,572)        (86,601)        25,029   

CMBX.NA.BB.6

    5.000%        05/11/63      Goldman Sachs
International
    0.000%        USD        304,000        (40,254)        (50,355)        10,101   

CMBX.NA.BB.6

    5.000%        05/11/63      Goldman Sachs International     0.000%        USD        530,000        (70,179)        (58,813)        (11,366)   

CMBX.NA.BB.6

    5.000%        05/11/63      Morgan Stanley & Co. International plc     0.000%        USD        1,020,000        (135,062)        (189,964)        54,902   

CMBX.NA.BB.8

    5.000%        10/17/57      Bank of America N.A.     0.000%        USD        335,000        (83,883)        (24,355)        (59,528)   

CMBX.NA.BB.8

    5.000%        10/17/57      Credit Suisse International     0.000%        USD        60,000        (15,024)        (15,153)        129   

CMBX.NA.BB.8

    5.000%        10/17/57      Credit Suisse International     0.000%        USD        285,000        (71,364)        (80,923)        9,559   

CMBX.NA.BB.8

    5.000%        10/17/57      Credit Suisse International     0.000%        USD        550,000        (137,719)        (156,166)        18,447   

CMBX.NA.BB.8

    5.000%        10/17/57      Credit Suisse International     0.000%        USD        550,000        (137,719)        (156,166)        18,447   

CMBX.NA.BB.8

    5.000%        10/17/57      Goldman Sachs International     0.000%        USD        75,000        (18,780)        (22,824)        4,044   

CMBX.NA.BB.8

    5.000%        10/17/57      Goldman Sachs International     0.000%        USD        115,000        (28,796)        (32,462)        3,666   

CMBX.NA.BB.8

    5.000%        10/17/57      Goldman Sachs International     0.000%        USD        170,000        (42,568)        (27,682)        (14,886)   

CMBX.NA.BB.8

    5.000%        10/17/57      Goldman Sachs International     0.000%        USD        191,000        (47,826)        (22,902)        (24,924)   

CMBX.NA.BB.8

    5.000%        10/17/57      Goldman Sachs International     0.000%        USD        580,000        (145,231)        (181,510)        36,279   

CMBX.NA.BB.8

    5.000%        10/17/57      Morgan Stanley & Co. International plc     0.000%        USD        160,000        (40,064)        (46,535)        6,471   

CMBX.NA.BB.8

    5.000%        10/17/57      Morgan Stanley & Co. International plc     0.000%        USD        190,000        (47,576)        (55,341)        7,765   

CMBX.NA.BB.8

    5.000%        10/17/57      Morgan Stanley & Co. International plc     0.000%        USD        1,289,000        (322,764)        (365,997)        43,233   

CMBX.NA.BB.9

    5.000%        09/15/58      Goldman Sachs International     0.000%        USD        125,000        (27,459)        (35,383)        7,924   

CMBX.NA.BB.9

    5.000%        09/15/58      Goldman Sachs International     0.000%        USD        130,000        (28,557)        (36,481)        7,924   

CMBX.NA.BB.9

    5.000%        09/15/58      Goldman Sachs International     0.000%        USD        250,000        (54,918)        (70,766)        15,848   

CMBX.NA.BB.9

    5.000%        09/17/58      Goldman Sachs International     0.000%        USD        125,000        (27,459)        (35,733)        8,274   

CMBX.NA.BB.9

    5.000%        09/17/58      Morgan Stanley & Co. International plc     0.000%        USD        255,000        (56,016)        (80,525)        24,509   

CMBX.NA.BBB.6

    3.000%        05/11/63      Morgan Stanley & Co. International plc     0.000%        USD        90,000        (5,118)        (8,031)        2,913   

CMBX.NA.BBB.8

    3.000%        10/17/57      Goldman Sachs International     0.000%        USD        530,000        (75,121)        (78,177)        3,056   

PRIMEX.ARM.2

    4.580%        12/25/37      JPMorgan Chase Bank N.A.     4.497%        USD        555,180        5,091        16,671        (11,580)   
             

 

 

   

 

 

   

 

 

 

Totals

  

  $ (2,193,224)      $ (3,100,652)      $ 907,428   
             

 

 

   

 

 

   

 

 

 

 

(a) If the Portfolio is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Portfolio will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.
(b) Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on corporate issues or indices as of period end serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced entity or obligation.
(c) The maximum potential amount of future undiscounted payments that the Portfolio could be required to make under a credit default swap contract would be the notional amount of the contract. These potential amounts would be partially offset by any recovery values of the referenced debt obligation or net amounts received from the settlement of purchased protection credit default swap contracts entered into by the Portfolio for the same referenced debt obligation.

 

See accompanying notes to financial statements.

 

MSF-33


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

 

(d) If the Portfolio is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Portfolio will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

 

(AUD)— Australian Dollar
(BRL)— Brazilian Real
(COP)— Colombian Peso
(EUR)— Euro
(GBP)— British Pound
(INR)— Indian Rupee
(JPY)— Japanese Yen
(MXN)— Mexican Peso
(RON)— New Romanian Leu
(RUB)— Russian Ruble
(THB)— Thai Baht
(USD)— United States Dollar
(ZAR)— South African Rand
(ABX.HE)— Markit Asset-Backed Home Equity Index
(ABX.HE.PEN)— Markit Asset-Backed Home Equity Penultimate Index
(CDX.EM)— Markit Emerging Market CDS Index
(CDX.NA.HY)— Markit North America High Yield CDS Index
(CDX.NA.IG)— Markit North America Investment Grade CDS Index
(CMBX.NA.A)— Markit North America A Rated CMBS Index
(CMBX.NA.AA)— Markit North America AA Rated CMBS Index
(CMBX.NA.AAA)— Markit North America AAA Rated CMBS Index
(CMBX.NA.AJ)— Markit North America Junior AAA Rated CMBS Index
(CMBX.NA.AS)— Markit North America Junior AAA Rated CMBS Index
(CMBX.NA.BB)— Markit North America BB Rated CMBS Index
(CMBX.NA.BBB-)— Markit North America BBB- Rated CMBS Index
(CPI-U)— U.S. Consumer Price Index for All Urban Consumers
(MIBOR)— Mumbai Interbank Offered Rate
(PRIMEX.ARM)— Markit Primex Adjustable Rate Mortgage Index
(ITRAXX.EUR)— Markit iTraxx Europe Index
(ITAXX.XO)— Markit iTraxx Crossover Index

 

See accompanying notes to financial statements.

 

MSF-34


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Schedule of Investments as of December 31, 2016

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1     Level 2     Level 3      Total  

Total Common Stocks*

   $ 743,874,211      $ —        $ —         $ 743,874,211   

Total U.S. Treasury & Government Agencies*

     —          212,780,991        —           212,780,991   

Total Corporate Bonds & Notes*

     —          157,692,260        —           157,692,260   

Total Asset-Backed Securities*

     —          75,355,730        —           75,355,730   

Total Mortgage-Backed Securities*

     —          62,321,747        —           62,321,747   

Total Floating Rate Loans (Less Unfunded Loan Commitments)*

     —          23,883,524        —           23,883,524   

Total Foreign Government*

     —          15,372,683        —           15,372,683   

Total Municipals

     —          5,116,125        —           5,116,125   

Total Purchased Option*

     —          3,286        —           3,286   

Total Short-Term Investment*

     —          38,215,478        —           38,215,478   
Securities Lending Reinvestments   

Certificates of Deposit

     —          58,062,455        —           58,062,455   

Commercial Paper

     —          19,848,784        —           19,848,784   

Repurchase Agreements

     —          9,512,933        —           9,512,933   

Time Deposits

     —          4,000,000        —           4,000,000   

Total Securities Lending Reinvestments

     —          91,424,172        —           91,424,172   

Total Net Investments

   $ 743,874,211      $ 682,165,996      $ —         $ 1,426,040,207   
                                   

Collateral for Securities Loaned (Liability)

   $ —        $ (91,383,254   $ —         $ (91,383,254

TBA Forward Sales Commitments

   $ —        $ (13,745,730   $ —         $ (13,745,730
Forward Contracts   

Forward Foreign Currency Exchange Contracts (Unrealized Appreciation)

   $ —        $ 408,343      $ —         $ 408,343   

Forward Foreign Currency Exchange Contracts (Unrealized Depreciation)

     —          (286,937     —           (286,937

Total Forward Contracts

   $ —        $ 121,406      $ —         $ 121,406   
Futures Contracts   

Futures Contracts (Unrealized Appreciation)

   $ 143,107      $ —        $ —         $ 143,107   

Futures Contracts (Unrealized Depreciation)

     (256,988     —          —           (256,988

Total Futures Contracts

   $ (113,881   $ —        $ —         $ (113,881
Centrally Cleared Swap Contracts   

Centrally Cleared Swap Contracts (Unrealized Appreciation)

   $ —        $ 433,508      $ —         $ 433,508   

Centrally Cleared Swap Contracts (Unrealized Depreciation)

     —          (309,751     —           (309,751

Total Centrally Cleared Swap Contracts

   $ —        $ 123,757      $ —         $ 123,757   
OTC Swap Contracts   

OTC Swap Contracts at Value (Assets)

   $ —        $ 1,719,954      $ —         $ 1,719,954   

OTC Swap Contracts at Value (Liabilities)

     —          (2,249,051     —           (2,249,051

Total OTC Swap Contracts

   $ —        $ (529,097   $ —         $ (529,097

 

* See Schedule of Investments for additional detailed categorizations.

 

See accompanying notes to financial statements.

 

MSF-35


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

 

Investments at value (a) (b)

   $ 1,426,040,207  

Cash denominated in foreign currencies (c)

     3,977,680  

Cash collateral (d)

     188,670  

OTC swap contracts at market value (e)

     1,719,954  

Unrealized appreciation on forward foreign currency exchange contracts

     408,343  

Receivable for:

 

Investments sold

     5,512,614  

TBA securities sold (f)

     162,640,883  

Fund shares sold

     46,677  

Principal paydowns

     4,525  

Dividends and interest

     3,961,111  

Variation margin on futures contracts

     155,660  

Interest on OTC swap contracts

     16,031  

Variation margin on centrally cleared swap contracts

     21,261  

Prepaid expenses

     3,527  
  

 

 

 

Total Assets

     1,604,697,143  

Liabilities

 

Due to custodian

     143,562  

Forward sales commitments, at value

     13,745,730  

OTC swap contracts at market value (g)

     2,249,051  

Cash collateral for OTC swap contracts

     590,000  

Unrealized depreciation on forward foreign currency exchange contracts

     286,937  

Collateral for securities loaned

     91,383,254  

Payables for:

 

Investments purchased

     10,383,487  

TBA securities purchased (f)

     250,675,792  

Fund shares redeemed

     1,146,609  

Interest on OTC swap contracts

     4,970  

Accrued Expenses:

 

Management fees

     451,175  

Distribution and service fees

     18,081  

Deferred trustees’ fees

     93,708  

Other expenses

     594,764  
  

 

 

 

Total Liabilities

     371,767,120  
  

 

 

 

Net Assets

   $ 1,232,930,023  
  

 

 

 

Net Assets Consist of:

 

Paid in surplus

   $ 1,102,733,683  

Undistributed net investment income

     23,976,181  

Accumulated net realized gain

     27,809,990  

Unrealized appreciation on investments, futures contracts, swap contracts and foreign currency transactions

     78,410,169  
  

 

 

 

Net Assets

   $ 1,232,930,023  
  

 

 

 

Net Assets

 

Class A

   $ 1,135,560,062  

Class B

     66,423,813  

Class E

     30,946,148  

Capital Shares Outstanding*

 

Class A

     61,412,034  

Class B

     3,615,306  

Class E

     1,677,857  

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 18.49  

Class B

     18.37  

Class E

     18.44  

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $1,348,645,447.
(b) Includes securities loaned at value of $88,739,883.
(c) Identified cost of cash denominated in foreign currencies was $4,079,311.
(d) Includes collateral of $188,100 for futures contracts and $570 for centrally cleared swap contracts.
(e) Net premium paid on OTC swap contracts was $1,641,338.
(f) Included within TBA securities sold is $25,044,189 related to TBA forward sale commitments and included within TBA securities purchased is $11,285,469 related to TBA forward sale commitments.
(g) Net premium received on OTC swap contracts was $3,144,831.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

 

Dividends (a)

   $ 12,302,033  

Interest (b)

     18,040,781  

Securities lending income

     501,474  

Other income (c)

     493,945  
  

 

 

 

Total investment income

     31,338,233  

Expenses

 

Management fees

     5,701,599  

Administration fees

     40,354  

Custodian and accounting fees

     547,992  

Distribution and service fees—Class B

     163,327  

Distribution and service fees—Class E

     46,694  

Audit and tax services

     104,446  

Legal

     33,032  

Trustees’ fees and expenses

     45,247  

Shareholder reporting

     241,716  

Insurance

     8,559  

Miscellaneous

     30,598  
  

 

 

 

Total expenses

     6,963,564  

Less management fee waiver

     (370,083

Less broker commission recapture

     (12,881
  

 

 

 

Net expenses

     6,580,600  
  

 

 

 

Net Investment Income

     24,757,633  
  

 

 

 

Net Realized and Unrealized Gain

 

Net realized gain (loss) on:  

Investments (d)

     34,641,510  

Futures contracts

     759,698  

Written options

     705,002  

Swap contracts

     (4,684,478

Foreign currency transactions

     (595,395
  

 

 

 

Net realized gain

     30,826,337  
  

 

 

 
Net change in unrealized appreciation (depreciation) on:  

Investments (e)

     26,499,637  

Futures contracts

     (90,712

Written options

     (288

Swap contracts

     1,374,210  

Foreign currency transactions

     (55,601
  

 

 

 

Net change in unrealized appreciation

     27,727,246  
  

 

 

 

Net realized and unrealized gain

     58,553,583  
  

 

 

 

Net Increase in Net Assets From Operations

   $ 83,311,216  
  

 

 

 

 

(a) Net of foreign withholding taxes of $20,655.
(b) Net of foreign withholding taxes of $1,398.
(c) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.
(d) Net of foreign capital gains tax of $19,003.
(e) Includes change in foreign capital gains tax of $842.

 

See accompanying notes to financial statements.

 

MSF-36


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

 

From Operations

    

Net investment income

   $ 24,757,633     $ 24,677,644  

Net realized gain

     30,826,337       59,530,052  

Net change in unrealized appreciation (depreciation)

     27,727,246       (49,574,711
  

 

 

   

 

 

 

Increase in net assets from operations

     83,311,216       34,632,985  
  

 

 

   

 

 

 

From Distributions to Shareholders

 

Net investment income

 

Class A

     (31,406,742     (23,978,812

Class B

     (1,622,094     (1,187,739

Class E

     (809,717     (625,351

Net realized capital gains

 

Class A

     (52,901,850     (204,816,772

Class B

     (3,025,631     (11,695,847

Class E

     (1,452,246     (5,811,632
  

 

 

   

 

 

 

Total distributions

     (91,218,280     (248,116,153
  

 

 

   

 

 

 

Increase (decrease) in net assets from capital share transactions

     (26,430,737     122,384,240  
  

 

 

   

 

 

 

Total decrease in net assets

     (34,337,801     (91,098,928

Net Assets

 

Beginning of period

     1,267,267,824       1,358,366,752  
  

 

 

   

 

 

 

End of period

   $ 1,232,930,023     $ 1,267,267,824  
  

 

 

   

 

 

 

Undistributed net investment income

 

End of period

   $ 23,976,181     $ 33,739,195  
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

 

Sales

     964,978     $ 17,720,014       661,786     $ 13,589,496  

Reinvestments

     4,763,197       84,308,592       12,169,978       228,795,584  

Redemptions

     (6,939,141     (127,453,287     (6,304,527     (128,069,858
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (1,210,966   $ (25,424,681     6,527,237     $ 114,315,222  
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

 

Sales

     337,929     $ 6,142,915       251,656     $ 5,041,729  

Reinvestments

     263,926       4,647,725       688,593       12,883,586  

Redemptions

     (578,924     (10,535,397     (577,769     (11,738,448
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     22,931     $ 255,243       362,480     $ 6,186,867  
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

 

Sales

     27,622     $ 507,808       28,593     $ 578,068  

Reinvestments

     128,012       2,261,963       343,123       6,436,983  

Redemptions

     (220,880     (4,031,070     (252,306     (5,132,900
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (65,246   $ (1,261,299     119,410     $ 1,882,151  
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase (decrease) derived from capital shares transactions

     $ (26,430,737     $ 122,384,240  
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-37


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Financial Highlights

 

Selected per share data                                 
     Class A  
     Year Ended December 31,  
     2016     2015      2014      2013     2012  

Net Asset Value, Beginning of Period

   $ 18.66      $ 22.29       $ 20.59       $ 17.52      $ 15.95   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.37  (b)      0.38         0.39         0.36        0.38   

Net realized and unrealized gain on investments

     0.88        0.24         1.73         3.18        1.58   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total from investment operations

     1.25        0.62         2.12         3.54        1.96   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.53     (0.45      (0.42      (0.47     (0.39

Distributions from net realized capital gains

     (0.89     (3.80      0.00         0.00        0.00   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total distributions

     (1.42     (4.25      (0.42      (0.47     (0.39
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 18.49      $ 18.66       $ 22.29       $ 20.59      $ 17.52   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total Return (%) (c)

     6.99        2.58         10.55         20.59  (d)      12.38   

Ratios/Supplemental Data

            

Gross ratio of expenses to average net assets (%)

     0.55        0.54         0.53         0.51        0.52   

Gross ratio of expenses to average net assets excluding interest expense (%)

     0.55        0.54         0.53         0.51        0.52   

Net ratio of expenses to average net assets (%) (e)

     0.52        0.51         0.50         0.51        0.52   

Net ratio of expenses to average net assets excluding interest expense (%) (e)

     0.52        0.51         0.50         0.51        0.52   

Ratio of net investment income to average net assets (%)

     2.02  (b)      1.87         1.81         1.89        2.23   

Portfolio turnover rate (%)

     405  (f)      299  (f)       413  (f)       340  (f)      494  (f) 

Net assets, end of period (in millions)

   $ 1,135.6      $ 1,168.2       $ 1,250.6       $ 1,249.1      $ 1,137.3   
     Class B  
     Year Ended December 31,  
     2016     2015      2014      2013     2012  

Net Asset Value, Beginning of Period

   $ 18.54      $ 22.17       $ 20.48       $ 17.43      $ 15.88   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.32  (b)      0.33         0.33         0.31        0.33   

Net realized and unrealized gain on investments

     0.88        0.23         1.73         3.16        1.57   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total from investment operations

     1.20        0.56         2.06         3.47        1.90   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.48     (0.39      (0.37      (0.42     (0.35

Distributions from net realized capital gains

     (0.89     (3.80      0.00         0.00        0.00   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total distributions

     (1.37     (4.19      (0.37      (0.42     (0.35
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 18.37      $ 18.54       $ 22.17       $ 20.48      $ 17.43   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total Return (%) (c)

     6.74        2.29         10.28         20.28  (d)      12.11   

Ratios/Supplemental Data

            

Gross ratio of expenses to average net assets (%)

     0.80        0.79         0.78         0.76        0.77   

Gross ratio of expenses to average net assets excluding interest expense (%)

     0.80        0.79         0.78         0.76        0.77   

Net ratio of expenses to average net assets (%) (e)

     0.77        0.76         0.75         0.76        0.77   

Net ratio of expenses to average net assets excluding interest expense (%) (e)

     0.77        0.76         0.75         0.76        0.77   

Ratio of net investment income to average net assets (%)

     1.77  (b)      1.62         1.56         1.64        1.98   

Portfolio turnover rate (%)

     405  (f)      299  (f)       413  (f)       340  (f)      494  (f) 

Net assets, end of period (in millions)

   $ 66.4      $ 66.6       $ 71.6       $ 75.0      $ 68.7   

Please see following page for Financial Highlights footnote legend.

 

See accompanying notes to financial statements.

 

MSF-38


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Financial Highlights

 

Selected per share data                                 
     Class E  
     Year Ended December 31,  
     2016     2015      2014      2013     2012  

Net Asset Value, Beginning of Period

   $ 18.61      $ 22.24       $ 20.54       $ 17.48      $ 15.92   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.34  (b)      0.35         0.35         0.33        0.35   

Net realized and unrealized gain on investments

     0.87        0.23         1.74         3.17        1.57   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total from investment operations

     1.21        0.58         2.09         3.50        1.92   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.49     (0.41      (0.39      (0.44     (0.36

Distributions from net realized capital gains

     (0.89     (3.80      0.00         0.00        0.00   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total distributions

     (1.38     (4.21      (0.39      (0.44     (0.36
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 18.44      $ 18.61       $ 22.24       $ 20.54      $ 17.48   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total Return (%) (c)

     6.83        2.41         10.41         20.39  (d)      12.18   

Ratios/Supplemental Data

            

Gross ratio of expenses to average net assets (%)

     0.70        0.69         0.68         0.66        0.67   

Gross ratio of expenses to average net assets excluding interest expense (%)

     0.70        0.69         0.68         0.66        0.67   

Net ratio of expenses to average net assets (%) (e)

     0.67        0.66         0.65         0.66        0.67   

Net ratio of expenses to average net assets excluding interest expense (%) (e)

     0.67        0.66         0.65         0.66        0.67   

Ratio of net investment income to average net assets (%)

     1.87  (b)      1.72         1.66         1.74        2.08   

Portfolio turnover rate (%)

     405  (f)      299  (f)       413  (f)       340  (f)      494  (f) 

Net assets, end of period (in millions)

   $ 30.9      $ 32.4       $ 36.1       $ 36.9      $ 35.0   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Net investment income per share and the ratio of net investment income to average net assets include a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which amounted to less than $0.01 per share and 0.04% of average net assets, respectively.
(c) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(d) In 2013, 0.04%, 0.04% and 0.04% of the Portfolio’s total return for Class A, Class B and Class E, respectively, consists of a voluntary reimbursement by the subadvisor for a realized loss. Excluding this item, total return would have been 20.55%, 20.24% and 20.35% for Class A, Class B and Class E, respectively.
(e) Includes the effects of management fee waivers (see Note 6 of the Notes to Financial Statements).
(f) Includes mortgage dollar roll and TBA transactions; excluding these transactions the portfolio turnover rates would have been 58%, 71%, 163%, 139% and 243% for the years ended December 31, 2016, 2015, 2014, 2013 and 2012, respectively.

 

See accompanying notes to financial statements.

 

MSF-39


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is Met/Wellington Balanced Portfolio (formerly, WMC Balanced Portfolio) (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers three classes of shares: Class A, B and E shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Mortgage and asset-backed securities are generally valued on the basis of evaluated or composite bid quotations obtained from pricing services selected by the Adviser pursuant to authorization of and subject to general oversight by the Board. These securities are usually issued as separate tranches, or classes, of securities within each deal. The pricing models for these securities usually consider tranche-level attributes, current market data, estimated cash flows and market-based yield spreads for each tranche and incorporate deal collateral performance, as available. Mortgage and asset-backed securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the

 

MSF-40


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Foreign currency forward contracts are valued through an independent pricing service by interpolating between forward and spot currency rates in the London foreign exchange markets as of a designated hour on a valuation day. These contracts are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

Options, including swaptions, and futures contracts that are traded OTC are generally valued on the basis of interdealer bid and asked prices or prices provided by pricing service providers who use a series of techniques, including simulation pricing models, to determine the value of the contracts. The pricing models use inputs that are observed from actively quoted markets such as issuer details, indices, spreads, interest rates, yield curves, credit curves, measures of volatility and exchange rates. These contracts are generally categorized as Level 2 within the fair value hierarchy.

Swap contracts (other than centrally cleared swaps) are marked-to-market daily based on quotations and prices supplied by market makers, broker-dealers and other pricing services. Such quotations and prices are derived utilizing observable data, including the underlying reference securities or indices, credit spread quotations and expected default recovery rates determined by the pricing service. These contracts are generally categorized as Level 2 within the fair value hierarchy.

Centrally cleared swaps listed or traded on a multilateral or trade facility platform, such as a registered exchange, are valued at the daily settlement price determined by the respective exchange or a pricing service when the exchange price is not available. For centrally cleared credit default swaps, the clearing facility requires its members to provide actionable price levels across complete term structures. These levels along with external third party prices are used to produce daily settlement prices. These securities are categorized as Level 2 within the fair value hierarchy. Centrally cleared interest rate swaps are valued using a pricing model that references the underlying rates, including the overnight index swap rate and London Interbank Offered Rate (“LIBOR”) forward rate to produce the daily settlement price. These securities are categorized as Level 2 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix

 

MSF-41


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Due to Custodian - Pursuant to the custodian agreement, State Street Bank and Trust Company (SSBT) may, in its discretion, advance funds to the Portfolio to make properly authorized payments. When such payments result in an overdraft, the Portfolio is obligated to repay SSBT at the current rate of interest charged by SSBT for secured loans (currently, the Federal Funds rate plus 2%). This obligation is payable on demand to SSBT. SSBT has a lien on a Portfolio’s assets to the extent of any overdraft. At December 31, 2016, the Portfolio had a payment due to SSBT pursuant to the foregoing arrangement of $143,562. Based on the short-term nature of these payments and the variable interest rate, the carrying value of the overdraft advances approximated its fair value at December 31, 2016. If measured at fair value, overdraft advances would have been considered as Level 2 in the fair value hierarchy at December 31, 2016. The Portfolio’s average overdraft advances during the year ended December 31, 2016 were not significant.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to foreign currency transactions, paydown gain/loss reclasses, broker commission recapture, amortization and accretion of debt securities, real estate investment trust (REIT) adjustments, adjustments to prior period accumulated balances and swap contract transactions. These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Mortgage Dollar Rolls - The Portfolio may enter into mortgage “dollar rolls” in which a Portfolio sells to-be-announced (“TBA”) mortgage-backed securities for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type, coupon, and maturity) securities on a specified future date. For the duration of the transaction, or roll period, the Portfolio foregoes principal (including prepayments of principal) and interest paid on the securities sold. Dollar rolls are accounted for as purchase and sale transactions; gain or loss is recognized at the commencement of the term of the dollar roll and each time the mortgage-backed security is rolled.

Treasury and mortgage dollar roll transactions involve the risk that the market value of the securities that the Portfolio is required to repurchase or reacquire may be less than the agreed-upon repurchase price of those securities and that the investment performance of securities purchased with proceeds from these transactions does not exceed the income, capital appreciation, and gain or loss that would have been realized on the securities transferred or sold, as applicable, as part of the treasury or mortgage dollar roll.

 

MSF-42


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Mortgage-Related and Other Asset-Backed Securities - The Portfolio may invest in mortgage-related or other asset-backed securities. These securities may include mortgage pass-through securities, collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities, CMO residuals, stripped mortgage-backed securities (“SMBS”), and other securities that directly or indirectly represent a participation in, or are secured by or payable from, mortgage loans on real property or other receivables. The value of some mortgage- or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Portfolio to a lower rate of return upon reinvestment of principal. The value of these securities may fluctuate in response to the market’s perception of the creditworthiness of the issuers. Additionally, although mortgages and mortgage-related securities are generally supported by some form of government or private guarantee and/or insurance, there is no assurance that private guarantors or insurers will meet their obligations.

In one type of SMBS, one class receives all of the interest from the mortgage assets (the interest-only or “IO” class), while the other class will receive all of the principal (the principal-only or “PO” class). Because principal will not be received at the maturity of an IO, adjustments are made to the book value of the security until maturity. These adjustments are netted against payments received for the IOs and the net amount is included in interest income on the Statement of Operations of the Portfolio. Payments received for POs are treated as reductions to the cost and par value of the securities. Details of mortgage-related and other asset-backed securities held by the Portfolio are included in the Portfolio’s Schedule of Investments.

The Portfolio may invest a significant portion of its assets in securities of issuers that hold mortgage and asset-backed securities and direct investments in securities backed by commercial and residential mortgage loans and other financial assets. The value and related income of these securities are sensitive to changes in economic conditions, including delinquencies and/or defaults, and may be negatively impacted by increased volatility of market prices and periods of illiquidity.

TBA Purchase & Forward Sale Commitments - The Portfolio may enter into TBA commitments to purchase or sell securities for a fixed price at a future date. TBA commitments are considered securities in themselves, and involve a risk of loss if the value of the security to be purchased or sold declines or increases prior to settlement date, which is in addition to the risk of decline in the value of the Portfolio’s other assets. TBA forward sale commitments are valued at the current market value of the underlying securities, according to the procedures described under “Investment Valuation and Fair Value Measurements”.

When-Issued and Delayed-Delivery Securities - The Portfolio may purchase securities on a when-issued or delayed-delivery basis. Settlement of such transactions normally occurs within a month or more after the purchase commitment is made. The Portfolio may purchase securities under such conditions only with the intention of actually acquiring them, but may enter into a separate agreement to sell the securities before the settlement date. Since the value of securities purchased may fluctuate prior to settlement, the Portfolio may be required to pay more at settlement than the security is worth. In addition, the purchaser is not entitled to any of the interest earned prior to settlement.

Upon making a commitment to purchase a security on a when-issued or delayed-delivery basis, the Portfolio will hold liquid assets in a segregated account with the Portfolio’s custodian, or set aside liquid assets in the Portfolio’s records, worth at least the equivalent of the amount due. The liquid assets will be monitored on a daily basis and adjusted as necessary to maintain the necessary value.

High Yield Debt Securities - The Portfolio may invest in high yield debt securities, or “junk bonds,” which are securities that are rated below “investment grade” or, if not rated, are of equivalent quality. A portfolio with high yield debt securities generally will be exposed to greater market risk and credit risk than a portfolio that invests only in investment grade debt securities because issuers of high yield debt securities are generally less secure financially, are more likely to default on their obligations, and their securities are more sensitive to interest rate changes and downturns in the economy. In addition, the secondary market for lower-rated debt securities may not be as liquid as that for more highly rated debt securities. As a result, the Portfolio’s Subadviser may find it more difficult to value lower-rated debt securities or sell them and may have to sell them at prices significantly lower than the values assigned to them by the Portfolio.

Floating Rate Loans - The Portfolio may invest in loans arranged through private negotiation between one or more financial institutions. The Portfolio’s investment in any such loan may be in the form of a participation in or an assignment of the loan. In connection with purchasing participations, the Portfolio generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower. The Portfolio may not benefit directly from any collateral supporting the loan in which it has purchased the participation or assignment. The purchase of assignments will typically result in the Portfolio having a direct contractual relationship with the borrower, and the Portfolio may enforce compliance by the borrower with the terms of the loan agreement.

The Portfolio may invest in multiple series or tranches of a loan, which may have varying terms and carry different associated risks. When the Portfolio purchases assignments it acquires direct rights against the borrower of the loan. These loans may include participations in bridge loans, which are loans taken out by borrowers for a short period (typically less than one year) pending arrangement of more permanent financing.

 

MSF-43


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

The Portfolio will assume the credit risk of both the borrower and the lender that is selling the participation. In the event of the insolvency of the lender selling the participation, the Portfolio may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.

Unfunded Loan Commitments - The Portfolio may enter into certain credit agreements, all or a portion of which may be unfunded. The Portfolio is obligated to fund these commitments at the borrower’s discretion. These commitments, if any, are disclosed in the Schedule of Investments. As of December 31, 2016, the Portfolio had open unfunded loan commitments of $5,267. At December 31, 2016, the Portfolio had sufficient cash and/or securities to cover these commitments.

Directed Brokerage Agreement - The Trust has entered into a directed brokerage arrangement with State Street Global Markets (“SSGM”). Under this arrangement, the Portfolio directs certain trades to SSGM in return for a recapture credit. SSGM issues a cash rebate to the Portfolio. Amounts paid to the Portfolio are shown separately as broker commission recapture on the Statement of Operations of the Portfolio. Additionally, these amounts have been excluded from the calculation of the net ratio of expenses to average net assets presented in the Financial Highlights for each share class.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio had direct investments in repurchase agreements with a gross value of $38,215,478. Additionally, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $9,512,933. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

Reverse Repurchase Agreements - The Portfolio may enter into reverse repurchase agreements with qualified institutions. In a reverse repurchase agreement, the Portfolio transfers securities in exchange for cash to a financial institution or counterparty, concurrently with an agreement by the Portfolio to re-acquire the same securities at an agreed upon price and date. During the reverse repurchase agreement period, the Portfolio continues to receive principal and interest payments on these securities. The Portfolio will establish a segregated account with its custodian in which it will maintain liquid assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities transferred by the Portfolio may decline below the agreed-upon reacquisition price of the securities. In the event of default or failure by a party to perform an obligation in connection with any reverse repurchase transaction, the MRA entitles the non-defaulting party with a right to set-off claims and apply property held by it in respect of any reverse repurchase transaction against obligations owed to it. Cash received in exchange for securities transferred under reverse repurchase agreements plus accrued interest payments to be made by the Portfolio to counterparties are reflected as Reverse repurchase agreements on the Statement of Assets and Liabilities.

 

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of

 

MSF-44


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

The following table provides a breakdown of transactions accounted for as secured borrowings, the gross obligations by the type of collateral pledged, and the remaining contractual maturities of those transactions, which are accounted for as secured borrowings.

 

     Remaining Contractual Maturity of the Agreements
As of December 31, 2016
 
      Overnight and
Continuous
    Up to
30 Days
     31 - 90
Days
     Greater than
90 days
     Total  
Securities Lending Transactions  

Common Stocks

   $ (68,219,149   $      $      $      $ (68,219,149

Corporate Bonds & Notes

     (23,122,443                          (23,122,443

U.S. Treasury & Government Agencies

     (41,662                          (41,662

Total

   $ (91,383,254   $      $      $      $ (91,383,254

Total Borrowings

   $ (91,383,254   $      $      $      $ (91,383,254

Gross amount of recognized liabilities for securities lending transactions

 

   $ (91,383,254
             

 

 

 

3. Investments in Derivative Instruments

Forward Foreign Currency Exchange Contracts - The Portfolio may enter into forward foreign currency exchange contracts to obtain investment exposure, enhance return or hedge or protect its portfolio holdings against the risk of future movements in certain foreign currency exchange rates. When entering into these contracts, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed-upon future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward foreign exchange rates at the valuation date, is included in the Statement of Assets and Liabilities. When a contract is closed, the Portfolio recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

Realized and unrealized gains and losses on forward foreign currency exchange contracts are included in the Statement of Operations. These contracts involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. The use of forward foreign currency exchange contracts does not eliminate fluctuations in the underlying prices of the securities of the Portfolio, but it does establish a rate of exchange that can be achieved in the future. Although forward foreign currency exchange contracts may limit the risk of loss due to a decline in the value of the currency holdings, they also limit any potential gain that might result should the value of the currency increase. In addition, the Portfolio could be exposed to losses if the counterparties to the contracts are unable to meet the terms of the contracts. The Portfolio may also experience losses even when such contracts are used for hedging purposes. The Portfolio’s maximum potential loss from such contracts is the aggregate face value in U.S. dollars at the time the contract was opened.

Futures Contracts - The Portfolio may buy and sell futures contracts as a hedge, to maintain investment exposure to a target asset class or to enhance return. The Portfolio may be subject to fluctuations in equity prices, interest rates, commodity prices, and foreign currency exchange rates in the normal course of pursuing its investment objective. Futures contracts are standardized agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other asset. The Portfolio must deposit an amount (“initial margin”) equal to a certain percentage of the face value of the futures contract. The initial margin may be in the form of cash or securities, which is returned when the Portfolio’s obligations under the contract have been satisfied. If cash is deposited as the initial margin, it is shown as cash collateral on the Statement of Assets and Liabilities. Futures

 

MSF-45


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

contracts are marked-to-market daily, and subsequent payments (“variation margin”) are made or received by the Portfolio depending on whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities and as a component of net change in unrealized appreciation/depreciation on the Statement of Operations. When the contract is closed or expires, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Risks of entering into futures contracts (and related options) include the possibility that the market for these instruments may be illiquid and that a change in the value of the contract or option may not correlate perfectly with changes in the value of the underlying instrument. If futures contracts are exchange-traded, the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures contracts against default. For OTC futures, the Portfolio’s ability to terminate the positions may be more limited than in the case of exchange-traded positions and may also involve the risk that securities dealers participating in such transactions would fail to meet their obligations to the Portfolio.

Options Contracts - An option contract purchased by the Portfolio gives the Portfolio the right, but not the obligation, to buy (call) or sell (put) an underlying instrument at a fixed exercise price during a specified period. Call options written by the Portfolio give the holder the right to buy the underlying instrument from the Portfolio at a fixed exercise price; put options written by the Portfolio give the holder the right to sell the underlying instrument to the Portfolio at a fixed exercise price.

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain investment exposure to a target asset class or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options used to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond perfectly to the change in value of the hedged instruments. The Portfolio also bears the risk of an unfavorable change in the value of the underlying instrument or the risk that the Portfolio may not be able to enter into a closing transaction due to an illiquid market. The Portfolio’s maximum risk of loss from counterparty credit risk, as opposed to investment and other types of risk, in respect of purchased options is typically the premium initially paid for the option plus any unrealized gains.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option is worthless when it expires and the premium paid for the option is considered a realized loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying instrument increases and the option is exercised, requiring the Portfolio to sell the underlying instrument at a price below its market value. When the Portfolio writes a call option on a security it does not own, its exposure on such an option is theoretically unlimited. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying instrument decreases and the option is exercised, requiring the Portfolio to purchase the underlying instrument at a price above its market value. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market for the option.

Purchases of put and call options are recorded as investments, the value of which are marked-to-market daily. When the Portfolio enters into a closing sale transaction, the Portfolio will realize a gain or loss depending on whether the sales proceeds from the closing sale transaction are greater or less than the premium initially paid for the option. When the Portfolio exercises a put option, it will realize a gain or loss from the sale of the underlying instrument and the proceeds from such sale will be decreased by the premium originally paid for the put option. When the Portfolio exercises a call option, the cost of the security which the Portfolio purchases upon exercise will be increased by the premium originally paid for the call option.

The premium received by the Portfolio for a written option is recorded as an asset and an equivalent liability. The liability is subsequently marked to market to reflect the current value of the option written. When a written option expires without being exercised or the Portfolio enters into a closing purchase transaction, the Portfolio realizes a gain (or loss if the cost of the closing purchase transaction exceeds the premium received when the option was sold) without regard to any unrealized gain or loss on the underlying instrument and the liability related to such option is eliminated. When a written call option is exercised, the Portfolio realizes a gain or loss, as adjusted for the premium received, from the sale of the underlying instrument. When a written put option is exercised, the premium received by the Portfolio is offset against the amount paid for the purchase of the underlying instrument.

The purpose of inflation-capped options is to protect the buyer from inflation, above a specified rate, eroding the value of investments in inflation-linked products with a given notional exposure. Inflation-capped options are used to give downside protection to investments in inflation-linked products by establishing a floor on the value of such products.

Options on swaps (“swaptions”) are similar to options on securities except that instead of selling or purchasing the right to buy or sell a security, the writer or purchaser of the swaptions is granting or buying the right to enter into a previously agreed upon interest rate or credit default swap agreement (interest rate risk and/or credit risk) at any time before the expiration of the option.

Swap Agreements - The Portfolio may enter into swap agreements in which the Portfolio and a counterparty agree to either make periodic net payments on a specified notional amount or net payment upon termination. Swap agreements are either privately negotiated in the OTC market (“OTC swaps”) or executed in a multilateral or other trade facility platform, such as a registered commodities exchange

 

MSF-46


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

(“centrally-cleared swaps”). The Portfolio may enter into swap agreements for the purposes of managing exposure to interest rate, credit or market risk, or for other purposes. In connection with these agreements, securities or cash may be paid or received, as applicable, by the Portfolio as collateral or margin in accordance with the terms of the respective swap agreements to provide assets of value and recourse in the event of default or bankruptcy/insolvency. Securities posted by the Portfolio as collateral for swap contracts are identified in the Schedule of Investments and restricted cash, if any, is reflected on the Statement of Assets and Liabilities.

Centrally Cleared Swaps: Clearinghouses currently offer clearing derivative transactions which include interest rate and credit derivatives. In a cleared derivative transaction, a Portfolio typically enters into the transaction with a financial institution counterparty, and performance of the transaction is effectively guaranteed by a central clearinghouse, thereby reducing or eliminating the Portfolio’s exposure to the credit risk of the original counterparty. The Portfolio typically will be required to post specified levels of margin with the clearinghouse or at the instruction of the clearinghouse; the margin required by a clearinghouse may be greater than the margin the Portfolio would be required to post in an uncleared derivative transaction.

Swap agreements are marked-to-market daily. The fair value of an OTC swap is reflected on the Statement of Assets and Liabilities. The changes in value, if any, are reflected as a component of net change in unrealized appreciation/depreciation on the Statement of Operations. Daily changes in valuation of centrally cleared swaps, if any, are recorded as a receivable or payable for variation margin on the Statement of Assets and Liabilities and as a component of unrealized appreciation/depreciation on the Statement of Operations. Upfront payments paid or received upon entering into the swap agreement compensate for differences between the stated terms of the swap agreement and prevailing market conditions (such as credit spreads, currency exchange rates, interest rates, and other relevant factors). Upon termination or maturity of the swap, upfront premiums are recorded as realized gains or losses on the Statement of Operations. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss on the Statement of Operations. Net periodic payments received or paid by the Portfolio are included as part of realized gains or losses on the Statement of Operations.

Swap transactions involve, to varying degrees, elements of interest rate, credit, and market risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform, or that there may be unfavorable changes in market conditions or interest rates. In addition, entering into swap agreements involves documentation risk resulting from the possibility that the parties to a swap agreement may disagree as to the meaning of contractual terms in the agreement. The Portfolio may enter into swap transactions with counterparties in accordance with guidelines established by the Board. These guidelines provide for a minimum credit rating for each counterparty and various credit enhancement techniques (for example, collateralization of amounts due from counterparties) to limit exposure to counterparties that have lower credit ratings. A Portfolio’s maximum risk of loss from counterparty credit risk is the discounted value of the net cash flows to be received from the counterparty over the contract’s remaining life, to the extent that amount is positive, or the fair value of the contract. The risk may be mitigated by having a master netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to cover the Portfolio’s exposure to the counterparty. Counterparty risk related to centrally-cleared swaps is mitigated due to the protection against defaults provided by the exchange on which these contracts trade.

Credit Default Swaps: The Portfolio is subject to credit risk in the normal course of pursuing its investment objectives. The Portfolio may enter into credit default swaps to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults of corporate and/or sovereign issuers, or to create exposure to corporate and/or sovereign issuers to which they are not otherwise exposed. Credit default swaps involve one party making a stream of payments (referred to as the buyer of protection) to another party (the seller of protection) in exchange for the right to receive a specified return if a credit event occurs for the referenced entity, obligation or index. A credit event is defined under the terms of each swap agreement and may include, but is not limited to, underlying entity default, bankruptcy, write-down, principal shortfall or interest shortfall. As the seller of protection, if an underlying credit event occurs, the Portfolio will either pay the buyer an amount equal to the notional amount of the swap and take delivery of the referenced obligation (or underlying securities comprising the referenced index), or pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation (or underlying securities comprising the referenced index). In return, the Portfolio would receive from the counterparty an upfront or periodic stream of payments throughout the life of the credit default swap agreement provided that no credit event has occurred. As the seller of protection, the Portfolio will effectively add leverage to its portfolio because, in addition to its total net assets, the Portfolio would be subject to investment exposure on the notional amount of the credit default swap.

The Portfolio may also purchase credit default swap contracts in order to hedge against the risk of default of debt securities held in its portfolio. This would involve the risk that the investment may be worthless when it expires and would only generate income in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial instability). It would also involve credit risk, whereby the seller may fail to satisfy its payment obligations to the Portfolio in the event of a default. As the buyer of protection, if an underlying credit event occurs, the Portfolio will either receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation (or underlying securities comprising the referenced index), or receive a net settlement amount in the form of cash or securities equal to the notional amount of

 

MSF-47


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

the swap less the recovery value of the referenced obligation (or underlying securities comprising the referenced index). If no credit event occurs and the Portfolio is a buyer of protection, the Portfolio will typically recover nothing under the credit default swap agreement, but it will have had to pay the required upfront payment or stream of continuing payments under the credit default swap agreement. Recovery values are at times established through the credit event auction process in which market participants are ensured that a transparent price has been set for the defaulted obligation.

Credit default swap agreements on credit indices involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising the credit index. A credit index is a basket of credit instruments or exposures designed to be representative of some part of the credit market as a whole. An index credit default swap references all the names in the index, and if there is a credit event involving an entity in the index, the credit event is settled based on that entity’s weight in the index. A Portfolio may use credit default swaps on credit indices as a hedge for credit default swaps or bonds held in the portfolio, which is less expensive than it would be to buy many individual credit default swaps to achieve similar effect. Credit default swaps on indices are benchmarks for protecting investors owning bonds against default, and may be used to speculate on changes in credit quality.

Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on a credit index or corporate or sovereign issuer, serve as some indication of the status of the payment/performance risk and the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity or index also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the agreement. Wider credit spreads generally represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the particular swap agreement. When no implied credit spread is available for a credit default swap, the current unrealized appreciation/depreciation on the position may be used as an indicator of the current status of the payment/performance risk.

The maximum potential amount of future payments (undiscounted) that the Portfolio as a seller of protection could be required to make under a credit default swap agreement would be an amount equal to the notional amount of the agreement. Notional amounts of all credit default swap agreements outstanding as of December 31, 2016, for which the Portfolio is the seller of protection, are disclosed in the Schedule of Investments. These potential amounts would be partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreement or net amounts received from the settlement of buy protection credit default swap agreements entered into by the Portfolio for the same referenced entity or entities.

Interest Rate Swaps: The Portfolio may enter into interest rate swaps to manage its exposure to interest rates or to protect against currency fluctuations, to adjust the interest rate sensitivity (duration), to preserve a return or spread on a particular investment, or otherwise as a substitute for a direct investment in debt securities. The Portfolio is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Portfolio holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Portfolio may enter into interest rate swap agreements. Interest rate swaps are agreements in which one party pays a stream of interest payments, either fixed or floating rate, for another party’s stream of interest payments, either fixed or floating, on the same notional amount for a specified period of time. Other forms of interest rate swap agreements may include: (1) interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap”; (2) interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or “floor”; and (3) interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels. The Portfolio’s maximum risk of loss from counterparty credit risk, as opposed to investment and other types of risk, in respect of interest rate swaps is typically the discounted net value of the cash flows to be received from the counterparty over the contract’s remaining life, to the extent that amount is positive.

Spreadlock Swap Contracts - The Portfolio may invest in spreadlock swap contracts. These contracts involve commitments to pay or receive a settlement amount calculated as the spread difference between two interest rate curves and a fixed spread at a specific forward date determined at the beginning of the contract. Settlement amounts paid or received are recorded as a realized gain or loss on the Statements of Operations at the determination date.

The following table summarizes the fair value of derivatives held by the Portfolio at December 31, 2016 by category of risk exposure:

 

    

Asset Derivatives

    

Liability Derivatives

 

Risk Exposure

  

Statement of Assets &
Liabilities Location

   Fair
Value
    

Statement of Assets &
Liabilities Location

   Fair
Value
 

Interest Rate

   OTC swap contracts at market value (a)    $ 413,635      OTC swap contracts at market value (a)    $ 2,077  
   Unrealized appreciation on centrally cleared swap contracts (b) (c)      330,941        
   Unrealized appreciation on futures contracts (b) (d)      143,107      Unrealized depreciation on futures contracts (b) (d)      204,415  

 

MSF-48


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

    

Asset Derivatives

    

Liability Derivatives

 

Risk Exposure

  

Statement of Assets &
Liabilities Location

   Fair Value     

Statement of Assets &
Liabilities Location

   Fair Value  

Credit

   OTC swap contracts at market value (a)    $ 1,306,319      OTC swap contracts at market value (a)    $ 2,246,974  
   Unrealized appreciation on centrally cleared swap contracts (b) (c)      102,567      Unrealized depreciation on centrally cleared swap contracts (b) (c)      309,751  

Equity

         Unrealized depreciation on futures contracts (b) (d)      52,573  

Foreign Exchange

   Investments at market value (e)      3,286        
   Unrealized appreciation on forward foreign currency exchange contracts      408,343      Unrealized depreciation on forward foreign currency exchange contracts      286,937  
     

 

 

       

 

 

 
Total       $ 2,708,198         $ 3,102,727  
     

 

 

       

 

 

 

 

  (a) Excludes OTC swap interest receivable of $16,031 and OTC swap interest payable of $4,970.
  (b) Financial instrument not subject to a master netting agreement.
  (c) Represents the unrealized appreciation/depreciation of centrally cleared swaps as reported in the Schedule of Investments. Only the variation margin is reported within the Statement of Assets and Liabilities.
  (d) Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments. Only the current day’s variation margin is reported within the Statement of Assets and Liabilities.
  (e) Represents purchased options which are part of investments at value as shown in the Statement of Assets and Liabilities.

The Portfolio is required to disclose the impact of offsetting assets and liabilities represented in the Statement of Assets and Liabilities to enable users of the financial statements to evaluate the effect or potential effect of netting arrangements on its financial position for recognized assets and liabilities.

The following table presents the Portfolio’s derivative assets by counterparty net of amounts available for offset under a master netting agreement (“MNA”) (see Note 4), or similar agreement, and net of the related collateral received by the Portfolio as of December 31, 2016.

 

Counterparty

     Derivative Assets
subject to an MNA
by Counterparty
       Financial
Instruments
available for offset
     Collateral
Received†
     Net
Amount*
 

Bank of America N.A.

     $ 509,513        $ (116,034    $ (330,000    $ 63,479  

BNP Paribas S.A.

       33,391                        33,391  

Citibank N.A.

       169,408          (20,132             149,276  

Credit Suisse International

       523,649          (523,649              

Deutsche Bank AG

       41,203          (739             40,464  

Goldman Sachs International

       100,859          (100,859              

JPMorgan Chase Bank N.A.

       284,300                 (260,000      24,300  

Morgan Stanley & Co. International plc

       395,751          (395,751              

National Australia Bank, Ltd.

       275                        275  

State Street Bank and Trust

       73,234          (73,234              
    

 

 

      

 

 

    

 

 

    

 

 

 
     $ 2,131,583        $ (1,230,398    $ (590,000    $ 311,185  
    

 

 

      

 

 

    

 

 

    

 

 

 

The following table presents the Portfolio’s derivative liabilities by counterparty net of amounts available for offset under an MNA, or similar agreement, and net of the related collateral pledged by the Portfolio as of December 31, 2016.

 

Counterparty

     Derivative Liabilities
subject to an MNA
by Counterparty
       Financial
Instruments
available for offset
     Collateral
Pledged†
     Net
Amount**
 

Bank of America N.A.

     $ 116,034        $ (116,034    $      $  

Barclays Bank plc

       338,838                 (258,940      79,898  

Citibank N.A.

       20,132          (20,132              

Credit Suisse International

       644,987          (523,649      (121,338       

Deutsche Bank AG

       739          (739              

Goldman Sachs International

       670,825          (100,859      (517,513      52,453  

Morgan Stanley & Co. International plc

       611,762          (395,751      (216,011       

State Street Bank and Trust

       108,289          (73,234             35,055  

UBS AG

       24,382                        24,382  
    

 

 

      

 

 

    

 

 

    

 

 

 
     $ 2,535,988        $ (1,230,398    $ (1,113,802    $ 191,788  
    

 

 

      

 

 

    

 

 

    

 

 

 

 

  * Net amount represents the net amount receivable from the counterparty in the event of default.
  ** Net amount represents the net amount payable due to the counterparty in the event of default.
  In some instances, the actual collateral received and/or pledged may be more than the amount shown here due to overcollateralization.

 

MSF-49


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

The following tables summarize the effect of derivative instruments on the Statement of Operations, classified by derivative type and category of risk exposure, for the year ended December 31, 2016:

 

Statement of Operations Location—Net Realized Gain (Loss)

   Interest Rate     Credit     Equity      Foreign
Exchange
    Total  

Investments (a)

   $ (802   $     $      $ (34,103   $ (34,905

Forward foreign currency transactions

                        (696,157     (696,157

Futures contracts

     (13,853           773,551              759,698  

Swap contracts

     312,233       (4,996,711                  (4,684,478

Written options

           637,113              67,889       705,002  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
   $ 297,578     $ (4,359,598   $ 773,551      $ (662,371   $ (3,950,840
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Statement of Operations Location—Net Change in Unrealized
Appreciation (Depreciation)

   Interest Rate     Credit     Equity      Foreign
Exchange
    Total  

Investments (a)

   $     $     $      $ (20,746   $ (20,746

Forward foreign currency transactions

                        36,766       36,766  

Futures contracts

     (192,886           102,174              (90,712

Swap contracts

     724,545       649,665                    1,374,210  

Written options

           (288                  (288
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
   $ 531,659     $ 649,377     $ 102,174      $ 16,020     $ 1,299,230  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

For the year ended December 31, 2016, the average notional par or face amount outstanding for each derivative type was as follows:

 

Derivative Description

   Average
Notional Par or
Face Amount‡
 

Investments (a)

   $ 4,718,812  

Forward foreign currency transactions

     29,713,874  

Futures contracts long

     102,604,321  

Futures contracts short

     (64,421,835

Swap contracts

     141,674,922  

Written options

     77,380,667  

 

  Averages are based on activity levels during the year.
  (a) Represents purchased options which are part of net realized gain (loss) on investments and net change in unrealized appreciation (depreciation) on investments as shown in the Statement of Operations.

Written Options

The Portfolio transactions in written options during the year ended December 31, 2016:

 

Call Options

   Notional
Amount
     Premium
Received
 

Options outstanding December 31, 2015

     13,365,000      $ 39,761  

Options written

     227,468,000        703,396  

Options exercised

     (149,254,000      (474,566

Options expired

     (91,579,000      (268,591
  

 

 

    

 

 

 

Options outstanding December 31, 2016

          $  
  

 

 

    

 

 

 

Put Options

   Notional
Amount
     Premium
Received
 

Options outstanding December 31, 2015

     13,370,000      $ 26,406  

Options written

     256,548,000        737,721  

Options bought back

     (2,679,000      (74,289

Options exercised

     (100,376,000      (260,193

Options expired

     (166,863,000      (429,645
  

 

 

    

 

 

 

Options outstanding December 31, 2016

          $  
  

 

 

    

 

 

 

 

MSF-50


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

4. Certain Risks

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels. Collateral requirements may differ by type of derivative or investment, as applicable. Collateral or margin requirements are set by the broker or exchange clearing house for exchange-traded derivatives (e.g., futures contracts and exchange-traded options), while collateral terms are contract specific for OTC traded derivatives (e.g., forward foreign currency exchange contracts, swap agreements and OTC options).

For derivatives traded under an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar master agreement, the collateral requirements are netted across all transactions traded under such agreement and one amount is posted from one party to the other to collateralize such obligations. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a certain deterioration in the credit quality of the other party. The ISDA Master Agreement gives the Portfolio the right, upon an event of default by the applicable counterparty or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the Portfolio’s credit risk to such counterparty equal to any amounts payable by the Portfolio under the applicable transactions, if any. However, absent an event of default by the counterparty or a termination of the agreement, the ISDA Master Agreement does not result in an offset of reported amounts of assets and liabilities in the Statement of Assets and Liabilities across transactions between the Portfolio and the applicable counterparty. The enforceability of the right to offset may vary by jurisdiction. Cash collateral that has been pledged to cover obligations of the Portfolio under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral, if any, for the same purpose are noted in the Schedule of Investments.

Master Securities Forward Transaction Agreements (“MSFTA”) govern the considerations and factors surrounding the settlement of certain forward settling transactions, such as TBA securities and delayed-delivery or secured borrowings transactions by and between the Portfolio and select counterparties. The MSFTA maintain provisions for, among other things, initiation and confirmation, payment and transfer, events of default, termination, and maintenance of collateral.

Customer Account Agreements and related addenda govern cleared derivatives transactions such as futures, options on futures, and cleared OTC derivatives. Cleared derivative transactions require posting of initial margin as determined by each relevant clearing agency, which is segregated at a broker account registered with the Commodities Futures Trading Commission (“CFTC”), or the applicable regulator. In the U.S., counterparty risk is significantly reduced as creditors of the futures broker do not have claim to Portfolio assets in the segregated account. Additionally, portability of exposure in the event of default further reduces risk to the Portfolio. Variation margin, or changes in market value, are exchanged daily, but may not be netted between futures and cleared OTC derivatives.

Foreign Investment Risk: The investments by the Portfolio in foreign securities may involve risks not present in domestic investments. Because securities may be denominated in foreign currencies, may require settlement in foreign currencies and may pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Portfolio. Foreign investments may also subject the Portfolio to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which could affect the market and/or credit risk of the investments. In addition to the risks described above, risks may arise from forward foreign currency contracts with respect to the potential inability of counterparties to meet the terms of their contracts.

 

MSF-51


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

5. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, including mortgage dollar roll and TBA transactions but excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$4,731,074,569    $ 623,819,089      $ 4,714,576,009      $ 724,176,067  

Purchases and sales of mortgage dollar rolls and TBA transactions for the year ended December 31, 2016 were as follows:

 

Purchases

   Sales  
$4,653,220,686    $ 4,641,531,147  

6. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$5,701,599      0.500   Of the first $500 million
     0.450   Of the next $500 million
     0.400   On amounts in excess of $1 billion

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. Wellington Management Company LLP is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Management Fee Waiver - Pursuant to a management fee waiver agreement, the Adviser has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum reduction

   Average Daily Net Assets
0.020%    On the first $500 million

Any reductions in total advisory fees paid by the Portfolio due to these waivers may be reduced or eliminated by changes in the advisory fee structure at higher asset levels. MetLife Advisers will receive advisory fees equal to 0.480% of the Portfolio’s average daily net assets for amounts over $500 million but less than $750 million (0.030% over the contractual advisory fee rate) and 0.460% for amounts over $750 million but less than $1 billion (0.010% over the contractual advisory fee rate). As a result, the dollar amount of the waiver will be reduced as assets grow beyond $500 million up to $1 billion, but the advisory fee net of waivers will never exceed the contractual dollar amount that would otherwise be payable under the advisory fee. An identical agreement was in place for the period May 1, 2015 to April 30, 2016.

The Subadviser has voluntarily agreed to waive a portion of its subadvisory fees payable by the Adviser to the Subadviser for managing the Portfolio. In addition to the above advisory fee agreement, the Adviser has agreed to reduce its advisory fee reflecting a portion of the amount waived by the Subadviser for managing the Portfolio pursuant to the voluntary subadvisory fee waiver. $370,083 was waived in the aggregate for the year ended December 31, 2016 and is reflected in the total amount shown as a management fee waiver in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of the Adviser; however, such officers and trustees receive no compensation from the Trust.

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

 

MSF-52


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B and E Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E Shares. Under the Distribution and Service Plan, the Class B and E Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E Shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares and 0.15% per year for Class E Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an active employee of MetLife or its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

7. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

8. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$33,838,553    $ 68,197,869      $ 57,379,727      $ 179,918,284      $ 91,218,280      $ 248,116,153  

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
     Total  
$30,599,124    $ 24,234,514      $ 75,456,409      $      $ 130,290,047  

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

9. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-53


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Met/Wellington Balanced Portfolio (formerly, WMC Balanced Portfolio) and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Met/Wellington Balanced Portfolio (formerly, WMC Balanced Portfolio) (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian, brokers, and agent banks; when replies were not received from brokers and agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Met/Wellington Balanced Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

/s/ Deloitte & Touche LLP

 

Boston, Massachusetts

February 24, 2017

 

MSF-54


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-55


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and
MSF) to
present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-56


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST) to
present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF) to
present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF) to
present
   Vice President, MetLife, Inc. (2013- present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST) to
present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-57


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-58


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee

 

MSF-59


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

* * *

Met/Wellington Balance Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and Wellington Management Company LLP regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe and its Lipper Index for the one-, three-, and five-year periods ended June 30, 2016. The Board further considered that the Portfolio outperformed its blended benchmark, the S&P 500 Index (60%) & Barclays U.S. Aggregate Bond Index (40%), for the three- and five-year periods ended October 31, 2016, and underperformed its blended benchmark for the one-year period ended October 31, 2016. In addition, the Board noted that the Sub-Adviser did not manage the Portfolio for all of the periods referenced.

The Board also considered that the Portfolio’s actual management fee and total expenses (exclusive of 12b-l fees) were below the Expense Group median, Expense Universe median, and Sub-advised Expense Universe median. The Board noted that the Portfolio’s contractual management fees were below the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also noted that the Portfolio’s contractual sub-advisory fees were below the averages of the Sub-advised Expense Group and the Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-60


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-61


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-62


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-63


Metropolitan Series Fund

Met/Wellington Balanced Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-64


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Managed by Wellington Management Company LLP

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, and E shares of the Met/Wellington Core Equity Opportunities Portfolio returned 7.34%, 7.06%, and 7.15%, respectively. The Portfolio’s benchmark, the Russell 1000 Index1, returned 12.05%.

MARKET ENVIRONMENT / CONDITIONS

U.S. equities rose over the period, as measured by the S&P 500 Index, notwithstanding significant volatility during the year. Early in the first quarter of 2016, stocks plunged and moved in virtual lockstep with the price of oil as fears of a recession and weakness in China weighed on investors’ minds. However, equities surged in late February and March as solid economic data, a stabilization in oil prices, and accommodative commentary from the Federal Reserve (the “Fed”) helped to calm the market’s early year jitters. A better-than-feared U.S. corporate earnings season in the second quarter and an encouraging economic backdrop helped sustain the rally. At its June meeting, the Fed left rates unchanged and reduced its U.S. growth and long-run policy rate forecasts, citing mixed U.S. economic data and uncertainty about global economic and financial developments. After plunging in the two trading days following the U.K. referendum vote to leave the European Union (“Brexit”), U.S. stocks staged an impressive comeback in the days following.

U.S. equities continued to climb in July, following a solid start to the corporate earnings season and encouraging housing and employment data releases. Stocks were essentially flat in August and September as investors remained focused on the Fed’s actions, specifically on the timing of the next rate hike. A confluence of worries contributed to increased volatility during September, including uncertainty surrounding the U.S. presidential election, tepid economic data, and valuation concerns. Stocks rose following Donald Trump’s victory on hopes of increased fiscal stimulus, reduced regulatory restrictions, and lower corporate taxes. Economic data released during the fourth quarter was generally encouraging, as third quarter Gross Domestic Product growth was revised slightly higher and the U.S. housing market continued to display healthy trends. In December, the Fed raised rates by 0.25%, a well-telegraphed move and only the second hike in the last decade.

Returns for the year varied noticeably by market-cap, as small- and mid-cap stocks, as measured by the Russell 2000 Index and S&P MidCap 400 Index, outperformed large-cap stocks, as measured by the S&P 500 Index.

PORTFOLIO REVIEW / PERIOD END POSITIONING

The Portfolio lagged its benchmark for the period ended December 31, 2016. Weak stock selection within the Consumer Discretionary, Consumer Staples, and Financials sectors detracted most from relative performance but was partially offset by stronger stock selection in the Health Care, Industrials, and Information Technology sectors. Sector positioning, a result of the bottom-up stock selection process, was also negative; driven largely by the Portfolio’s underweight allocations to the Energy, Financials, and Telecommunication Services sectors, and overweight allocations to the Consumer Staples and Health Care sectors.

The Portfolio’s exposure to NIKE and Cardinal Health detracted most from relative performance. NIKE is a provider of athletic footwear, apparel, equipment, and accessories. While the stock underperformed in 2016, we think the concerns of many investors (increased competition and unpredictable macro-environment) were temporary and it offered us a chance to buy an excellent business at an attractive price. The company’s growth appears healthy in our view and we used the weakness in the stock to add to our position over the period. NIKE has a new manufacturing process (Flyknit) that is a much more flexible and cheaper manufacturing process, which we believe, have positive implications for margins. The company is also selling a lot more through their own channel (Direct-to-Consumer), a higher margin outlet relative to other distribution channels. Shares of Cardinal Health, a U.S.-based distributor of pharmaceuticals, fell as investors worried about a slowdown in generic pricing.

The Portfolio’s holdings in Union Pacific, UnitedHealth Group, and PNC Financial were among the top relative contributors during the period. Our avoidance of benchmark constituents Allergan and Gilead Sciences in the Health Care sector also aided relative results. Union Pacific, which operates North America’s premier railroad franchise, modestly beat earnings expectations and also management believes volumes should accelerate in the coming year. At period end, we continued to favor this stock as we believe it is among the most efficient and well run operators, with less exposure to eastern coal and with more diversified and longer-haul routes.

 

MSF-1


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Managed by Wellington Management Company LLP

Portfolio Manager Commentary*—(Continued)

 

As of December 31, 2016, the Portfolio was most overweight the Consumer Staples, Industrials, and Health Care sectors, and most underweight the Information Technology, Financials, and Energy sectors.

Donald J. Kilbride

Portfolio Manager

Wellington Management Company LLP

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-2


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE RUSSELL 1000 INDEX & THE S&P 500 INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
Met/Wellington Core Equity Opportunities Portfolio                 

Class A

       7.34          12.91          5.14  

Class B

       7.06          12.63          4.88  

Class E

       7.15          12.74          4.98  
Russell 1000 Index        12.05          14.69          7.08  

1 The Russell 1000 Index is an unmanaged measure of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 90% of the investable U.S. equity market.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 
NIKE, Inc. - Class B      3.7  
Costco Wholesale Corp.      3.7  
Microsoft Corp.      3.6  
United Parcel Service, Inc. - Class B      2.9  
Chubb, Ltd.      2.8  
Automatic Data Processing, Inc.      2.7  
Cardinal Health, Inc.      2.6  
Coca-Cola Co. (The)      2.5  
Visa, Inc. - Class A      2.5  
Medtronic plc      2.5  

Top Sectors

 

     % of
Net Assets
 
Consumer Staples      18.0  
Industrials      17.0  
Health Care      16.8  
Consumer Discretionary      13.3  
Information Technology      11.2  
Financials      10.6  
Energy      4.1  
Real Estate      3.9  
Materials      3.4  

 

MSF-3


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

Met/Wellington Core Equity Opportunities Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.58    $ 1,000.00         $ 1,016.70         $ 2.94   
   Hypothetical*      0.58    $ 1,000.00         $ 1,022.22         $ 2.95   

Class B(a)

   Actual      0.83    $ 1,000.00         $ 1,015.10         $ 4.20   
   Hypothetical*      0.83    $ 1,000.00         $ 1,020.96         $ 4.22   

Class E(a)

   Actual      0.73    $ 1,000.00         $ 1,015.80         $ 3.70   
   Hypothetical*      0.73    $ 1,000.00         $ 1,021.47         $ 3.71   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 5 of the Notes to Financial Statements.

 

MSF-4


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—98.3% of Net Assets

 

Security Description   Shares     Value  
Aerospace & Defense—6.9%  

General Dynamics Corp.

    282,613      $ 48,795,961   

Lockheed Martin Corp. (a)

    361,766        90,419,794   

Northrop Grumman Corp.

    244,222        56,801,153   

United Technologies Corp.

    736,828        80,771,085   
   

 

 

 
      276,787,993   
   

 

 

 
Air Freight & Logistics—2.9%  

United Parcel Service, Inc. - Class B

    1,022,446        117,213,209   
   

 

 

 
Banks—2.4%  

PNC Financial Services Group, Inc. (The) (a)

    808,858        94,604,032   
   

 

 

 
Beverages—6.9%  

Coca-Cola Co. (The)

    2,454,581        101,766,928   

Diageo plc

    3,178,414        82,229,049   

PepsiCo, Inc.

    884,974        92,594,830   
   

 

 

 
      276,590,807   
   

 

 

 
Biotechnology—1.8%  

Amgen, Inc.

    499,464        73,026,631   
   

 

 

 
Capital Markets—1.5%  

BlackRock, Inc.

    160,284        60,994,473   
   

 

 

 
Chemicals—3.4%  

Ecolab, Inc. (a)

    514,550        60,315,551   

Praxair, Inc.

    660,406        77,392,979   
   

 

 

 
      137,708,530   
   

 

 

 
Consumer Finance—1.8%  

American Express Co. (a)

    956,316        70,843,889   
   

 

 

 
Energy Equipment & Services—2.0%  

Schlumberger, Ltd.

    953,344        80,033,229   
   

 

 

 
Equity Real Estate Investment Trusts—3.9%  

American Tower Corp. (a)

    594,178        62,792,731   

Public Storage (a)

    410,635        91,776,923   
   

 

 

 
      154,569,654   
   

 

 

 
Food & Staples Retailing—7.4%  

Costco Wholesale Corp. (a)

    926,752        148,382,263   

CVS Health Corp.

    874,420        69,000,482   

Walgreens Boots Alliance, Inc. (a)

    949,952        78,618,028   
   

 

 

 
      296,000,773   
   

 

 

 
Health Care Equipment & Supplies—2.5%  

Medtronic plc

    1,399,169        99,662,808   
   

 

 

 
Health Care Providers & Services—7.0%  

Cardinal Health, Inc.

    1,449,353        104,309,935   

McKesson Corp.

    594,369        83,479,126   

UnitedHealth Group, Inc.

    572,672        91,650,427   
   

 

 

 
      279,439,488   
   

 

 

 
Hotels, Restaurants & Leisure—2.0%  

McDonald’s Corp.

    672,992      81,916,586   
   

 

 

 
Household Products—3.7%  

Colgate-Palmolive Co.

    1,507,267        98,635,552   

Procter & Gamble Co. (The)

    576,335        48,458,247   
   

 

 

 
      147,093,799   
   

 

 

 
Industrial Conglomerates—2.3%  

Honeywell International, Inc.

    781,523        90,539,440   
   

 

 

 
Insurance—5.0%  

Chubb, Ltd.

    842,857        111,358,267   

Marsh & McLennan Cos., Inc.

    1,308,773        88,459,967   
   

 

 

 
      199,818,234   
   

 

 

 
IT Services—7.6%  

Accenture plc - Class A (a)

    834,800        97,780,124   

Automatic Data Processing, Inc.

    1,040,478        106,940,329   

Visa, Inc. - Class A

    1,290,512        100,685,746   
   

 

 

 
      305,406,199   
   

 

 

 
Media—1.5%  

Walt Disney Co. (The) (a)

    595,008        62,011,734   
   

 

 

 
Oil, Gas & Consumable Fuels—2.1%  

Exxon Mobil Corp.

    913,990        82,496,737   
   

 

 

 
Pharmaceuticals—5.5%  

Johnson & Johnson (a)

    730,579        84,170,007   

Merck & Co., Inc. (a)

    1,526,245        89,850,043   

Roche Holding AG

    200,772        45,746,544   
   

 

 

 
      219,766,594   
   

 

 

 
Road & Rail—4.9%  

Canadian National Railway Co.

    1,468,784        98,848,786   

Union Pacific Corp. (a)

    955,092        99,023,938   
   

 

 

 
      197,872,724   
   

 

 

 
Software—3.6%  

Microsoft Corp.

    2,321,109        144,233,713   
   

 

 

 
Specialty Retail—4.3%  

Lowe’s Cos., Inc.

    1,075,848        76,514,310   

TJX Cos., Inc. (The)

    1,291,009        96,993,506   
   

 

 

 
      173,507,816   
   

 

 

 
Textiles, Apparel & Luxury Goods—5.4%  

NIKE, Inc. - Class B (a)

    2,927,784        148,819,261   

VF Corp. (a)

    1,250,823        66,731,407   
   

 

 

 
      215,550,668   
   

 

 

 

Total Common Stocks
(Cost $3,511,933,117)

      3,937,689,760   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Escrow Shares—0.0%

 

Security Description   Shares/
Principal
Amount*
    Value  
Forest Products & Paper—0.0%  

Sino-Forest Corp. (b)
(Cost $0)

    5,844,000     $ 0  
   

 

 

 
Short-Term Investment—1.6%  
Repurchase Agreement—1.6%  

Fixed Income Clearing Corp.
Repurchase Agreement dated 12/30/16 at 0.030% to be repurchased at $64,292,542 on 01/03/17, collateralized by $52,695,000 U.S. Treasury Bond at 8.500% due 02/15/20 with a value of $65,580,508.

    64,292,328       64,292,328  
   

 

 

 

Total Short-Term Investments
(Cost $64,292,328)

      64,292,328  
   

 

 

 
Securities Lending Reinvestments (c)—3.1%  
Certificates of Deposit—0.7%  

Bank of Tokyo UFJ Ltd., New York
1.300%, 04/21/17

    2,004,529       2,001,108  

Chiba Bank, Ltd., New York
0.920%, 02/03/17

    2,000,000       2,000,222  

Credit Suisse AG New York
1.364%, 05/12/17 (d)

    4,500,000       4,500,468  

Mitsubishi UFJ Trust and Banking Corp.
1.217%, 06/01/17 (d)

    2,999,629       2,999,946  

Mizuho Bank, Ltd., New York
1.336%, 05/17/17

    5,000,000       4,999,520  

National Bank of Canada
0.650%, 01/06/17

    3,000,000       3,000,120  

Natixis New York
0.900%, 02/17/17

    5,000,000       5,000,640  

Sumitomo Bank New York
1.336%, 06/19/17 (d)

    2,000,000       1,999,848  

UBS, Stamford
1.084%, 05/12/17 (d)

    1,500,000       1,499,886  
   

 

 

 
      28,001,758  
   

 

 

 
Commercial Paper—0.5%  

Barton Capital Corp.
0.870%, 01/12/17

    2,998,478       2,999,253  

Erste Abwicklungsanstalt
1.014%, 03/10/17 (d)

    1,000,000       1,000,006  

Macquarie Bank, Ltd.
1.160%, 03/20/17

    3,988,271       3,990,019  

Oversea-Chinese Banking Corp., Ltd.
0.890%, 02/21/17

    997,726       998,672  

Starbird Funding Corp.
1.240%, 06/13/17 (d)

    6,000,000       5,999,514  

United Overseas Bank, Ltd.
0.900%, 02/22/17

    3,990,800       3,994,924  
   

 

 

 
      18,982,388  
   

 

 

 
Security Description  

Principal
Amount*

    Value  
Repurchase Agreements—1.7%  

Citigroup Global Markets Ltd.
Repurchase Agreement dated 12/29/16 at 0.710% to be repurchased at $5,600,552 on 01/03/17, collateralized by $5,648,925 U.S. Treasury and Foreign Obligations with rates ranging from 1.750% - 2.750%, maturity dates ranging from 10/15/19 - 11/15/23, with a value of $5,712,001.

    5,600,000     5,600,000  

Deutsche Bank AG, London
Repurchase Agreement dated 12/30/16 at 0.950% to be repurchased at $2,000,211on 01/03/17, collateralized by $2,041,800 Foreign Obligations with rates ranging from 1.750% - 2.500%, maturity dates ranging from 09/05/19 - 11/20/24, with a value of $2,040,011.

    2,000,000       2,000,000  

Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $12,201,861 on 01/03/17, collateralized by various Common Stock with a value of $13,560,971.

    12,200,000       12,200,000  

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $8,642,057 on 01/03/17, collateralized by $44,471,443 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $8,814,447.

    8,641,615       8,641,615  

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/27/16 at 0.580% to be repurchased at $7,664,226 on 01/03/17, collateralized by $7,581,787 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $7,820,589.

    7,663,362       7,663,362  

Repurchase Agreement dated 12/15/16 at 0.600% to be repurchased at $13,404,913 on 01/06/17, collateralized by $13,257,359 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $13,674,925.

    13,400,000       13,400,000  

Natixis
Repurchase Agreement dated 12/30/16 at 0.600% to be repurchased at $12,000,800 on 01/03/17, collateralized by $21,549,172 U.S. Government Agency and Treasury Obligations with rates ranging from 0.996% - 7.000%, maturity dates ranging from 01/15/20 - 12/01/46, with a value of $12,240,816.

    12,000,000       12,000,000  

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (c)—(Continued)

 

Security Description  

Principal
Amount*

    Value  
Repurchase Agreements—(Continued)  

Natixis
Repurchase Agreement dated 12/27/16 at 0.850% to be repurchased at $5,000,826 on 01/03/17, collateralized by $8,025,347 U.S. Government Agency and Treasury Obligations with rates ranging from 0.000% - 4.672%, maturity dates ranging from 01/31/17 - 09/16/58, with a value of $5,100,627.

    5,000,000     $ 5,000,000  

Pershing LLC
Repurchase Agreement dated 12/30/16 at 0.680% to be repurchased at $4,000,302 on 01/03/17, collateralized by $5,869,458 U.S. Government Agency Obligations with rates ranging from 0.625% - 11.018%, maturity dates ranging from 01/17/17 - 08/20/66, with a value of $4,080,000.

    4,000,000       4,000,000  
   

 

 

 
      70,504,977  
   

 

 

 
Time Deposits—0.2%  

OP Corporate Bank plc
1.200%, 01/23/17

    5,000,000       5,000,000  

Royal Bank of Canada London
0.700%, 01/04/17

    2,000,000       2,000,000  
   

 

 

 
      7,000,000  
   

 

 

 

Total Securities Lending Reinvestments
(Cost $124,486,712)

      124,489,123  
   

 

 

 

Total Investments—103.0%
(Cost $3,700,712,157) (e)

      4,126,471,211  

Other assets and liabilities (net)—(3.0)%

      (120,659,240
   

 

 

 
Net Assets—100.0%     $ 4,005,811,971  
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $121,649,303 and the collateral received consisted of cash in the amount of $124,484,409. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(b) Security was valued in good faith under procedures approved by the Board of Trustees. As of December 31, 2016, this security represents 0.00% of net assets.
(c) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(d) Variable or floating rate security. The stated rate represents the rate at December 31, 2016.
(e) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $3,717,768,620. The aggregate unrealized appreciation and depreciation of investments were $473,402,550 and $(64,699,959), respectively, resulting in net unrealized appreciation of $408,702,591 for federal income tax purposes.

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Fair Value Hierarchy—(Continued)

 

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2     Level 3      Total  
Common Stocks           

Aerospace & Defense

   $ 276,787,993       $ —        $ —         $ 276,787,993   

Air Freight & Logistics

     117,213,209         —          —           117,213,209   

Banks

     94,604,032         —          —           94,604,032   

Beverages

     194,361,758         82,229,049        —           276,590,807   

Biotechnology

     73,026,631         —          —           73,026,631   

Capital Markets

     60,994,473         —          —           60,994,473   

Chemicals

     137,708,530         —          —           137,708,530   

Consumer Finance

     70,843,889         —          —           70,843,889   

Energy Equipment & Services

     80,033,229         —          —           80,033,229   

Equity Real Estate Investment Trusts

     154,569,654         —          —           154,569,654   

Food & Staples Retailing

     296,000,773         —          —           296,000,773   

Health Care Equipment & Supplies

     99,662,808         —          —           99,662,808   

Health Care Providers & Services

     279,439,488         —          —           279,439,488   

Hotels, Restaurants & Leisure

     81,916,586         —          —           81,916,586   

Household Products

     147,093,799         —          —           147,093,799   

Industrial Conglomerates

     90,539,440         —          —           90,539,440   

Insurance

     199,818,234         —          —           199,818,234   

IT Services

     305,406,199         —          —           305,406,199   

Media

     62,011,734         —          —           62,011,734   

Oil, Gas & Consumable Fuels

     82,496,737         —          —           82,496,737   

Pharmaceuticals

     174,020,050         45,746,544        —           219,766,594   

Road & Rail

     197,872,724         —          —           197,872,724   

Software

     144,233,713         —          —           144,233,713   

Specialty Retail

     173,507,816         —          —           173,507,816   

Textiles, Apparel & Luxury Goods

     215,550,668         —          —           215,550,668   

Total Common Stocks

     3,809,714,167         127,975,593        —           3,937,689,760   

Total Escrow Shares*

     —           —          0         0   

Total Short-Term Investment*

     —           64,292,328        —           64,292,328   

Total Securities Lending Reinvestments*

     —           124,489,123        —           124,489,123   

Total Investments

   $ 3,809,714,167       $ 316,757,044      $ 0       $ 4,126,471,211   
                                    

Collateral for Securities Loaned (Liability)

   $ —         $ (124,484,409   $ —         $ (124,484,409

 

* See Schedule of Investments for additional detailed categorizations.

Level 3 investments at the beginning and/or end of the period in relation to net assets were not significant and accordingly, a reconciliation of Level 3 assets for the year ended December 31, 2016 is not presented.

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

  

Investments at value (a) (b)

   $ 4,126,471,211   

Cash denominated in foreign currencies (c)

     357,835   

Receivable for:

  

Fund shares sold

     498,583   

Dividends and interest

     7,539,688   

Prepaid expenses

     11,703   
  

 

 

 

Total Assets

     4,134,879,020   

Liabilities

  

Collateral for securities loaned

     124,484,409   

Payables for:

  

Fund shares redeemed

     1,911,051   

Accrued Expenses:

  

Management fees

     1,898,690   

Distribution and service fees

     247,997   

Deferred trustees’ fees

     177,879   

Other expenses

     347,023   
  

 

 

 

Total Liabilities

     129,067,049   
  

 

 

 

Net Assets

   $ 4,005,811,971   
  

 

 

 

Net Assets Consist of:

  

Paid in surplus

   $ 3,383,950,462   

Undistributed net investment income

     61,551,816   

Accumulated net realized gain

     134,677,066   

Unrealized appreciation on investments and foreign currency transactions

     425,632,627   
  

 

 

 

Net Assets

   $ 4,005,811,971   
  

 

 

 

Net Assets

  

Class A

   $ 2,538,169,561   

Class B

     691,842,057   

Class E

     775,800,353   

Capital Shares Outstanding*

  

Class A

     88,723,593   

Class B

     24,477,742   

Class E

     27,363,923   

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 28.61   

Class B

     28.26   

Class E

     28.35   

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Includes securities loaned at value of $121,649,303.
(b) Identified cost of investments was $3,700,712,157.
(c) Identified cost of cash denominated in foreign currencies was $355,702.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

  

Dividends (a)

   $ 86,225,292   

Interest

     23,063   

Securities lending income

     678,671   

Other income (b)

     181,747   
  

 

 

 

Total investment income

     87,108,773   

Expenses

  

Management fees

     26,928,874   

Administration fees

     124,658   

Custodian and accounting fees

     200,097   

Distribution and service fees—Class B

     1,652,797   

Distribution and service fees—Class E

     1,198,643   

Audit and tax services

     53,836   

Legal

     33,511   

Trustees’ fees and expenses

     45,819   

Shareholder reporting

     243,063   

Insurance

     25,998   

Miscellaneous

     44,092   
  

 

 

 

Total expenses

     30,551,388   

Less management fee waiver

     (5,606,110

Less broker commission recapture

     (5,833
  

 

 

 

Net expenses

     24,939,445   
  

 

 

 

Net Investment Income

     62,169,328   
  

 

 

 

Net Realized and Unrealized Gain

  
Net realized gain on:   

Investments

     143,254,475   

Foreign currency transactions

     19,844   
  

 

 

 

Net realized gain

     143,274,319   
  

 

 

 
Net change in unrealized appreciation (depreciation) on:   

Investments

     54,634,448   

Foreign currency transactions

     (29,402
  

 

 

 

Net change in unrealized appreciation

     54,605,046   
  

 

 

 

Net realized and unrealized gain

     197,879,365   
  

 

 

 

Net Increase in Net Assets From Operations

   $ 260,048,693   
  

 

 

 

 

(a) Net of foreign withholding taxes of $590,506.
(b) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

    

From Operations

    

Net investment income

   $ 62,169,328      $ 62,073,611   

Net realized gain

     143,274,319        170,115,385   

Net change in unrealized appreciation (depreciation)

     54,605,046        (144,588,195
  

 

 

   

 

 

 

Increase in net assets from operations

     260,048,693        87,600,801   
  

 

 

   

 

 

 

From Distributions to Shareholders

    

Net investment income

    

Class A

     (40,649,104     (40,437,981

Class B

     (9,626,451     (10,031,844

Class E

     (11,830,071     (14,494,701

Net realized capital gains

    

Class A

     (111,016,460     (777,894,919

Class B

     (30,747,876     (226,707,477

Class E

     (35,932,458     (307,031,634
  

 

 

   

 

 

 

Total distributions

     (239,802,420     (1,376,598,556
  

 

 

   

 

 

 

Increase in net assets from capital share transactions

     431,856,519        844,497,747   
  

 

 

   

 

 

 

Total increase (decrease) in net assets

     452,102,792        (444,500,008

Net Assets

    

Beginning of period

     3,553,709,179        3,998,209,187   
  

 

 

   

 

 

 

End of period

   $ 4,005,811,971      $ 3,553,709,179   
  

 

 

   

 

 

 

Undistributed net investment income

    

End of period

   $ 61,551,816      $ 61,690,407   
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

        

Sales

     4,260,240      $ 124,462,208        401,489      $ 13,704,699   

Shares issued through acquisition (a)

     11,681,896        342,746,988        0        0   

Reinvestments

     5,503,105        151,665,564        29,122,167        818,332,900   

Redemptions

     (7,201,166     (203,965,242     (9,579,161     (306,647,027
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     14,244,075      $ 414,909,518        19,944,495      $ 525,390,572   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

        

Sales

     1,529,631      $ 43,299,317        328,723      $ 11,328,433   

Shares issued through acquisition (a)

     2,998,245        86,919,323        0        0   

Reinvestments

     1,480,540        40,374,327        8,509,681        236,739,321   

Redemptions

     (3,305,754     (92,826,567     (3,274,950     (107,903,847
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     2,702,662      $ 77,766,400        5,563,454      $ 140,163,907   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

        

Sales

     470,112      $ 13,192,817        350,956      $ 11,476,908   

Reinvestments

     1,746,984        47,762,529        11,532,509        321,526,335   

Redemptions

     (4,328,947     (121,774,745     (4,621,898     (154,059,975
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (2,111,851   $ (60,819,399     7,261,567      $ 178,943,268   
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase derived from capital shares transactions

     $ 431,856,519        $ 844,497,747   
    

 

 

     

 

 

 

 

(a) See Note 8 of the Notes to Financial Statements.

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Financial Highlights

 

Selected per share data                               
     Class A  
     Year Ended December 31,  
     2016     2015     2014     2013     2012  

Net Asset Value, Beginning of Period

   $ 28.38      $ 43.13      $ 42.97      $ 33.21      $ 29.67   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.48        0.58        0.72        0.28        0.48   

Net realized and unrealized gain on investments

     1.53        0.31        3.41        10.64        3.33   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     2.01        0.89        4.13        10.92        3.81   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.48     (0.77     (0.31     (0.53     (0.27

Distributions from net realized capital gains

     (1.30     (14.87     (3.66     (0.63     0.00   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (1.78     (15.64     (3.97     (1.16     (0.27
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 28.61      $ 28.38      $ 43.13      $ 42.97      $ 33.21   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (%) (b)

     7.34        2.40        10.63        33.70        12.86   

Ratios/Supplemental Data

          

Gross ratio of expenses to average net assets (%)

     0.72        0.72        0.73        0.72        0.73   

Net ratio of expenses to average net assets (%) (c)(d)

     0.58        0.58        0.59        0.67        0.68   

Ratio of net investment income to average net assets (%)

     1.70        1.72        1.74        0.74        1.50   

Portfolio turnover rate (%)

     32        25        105        11        16   

Net assets, end of period (in millions)

   $ 2,538.2      $ 2,113.5      $ 2,352.1      $ 2,391.0      $ 2,098.2   
     Class B  
     Year Ended December 31,  
     2016     2015     2014     2013     2012  

Net Asset Value, Beginning of Period

   $ 28.06      $ 42.79      $ 42.66      $ 32.98      $ 29.46   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.41        0.49        0.61        0.18        0.40   

Net realized and unrealized gain on investments

     1.50        0.31        3.38        10.57        3.31   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.91        0.80        3.99        10.75        3.71   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.41     (0.66     (0.20     (0.44     (0.19

Distributions from net realized capital gains

     (1.30     (14.87     (3.66     (0.63     0.00   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (1.71     (15.53     (3.86     (1.07     (0.19
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 28.26      $ 28.06      $ 42.79      $ 42.66      $ 32.98   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (%) (b)

     7.06        2.14        10.35        33.36        12.62   

Ratios/Supplemental Data

          

Gross ratio of expenses to average net assets (%)

     0.97        0.97        0.98        0.97        0.98   

Net ratio of expenses to average net assets (%) (c)(d)

     0.83        0.83        0.84        0.92        0.93   

Ratio of net investment income to average net assets (%)

     1.44        1.47        1.49        0.49        1.25   

Portfolio turnover rate (%)

     32        25        105        11        16   

Net assets, end of period (in millions)

   $ 691.8      $ 611.0      $ 693.7      $ 738.0      $ 638.2   

Please see following page for Financial Highlights footnote legend.

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Financial Highlights

 

Selected per share data                               
     Class E  
     Year Ended December 31,  
     2016     2015     2014     2013     2012  

Net Asset Value, Beginning of Period

   $ 28.13      $ 42.87      $ 42.74      $ 33.03      $ 29.51   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.43        0.53        0.65        0.22        0.43   

Net realized and unrealized gain on investments

     1.52        0.30        3.38        10.60        3.31   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.95        0.83        4.03        10.82        3.74   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.43     (0.70     (0.24     (0.48     (0.22

Distributions from net realized capital gains

     (1.30     (14.87     (3.66     (0.63     0.00   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (1.73     (15.57     (3.90     (1.11     (0.22
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 28.35      $ 28.13      $ 42.87      $ 42.74      $ 33.03   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (%) (b)

     7.15        2.27        10.45        33.53        12.70   

Ratios/Supplemental Data

          

Gross ratio of expenses to average net assets (%)

     0.87        0.87        0.88        0.87        0.88   

Net ratio of expenses to average net assets (%) (c)(d)

     0.73        0.73        0.74        0.82        0.83   

Ratio of net investment income to average net assets (%)

     1.54        1.57        1.59        0.59        1.34   

Portfolio turnover rate (%)

     32        25        105        11        16   

Net assets, end of period (in millions)

   $ 775.8      $ 829.2      $ 952.4      $ 1,032.7      $ 900.7   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(c) The effect of the voluntary portion of the waivers on the net ratio of expenses to average net assets was 0.03% for the years ended December 31, 2016, 2015 and 2014. (see Note 5 of the Notes to Financial Statements).
(d) Includes the effects of management fee waivers (see Note 5 of the Notes to Financial Statements).

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is Met/Wellington Core Equity Opportunities Portfolio (formerly, WMC Core Equity Opportunities Portfolio) (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers three classes of shares: Class A, B and E shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations

 

MSF-13


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over

 

MSF-14


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to foreign currency transactions, merger adjustments, adjustments to prior period accumulated balances, distribution re-designations, real estate investment in trust (REIT) adjustments and broker commission recapture. These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

 

Directed Brokerage Agreement - The Trust has entered into a directed brokerage arrangement with State Street Global Markets (“SSGM”). Under this arrangement, the Portfolio directs certain trades to SSGM in return for a recapture credit. SSGM issues a cash rebate to the Portfolio. Amounts paid to the Portfolio are shown separately as broker commission recapture on the Statement of Operations of the Portfolio. Additionally, these amounts have been excluded from the calculation of the net ratio of expenses to average net assets presented in the Financial Highlights for each share class.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio had direct investments in repurchase agreements with a gross value of $64,292,328. Additionally, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $ 70,504,977. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at

 

MSF-15


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement

All securities on loan are classified as Common Stocks in the Portfolio’s Schedule of Investments as of December 31, 2016, with a contractual maturity of overnight and continuous.

3. Certain Risks

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

4. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 1,215,138,242      $ 0      $ 1,333,107,109  

The Portfolio engaged in security transactions with other accounts managed by Wellington Management Company LLP that amounted to $1,987,469 in purchases and $1,147,409 in sales of investments, which are included above, and resulted in realized gains of $360,502.

With respect to the Portfolio’s merger with Pioneer Fund Portfolio (see Note 8) on April 29, 2016, the Portfolio acquired long-term securities with a cost of $379,709,359 that are not included in the above non-U.S. Government purchases value.

 

MSF-16


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

5. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$26,928,874      0.750   Of the first $1 billion
     0.700   On the next $2 billion
     0.650   On amounts in excess of $3 billion

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. Wellington Management Company LLP is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Management Fee Waivers - Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum

   Average Daily Net Assets
0.120%    First $500 million
0.145%    $500 million to $1 billion
0.120%    $1 billion to $3 billion
0.080%    $3 billion to $4.5 billion
0.105%    Over $4.5 billion

An identical agreement was in place for the period December 1, 2015 through April 30, 2016. Amounts waived for the year ended December 31, 2016 amounted to $4,393,169 and are included in the total amount shown as management fee waivers in the Statement of Operations.

The Subadviser has voluntarily agreed to waive a portion of its subadvisory fees payable by the Adviser to the Subadviser for managing the Portfolio. In addition to the above advisory fee waiver, the Adviser has agreed to reduce its advisory fee reflecting a portion of the amount waived by the Subadviser for managing the Portfolio pursuant to the voluntary subadvisory fee waiver. $1,212,941 was waived in the aggregate for the year ended December 31, 2016 and is reflected in the total amount shown as a management fee waiver in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B and E Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E Shares. Under the Distribution and Service Plan, the Class B and E Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E Shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares and 0.15% per year for Class E Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

 

MSF-17


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

6. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

7. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$70,580,396    $ 141,263,345      $ 169,222,024      $ 1,235,335,211      $ 239,802,420      $ 1,376,598,556  

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
     Total  
$61,695,417    $ 151,767,807      $ 408,576,164      $      $ 622,039,388  

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

8. Acquisition

At the close of business on April 29, 2016, the Portfolio, with aggregate Class A, Class B and Class E net assets of $2,079,742,205, $598,612,281 and $818,724,006, respectively, acquired all of the assets and liabilities of Pioneer Fund Portfolio of the Met Investors Series Trust (“Pioneer Fund”).

The acquisition was accomplished by a tax-free exchange of 11,681,896 Class A shares of the Portfolio (valued at $342,746,988) for 37,657,033 Class A shares of Pioneer Fund and 2,998,245 Class B shares of the Portfolio (valued at $86,919,323) for 9,737,087 Class B shares of Pioneer Fund. Each shareholder of Pioneer Fund received shares of the Portfolio with the same class designation and at the respective Class NAV, as determined at the close of business on April 29, 2016. The transaction was part of a restructuring designed to eliminate the offering of overlapping Portfolios in the MetLife, Inc. families of funds with similar investment objectives and similar investment strategies that serve as funding vehicles for insurance contracts that are offered by affiliates of MetLife. Some of the investments held by Pioneer Fund may have been purchased or sold prior to the acquisition for the purpose of complying with the anticipated investment policies or limitations of the Portfolio after the acquisition. If such purchases or sales occurred, the transaction costs were borne by Pioneer Fund. All other costs associated with the merger were not borne by the shareholders of either portfolio.

Pioneer Fund’s net assets on April 29, 2016, were $342,746,988 and $86,919,323 for Class A and Class B shares, respectively, including investments valued at $429,706,208 with a cost basis of $417,385,987. For financial reporting purposes, assets received, liabilities assumed and shares issued by the Portfolio were recorded at fair value; however, the cost basis of the investments received by the Portfolio from Pioneer Fund were carried forward to align ongoing reporting of the Portfolio’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. The aggregate net assets of the Portfolio immediately after the acquisition were $3,926,744,803, which included $12,320,388 of acquired unrealized appreciation on investments and foreign currency transactions.

Assuming the acquisition had been completed on January 1, 2016, the Portfolio’s pro-forma results of operations for the year ended December 31, 2016 are as follows:

 

Net investment income

   $ 63,902,224 (a) 

Net realized and unrealized gain on investments

   $ 200,724,550 (b) 
  

 

 

 

Net increase in net assets from operations

   $ 264,626,774  
  

 

 

 

 

MSF-18


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of Pioneer Fund that have been included in the Portfolio’s Statement of Operations since April 29, 2016.

 

(a) $62,169,328 net investment income as reported at December 31, 2016, plus $1,584,300 from Pioneer Fund pre-merger net investment income, plus $130,479 in lower net advisory fees, plus $18,117 of pro-forma eliminated other expenses.
(b) $425,632,627 unrealized appreciation as reported at December 31, 2016, minus $454,921,890 pro-forma December 31, 2015 unrealized appreciation, plus $143,274,319 net realized gain as reported at December 31 2016, plus $86,739,494 in net realized gain from Pioneer Fund pre-merger.

9. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-19


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Met/Wellington Core Equity Opportunities Portfolio (formerly, WMC Core Equity Opportunities Portfolio) and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Met/Wellington Core Equity Opportunities Portfolio (formerly, WMC Core Equity Opportunities Portfolio) (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Met/Wellington Core Equity Opportunities Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-20


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-21


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and
MSF) to
present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-22


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST) to
present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF) to
present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF) to
present
   Vice President, MetLife, Inc. (2013- present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST) to
present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-23


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-24


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee

 

MSF-25


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

* * *

Met/Wellington Core Equity Opportunities Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and Wellington Management Company LLP regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe and its Lipper Index for the one-, three-, and five-year periods ended June 30, 2016. The Board further considered that the Portfolio underperformed its benchmark, the Russell 1000 Index, for the one-, three-, and five-year periods ended October 31, 2016. In addition, the Board noted that the Sub-Adviser did not manage the Portfolio for all of the periods referenced.

The Board considered that the Portfolio’s actual management fees were below the medians for the Expense Universe and Sub-advised Expense Universe, and equal to the median for Expense Group. The Board considered that the Portfolio’s total expenses (exclusive of 12b-1 fees) were below the Expense Group median, Expense Universe median, and Sub-advised Expense Universe median. The Board further noted that the Portfolio’s contractual management fees were above the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also noted that the Portfolio’s contractual sub-advisory fees were below the averages of the Sub-advised Expense Group and the Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-26


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-27


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-28


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-29


Metropolitan Series Fund

Met/Wellington Core Equity Opportunities Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-30


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

Managed by MetLife Advisers, LLC

Portfolio Manager Commentary*

 

PERFORMANCE

For the one year period ended December 31, 2016, the Class A and B share of the MetLife Asset Allocation 20 Portfolio returned 4.76% and 4.53%, respectively. The Portfolio’s benchmark, the Dow Jones Conservative Index1, returned 3.01%.

ECONOMIC AND MARKET REVIEW

Investors started off 2016 with a bit of a scare as market participants priced in a potential collapse of growth in China and a global recession. The markets are known for their desire to predict future outcomes, but the underlying economic factors had changed only marginally from the year prior. One of the biggest fears and conundrums that was extrapolated upon was the stubbornly low rate of inflation despite the supposedly inflationary activities conducted by central banks around the globe. As it turned out though, it was the supply factors that were the main driver behind falling commodity prices, not a drop in demand. As a result, the economic datasets continued to improve and investors with a longer term view and calm nerves were able to enjoy a strong rebound.

Investor nerves were tested once again by the end of June as the U.K. voted to leave the European Union (“Brexit”). Global markets, as measured by the MSCI ACWI Index, reacted sharply, dropping over 7% during the following two trading days, but the misery was short lived and losses were recouped within two weeks, with the seemingly devastating impact on the global economy of the Brexit all but forgotten.

As economic data continued to improve, so did the odds that the Federal Reserve (the “Fed”) was going to raise interest rates before the year was over. As with any addict being removed from stimulants, the market reacted negatively and the month of October and the first part of November delivered negative returns for all major equity and fixed income benchmarks. Then it was time for the presidential election which, to most, surprisingly was won by Donald Trump. Overnight, as it became clear that Trump would win, futures on the S&P 500 Index declined nearly 6% but by the time Trump had delivered his acceptance speech, the S&P 500 Index was up more than 1%, providing another example of extreme market movements based on sentiment.

For the remainder of the year, global developed equities enjoyed healthy gains led by U.S. stocks, as the market celebrated the prospects of fiscal stimulus via lower taxes and less regulation as a result of policies expected to be implemented by the new government. The dollar rallied strongly as well, causing a headwind for emerging market equities which ended the year on a negative note.

10-year U.S. Treasury rates finished the 2016 rollercoaster ride at 2.49%, slightly above the 2.24% at the beginning of the year, after having dropped to 1.37% by early July. The strong spike in rates after the election was a result of the Fed’s expected second rate hike in a decade, and their intention of raising rates further in 2017. In addition, there was upward pressure on longer-term rates from the perceived expansionary fiscal policies about to be implemented, which are expected to lead to higher inflation and higher levels of government debt in the U.S.

In summary, 2016 was marked by a year of significant political change, the perceived beginning of a rising interest rate environment, a U.S. equity market reaching new highs with Energy and Financial sectors as the new leaders and the Healthcare sector the laggard, a stronger dollar, and a global economy with continued but muted improvement.

Overall, Natural Resources, Small Cap equities, and High Yield bonds provided the strongest return in 2016, delivering returns of 30.87%, 21.31%, and 17.13% respectively (as measured by the S&P North American Natural Resources Index, the Russell 2000 Index, and the Bloomberg Barclays U.S. Corporate High Yield Bond Index). The U.S. stock market, as measured by the S&P 500 Index, returned a healthy 11.96% for the year, followed by Emerging Markets which returned 11.19% as measured by the MSCI Emerging Markets Total Return Index.

PORTFOLIO REVIEW / PERIOD-END POSITIONING

The MetLife Asset Allocation 20 Portfolio invested in underlying portfolios of the Met Investors Series Trust and the Metropolitan Series Fund to maintain a broad asset allocation of approximately 20% to equities and 80% to fixed income.

Over the twelve month period, the Portfolio outpaced the Dow Jones Conservative Index. While expenses, weak security selection within the underlying equity portfolios, and an underweight to small cap weighed on relative performance, an overweight to U.S. bonds versus cash, an overweight to high yield bonds, and a strong equity value tilt more than offset the negative impact.

The fixed income portfolio in aggregate contributed positively to the Asset Allocation 20 Portfolio’s relative performance as a result of better sector positioning versus the overall benchmark. At the individual portfolio level, the Western Asset Management Strategic Bond Opportunities Portfolio outperformed its respective benchmark by a wide margin. The Portfolio benefitted greatly from an overweight to high yield and emerging market debt as well as more favorable yield curve positioning. Another strong performer was the Met/Franklin Low Duration Total Return Portfolio which benefitted from exposures to corporate loans, high yield corporate credit, non-agency residential mortgage-backed securities, Treasury inflation protected securities, and commercial mortgage-backed securities. The PIMCO Inflation Protected Bond Portfolio also outperformed its benchmark, primarily because the Portfolio correctly positioned for a higher than expected inflation rate as inflation expectations rose, and as a result of exposure to U.K. real rates as rates fell across the curve post-Brexit. Despite outperforming its benchmark by almost 15% during the last six months of the year, the Met/Templeton International Bond

 

MSF-1


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

Managed by MetLife Advisers, LLC

Portfolio Manager Commentary*—(Continued)

 

Portfolio ended up slightly underperforming its benchmark for the year. The biggest impact on relative performance was the Portfolio’s very defensive exposure to interest rates which was a large detractor from performance during the first half of the year as rates fell, but an almost equally large contributor to performance during the second half of the year as rates rose. Finally, the Portfolio’s significant overweight to high yield bonds was a strong contributor to the Asset Allocation 20 Portfolio’s relative performance. This was despite the BlackRock High Yield Portfolio underperforming its benchmark by the widest margin of any of the fixed income funds utilized. The main detractor to relative performance came from an underweight to Oil Field Services as names within the sector rallied strongly as energy prices stabilized.

Contribution from the domestic equity portfolios to relative performance was minimal, as a beneficial value tilt generally was outweighed by poor stock selection in most of the underlying portfolios. The BlackRock Large Cap Value Portfolio was able to outperform its benchmark, primarily as a result of an overweight to and selection within Financials, as well as strong stock selection in Energy and Healthcare. The Met/Artisan Mid Cap Value Portfolio also managed to outperform its benchmark. Contribution to relative performance came primarily from underweights to Real Estate, Health Care, Utilities, and Consumer Staples, as well as strong stock selection within the Energy sector. All domestic large cap growth portfolios underperformed their respective benchmarks significantly. While the specifics varied, poor stock selection within Healthcare was a strong headwind across all portfolios as the sector was heavily influenced by comments from politicians on both sides of the aisle regarding product pricing and the general structure of healthcare services in the U.S. Another headwind across the board was within Technology, where high growth names were punished severely in the first six months of the year and didn’t recover enough during the latter six months of the year to make it back to positive territory.

The international equity portfolios produced mixed results. The Harris Oakmark International Portfolio was a strong performer for the year, mostly as a result strong stock selection within the Basic Materials sector and an overweight to, and strong selection within, the Industrials sector. At the other end of the spectrum was the Met/Artisan International Portfolio, which significantly underperformed its benchmark as a result of poor stock selection.

Investment Committee

MetLife Advisers, LLC

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the advisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-2


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE DOW JONES CONSERVATIVE INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
MetLife Asset Allocation 20 Portfolio                 

Class A

       4.76           4.61           4.60   

Class B

       4.53           4.33           4.34   
Dow Jones Conservative Index        3.01           2.60           4.04   

1 The Dow Jones Conservative Index is a total return index designed to provide asset allocation strategists with a target risk benchmark. Each month, the Index adjusts its weighting of stocks, bonds, and cash indices (both domestic and foreign) such that the risk combination will have 20% of the risk of an all equity portfolio.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 
Western Asset Management U.S. Government Portfolio (Class A)      13.0   
BlackRock Bond Income Portfolio (Class A)      12.5   
PIMCO Total Return Portfolio (Class A)      12.1   
TCW Core Fixed Income Portfolio (Class A)      10.5   
JPMorgan Core Bond Portfolio (Class A)      9.5   
PIMCO Inflation Protected Bond Portfolio (Class A)      9.0   
Met/Franklin Low Duration Total Return Portfolio (Class A)      5.0   
Western Asset Management Strategic Bond Opportunities Portfolio (Class A)      4.0   
Met/Eaton Vance Floating Rate Portfolio (Class A)      2.0   
MFS Value Portfolio (Class A)      2.0   

 

MSF-3


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

MetLife Asset Allocation 20 Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)(b)

   Actual      0.60    $ 1,000.00         $ 1,008.50         $ 3.03   
   Hypothetical*      0.60    $ 1,000.00         $ 1,022.12         $ 3.05   

Class B(a)(b)

   Actual      0.85    $ 1,000.00         $ 1,007.60         $ 4.29   
   Hypothetical*      0.85    $ 1,000.00         $ 1,020.86         $ 4.32   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects an expense limitation agreement between MetLife Advisers, LLC and the Portfolio as described in Note 5 of the Notes to Financial Statements.

(b) The annualized expense ratio reflects the expenses of both the Portfolio and the Underlying Portfolios in which it invests.

 

MSF-4


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

Schedule of Investments as of December 31, 2016

Mutual Funds—100.0% of Net Assets

 

Security Description   Shares     Value  
Affiliated Investment Companies—100.0%  

Baillie Gifford International Stock Portfolio (Class A) (a)

    661,879     $ 6,658,500  

BlackRock Bond Income Portfolio (Class A) (a)

    787,557       83,473,208  

BlackRock Capital Appreciation Portfolio (Class A) (a)

    197,346       6,557,809  

BlackRock High Yield Portfolio (Class A) (b)

    433,169       3,326,735  

BlackRock Large Cap Value Portfolio
(Class A) (a)

    725,111       6,547,754  

Clarion Global Real Estate Portfolio (Class A) (b)

    288,726       3,360,766  

Goldman Sachs Mid Cap Value Portfolio (Class A) (b)

    142,121       1,647,183  

Harris Oakmark International Portfolio (Class A) (b)

    629,071       8,291,151  

Invesco Comstock Portfolio (Class A) (b)

    894,533       13,113,857  

Jennison Growth Portfolio (Class A) (a)

    495,327       6,563,089  

JPMorgan Core Bond Portfolio (Class A) (b)

    6,203,505       63,399,826  

JPMorgan Small Cap Value Portfolio
(Class A) (b)

    181,142       3,280,476  

Met/Aberdeen Emerging Markets Equity Portfolio (Class A) (b)

    186,252       1,674,408  

Met/Artisan International Portfolio (Class A) (b)

    767,229       6,644,200  

Met/Artisan Mid Cap Value Portfolio
(Class A) (a)

    7,101       1,642,378  

Met/Eaton Vance Floating Rate Portfolio (Class A) (b)

    1,285,174       13,301,554  

Met/Franklin Low Duration Total Return Portfolio (Class A) (b)

    3,457,751       33,263,567  

Met/Templeton International Bond Portfolio (Class A) (b)

    988,415       9,923,684  

Met/Wellington Core Equity Opportunities Portfolio (Class A) (a)

    460,954       13,187,898  

Met/Wellington Large Cap Research Portfolio (Class A) (b)

    477,174       6,570,685  

MetLife Small Cap Value Portfolio (Class A) (b)

    206,539       3,292,236  

MFS Research International Portfolio (Class A) (b)

    492,518       4,999,058  

MFS Value Portfolio (Class A) (a)

    861,713       13,192,829  

Neuberger Berman Genesis Portfolio
(Class A) (a)

    307,998       6,584,989  
Affiliated Investment Companies—(Continued)  

Oppenheimer Global Equity Portfolio
(Class A) (b)

    85,688     1,652,071  

PIMCO Inflation Protected Bond Portfolio (Class A) (b) (c)

    6,153,224       60,117,003  

PIMCO Total Return Portfolio (Class A) (b)

    7,089,721       80,255,640  

T. Rowe Price Large Cap Growth Portfolio (Class A) (a)

    324,859       6,555,663  

T. Rowe Price Large Cap Value Portfolio (Class A) (b)

    389,228       13,159,791  

TCW Core Fixed Income Portfolio (Class A) (b)

    6,943,584       70,130,198  

Western Asset Management Strategic Bond Opportunities Portfolio (Class A) (a)

    1,990,650       26,654,806  

Western Asset Management U.S. Government Portfolio (Class A) (a)

    7,389,795       86,756,193  
   

 

 

 

Total Mutual Funds
(Cost $680,931,111)

      665,779,205  
   

 

 

 

Total Investments—100.0%
(Cost $680,931,111) (d)

      665,779,205  

Other assets and liabilities (net)—0.0%

      (305,253
   

 

 

 
Net Assets—100.0%     $ 665,473,952  
   

 

 

 

 

(a) A Portfolio of Metropolitan Series Fund. (See Note 6 of the Notes to Financial Statements for a summary of transactions in the securities of affiliated Underlying Portfolios.)
(b) A Portfolio of Met Investors Series Trust. (See Note 6 of the Notes to Financial Statements for a summary of transactions in the securities of affiliated Underlying Portfolios.)
(c) Non-income producing security.
(d) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $686,761,814. The aggregate unrealized appreciation and depreciation of investments were $7,791,484 and $(28,774,093), respectively, resulting in net unrealized depreciation of $(20,982,609) for federal income tax purposes.

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

Schedule of Investments as of December 31, 2016

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2      Level 3      Total  
Mutual Funds   

Affiliated Investment Companies

   $ 665,779,205       $ —         $ —         $ 665,779,205   

Total Investments

   $ 665,779,205       $ —         $ —         $ 665,779,205   
                                     

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

 

Affiliated investments at value (a)

   $ 665,779,205  

Receivable for:

 

Investments sold

     71,833  

Fund shares sold

     146,632  

Due from investment adviser

     21,399  
  

 

 

 

Total Assets

     666,019,069  

Liabilities

 

Payables for:

 

Fund shares redeemed

     218,465  

Accrued Expenses:

 

Management fees

     53,173  

Distribution and service fees

     133,187  

Deferred trustees’ fees

     92,334  

Other expenses

     47,958  
  

 

 

 

Total Liabilities

     545,117  
  

 

 

 

Net Assets

   $ 665,473,952  
  

 

 

 

Net Assets Consist of:

 

Paid in surplus

   $ 663,165,796  

Undistributed net investment income

     13,137,120  

Accumulated net realized gain

     4,322,942  

Unrealized depreciation on affiliated investments

     (15,151,906
  

 

 

 

Net Assets

   $ 665,473,952  
  

 

 

 

Net Assets

 

Class A

   $ 41,229,844  

Class B

     624,244,108  

Capital Shares Outstanding*

 

Class A

     3,856,547  

Class B

     58,865,543  

Net Asset Value, Offering Price and Redemption
Price Per Share

 

Class A

   $ 10.69  

Class B

     10.60  

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of affiliated investments was $680,931,111.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

 

Dividends from affiliated investments

   $ 15,072,171  

Interest

     865  

Other income (a)

     834  
  

 

 

 

Total investment income

     15,073,870  

Expenses

 

Management fees

     642,351  

Administration fees

     22,191  

Custodian and accounting fees

     27,753  

Distribution and service fees—Class B

     1,611,131  

Audit and tax services

     31,146  

Legal

     33,032  

Trustees’ fees and expenses

     45,247  

Miscellaneous

     8,188  
  

 

 

 

Total expenses

     2,421,039  

Less expenses reimbursed by the Adviser

     (120,106
  

 

 

 

Net expenses

     2,300,933  
  

 

 

 

Net Investment Income

     12,772,937  
  

 

 

 

Net Realized and Unrealized Gain (Loss)

 

Net realized gain (loss) on:  

Affiliated investments

     (181,948

Capital gain distributions from Affiliated Underlying Portfolios

     9,208,803  
  

 

 

 

Net realized gain

     9,026,855  
  

 

 

 

Net change in unrealized appreciation on affiliated
investments

     9,432,216  
  

 

 

 

Net realized and unrealized gain

     18,459,071  
  

 

 

 

Net Increase in Net Assets From Operations

   $ 31,232,008  
  

 

 

 

 

(a) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

 

From Operations

 

Net investment income

   $ 12,772,937     $ 20,059,942  

Net realized gain

     9,026,855       24,704,372  

Net change in unrealized appreciation (depreciation)

     9,432,216       (47,782,427
  

 

 

   

 

 

 

Increase (decrease) in net assets from operations

     31,232,008       (3,018,113
  

 

 

   

 

 

 

From Distributions to Shareholders

 

Net investment income

 

Class A

     (1,595,816     (1,170,030

Class B

     (20,821,731     (13,237,836

Net realized capital gains

 

Class A

     (1,533,963     (1,562,919

Class B

     (21,575,721     (19,884,218
  

 

 

   

 

 

 

Total distributions

     (45,527,231     (35,855,003
  

 

 

   

 

 

 

Increase (decrease) in net assets from capital share transactions

     16,951,400       (2,015,259
  

 

 

   

 

 

 

Total increase (decrease) in net assets

     2,656,177       (40,888,375

Net Assets

 

Beginning of period

     662,817,775       703,706,150  
  

 

 

   

 

 

 

End of period

   $ 665,473,952     $ 662,817,775  
  

 

 

   

 

 

 

Undistributed net investment income

 

End of period

   $ 13,137,120     $ 22,243,093  
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

 

Sales

     309,240     $ 3,347,808       522,688     $ 5,983,411  

Reinvestments

     297,508       3,129,779       245,990       2,732,949  

Redemptions

     (1,090,132     (11,786,694     (747,765     (8,472,736
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (483,384   $ (5,309,107     20,913     $ 243,624  
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

 

Sales

     10,480,652     $ 112,771,940       8,734,073     $ 97,554,725  

Reinvestments

     4,057,172       42,397,452       3,000,186       33,122,054  

Redemptions

     (12,373,645     (132,908,885     (11,835,805     (132,935,662
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     2,164,179     $ 22,260,507       (101,546   $ (2,258,883
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase (decrease) derived from capital shares transactions

     $ 16,951,400       $ (2,015,259
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

Financial Highlights

 

Selected per share data                                   
     Class A  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 10.94       $ 11.59       $ 12.05       $ 11.94       $ 11.60   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.23         0.36         0.25         0.33         0.30   

Net realized and unrealized gain (loss) on investments

     0.28         (0.38      0.29         0.20         0.77   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.51         (0.02      0.54         0.53         1.07   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.39      (0.27      (0.50      (0.36      (0.41

Distributions from net realized capital gains

     (0.37      (0.36      (0.50      (0.06      (0.32
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (0.76      (0.63      (1.00      (0.42      (0.73
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 10.69       $ 10.94       $ 11.59       $ 12.05       $ 11.94   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     4.76         (0.23      4.73         4.50         9.49   

Ratios/Supplemental Data

              

Gross ratio of expenses to average net assets (%) (c)

     0.12         0.11         0.12         0.11         0.11   

Net ratio of expenses to average net assets (%) (c)(d)

     0.10         0.10         0.10         0.10         0.10   

Ratio of net investment income to average net assets (%) (e)

     2.15         3.20         2.17         2.73         2.58   

Portfolio turnover rate (%)

     14         21         16         18         9   

Net assets, end of period (in millions)

   $ 41.2       $ 47.5       $ 50.1       $ 50.5       $ 54.9   
     Class B  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 10.85       $ 11.51       $ 11.97       $ 11.86       $ 11.53   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.20         0.33         0.22         0.29         0.27   

Net realized and unrealized gain (loss) on investments

     0.28         (0.39      0.28         0.22         0.76   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.48         (0.06      0.50         0.51         1.03   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.36      (0.24      (0.46      (0.34      (0.38

Distributions from net realized capital gains

     (0.37      (0.36      (0.50      (0.06      (0.32
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (0.73      (0.60      (0.96      (0.40      (0.70
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 10.60       $ 10.85       $ 11.51       $ 11.97       $ 11.86   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     4.53         (0.59      4.47         4.29         9.18   

Ratios/Supplemental Data

              

Gross ratio of expenses to average net assets (%) (c)

     0.37         0.36         0.37         0.36         0.36   

Net ratio of expenses to average net assets (%) (c)(d)

     0.35         0.35         0.35         0.35         0.35   

Ratio of net investment income to average net assets (%) (e)

     1.83         2.89         1.89         2.49         2.35   

Portfolio turnover rate (%)

     14         21         16         18         9   

Net assets, end of period (in millions)

   $ 624.2       $ 615.4       $ 653.6       $ 653.8       $ 723.0   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(c) The ratio of operating expenses to average net assets does not include expenses of the Underlying Portfolios in which the Asset Allocation Portfolio invests.
(d) Includes the effects of expenses reimbursed by the Adviser (see Note 5 of the Notes to Financial Statements).
(e) Recognition of net investment income by the Asset Allocation Portfolio is affected by the timing of the declaration of dividends by the Underlying Portfolios in which it invests.

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is MetLife Asset Allocation 20 Portfolio (the “Asset Allocation Portfolio”), which is diversified. The Asset Allocation Portfolio operates under a “fund of funds” structure, investing substantially all of its assets in other Portfolios advised by MetLife Advisers (each, an “Underlying Portfolio,” and, collectively, the “Underlying Portfolios”). Shares in the Asset Allocation Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Asset Allocation Portfolio has registered and offers two classes of shares: Class A and B shares. Shares of each Class of the Asset Allocation Portfolio represent an equal pro rata interest in the Asset Allocation Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Asset Allocation Portfolio, and certain Asset Allocation Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Asset Allocation Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Asset Allocation Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Asset Allocation Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Investments in the Underlying Portfolios are valued at their closing daily net asset value on the valuation date. Investments in the Underlying Portfolios are categorized as Level 1 within the fair value hierarchy. For information about the use of fair value pricing by the Underlying Portfolios, please refer to the prospectuses of the Underlying Portfolios.

Investment Transactions and Related Investment Income - Asset Allocation Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Capital gains distributions received from the Underlying Portfolios are recorded as net realized gain in the Statement of Operations.

Dividends and Distributions to Shareholders - The Asset Allocation Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to distribution re-designations and distributions from Underlying Portfolios. These adjustments have no impact on net assets or the results of operations.

 

MSF-10


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Income Taxes - It is the Asset Allocation Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Asset Allocation Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Asset Allocation Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Asset Allocation Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

3. Certain Risks

 

In the normal course of business, the Underlying Portfolios invest in securities and enter into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Underlying Portfolios may decline in response to certain events, including those directly involving the companies whose securities are owned by the Underlying Portfolios; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Underlying Portfolios may be exposed to counterparty risk, or the risk that an entity with which the Underlying Portfolios have unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Underlying Portfolios to credit and counterparty risk consist principally of cash due from counterparties and investments. The Underlying Portfolios manage counterparty risk by entering into agreements only with counterparties that they believe have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Underlying Portfolios’ investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of their trading partners, (ii) monitoring and/or limiting the amount of their net exposure to each individual counterparty based on the adviser’s assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Underlying Portfolios restrict their exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom the Underlying Portfolios undertake a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

The Asset Allocation Portfolio’s prospectus includes a discussion of the principal risks of investing in the Asset Allocation Portfolio and in the Underlying Portfolios in which it invests.

4. Investment Transactions

Aggregate cost of purchases and proceeds of sales of shares of the Underlying Portfolios by the Asset Allocation Portfolio for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 99,685,132       $ 0       $ 106,269,247   

5. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Asset Allocation Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Asset Allocation Portfolio. For providing investment management services to the Asset Allocation Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$642,351      0.100   Of the first $500 million
     0.075   Of the next $500 million
     0.050   On amounts in excess of $1 billion

 

MSF-11


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

In addition to the above management fee paid to MetLife Advisers, the Asset Allocation Portfolio indirectly pays MetLife Advisers an investment advisory fee through its investments in the Underlying Portfolios.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

Expense Limitation Agreement - Pursuant to an expense agreement relating to each class of the Asset Allocation Portfolio, MetLife Advisers has contractually agreed, from May 1, 2016 to April 30, 2017, to waive a portion of its advisory fees or pay a portion of the other operating expenses (not including acquired fund fees and expenses, brokerage costs, interest, taxes, or extraordinary expenses) to the extent total operating expenses exceed stated annual expense limits (based on the Asset Allocation Portfolio’s then-current fiscal year). For the Asset Allocation Portfolio, this subsidy, and identical subsidies in effect in earlier periods, are subject to the obligation of each class of the Asset Allocation Portfolio to repay MetLife Advisers in future years, if any, when a class’ expenses fall below the stated expense limit pertaining to that class that was in effect at the time of the subsidy in question. Such deferred expenses may be charged to a class in a subsequent year to the extent that the charge does not cause the total expenses in such subsequent year to exceed the class’ stated expense limit that was in effect at the time of the subsidy in question; provided, however, that no class of the Asset Allocation Portfolio is obligated to repay any expense paid by MetLife Advisers more than five years after the end of the fiscal year in which such expense was incurred. The expense limits (annual rates as a percentage of each class of the Asset Allocation Portfolio’s net average daily net assets) in effect from May 1, 2015 to April 30, 2016 are 0.10% and 0.35% for Class A and B, respectively.

As of December 31, 2016, the amount of expenses deferred in 2012 subject to repayment until December 31, 2017 was $74,663. The amount of expenses deferred in 2013 subject to repayment until December 31, 2018 was $61,885. The amount of expenses deferred in 2014 subject to repayment until December 31, 2019 was $111,213. The amount of expenses deferred in 2015 subject to repayment until December 31, 2020 was $99,092. The amount of expenses deferred in 2016 subject to repayment until December 31, 2021 was $120,106.

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Asset Allocation Portfolio’s Class A and B Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Asset Allocation Portfolio’s Class B shares. Under the Distribution and Services Plan, the Class B shares of the Asset Allocation Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Asset Allocation Portfolio shares for promoting or selling and servicing the Class B shares of the Asset Allocation Portfolio. The fees under the Distribution and Services Plan for each class of the Asset Allocation Portfolio’s shares are calculated as a percentage of the Asset Allocation Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares. Amount incurred by the Asset Allocation Portfolio for the year ended December 31, 2016 is shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an active employee of MetLife or its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Asset Allocation Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

6. Transactions in Securities of Affiliated Underlying Portfolios

The Asset Allocation Portfolio does not invest in the Underlying Portfolios for the purpose of exercising control; however, investments by the Asset Allocation Portfolio within its principal investment strategies may represent a significant portion of the Underlying Portfolios’ net assets. Transactions in the Underlying Portfolios for the year ended December 31, 2016 were as follows:

 

Underlying Portfolio

   Number of
shares held at
December 31, 2015
     Shares
purchased
     Shares
sold
    Number of
shares held at
December 31, 2016
 

Baillie Gifford International Stock

     676,030         206,969         (221,120     661,879   

BlackRock Bond Income

     751,851         88,601         (52,895     787,557   

BlackRock Capital Appreciation

     180,539         72,184         (55,377     197,346   

 

MSF-12


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Underlying Portfolio

   Number of
shares held at
December 31, 2015
    Shares
purchased
     Shares
sold
    Number of
shares held at
December 31, 2016
 

BlackRock High Yield

     455,067        66,781         (88,679     433,169   

BlackRock Large Cap Value

     781,037        296,053         (351,979     725,111   

Clarion Global Real Estate

     280,825        83,253         (75,352     288,726   

Goldman Sachs Mid Cap Value

     293,121        73,468         (224,468     142,121   

Harris Oakmark International

     487,931        426,011         (284,871     629,071   

Invesco Comstock

     938,190        400,069         (443,726     894,533   

Jennison Growth

     430,005        221,892         (156,570     495,327   

JPMorgan Core Bond

     6,142,782        552,540         (491,817     6,203,505   

JPMorgan Small Cap Value

     214,450        81,875         (115,183     181,142   

Lord Abbett Bond Debenture

     284,299        54,886         (339,185       

Met/Aberdeen Emerging Markets Equity

     199,885        59,308         (72,941     186,252   

Met/Artisan International

     686,411        200,963         (120,145     767,229   

Met/Artisan Mid Cap Value

     15,215        3,830         (11,944     7,101   

Met/Eaton Vance Floating Rate

     1,347,339        128,214         (190,379     1,285,174   

Met/Franklin Low Duration Total Return

     4,149,783        370,612         (1,062,644     3,457,751   

Met/Templeton International Bond

     1,322,475        188,671         (522,731     988,415   

Met/Wellington Core Equity Opportunities

     465,081        100,475         (104,602     460,954   

Met/Wellington Large Cap Research

     472,534        153,922         (149,282     477,174   

MetLife Small Cap Value

     256,341        76,275         (126,077     206,539   

MFS Research International

     472,705        145,860         (126,047     492,518   

MFS Value

     872,478        266,931         (277,696     861,713   

Neuberger Berman Genesis

     359,440        85,241         (136,683     307,998   

Oppenheimer Global Equity

            105,079         (19,391     85,688   

PIMCO Inflation Protected Bond

     6,446,923        318,615         (612,314     6,153,224   

PIMCO Total Return

     7,048,316        576,081         (534,676     7,089,721   

T. Rowe Price Large Cap Growth

     290,773        133,789         (99,703     324,859   

T. Rowe Price Large Cap Value

     387,245        143,323         (141,340     389,228   

TCW Core Fixed Income

     6,349,046        1,034,711         (440,173     6,943,584   

Western Asset Management Strategic Bond Opportunities

     1,847,566        396,547         (253,463     1,990,650   

Western Asset Management U.S. Government

     7,266,635        673,595         (550,435     7,389,795   

Underlying Portfolio

   Net Realized
Gain/(Loss) on sales
of Affiliated
Underlying
Portfolios
    Capital Gain
Distributions
from Affiliated
Underlying
Portfolios
     Dividend Income
from Affiliated
Underlying
Portfolios
    Ending Value
as of
December 31, 2016
 

Baillie Gifford International Stock

   $ 349,569      $       $ 112,447      $ 6,658,500   

BlackRock Bond Income

     155,864                2,763,710        83,473,208   

BlackRock Capital Appreciation

     423,380        618,669                6,557,809   

BlackRock High Yield

     (74,572     1         235,138        3,326,735   

BlackRock Large Cap Value

     (314,198     526,773         115,256        6,547,754   

Clarion Global Real Estate

     46,818                80,098        3,360,766   

Goldman Sachs Mid Cap Value

     (803,645     131,729         19,158        1,647,183   

Harris Oakmark International

     (629,120     579,670         206,882        8,291,151   

Invesco Comstock

     640,749        1,075,325         390,580        13,113,857   

Jennison Growth

     221,169        904,584         20,439        6,563,089   

JPMorgan Core Bond

     (54,760             1,995,029        63,399,826   

JPMorgan Small Cap Value

     (70,862     230,922         64,216        3,280,476   

Lord Abbett Bond Debenture

     (39,933             230,095          

Met/Aberdeen Emerging Markets Equity

     (122,172             21,183        1,674,408   

Met/Artisan International

     (89,948             64,074        6,644,200   

Met/Artisan Mid Cap Value

     154,434        186,396         18,706        1,642,378   

Met/Eaton Vance Floating Rate

     35,759                577,739        13,301,554   

Met/Franklin Low Duration Total Return

     (337,150             1,115,822        33,263,567   

Met/Templeton International Bond

     (1,258,698     27,285                9,923,684   

Met/Wellington Core Equity Opportunities

     (350,938     610,902         223,684        13,187,898   

Met/Wellington Large Cap Research

     95,843        455,332         167,395        6,570,685   

MetLife Small Cap Value

     (788,120     91,306         44,904        3,292,236   

MFS Research International

     177,128                115,596        4,999,058   

MFS Value

     758,130        1,238,363         310,454        13,192,829   

Neuberger Berman Genesis

     1,009,532                32,455        6,584,989   

 

MSF-13


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Underlying Portfolio

   Net Realized
Gain/(Loss) on sales
of Affiliated
Underlying
Portfolios
    Capital Gain
Distributions
from Affiliated
Underlying
Portfolios
     Dividend Income
from Affiliated
Underlying
Portfolios
     Ending Value
as of
December 31, 2016
 

Oppenheimer Global Equity

   $ (4,821   $ 86,322      $ 20,732      $ 1,652,071  

PIMCO Inflation Protected Bond

     (829,698                   60,117,003  

PIMCO Total Return

     (590,230            2,322,635        80,255,640  

T. Rowe Price Large Cap Growth

     196,838       859,957        4,130        6,555,663  

T. Rowe Price Large Cap Value

     1,688,237       1,585,267        415,955        13,159,791  

TCW Core Fixed Income

     89,328              588,145        70,130,198  

Western Asset Management Strategic Bond Opportunities

     176,815              434,517        26,654,806  

Western Asset Management U.S. Government

     (42,676            2,360,997        86,756,193  
  

 

 

   

 

 

    

 

 

    

 

 

 
   $ (181,948   $ 9,208,803      $ 15,072,171      $ 665,779,205  
  

 

 

   

 

 

    

 

 

    

 

 

 

7. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

8. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$22,479,670    $ 14,585,605      $ 23,047,561      $ 21,269,398      $ 45,527,231      $ 35,855,003  

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Depreciation
    Other
Accumulated
Capital Losses
     Total  
$13,229,453    $ 10,153,647      $ (20,982,609   $      $ 2,400,491  

The Asset Allocation Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Asset Allocation Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

9. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-14


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of MetLife Asset Allocation 20 Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of MetLife Asset Allocation 20 Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the transfer agent. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MetLife Asset Allocation 20 Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-15


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-16


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and MSF)
to present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-17


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST)
to present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF)
to present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF)
to present
   Vice President, MetLife, Inc. (2013-present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST)
to present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-18


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

Board of Trustees’ Consideration of Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (the “Advisory Agreements” or “Agreements”) with MetLife Advisers, LLC (the “Adviser”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

 

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

 

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

 

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser that the Adviser had prepared specifically for the renewal process.

 

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of nature, extent and quality of the services provided by the Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser has provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its investment management activities, trading practices, financial condition, relevant personnel matters and compliance program, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

 

The Board also noted that the Adviser’s investment, compliance and legal staff regularly review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding material information related to those reviews and assessments.

 

The Board further considered the provision of investment advisory services by the Adviser to the MetLife Asset Allocation 20 Portfolio, MetLife Asset Allocation 40 Portfolio, MetLife Asset Allocation 60 Portfolio, MetLife Asset Allocation 80 Portfolio and MetLife Asset Allocation 100 Portfolio (the “Asset Allocation Portfolios”) and the American Funds Balanced Allocation Portfolio, American Funds

 

MSF-19


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

Board of Trustees’ Consideration of Advisory Agreements—(Continued)

 

Growth Allocation Portfolio and American Funds Moderate Allocation Portfolio (the “American Funds of Funds”). With respect to the Asset Allocation Portfolios, the Board noted that the Adviser has hired at its own expense an independent consultant to provide research and consulting services with respect to the periodic asset allocation targets for each of the Asset Allocation Portfolios and investments in other Portfolios of the Trusts (the “Underlying Portfolios”). Additionally, the Board considered that a committee, consisting of investment professionals from across the Adviser, meets regularly to review the asset allocations and discuss the performance of the Asset Allocation Portfolios and the American Funds of Funds.

 

The Board further considered and found that the advisory fee paid to the Adviser with respect to each Asset Allocation Portfolio and American Fund of Funds was based on services provided that were in addition to, rather than duplicative of, the services provided pursuant to the advisory agreements for the Underlying Portfolios in which the Portfolio invests.

 

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance. The Board focused particular attention on Portfolios with less favorable performance records.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”) and a narrower group of peer funds (“Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report.

 

The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

 

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. In the case of the Asset Allocation Portfolios, the Board also considered the Adviser’s analysis of its profitability that was attributable to its management of the Underlying Portfolios of the Trust in which the Asset Allocation Portfolios invest. The Board further considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Portfolios, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

 

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board considered the effective fees under the Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size on various fee schedules and reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

 

MSF-20


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

Board of Trustees’ Consideration of Advisory Agreements—(Continued)

 

 

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

 

*  *  *

MetLife Asset Allocation 20 Portfolio. The Board also considered the following information in relation to the Agreement with the Adviser regarding the Portfolio:

 

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe and Lipper Index for the one-year period ended June 30, 2016, and underperformed the median of its Performance Universe and its Lipper Index for the three- and five-year periods ended June 30, 2016. The Board further considered that the Portfolio underperformed its benchmark, the MetLife AA 20 Broad Index, for the one-, three-, and five-year periods ended October 31, 2016. The Board also took into account that the Portfolio outperformed its other benchmark, the Dow Jones Conservative Index, for the one-, three-, and five-year periods ended October 31, 2016.

 

The Board considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b-l fees) were below the Expense Group median and the Expense Universe median. The Board noted that the Portfolio’s contractual management fees were below the asset-weighted average of the Expense Group at the Portfolio’s current size.

 

MSF-21


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-22


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

 

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

 

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

 

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

 

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

 

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

 

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

 

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

 

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

 

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-23


Metropolitan Series Fund

MetLife Asset Allocation 20 Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-24


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

Managed by MetLife Advisers, LLC

Portfolio Manager Commentary*

 

PERFORMANCE

For the one year period ended December 31, 2016, the Class A and B share of the MetLife Asset Allocation 40 Portfolio returned 6.33% and 6.09%, respectively. The Portfolio’s benchmark, the Dow Jones Moderately Conservative Index1, returned 5.65%.

ECONOMIC AND MARKET REVIEW

Investors started off 2016 with a bit of a scare as market participants priced in a potential collapse of growth in China and a global recession. The markets are known for their desire to predict future outcomes, but the underlying economic factors had changed only marginally from the year prior. One of the biggest fears and conundrums that was extrapolated upon was the stubbornly low rate of inflation despite the supposedly inflationary activities conducted by central banks around the globe. As it turned out though, it was the supply factors that were the main driver behind falling commodity prices, not a drop in demand. As a result, the economic datasets continued to improve and investors with a longer term view and calm nerves were able to enjoy a strong rebound.

Investor nerves were tested once again by the end of June as the U.K. voted to leave the European Union (“Brexit”). Global markets, as measured by the MSCI ACWI Index, reacted sharply, dropping over 7% during the following two trading days, but the misery was short lived and losses were recouped within two weeks, with the seemingly devastating impact on the global economy of the Brexit all but forgotten.

As economic data continued to improve, so did the odds that the Federal Reserve (the “Fed”) was going to raise interest rates before the year was over. As with any addict being removed from stimulants, the market reacted negatively and the month of October and the first part of November delivered negative returns for all major equity and fixed income benchmarks. Then it was time for the presidential election which, to most, surprisingly was won by Donald Trump. Overnight, as it became clear that Trump would win, futures on the S&P 500 Index declined nearly 6% but by the time Trump had delivered his acceptance speech, the S&P 500 Index was up more than 1%, providing another example of extreme market movements based on sentiment.

For the remainder of the year, global developed equities enjoyed healthy gains led by U.S. stocks, as the market celebrated the prospects of fiscal stimulus via lower taxes and less regulation as a result of policies expected to be implemented by the new government. The dollar rallied strongly as well, causing a headwind for emerging market equities which ended the year on a negative note.

10-year U.S. Treasury rates finished the 2016 rollercoaster ride at 2.49%, slightly above the 2.24% at the beginning of the year, after having dropped to 1.37% by early July. The strong spike in rates after the election was a result of the Fed’s expected second rate hike in a decade, and their intention of raising rates further in 2017. In addition, there was upward pressure on longer-term rates from the perceived expansionary fiscal policies about to be implemented, which are expected to lead to higher inflation and higher levels of government debt in the U.S.

In summary, 2016 was marked by a year of significant political change, the perceived beginning of a rising interest rate environment, a U.S. equity market reaching new highs with Energy and Financial sectors as the new leaders and the Healthcare sector the laggard, a stronger dollar, and a global economy with continued but muted improvement.

Overall, Natural Resources, Small Cap equities, and High Yield bonds provided the strongest return in 2016, delivering returns of 30.87%, 21.31%, and 17.13% respectively (as measured by the S&P North American Natural Resources Index, the Russell 2000 Index, and the Bloomberg Barclays U.S. Corporate High Yield Bond Index). The U.S. stock market, as measured by the S&P 500 Index, returned a healthy 11.96% for the year, followed by Emerging Markets which returned 11.19% as measured by the MSCI Emerging Markets Total Return Index.

PORTFOLIO REVIEW / PERIOD-END POSITIONING

The MetLife Asset Allocation 40 Portfolio invested in underlying portfolios of the Met Investors Series Trust and the Metropolitan Series Fund to maintain a broad asset allocation of approximately 40% to equities and 60% to fixed income.

Over the twelve month period, the Portfolio outpaced the Dow Jones Moderately Conservative Index. While expenses, weak security selection within the underlying equity portfolios, and an underweight to small cap weighed on relative performance, an overweight to U.S. bonds versus cash, an overweight to high yield bonds, strong security selection within the international equity portfolios, and an overweight to natural resources more than offset the negative impact.

The fixed income portfolio in aggregate contributed positively to the Asset Allocation 40 Portfolio’s relative performance as a result of better sector positioning versus the overall benchmark. At the individual portfolio level, the Western Asset Management Strategic Bond Opportunities Portfolio outperformed its respective benchmark by a wide margin. The Portfolio benefitted greatly from an overweight to high yield and emerging market debt as well as more favorable yield curve positioning. Another strong performer was the Met/Franklin Low Duration Total Return Portfolio which benefitted from exposures to corporate loans, high yield corporate credit, non-agency residential mortgage-backed securities, Treasury inflation protected securities, and commercial mortgage-backed securities. The PIMCO Inflation Protected Bond Portfolio also outperformed its benchmark, primarily because the Portfolio correctly positioned for a higher than expected inflation rate as inflation expectations rose, and as a result of exposure to U.K. real rates as rates fell across the curve post-Brexit. Despite outperforming its benchmark by almost 15% during the last

 

MSF-1


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

Managed by MetLife Advisers, LLC

Portfolio Manager Commentary*—(Continued)

 

six months of the year, the Met/Templeton International Bond Portfolio ended up slightly underperforming its benchmark for the year. The biggest impact on relative performance was the Portfolio’s very defensive exposure to interest rates which was a large detractor from performance during the first half of the year as rates fell, but an almost equally large contributor to performance during the second half of the year as rates rose. Finally, the Portfolio’s significant overweight to high yield bonds was a strong contributor to the Asset Allocation 40 Portfolio’s relative performance. This was despite the BlackRock High Yield Portfolio underperforming its benchmark by the widest margin of any of the fixed income funds utilized. The main detractor to relative performance came from an underweight to Oil Field Services as names within the sector rallied strongly as energy prices stabilized.

Contribution from the domestic equity portfolios to relative performance was minimal, as a beneficial value tilt generally was outweighed by poor stock selection in most of the underlying portfolios. The BlackRock Large Cap Value Portfolio was able to outperform its benchmark, primarily as a result of an overweight to and selection within Financials, as well as strong stock selection in Energy and Healthcare. The Met/Artisan Mid Cap Value Portfolio also managed to outperform its benchmark. Contribution to relative performance came primarily from underweights to Real Estate, Health Care, Utilities, and Consumer Staples, as well as strong stock selection within the Energy sector. All domestic large cap growth portfolios underperformed their respective benchmarks significantly. While the specifics varied, poor stock selection within Healthcare was a strong headwind across all portfolios as the sector was heavily influenced by comments from politicians on both sides of the aisle regarding product pricing and the general structure of healthcare services in the U.S. Another headwind across the board was within Technology, where high growth names were punished severely in the first six months of the year and didn’t recover enough during the latter six months of the year to make it back to positive territory. Within the small cap space, only the Invesco Small Cap Growth Portfolio was able to beat its benchmark. While the Portfolio’s asset allocation was a drag on relative performance, strong security selection within Healthcare and Energy more than outweighed the negative impact.

The international equity portfolios overall provided favorable relative returns. The Van Eck Global Natural Resources Portfolio delivered the biggest absolute return and the biggest relative outperformance of all the portfolios in the Asset Allocation 40 Portfolio as commodity prices rebounded strongly over the year. The Portfolio’s relative outperformance was driven by overweights to and strong selection within Diversified Metals & Mining, Oil & Gas Drilling, and Copper. The Harris Oakmark International Portfolio was another strong performer for the year, mostly as a result strong stock selection within the Basic Materials sector and an overweight to, and strong selection within, the Industrials sector. At the other end of the spectrum was the Met/Artisan International Portfolio, which significantly underperformed its benchmark as a result of poor stock selection.

Investment Committee

MetLife Advisers, LLC

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the advisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-2


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE DOW JONES MODERATELY CONSERVATIVE INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
MetLife Asset Allocation 40 Portfolio                 

Class A

       6.33           6.63           4.80   

Class B

       6.09           6.37           4.54   
Dow Jones Moderately Conservative Index        5.65           5.11           4.58   

1 The Dow Jones Moderately Conservative Index is a total return index designed to provide asset allocation strategists with a target risk benchmark. Each month, the Index adjusts its weighting of stocks, bonds, and cash indices (both domestic and foreign) such that the risk combination will have 40% of the risk of an all equity portfolio.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 
BlackRock Bond Income Portfolio (Class A)      9.5   
PIMCO Total Return Portfolio (Class A)      9.0   
Western Asset Management U.S. Government Portfolio (Class A)      8.0   
TCW Core Fixed Income Portfolio (Class A)      8.0   
JPMorgan Core Bond Portfolio (Class A)      7.0   
PIMCO Inflation Protected Bond Portfolio (Class A)      6.0   
Met/Wellington Core Equity Opportunities Portfolio (Class A)      3.8   
Western Asset Management Strategic Bond Opportunities Portfolio (Class A)      3.5   
MFS Value Portfolio (Class A)      3.5   
T. Rowe Price Large Cap Value Portfolio (Class A)      3.5   

 

MSF-3


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

MetLife Asset Allocation 40 Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.61    $ 1,000.00         $ 1,029.90         $ 3.11   
   Hypothetical*      0.61    $ 1,000.00         $ 1,022.07         $ 3.10   

Class B(a)

   Actual      0.86    $ 1,000.00         $ 1,028.30         $ 4.38   
   Hypothetical*      0.86    $ 1,000.00         $ 1,020.81         $ 4.37   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio reflects the expenses of both the Portfolio and the Underlying Portfolios in which it invests.

 

MSF-4


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

Schedule of Investments as of December 31, 2016

Mutual Funds—100.0% of Net Assets

 

Security Description   Shares     Value  
Affiliated Investment Companies—100.0%  

Baillie Gifford International Stock Portfolio (Class A) (a)

    13,277,655     $ 133,573,209  

BlackRock Bond Income Portfolio (Class A) (a)

    6,090,927       645,577,309  

BlackRock Capital Appreciation Portfolio (Class A) (a)

    4,103,684       136,365,415  

BlackRock High Yield Portfolio (Class A) (b)

    4,499,866       34,558,974  

BlackRock Large Cap Value Portfolio (Class A) (a)

    15,227,343       137,502,904  

Clarion Global Real Estate Portfolio (Class A) (b)

    4,178,592       48,638,817  

ClearBridge Aggressive Growth Portfolio (Class A) (b)

    6,572,230       102,855,403  

Goldman Sachs Mid Cap Value Portfolio (Class A) (b)

    1,486,067       17,223,519  

Harris Oakmark International Portfolio (Class A) (b)

    14,413,767       189,973,451  

Invesco Comstock Portfolio (Class A) (b)

    14,100,853       206,718,506  

Invesco Small Cap Growth Portfolio (Class A) (b)

    6,236,306       85,686,849  

Jennison Growth Portfolio (Class A) (a)

    7,758,597       102,801,414  

JPMorgan Core Bond Portfolio (Class A) (b)

    46,391,317       474,119,258  

JPMorgan Small Cap Value Portfolio (Class A) (b)

    2,857,968       51,757,801  

Met/Aberdeen Emerging Markets Equity Portfolio (Class A) (b)

    7,242,100       65,106,482  

Met/Artisan International Portfolio (Class A) (b)

    9,350,429       80,974,716  

Met/Artisan Mid Cap Value Portfolio (Class A) (a)

    74,324       17,189,729  

Met/Eaton Vance Floating Rate Portfolio (Class A) (b)

    13,343,516       138,105,389  

Met/Franklin Low Duration Total Return Portfolio (Class A) (b)

    21,515,284       206,977,028  

Met/Templeton International Bond Portfolio (Class A) (b)

    17,190,819       172,595,819  

Met/Wellington Core Equity Opportunities Portfolio (Class A) (a)

    9,019,222       258,039,946  

Met/Wellington Large Cap Research Portfolio (Class A) (b)

    11,232,851       154,676,356  

MetLife Small Cap Value Portfolio
(Class A) (b)

    4,331,731       69,047,792  

MFS Research International Portfolio (Class A) (b)

    10,085,332       102,366,120  

MFS Value Portfolio (Class A) (a)

    15,757,143       241,241,854  
Affiliated Investment Companies—(Continued)  

Neuberger Berman Genesis Portfolio (Class A) (a)

    2,418,404     51,705,471  

Oppenheimer Global Equity Portfolio (Class A) (b)

    3,570,922       68,847,375  

PIMCO Inflation Protected Bond Portfolio (Class A) (b) (c)

    41,783,301       408,222,848  

PIMCO Total Return Portfolio (Class A) (b)

    54,115,005       612,581,861  

T. Rowe Price Large Cap Growth Portfolio (Class A) (a)

    6,790,138       137,024,982  

T. Rowe Price Large Cap Value Portfolio (Class A) (b)

    7,131,774       241,125,272  

T. Rowe Price Mid Cap Growth Portfolio (Class A) (b)

    3,302,610       34,248,063  

TCW Core Fixed Income Portfolio (Class A) (b)

    53,765,765       543,034,223  

Van Eck Global Natural Resources Portfolio (Class A) (a)

    6,193,723       67,263,829  

Western Asset Management Strategic Bond Opportunities Portfolio (Class A) (a)

    18,019,032       241,274,845  

Western Asset Management U.S. Government Portfolio (Class A) (a)

    46,351,655       544,168,434  
   

 

 

 

Total Mutual Funds
(Cost $6,794,027,749)

      6,823,171,263  
   

 

 

 

Total Investments—100.0%
(Cost $6,794,027,749) (d)

      6,823,171,263  

Other assets and liabilities (net)—0.0%

      (1,990,745
   

 

 

 
Net Assets—100.0%     $ 6,821,180,518  
   

 

 

 

 

(a) A Portfolio of Metropolitan Series Fund. (See Note 6 of the Notes to Financial Statements for a summary of transactions in the securities of affiliated Underlying Portfolios.)
(b) A Portfolio of Met Investors Series Trust. (See Note 6 of the Notes to Financial Statements for a summary of transactions in the securities of affiliated Underlying Portfolios.)
(c) Non-income producing security.
(d) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $6,837,041,315. The aggregate unrealized appreciation and depreciation of investments were $216,657,925 and $(230,527,977), respectively, resulting in net unrealized depreciation of $(13,870,052) for federal income tax purposes.

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

Schedule of Investments as of December 31, 2016

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2      Level 3      Total  
Mutual Funds   

Affiliated Investment Companies

   $ 6,823,171,263       $ —         $ —         $ 6,823,171,263   

Total Investments

   $ 6,823,171,263       $ —         $ —         $ 6,823,171,263   
                                     

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

  

Affiliated investments at value (a)

   $ 6,823,171,263   

Receivable for:

  

Investments sold

     3,819,850   

Fund shares sold

     128,340   
  

 

 

 

Total Assets

     6,827,119,453   

Liabilities

  

Payables for:

  

Fund shares redeemed

     3,948,190   

Accrued Expenses:

  

Management fees

     322,147   

Distribution and service fees

     1,432,053   

Deferred trustees’ fees

     188,342   

Other expenses

     48,203   
  

 

 

 

Total Liabilities

     5,938,935   
  

 

 

 

Net Assets

   $ 6,821,180,518   
  

 

 

 

Net Assets Consist of:

  

Paid in surplus

   $ 6,498,491,745   

Undistributed net investment income

     131,160,495   

Accumulated net realized gain

     162,384,764   

Unrealized appreciation on affiliated investments

     29,143,514   
  

 

 

 

Net Assets

   $ 6,821,180,518   
  

 

 

 

Net Assets

  

Class A

   $ 90,985,993   

Class B

     6,730,194,525   

Capital Shares Outstanding*

  

Class A

     8,009,613   

Class B

     598,463,093   

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 11.36   

Class B

     11.25   

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of affiliated investments was $6,794,027,749.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

  

Dividends from Affiliated Underlying Portfolios

   $ 141,574,169   

Interest

     865   

Other income (a)

     22,738   
  

 

 

 

Total investment income

     141,597,772   

Expenses

  

Management fees

     3,890,199   

Administration fees

     22,191   

Custodian and accounting fees

     27,753   

Distribution and service fees—Class B

     17,328,511   

Audit and tax services

     31,263   

Legal

     33,028   

Trustees’ fees and expenses

     45,247   

Miscellaneous

     14,501   
  

 

 

 

Total expenses

     21,392,693   
  

 

 

 

Net Investment Income

     120,205,079   
  

 

 

 

Net Realized and Unrealized Gain (Loss)

  

Net realized gain on:   

Affiliated investments

     25,617,015   

Capital gain distributions from Affiliated Underlying Portfolios

     190,208,170   
  

 

 

 

Net realized gain

     215,825,185   
  

 

 

 

Net change in unrealized appreciation on affiliated investments

     75,487,126   
  

 

 

 

Net realized and unrealized gain

     291,312,311   
  

 

 

 

Net Increase in Net Assets From Operations

   $ 411,517,390   
  

 

 

 

 

(a) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

  

From Operations

  

Net investment income

   $ 120,205,079      $ 207,492,901   

Net realized gain

     215,825,185        510,606,763   

Net change in unrealized appreciation (depreciation)

     75,487,126        (781,991,413
  

 

 

   

 

 

 

Increase (decrease) in net assets from operations

     411,517,390        (63,891,749
  

 

 

   

 

 

 

From Distributions to Shareholders

  

Net investment income

  

Class A

     (3,752,608     (518,211

Class B

     (245,962,542     (21,482,236

Net realized capital gains

  

Class A

     (6,398,157     (5,972,166

Class B

     (452,755,406     (431,486,058
  

 

 

   

 

 

 

Total distributions

     (708,868,713     (459,458,671
  

 

 

   

 

 

 

Decrease in net assets from capital share transactions

     (136,732,186     (638,557,857
  

 

 

   

 

 

 

Total decrease in net assets

     (434,083,509     (1,161,908,277

Net Assets

  

Beginning of period

     7,255,264,027        8,417,172,304   
  

 

 

   

 

 

 

End of period

   $ 6,821,180,518      $ 7,255,264,027   
  

 

 

   

 

 

 

Undistributed net investment income

  

End of period

   $ 131,160,495      $ 249,313,212   
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

  

Sales

     640,434      $ 7,395,624        849,812      $ 10,598,533   

Reinvestments

     927,011        10,150,765        528,532        6,490,377   

Redemptions

     (2,181,467     (25,122,906     (1,615,348     (20,139,971
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (614,022   $ (7,576,517     (237,004   $ (3,051,061
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

  

Sales

     7,093,454      $ 81,278,867        7,961,364      $ 98,018,022   

Reinvestments

     64,397,968        698,717,948        37,189,515        452,968,294   

Redemptions

     (79,694,568     (909,152,484     (95,699,293     (1,186,493,112
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (8,203,146   $ (129,155,669     (50,548,414   $ (635,506,796
  

 

 

   

 

 

   

 

 

   

 

 

 

Decrease derived from capital shares transactions

     $ (136,732,186     $ (638,557,857
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

Financial Highlights

 

Selected per share data                                   
     Class A  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 11.90       $ 12.74       $ 12.99       $ 12.14       $ 11.25   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.23         0.36         0.24         0.29         0.28   

Net realized and unrealized gain (loss) on investments

     0.48         (0.44      0.40         1.04         1.02   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.71         (0.08      0.64         1.33         1.30   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.46      (0.06      (0.41      (0.35      (0.37

Distributions from net realized capital gains

     (0.79      (0.70      (0.48      (0.13      (0.04
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (1.25      (0.76      (0.89      (0.48      (0.41
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 11.36       $ 11.90       $ 12.74       $ 12.99       $ 12.14   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     6.33         (0.78      5.16         11.20         11.74   

Ratios/Supplemental Data

              

Ratio of expenses to average net assets (%) (c)

     0.06         0.06         0.06         0.08         0.08   

Ratio of net investment income to average net assets (%) (d)

     1.97         2.85         1.92         2.31         2.37   

Portfolio turnover rate (%)

     8         16         15         15         10   

Net assets, end of period (in millions)

   $ 91.0       $ 102.6       $ 112.9       $ 107.7       $ 97.3   
     Class B  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 11.79       $ 12.64       $ 12.89       $ 12.05       $ 11.17   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.19         0.32         0.03         0.26         0.25   

Net realized and unrealized gain (loss) on investments

     0.49         (0.43      0.57         1.03         1.01   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.68         (0.11      0.60         1.29         1.26   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.43      (0.04      (0.37      (0.32      (0.34

Distributions from net realized capital gains

     (0.79      (0.70      (0.48      (0.13      (0.04
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (1.22      (0.74      (0.85      (0.45      (0.38
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 11.25       $ 11.79       $ 12.64       $ 12.89       $ 12.05   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     6.09         (1.07      4.93         10.92         11.46   

Ratios/Supplemental Data

              

Ratio of expenses to average net assets (%) (c)

     0.31         0.31         0.31         0.33         0.33   

Ratio of net investment income to average net assets (%) (d)

     1.71         2.62         0.21         2.10         2.16   

Portfolio turnover rate (%)

     8         16         15         15         10   

Net assets, end of period (in millions)

   $ 6,730.2       $ 7,152.6       $ 8,304.3       $ 1,678.4       $ 1,618.0   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(c) The ratio of operating expenses to average net assets does not include expenses of the Underlying Portfolios in which the Asset Allocation Portfolio invests.
(d) Recognition of net investment income by the Asset Allocation Portfolio is affected by the timing of the declaration of dividends by the Underlying Portfolios in which it invests.

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is MetLife Asset Allocation 40 Portfolio (the “Asset Allocation Portfolio”), which is diversified. The Asset Allocation Portfolio operates under a “fund of funds” structure, investing substantially all of its assets in other Portfolios advised by MetLife Advisers (each, an “Underlying Portfolio,” and, collectively, the “Underlying Portfolios”). Shares in the Asset Allocation Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Asset Allocation Portfolio has registered and offers two classes of shares: Class A and B shares. Shares of each Class of the Asset Allocation Portfolio represent an equal pro rata interest in the Asset Allocation Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Asset Allocation Portfolio, and certain Asset Allocation Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Asset Allocation Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Asset Allocation Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Asset Allocation Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Investments in the Underlying Portfolios are valued at their closing daily net asset value on the valuation date. Investments in the Underlying Portfolios are categorized as Level 1 within the fair value hierarchy. For information about the use of fair value pricing by the Underlying Portfolios, please refer to the prospectuses of the Underlying Portfolios.

Investment Transactions and Related Investment Income - Asset Allocation Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Capital gains distributions received from the Underlying Portfolios are recorded as net realized gain in the Statement of Operations.

Dividends and Distributions to Shareholders - The Asset Allocation Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to distributions from Underlying Portfolios. These adjustments have no impact on net assets or the results of operations.

 

MSF-10


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Income Taxes - It is the Asset Allocation Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Asset Allocation Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Asset Allocation Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Asset Allocation Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

3. Certain Risks

In the normal course of business, the Underlying Portfolios invest in securities and enter into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Underlying Portfolios may decline in response to certain events, including those directly involving the companies whose securities are owned by the Underlying Portfolios; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Underlying Portfolios may be exposed to counterparty risk, or the risk that an entity with which the Underlying Portfolios have unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Underlying Portfolios to credit and counterparty risk consist principally of cash due from counterparties and investments. The Underlying Portfolios manage counterparty risk by entering into agreements only with counterparties that they believe have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Underlying Portfolios’ investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of their trading partners, (ii) monitoring and/or limiting the amount of their net exposure to each individual counterparty based on the adviser’s assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Underlying Portfolios restrict their exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom the Underlying Portfolios undertake a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

The Asset Allocation Portfolio’s prospectus includes a discussion of the principal risks of investing in the Asset Allocation Portfolio and in the Underlying Portfolios in which it invests.

4. Investment Transactions

Aggregate cost of purchases and proceeds of sales of shares of the Underlying Portfolios by the Asset Allocation Portfolio for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 562,199,344       $ 0       $ 1,097,486,044   

5. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Asset Allocation Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Asset Allocation Portfolio. For providing investment management services to the Asset Allocation Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$3,890,199      0.100   Of the first $500 million
     0.075   Of the next $500 million
     0.050   On amounts in excess of $1 billion

 

MSF-11


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

In addition to the above management fee paid to MetLife Advisers, the Asset Allocation Portfolio indirectly pays MetLife Advisers an investment advisory fee through its investments in the Underlying Portfolios.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Asset Allocation Portfolio’s Class A and B Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Asset Allocation Portfolio’s Class B shares. Under the Distribution and Services Plan, the Class B shares of the Asset Allocation Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Asset Allocation Portfolio shares for promoting or selling and servicing the Class B shares of the Asset Allocation Portfolio. The fees under the Distribution and Services Plan for each class of the Asset Allocation Portfolio’s shares are calculated as a percentage of the Asset Allocation Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares. Amount incurred by the Asset Allocation Portfolio for the year ended December 31, 2016 is shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an active employee of MetLife or its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Asset Allocation Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

6. Transactions in Securities of Affiliated Underlying Portfolios

The Asset Allocation Portfolio does not invest in the Underlying Portfolios for the purpose of exercising control; however, investments by the Asset Allocation Portfolio within its principal investment strategies may represent a significant portion of the Underlying Portfolios’ net assets. Transactions in the Underlying Portfolios for the year ended December 31, 2016 were as follows:

 

Underlying Portfolio

   Number of
shares held at
December 31, 2015
     Shares
purchased
     Shares
sold
    Number of
shares held at
December 31, 2016
 

Baillie Gifford International Stock

     14,833,137         551,073         (2,106,555     13,277,655   

BlackRock Bond Income

     6,216,855         399,794         (525,722     6,090,927   

BlackRock Capital Appreciation

     3,979,383         485,893         (361,592     4,103,684   

BlackRock High Yield

     5,014,395         340,246         (854,775     4,499,866   

BlackRock Large Cap Value

     17,051,891         2,030,000         (3,854,548     15,227,343   

Clarion Global Real Estate

     4,637,940         109,658         (569,006     4,178,592   

ClearBridge Aggressive Growth

     7,054,379         252,994         (735,143     6,572,230   

Goldman Sachs Mid Cap Value

     3,171,594         269,825         (1,955,352     1,486,067   

Harris Oakmark International

     13,076,802         3,435,462         (2,098,497     14,413,767   

Invesco Comstock

     15,402,207         2,276,023         (3,577,377     14,100,853   

Invesco Small Cap Growth

     7,136,912         1,515,083         (2,415,689     6,236,306   

Jennison Growth

     7,107,683         1,342,127         (691,213     7,758,597   

JPMorgan Core Bond

     49,911,714         1,581,729         (5,102,126     46,391,317   

JPMorgan Small Cap Value

     4,650,429         509,987         (2,302,448     2,857,968   

Lord Abbett Bond Debenture

     3,143,685         213,981         (3,357,666       

Met/Aberdeen Emerging Markets Equity

     8,223,175         902,014         (1,883,089     7,242,100   

Met/Artisan International

     9,398,029         132,224         (179,824     9,350,429   

Met/Artisan Mid Cap Value

     165,677         15,171         (106,524     74,324   

Met/Eaton Vance Floating Rate

     14,870,719         600,653         (2,127,856     13,343,516   

Met/Franklin Low Duration Total Return

     30,509,837         731,074         (9,725,627     21,515,284   

Met/Templeton International Bond

     21,948,523         64,699         (4,822,403     17,190,819   

Met/Wellington Core Equity Opportunities

     8,963,882         905,223         (849,883     9,019,222   

Met/Wellington Large Cap Research

     10,408,233         1,956,314         (1,131,696     11,232,851   

MetLife Small Cap Value

     5,584,381         463,300         (1,715,950     4,331,731   

 

MSF-12


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Underlying Portfolio

   Number of
shares held at
December 31, 2015
    Shares
purchased
     Shares
sold
    Number of
shares held at
December 31, 2016
 

MFS Research International

     10,221,149        563,142         (698,959     10,085,332   

MFS Value

     16,828,609        1,984,400         (3,055,866     15,757,143   

Neuberger Berman Genesis

     3,932,809        111,691         (1,626,096     2,418,404   

Oppenheimer Global Equity

     1,769,503        2,069,203         (267,784     3,570,922   

PIMCO Inflation Protected Bond

     47,383,678        17,133         (5,617,510     41,783,301   

PIMCO Total Return

     58,276,542        1,603,814         (5,765,351     54,115,005   

T. Rowe Price Large Cap Growth

     6,400,709        1,094,267         (704,838     6,790,138   

T. Rowe Price Large Cap Value

     7,460,847        1,197,416         (1,526,489     7,131,774   

T. Rowe Price Mid Cap Growth

     3,197,413        545,614         (440,417     3,302,610   

TCW Core Fixed Income

     51,581,213        6,421,743         (4,237,191     53,765,765   

Van Eck Global Natural Resources

     7,773,717        2,148,562         (3,728,556     6,193,723   

Western Asset Management Strategic Bond Opportunities

     17,503,336        3,098,353         (2,582,657     18,019,032   

Western Asset Management U.S. Government

     49,312,059        1,535,718         (4,496,122     46,351,655   

Underlying Portfolio

   Net Realized
Gain/(Loss) on sales
of Affiliated
Underlying
Portfolios
    Capital Gain
Distributions
from Affiliated
Underlying
Portfolios
     Dividend Income
from Affiliated
Underlying
Portfolios
    Ending Value
as of
December 31, 2016
 

Baillie Gifford International Stock

   $ 2,768,771      $       $ 2,302,638      $ 133,573,209   

BlackRock Bond Income

     879,202                21,206,802        645,577,309   

BlackRock Capital Appreciation

     1,687,683        12,733,452                136,365,415   

BlackRock High Yield

     (592,282             2,418,424        34,558,974   

BlackRock Large Cap Value

     (1,728,511     10,833,525         2,370,331        137,502,904   

Clarion Global Real Estate

     1,254,237                1,229,211        48,638,817   

ClearBridge Aggressive Growth

     4,652,080                710,688        102,855,403   

Goldman Sachs Mid Cap Value

     (4,068,617     1,358,479         197,569        17,223,519   

Harris Oakmark International

     1,431,819        12,409,067         4,428,729        189,973,451   

Invesco Comstock

     19,449,074        16,548,177         6,010,637        206,718,506   

Invesco Small Cap Growth

     1,779,937        15,639,334                85,686,849   

Jennison Growth

     1,213,782        13,859,298         313,163        102,801,414   

JPMorgan Core Bond

     (643,074             15,053,294        474,119,258   

JPMorgan Small Cap Value

     (845,082     3,578,425         995,105        51,757,801   

Lord Abbett Bond Debenture

     (148,570             2,396,593          

Met/Aberdeen Emerging Markets Equity

     (2,467,380             868,689        65,106,482   

Met/Artisan International

     (98,333             817,714        80,974,716   

Met/Artisan Mid Cap Value

     6,220,883        1,919,410         192,617        17,189,729   

Met/Eaton Vance Floating Rate

     143,379                5,930,935        138,105,389   

Met/Franklin Low Duration Total Return

     (3,053,206             6,880,267        206,977,028   

Met/Templeton International Bond

     (3,700,067     465,639                172,595,819   

Met/Wellington Core Equity Opportunities

     (2,058,647     11,487,152         4,206,065        258,039,946   

Met/Wellington Large Cap Research

     815,318        10,364,627         3,810,361        154,676,356   

MetLife Small Cap Value

     (2,381,557     1,884,930         927,014        69,047,792   

MFS Research International

     (120,495             2,370,207        102,366,120   

MFS Value

     12,574,621        22,324,716         5,596,726        241,241,854   

Neuberger Berman Genesis

     9,927,188                251,389        51,705,471   

Oppenheimer Global Equity

     (166,876     3,461,724         831,388        68,847,375   

PIMCO Inflation Protected Bond

     (6,283,107                    408,222,848   

PIMCO Total Return

     (7,037,338             17,852,502        612,581,861   

T. Rowe Price Large Cap Growth

     2,819,910        17,662,604         84,822        137,024,982   

T. Rowe Price Large Cap Value

     15,410,498        28,562,401         7,494,406        241,125,272   

T. Rowe Price Mid Cap Growth

     296,564        5,115,210                34,248,063   

TCW Core Fixed Income

     585,380                4,522,229        543,034,223   

Van Eck Global Natural Resources

     (22,772,248             576,718        67,263,829   

Western Asset Management Strategic Bond Opportunities

     (678,547             3,909,013        241,274,845   

Western Asset Management U.S. Government

     550,626                14,817,923        544,168,434   
  

 

 

   

 

 

    

 

 

   

 

 

 
   $ 25,617,015      $ 190,208,170       $ 141,574,169      $ 6,823,171,263   
  

 

 

   

 

 

    

 

 

   

 

 

 

 

MSF-13


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

7. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

8. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$251,467,645    $ 25,111,814      $ 457,401,068      $ 434,346,857      $ 708,868,713      $ 459,458,671  

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized

Depreciation
    Other
Accumulated
Capital Losses
     Total  
$131,370,425    $ 205,376,743      $ (13,870,054   $      $ 322,877,114  

The Asset Allocation Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Asset Allocation Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

9. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-14


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of MetLife Asset Allocation 40 Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of MetLife Asset Allocation 40 Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the transfer agent. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MetLife Asset Allocation 40 Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-15


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-16


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and MSF)
to present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-17


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST)
to present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF)
to present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF)
to present
   Vice President, MetLife, Inc. (2013-present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST)
to present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-18


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

Board of Trustees’ Consideration of Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (the “Advisory Agreements” or “Agreements”) with MetLife Advisers, LLC (the “Adviser”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser that the Adviser had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of nature, extent and quality of the services provided by the Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser has provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its investment management activities, trading practices, financial condition, relevant personnel matters and compliance program, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff regularly review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding material information related to those reviews and assessments.

The Board further considered the provision of investment advisory services by the Adviser to the MetLife Asset Allocation 20 Portfolio, MetLife Asset Allocation 40 Portfolio, MetLife Asset Allocation 60 Portfolio, MetLife Asset Allocation 80 Portfolio and MetLife Asset Allocation 100 Portfolio (the “Asset Allocation Portfolios”) and the American Funds Balanced Allocation Portfolio, American Funds

 

MSF-19


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

Board of Trustees’ Consideration of Advisory Agreements—(Continued)

 

Growth Allocation Portfolio and American Funds Moderate Allocation Portfolio (the “American Funds of Funds”). With respect to the Asset Allocation Portfolios, the Board noted that the Adviser has hired at its own expense an independent consultant to provide research and consulting services with respect to the periodic asset allocation targets for each of the Asset Allocation Portfolios and investments in other Portfolios of the Trusts (the “Underlying Portfolios”). Additionally, the Board considered that a committee, consisting of investment professionals from across the Adviser, meets regularly to review the asset allocations and discuss the performance of the Asset Allocation Portfolios and the American Funds of Funds.

The Board further considered and found that the advisory fee paid to the Adviser with respect to each Asset Allocation Portfolio and American Fund of Funds was based on services provided that were in addition to, rather than duplicative of, the services provided pursuant to the advisory agreements for the Underlying Portfolios in which the Portfolio invests.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance. The Board focused particular attention on Portfolios with less favorable performance records.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”) and a narrower group of peer funds (“Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report.

The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. In the case of the Asset Allocation Portfolios, the Board also considered the Adviser’s analysis of its profitability that was attributable to its management of the Underlying Portfolios of the Trust in which the Asset Allocation Portfolios invest. The Board further considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Portfolios, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board considered the effective fees under the Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size on various fee schedules and reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

 

MSF-20


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

Board of Trustees’ Consideration of Advisory Agreements—(Continued)

 

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

*  *  *

MetLife Asset Allocation 40 Portfolio. The Board also considered the following information in relation to the Agreement with the Adviser regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe and its Lipper Index for the three- and five-year periods ended June 30, 2016, and underperformed the median of its Performance Universe and its Lipper Index for the one-year period ended June 30, 2016. The Board further considered that the Portfolio underperformed its benchmark, the MetLife AA 40 Broad Index, for the one-, three-, and five-year periods ended October 31, 2016. In addition, the Board noted that the Portfolio outperformed its other benchmark, the Dow Jones Moderately Conservative Index, for the three- and five-year periods ended October 31, 2016, and underperformed its other benchmark for the one-year period ended October 31, 2016.

The Board also considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b-l fees) were below the Expense Group median and Expense Universe median. The Board noted that the Portfolio’s contractual management fees were below the asset-weighted average of the Expense Group at the Portfolio’s current size.

 

MSF-21


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-22


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-23


Metropolitan Series Fund

MetLife Asset Allocation 40 Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-24


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

Managed by MetLife Advisers, LLC

Portfolio Manager Commentary*

 

PERFORMANCE

For the one year period ended December 31, 2016, the Class A and B share of the MetLife Asset Allocation 60 Portfolio returned 7.47% and 7.11%, respectively. The Portfolio’s benchmark, the Dow Jones Moderate Index1, returned 7.67%.

ECONOMIC AND MARKET REVIEW

Investors started off 2016 with a bit of a scare as market participants priced in a potential collapse of growth in China and a global recession. The markets are known for their desire to predict future outcomes, but the underlying economic factors had changed only marginally from the year prior. One of the biggest fears and conundrums that was extrapolated upon was the stubbornly low rate of inflation despite the supposedly inflationary activities conducted by central banks around the globe. As it turned out though, it was the supply factors that were the main driver behind falling commodity prices, not a drop in demand. As a result, the economic datasets continued to improve and investors with a longer term view and calm nerves were able to enjoy a strong rebound.

Investor nerves were tested once again by the end of June as the U.K. voted to leave the European Union (“Brexit”). Global markets, as measured by the MSCI ACWI Index, reacted sharply, dropping over 7% during the following two trading days, but the misery was short lived and losses were recouped within two weeks, with the seemingly devastating impact on the global economy of the Brexit all but forgotten.

As economic data continued to improve, so did the odds that the Federal Reserve (the “Fed”) was going to raise interest rates before the year was over. As with any addict being removed from stimulants, the market reacted negatively and the month of October and the first part of November delivered negative returns for all major equity and fixed income benchmarks. Then it was time for the presidential election which, to most, surprisingly was won by Donald Trump. Overnight, as it became clear that Trump would win, futures on the S&P 500 Index declined nearly 6% but by the time Trump had delivered his acceptance speech, the S&P 500 Index was up more than 1%, providing another example of extreme market movements based on sentiment.

For the remainder of the year, global developed equities enjoyed healthy gains led by U.S. stocks, as the market celebrated the prospects of fiscal stimulus via lower taxes and less regulation as a result of policies expected to be implemented by the new government. The dollar rallied strongly as well, causing a headwind for emerging market equities which ended the year on a negative note.

10-year U.S. Treasury rates finished the 2016 rollercoaster ride at 2.49%, slightly above the 2.24% at the beginning of the year, after having dropped to 1.37% by early July. The strong spike in rates after the election was a result of the Fed’s expected second rate hike in a decade, and their intention of raising rates further in 2017. In addition, there was upward pressure on longer-term rates from the perceived expansionary fiscal policies about to be implemented, which are expected to lead to higher inflation and higher levels of government debt in the U.S.

In summary, 2016 was marked by a year of significant political change, the perceived beginning of a rising interest rate environment, a U.S. equity market reaching new highs with Energy and Financial sectors as the new leaders and the Healthcare sector the laggard, a stronger dollar, and a global economy with continued but muted improvement.

Overall, Natural Resources, Small Cap equities, and High Yield bonds provided the strongest return in 2016, delivering returns of 30.87%, 21.31%, and 17.13% respectively (as measured by the S&P North American Natural Resources Index, the Russell 2000 Index, and the Bloomberg Barclays U.S. Corporate High Yield Bond Index). The U.S. stock market, as measured by the S&P 500 Index, returned a healthy 11.96% for the year, followed by Emerging Markets which returned 11.19% as measured by the MSCI Emerging Markets Total Return Index.

PORTFOLIO REVIEW / PERIOD-END POSITIONING

The MetLife Asset Allocation 60 Portfolio invested in underlying portfolios of the Met Investors Series Trust and the Metropolitan Series Fund to maintain a broad asset allocation of approximately 60% to equities and 40% to fixed income.

Over the twelve month period, the Portfolio underperformed the Dow Jones Moderate Index. While expenses, weak security selection within the underlying equity portfolios, and an underweight to small cap weighed on relative performance, an overweight to high yield bonds, strong security selection within the international equity portfolios, and an overweight to natural resources offset some of the negative impact.

The fixed income portfolios in aggregate contributed positively to the Asset Allocation 60 Portfolio’s relative performance as a result of better sector positioning versus the overall benchmark. At the individual portfolio level, the Western Asset Management Strategic Bond Opportunities Portfolio outperformed its respective benchmark by a wide margin. The Portfolio benefitted greatly from an overweight to high yield and emerging market debt as well as more favorable yield curve positioning. Another strong performer was the Met/Franklin Low Duration Total Return Portfolio which benefitted from exposures to corporate loans, high yield corporate credit, non-agency residential mortgage-backed securities, Treasury inflation protected securities, and commercial mortgage-backed securities. The PIMCO Inflation Protected Bond Portfolio also outperformed its benchmark, primarily because the Portfolio correctly positioned for a higher than expected inflation rate as inflation expectations rose, and as a result of exposure to U.K. real rates as rates fell across the curve post-Brexit. Despite outperforming its benchmark by almost 15% during the last

 

MSF-1


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

Managed by MetLife Advisers, LLC

Portfolio Manager Commentary*—(Continued)

 

six months of the year, the Met/Templeton International Bond Portfolio ended up slightly underperforming its benchmark for the year. The biggest impact on relative performance was the Portfolio’s very defensive exposure to interest rates which was a large detractor from performance during the first half of the year as rates fell, but an almost equally large contributor to performance during the second half of the year as rates rose. Finally, the Portfolio’s significant overweight to high yield bonds was a strong contributor to the Asset Allocation 60 Portfolio’s relative performance. This was despite the BlackRock High Yield Portfolio underperforming its benchmark by the widest margin of any of the fixed income funds utilized. The main detractor to relative performance came from an underweight to Oil Field Services as names within the sector rallied strongly as energy prices stabilized.

Contribution from the domestic equity portfolios to relative performance was negative as performance was weighed down by poor stock selection in most of the underlying portfolios. The BlackRock Large Cap Value Portfolio was able to outperform its benchmark, primarily as a result of an overweight to and selection within Financials, as well as strong stock selection in Energy and Healthcare. The Met/Artisan Mid Cap Value Portfolio also managed to outperform its benchmark. Contribution to relative performance came primarily from underweights to Real Estate, Health Care, Utilities, and Consumer Staples, as well as strong stock selection within the Energy sector. All domestic large cap growth portfolios underperformed their respective benchmarks significantly. While the specifics varied, poor stock selection within Healthcare was a strong headwind across all portfolios, as the sector was heavily influenced by comments from politicians on both sides of the aisle regarding product pricing and the general structure of healthcare services in the U.S. Another headwind across the board was within Technology, where high growth names were punished severely in the first six months of the year, and didn’t recover enough during the latter six months of the year to make it back to positive territory. The Morgan Stanley Mid Cap Growth Portfolio significantly underperformed its benchmark. The main contributor to the poor performance was stock selection within the Financials, Healthcare, and Technology sectors. Within the small cap space, only the Invesco Small Cap Growth Portfolio was able to beat its benchmark. While the Portfolio’s asset allocation was a drag on relative performance, strong security selection within Healthcare and Energy more than outweighed the negative impact.

The international equity portfolios overall provided favorable relative returns. The Van Eck Global Natural Resources Portfolio delivered the biggest absolute return and the biggest relative outperformance of all the funds in the Asset Allocation 60 Portfolio as commodity prices rebounded strongly over the year. The Portfolio’s relative outperformance was driven by overweight to, and strong selection within, Diversified Metals & Mining, Oil & Gas Drilling, and Copper. The Harris Oakmark International Portfolio was another strong performer for the year, mostly as a result of strong stock selection within the Basic Materials sector and an overweight to, and strong selection within, the Industrials sector. At the other end of the spectrum was the Met/Artisan International Portfolio, which significantly underperformed its benchmark as a result of poor stock selection.

Investment Committee

MetLife Advisers, LLC

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the advisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-2


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE DOW JONES MODERATE INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
MetLife Asset Allocation 60 Portfolio                 

Class A

       7.47           8.50           4.82   

Class B

       7.11           8.22           4.55   
Dow Jones Moderate Index        7.67           7.37           5.08   

1 The Dow Jones Moderate Index is a total return index designed to provide asset allocation strategists with a target risk benchmark. Each month, the Index adjusts its weighting of stocks, bonds, and cash indices (both domestic and foreign) such that the risk combination will have 60% of the risk of an all equity portfolio.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 
BlackRock Bond Income Portfolio (Class A)      6.4   
PIMCO Total Return Portfolio (Class A)      5.9   
TCW Core Fixed Income Portfolio (Class A)      5.3   
MFS Value Portfolio (Class A)      4.6   
Met/Wellington Core Equity Opportunities Portfolio (Class A)      4.6   
JPMorgan Core Bond Portfolio (Class A)      4.4   
T. Rowe Price Large Cap Value Portfolio (Class A)      4.1   
Western Asset Management U.S. Government Portfolio (Class A)      3.9   
Invesco Comstock Portfolio (Class A)      3.6   
BlackRock Large Cap Value Portfolio (Class A)      3.6   

 

MSF-3


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

MetLife Asset Allocation 60 Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.64    $ 1,000.00         $ 1,047.20         $ 3.29   
   Hypothetical*      0.64    $ 1,000.00         $ 1,021.92         $ 3.25   

Class B(a)

   Actual      0.89    $ 1,000.00         $ 1,044.70         $ 4.57   
   Hypothetical*      0.89%       $ 1,000.00         $ 1,020.66         $ 4.52   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio reflects the expenses of both the Portfolio and the Underlying Portfolios in which it invests.

 

MSF-4


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

Schedule of Investments as of December 31, 2016

Mutual Funds—100.0% of Net Assets

 

Security Description   Shares     Value  
Affiliated Investment Companies—100.0%  

Baillie Gifford International Stock Portfolio (Class A) (a)

    34,374,118      $ 345,803,623   

BlackRock Bond Income Portfolio (Class A) (a)

    8,548,930        906,101,120   

BlackRock Capital Appreciation Portfolio (Class A) (a)

    12,669,965        421,022,938   

BlackRock High Yield Portfolio (Class A) (b)

    11,367,631        87,303,408   

BlackRock Large Cap Value Portfolio (Class A) (a)

    56,915,647        513,948,294   

Clarion Global Real Estate Portfolio (Class A) (b)

    17,363,812        202,114,774   

ClearBridge Aggressive Growth Portfolio (Class A) (b)

    29,906,151        468,031,271   

Goldman Sachs Mid Cap Value Portfolio (Class A) (b)

    3,154,171        36,556,838   

Harris Oakmark International Portfolio (Class A) (b)

    36,091,653        475,687,986   

Invesco Comstock Portfolio (Class A) (b)

    35,357,565        518,341,903   

Invesco Small Cap Growth Portfolio (Class A) (b)

    15,835,532        217,580,209   

Jennison Growth Portfolio (Class A) (a)

    37,630,435        498,603,269   

JPMorgan Core Bond Portfolio (Class A) (b)

    61,180,076        625,260,372   

JPMorgan Small Cap Value Portfolio (Class A) (b)

    6,257,816        113,329,041   

Loomis Sayles Small Cap Growth Portfolio (Class A) (a)

    5,846,679        72,264,953   

Met/Aberdeen Emerging Markets Equity Portfolio (Class A) (b)

    26,067,044        234,342,723   

Met/Artisan International Portfolio (Class A) (b)

    34,062,613        294,982,226   

Met/Artisan Mid Cap Value Portfolio (Class A) (a)

    317,601        73,454,671   

Met/Dimensional International Small Company Portfolio (Class A) (a)

    11,346,986        142,631,619   

Met/Eaton Vance Floating Rate Portfolio (Class A) (b)

    27,844,011        288,185,518   

Met/Franklin Low Duration Total Return Portfolio (Class A) (b)

    29,623,117        284,974,385   

Met/Templeton International Bond Portfolio (Class A) (b)

    43,566,795        437,410,619   

Met/Wellington Core Equity Opportunities Portfolio (Class A) (a)

    22,730,943        650,332,281   

Met/Wellington Large Cap Research Portfolio (Class A) (b)

    31,636,505        435,634,679   

MetLife Small Cap Value Portfolio (Class A) (b)

    9,433,377        150,368,030   

MFS Research International Portfolio (Class A) (b)

    27,787,660        282,044,745   
Affiliated Investment Companies—(Continued)  

MFS Value Portfolio (Class A) (a)

    42,957,290      657,676,105   

Neuberger Berman Genesis Portfolio (Class A) (a)

    6,907,441        147,681,089   

Oppenheimer Global Equity Portfolio (Class A) (b)

    7,478,956        144,194,264   

PIMCO Inflation Protected Bond Portfolio (Class A) (b) (c)

    42,858,192        418,724,531   

PIMCO Total Return Portfolio (Class A) (b)

    74,004,896        837,735,427   

T. Rowe Price Large Cap Growth Portfolio (Class A) (a)

    21,302,407        429,882,565   

T. Rowe Price Large Cap Value Portfolio (Class A) (b)

    17,302,753        585,006,080   

T. Rowe Price Mid Cap Growth Portfolio (Class A) (b)

    13,893,994        144,080,723   

T. Rowe Price Small Cap Growth Portfolio (Class A) (a)

    10,201,894        218,422,552   

TCW Core Fixed Income Portfolio (Class A) (b)

    74,418,648        751,628,347   

Van Eck Global Natural Resources Portfolio (Class A) (a)

    26,372,873        286,409,402   

Western Asset Management Strategic Bond Opportunities Portfolio (Class A) (a)

    21,153,213        283,241,523   

Western Asset Management U.S. Government Portfolio (Class A) (a)

    47,552,995        558,272,166   
   

 

 

 

Total Mutual Funds
(Cost $13,937,196,985)

      14,239,266,269   
   

 

 

 

Total Investments—100.0%
(Cost $13,937,196,985) (d)

      14,239,266,269   

Other assets and liabilities (net)—0.0%

      (3,787,576
   

 

 

 
Net Assets—100.0%     $ 14,235,478,693   
   

 

 

 

 

(a) A Portfolio of Metropolitan Series Fund. (See Note 6 of the Notes to Financial Statements for a summary of transactions in the securities of affiliated Underlying Portfolios.)
(b) A Portfolio of Met Investors Series Trust. (See Note 6 of the Notes to Financial Statements for a summary of transactions in the securities of affiliated Underlying Portfolios.)
(c) Non-income producing security.
(d) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $14,040,988,943. The aggregate unrealized appreciation and depreciation of investments were $633,466,151 and $(435,188,825), respectively, resulting in net unrealized appreciation of $198,277,326 for federal income tax purposes.

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

Schedule of Investments as of December 31, 2016

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2      Level 3      Total  
Mutual Funds   

Affiliated Investment Companies

   $ 14,239,266,269       $ —         $ —         $ 14,239,266,269   

Total Investments

   $ 14,239,266,269       $ —         $ —         $ 14,239,266,269   
                                     

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

  

Affiliated investments at value (a)

   $ 14,239,266,269   

Receivable for:

  

Investments sold

     4,390,759   

Fund shares sold

     1,353,264   
  

 

 

 

Total Assets

     14,245,010,292   

Liabilities

  

Payables for:

  

Fund shares redeemed

     5,744,023   

Accrued Expenses:

  

Management fees

     637,791   

Distribution and service fees

     2,959,550   

Deferred trustees’ fees

     140,338   

Other expenses

     49,897   
  

 

 

 

Total Liabilities

     9,531,599   
  

 

 

 

Net Assets

   $ 14,235,478,693   
  

 

 

 

Net Assets Consist of:

  

Paid in surplus

   $ 13,215,569,437   

Undistributed net investment income

     249,317,628   

Accumulated net realized gain

     468,522,344   

Unrealized appreciation on affiliated investments

     302,069,284   
  

 

 

 

Net Assets

   $ 14,235,478,693   
  

 

 

 

Net Assets

  

Class A

   $ 331,190,922   

Class B

     13,904,287,771   

Capital Shares Outstanding*

  

Class A

     28,169,016   

Class B

     1,189,038,200   

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 11.76   

Class B

     11.69   

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of affiliated investments was $13,937,196,985.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

  

Dividends from affiliated investments

   $ 261,447,324   

Interest

     865   

Other income (a)

     141,196   
  

 

 

 

Total investment income

     261,589,385   

Expenses

  

Management fees

     7,535,844   

Administration fees

     22,191   

Custodian and accounting fees

     27,753   

Distribution and service fees—Class B

     34,983,392   

Audit and tax services

     31,204   

Legal

     32,989   

Trustees’ fees and expenses

     45,247   

Miscellaneous

     22,768   
  

 

 

 

Total expenses

     42,701,388   
  

 

 

 

Net Investment Income

     218,887,997   
  

 

 

 

Net Realized and Unrealized Gain (Loss)

  

Net realized gain on:   

Affiliated investments

     46,373,609   

Capital gain distributions from Affiliated Underlying Portfolios

     583,015,071   
  

 

 

 

Net realized gain

     629,388,680   
  

 

 

 

Net change in unrealized appreciation on affiliated investments

     137,092,249   
  

 

 

 

Net realized and unrealized gain

     766,480,929   
  

 

 

 

Net Increase in Net Assets From Operations

   $ 985,368,926   
  

 

 

 

 

(a) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

  

From Operations

  

Net investment income

   $ 218,887,997      $ 342,104,501   

Net realized gain

     629,388,680        1,441,615,565   

Net change in unrealized appreciation (depreciation)

     137,092,249        (1,947,867,438
  

 

 

   

 

 

 

Increase (decrease) in net assets from operations

     985,368,926        (164,147,372
  

 

 

   

 

 

 

From Distributions to Shareholders

  

Net investment income

  

Class A

     (11,103,260     (2,574,394

Class B

     (440,630,708     (82,914,174

Net realized capital gains

  

Class A

     (29,446,663     (22,379,384

Class B

     (1,271,092,592     (997,241,710
  

 

 

   

 

 

 

Total distributions

     (1,752,273,223     (1,105,109,662
  

 

 

   

 

 

 

Increase (decrease) in net assets from capital share transactions

     282,510,317        (490,987,334
  

 

 

   

 

 

 

Total decrease in net assets

     (484,393,980     (1,760,244,368

Net Assets

  

Beginning of period

     14,719,872,673        16,480,117,041   
  

 

 

   

 

 

 

End of period

   $ 14,235,478,693      $ 14,719,872,673   
  

 

 

   

 

 

 

Undistributed net investment income

  

End of period

   $ 249,317,628      $ 450,471,337   
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

  

Sales

     1,738,201      $ 20,624,999        2,093,319      $ 27,736,767   

Reinvestments

     3,640,029        40,549,923        1,909,241        24,953,778   

Redemptions

     (3,614,918     (43,116,439     (3,600,738     (47,485,604
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     1,763,312      $ 18,058,483        401,822      $ 5,204,941   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

  

Sales

     12,663,938      $ 150,563,373        14,904,548      $ 196,446,489   

Reinvestments

     154,348,359        1,711,723,300        82,961,281        1,080,155,884   

Redemptions

     (134,911,201     (1,597,834,839     (134,153,618     (1,772,794,648
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     32,101,096      $ 264,451,834        (36,287,789   $ (496,192,275
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase (decrease) derived from capital shares transactions

     $ 282,510,317        $ (490,987,334
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

Financial Highlights

 

Selected per share data                                   
     Class A  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 12.50       $ 13.57       $ 13.74       $ 11.98       $ 10.83   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.21         0.32         0.21         0.25         0.23   

Net realized and unrealized gain (loss) on investments

     0.63         (0.41      0.48         1.89         1.21   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.84         (0.09      0.69         2.14         1.44   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.43      (0.10      (0.32      (0.28      (0.29

Distributions from net realized capital gains

     (1.15      (0.88      (0.54      (0.10      0.00   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (1.58      (0.98      (0.86      (0.38      (0.29
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 11.76       $ 12.50       $ 13.57       $ 13.74       $ 11.98   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     7.47         (0.99      5.29         18.29         13.47   

Ratios/Supplemental Data

              

Ratio of expenses to average net assets (%) (c)

     0.05         0.05         0.05         0.06         0.06   

Ratio of net investment income to average net assets (%) (d)

     1.74         2.40         1.58         1.95         2.03   

Portfolio turnover rate (%)

     10         15         16         15         11   

Net assets, end of period (in millions)

   $ 331.2       $ 330.1       $ 353.0       $ 331.6       $ 274.8   
     Class B  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 12.44       $ 13.52       $ 13.69       $ 11.94       $ 10.79   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.18         0.28         0.05         0.22         0.21   

Net realized and unrealized gain (loss) on investments

     0.62         (0.41      0.61         1.88         1.20   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.80         (0.13      0.66         2.10         1.41   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.40      (0.07      (0.29      (0.25      (0.26

Distributions from net realized capital gains

     (1.15      (0.88      (0.54      (0.10      0.00   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (1.55      (0.95      (0.83      (0.35      (0.26
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 11.69       $ 12.44       $ 13.52       $ 13.69       $ 11.94   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     7.11         (1.27      5.05         17.98         13.24   

Ratios/Supplemental Data

              

Ratio of expenses to average net assets (%) (c)

     0.30         0.30         0.30         0.31         0.31   

Ratio of net investment income to average net assets (%) (d)

     1.52         2.15         0.39         1.71         1.81   

Portfolio turnover rate (%)

     10         15         16         15         11   

Net assets, end of period (in millions)

   $ 13,904.3       $ 14,389.8       $ 16,127.1       $ 5,420.8       $ 4,800.4   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(c) The ratio of operating expenses to average net assets does not include expenses of the Underlying Portfolios in which the Asset Allocation Portfolio invests.
(d) Recognition of net investment income by the Asset Allocation Portfolio is affected by the timing of the declaration of dividends by the Underlying Portfolios in which it invests.

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is MetLife Asset Allocation 60 Portfolio (the “Asset Allocation Portfolio”), which is diversified. The Asset Allocation Portfolio operates under a “fund of funds” structure, investing substantially all of its assets in other Portfolios advised by MetLife Advisers (each, an “Underlying Portfolio,” and, collectively, the “Underlying Portfolios”). Shares in the Asset Allocation Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Asset Allocation Portfolio has registered and offers two classes of shares: Class A and B shares. Shares of each Class of the Asset Allocation Portfolio represent an equal pro rata interest in the Asset Allocation Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Asset Allocation Portfolio, and certain Asset Allocation Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Asset Allocation Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Asset Allocation Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Asset Allocation Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Investments in the Underlying Portfolios are valued at their closing daily net asset value on the valuation date. Investments in the Underlying Portfolios are categorized as Level 1 within the fair value hierarchy. For information about the use of fair value pricing by the Underlying Portfolios, please refer to the prospectuses of the Underlying Portfolios.

Investment Transactions and Related Investment Income - Asset Allocation Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Capital gains distributions received from the Underlying Portfolios are recorded as net realized gain in the Statement of Operations.

Dividends and Distributions to Shareholders - The Asset Allocation Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to distribution re-designations and distributions from Underlying Portfolios. These adjustments have no impact on net assets or the results of operations.

 

MSF-10


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Income Taxes - It is the Asset Allocation Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Asset Allocation Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Asset Allocation Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Asset Allocation Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

3. Certain Risks

 

In the normal course of business, the Underlying Portfolios invest in securities and enter into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Underlying Portfolios may decline in response to certain events, including those directly involving the companies whose securities are owned by the Underlying Portfolios; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Underlying Portfolios may be exposed to counterparty risk, or the risk that an entity with which the Underlying Portfolios have unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Underlying Portfolios to credit and counterparty risk consist principally of cash due from counterparties and investments. The Underlying Portfolios manage counterparty risk by entering into agreements only with counterparties that they believe have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Underlying Portfolios’ investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of their trading partners, (ii) monitoring and/or limiting the amount of their net exposure to each individual counterparty based on the adviser’s assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Underlying Portfolios restrict their exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom the Underlying Portfolios undertake a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

The Asset Allocation Portfolio’s prospectus includes a discussion of the principal risks of investing in the Asset Allocation Portfolio and in the Underlying Portfolios in which it invests.

4. Investment Transactions

Aggregate cost of purchases and proceeds of sales of shares of the Underlying Portfolios by the Asset Allocation Portfolio for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 1,381,421,824       $ 0       $ 2,049,399,868   

5. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Asset Allocation Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Asset Allocation Portfolio. For providing investment management services to the Asset Allocation Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$7,535,844      0.100   Of the first $500 million
     0.075   Of the next $500 million
     0.050   On amounts in excess of $1 billion

 

MSF-11


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

In addition to the above management fee paid to MetLife Advisers, the Asset Allocation Portfolio indirectly pays MetLife Advisers an investment advisory fee through its investments in the Underlying Portfolios.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

 

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Asset Allocation Portfolio’s Class A and B Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Asset Allocation Portfolio’s Class B shares. Under the Distribution and Services Plan, the Class B shares of the Asset Allocation Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Asset Allocation Portfolio shares for promoting or selling and servicing the Class B shares of the Asset Allocation Portfolio. The fees under the Distribution and Services Plan for each class of the Asset Allocation Portfolio’s shares are calculated as a percentage of the Asset Allocation Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares. Amount incurred by the Asset Allocation Portfolio for the year ended December 31, 2016 is shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an active employee of MetLife or its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Asset Allocation Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

6. Transactions in Securities of Affiliated Underlying Portfolios

The Asset Allocation Portfolio does not invest in the Underlying Portfolios for the purpose of exercising control; however, investments by the Asset Allocation Portfolio within its principal investment strategies may represent a significant portion of the Underlying Portfolios’ net assets. Transactions in the Underlying Portfolios for the year ended December 31, 2016 were as follows:

 

Underlying Portfolio

   Number of
shares held at
December 31, 2015
     Shares
purchased
     Shares
sold
    Number of
shares held at
December 31, 2016
 

Baillie Gifford International Stock

     37,579,213         646,931         (3,852,026     34,374,118   

BlackRock Bond Income

     8,450,922         824,907         (726,899     8,548,930   

BlackRock Capital Appreciation

     12,239,055         1,407,419         (976,509     12,669,965   

BlackRock High Yield

     12,157,806         833,672         (1,623,847     11,367,631   

BlackRock Large Cap Value

     60,520,848         6,030,542         (9,635,743     56,915,647   

Clarion Global Real Estate

     19,027,930         446,481         (2,110,599     17,363,812   

ClearBridge Aggressive Growth

     28,753,090         2,942,952         (1,789,891     29,906,151   

Goldman Sachs Mid Cap Value

     6,424,892         416,803         (3,687,524     3,154,171   

Harris Oakmark International

     31,785,933         7,484,467         (3,178,747     36,091,653   

Invesco Comstock

     36,786,881         4,381,965         (5,811,281     35,357,565   

Invesco Small Cap Growth

     16,864,369         3,387,073         (4,415,910     15,835,532   

Jennison Growth

     34,055,978         5,980,304         (2,405,847     37,630,435   

JPMorgan Core Bond

     65,401,734         2,358,687         (6,580,345     61,180,076   

JPMorgan Small Cap Value

     9,538,284         733,800         (4,014,268     6,257,816   

Loomis Sayles Small Cap Growth

     5,587,636         793,888         (534,845     5,846,679   

Lord Abbett Bond Debenture

     8,946,551         610,812         (9,557,363       

Met/Aberdeen Emerging Markets Equity

     29,047,732         2,655,226         (5,635,914     26,067,044   

Met/Artisan International

     30,405,402         3,797,910         (140,699     34,062,613   

Met/Artisan Mid Cap Value

     670,611         48,841         (401,851     317,601   

Met/Dimensional International Small Company

     11,580,137         1,023,525         (1,256,676     11,346,986   

Met/Eaton Vance Floating Rate

     30,190,747         1,220,767         (3,567,503     27,844,011   

Met/Franklin Low Duration Total Return

     46,665,314         997,118         (18,039,315     29,623,117   

Met/Templeton International Bond

     44,786,279         800,460         (2,019,944     43,566,795   

Met/Wellington Core Equity Opportunities

     21,021,582         3,086,954         (1,377,593     22,730,943   

Met/Wellington Large Cap Research

     26,688,876         6,897,950         (1,950,321     31,636,505   

 

MSF-12


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Underlying Portfolio

   Number of
shares held at
December 31, 2015
    Shares
purchased
     Shares
sold
    Number of
shares held at
December 31, 2016
 

MetLife Small Cap Value

     14,320,914        599,208         (5,486,745     9,433,377   

MFS Research International

     27,620,038        1,003,724         (836,102     27,787,660   

MFS Value

     44,276,996        5,215,661         (6,535,367     42,957,290   

Neuberger Berman Genesis

     10,092,568        37,514         (3,222,641     6,907,441   

Oppenheimer Global Equity

     7,229,298        588,980         (339,322     7,478,956   

PIMCO Inflation Protected Bond

     48,179,383        8,944         (5,330,135     42,858,192   

PIMCO Total Return

     79,222,899        2,521,699         (7,739,702     74,004,896   

T. Rowe Price Large Cap Growth

     19,742,591        3,103,931         (1,544,115     21,302,407   

T. Rowe Price Large Cap Value

     17,481,846        2,802,730         (2,981,823     17,302,753   

T. Rowe Price Mid Cap Growth

     13,117,456        2,132,494         (1,355,956     13,893,994   

T. Rowe Price Small Cap Growth

     10,092,964        1,462,254         (1,353,324     10,201,894   

TCW Core Fixed Income

     67,619,840        12,494,436         (5,695,628     74,418,648   

Van Eck Global Natural Resources

     31,347,644        8,055,425         (13,030,196     26,372,873   

Western Asset Management Strategic Bond Opportunities

     20,131,062        8,337,480         (7,315,329     21,153,213   

Western Asset Management U.S. Government

     50,301,302        1,790,177         (4,538,484     47,552,995   

Underlying Portfolio

   Net Realized
Gain/(Loss) on sales
of Affiliated
Underlying
Portfolios
    Capital Gain
Distributions
from Affiliated
Underlying
Portfolios
     Dividend Income
from Affiliated
Underlying
Portfolios
    Ending Value
as of
December 31, 2016
 

Baillie Gifford International Stock

   $ 6,583,929      $       $ 5,901,450      $ 345,803,623   

BlackRock Bond Income

     1,050,362                29,451,371        906,101,120   

BlackRock Capital Appreciation

     4,587,306        39,001,720                421,022,938   

BlackRock High Yield

     (1,270,898             5,927,404        87,303,408   

BlackRock Large Cap Value

     (13,483,471     39,003,262         8,533,754        513,948,294   

Clarion Global Real Estate

     6,250,855                5,019,352        202,114,774   

ClearBridge Aggressive Growth

     19,666,784                3,104,530        468,031,271   

Goldman Sachs Mid Cap Value

     (11,789,669     2,799,199         407,099        36,556,838   

Harris Oakmark International

     89,702        29,778,968         10,627,952        475,687,986   

Invesco Comstock

     24,696,002        39,491,067         14,343,965        518,341,903   

Invesco Small Cap Growth

     (5,836,210     38,929,310                217,580,209   

Jennison Growth

     2,279,103        65,649,827         1,483,417        498,603,269   

JPMorgan Core Bond

     (989,009             19,630,242        625,260,372   

JPMorgan Small Cap Value

     (1,753,548     7,397,311         2,057,080        113,329,041   

Loomis Sayles Small Cap Growth

     479,600        7,899,726                72,264,953   

Lord Abbett Bond Debenture

     (403,591             6,841,094          

Met/Aberdeen Emerging Markets Equity

     25,487                3,132,446        234,342,723   

Met/Artisan International

     (95,098             2,929,645        294,982,226   

Met/Artisan Mid Cap Value

     37,181,863        7,898,618         792,649        73,454,671   

Met/Dimensional International Small Company

     (4,446,701     8,997,859         3,115,481        142,631,619   

Met/Eaton Vance Floating Rate

     73,716                12,071,985        288,185,518   

Met/Franklin Low Duration Total Return

     (5,561,475             9,366,957        284,974,385   

Met/Templeton International Bond

     (389,760     1,107,739                437,410,619   

Met/Wellington Core Equity Opportunities

     7,005,389        27,985,252         10,246,908        650,332,281   

Met/Wellington Large Cap Research

     1,434,823        28,059,029         10,315,377        435,634,679   

MetLife Small Cap Value

     (13,138,668     3,902,821         1,919,420        150,368,030   

MFS Research International

     241,409                6,407,820        282,044,745   

MFS Value

     31,524,928        58,751,722         14,728,844        657,676,105   

Neuberger Berman Genesis

     19,664,176                692,920        147,681,089   

Oppenheimer Global Equity

     (220,480     7,046,111         1,692,234        144,194,264   

PIMCO Inflation Protected Bond

     (4,670,972                    418,724,531   

PIMCO Total Return

     (4,452,022             24,145,625        837,735,427   

T. Rowe Price Large Cap Growth

     5,932,139        53,851,738         258,616        429,882,565   

T. Rowe Price Large Cap Value

     36,631,286        66,880,936         17,548,695        585,006,080   

T. Rowe Price Mid Cap Growth

     768,470        20,995,331                144,080,723   

T. Rowe Price Small Cap Growth

     2,750,256        27,587,525         579,240        218,422,552   

TCW Core Fixed Income

     553,991                6,195,603        751,628,347   

Van Eck Global Natural Resources

     (86,860,840             2,404,262        286,409,402   

Western Asset Management Strategic Bond Opportunities

     (8,550,000             4,577,810        283,241,523   

Western Asset Management U.S. Government

     814,445                14,996,077        558,272,166   
  

 

 

   

 

 

    

 

 

   

 

 

 
   $ 46,373,609      $ 583,015,071       $ 261,447,324      $ 14,239,266,269   
  

 

 

   

 

 

    

 

 

   

 

 

 

 

MSF-13


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

7. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

8. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$456,253,652    $ 88,972,467       $ 1,296,019,571       $ 1,016,137,195       $ 1,752,273,223       $ 1,105,109,662   

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
     Total  
$249,457,966    $ 572,314,305       $ 198,277,323       $       $ 1,020,049,594   

The Asset Allocation Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Asset Allocation Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

9. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-14


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of MetLife Asset Allocation 60 Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of MetLife Asset Allocation 60 Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the transfer agent. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MetLife Asset Allocation 60 Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-15


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-16


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and MSF)
to present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-17


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST)
to present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF)
to present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF)
to present
   Vice President, MetLife, Inc. (2013-present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST)
to present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-18


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

Board of Trustees’ Consideration of Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (the “Advisory Agreements” or “Agreements”) with MetLife Advisers, LLC (the “Adviser”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser that the Adviser had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of nature, extent and quality of the services provided by the Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser has provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its investment management activities, trading practices, financial condition, relevant personnel matters and compliance program, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff regularly review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding material information related to those reviews and assessments.

The Board further considered the provision of investment advisory services by the Adviser to the MetLife Asset Allocation 20 Portfolio, MetLife Asset Allocation 40 Portfolio, MetLife Asset Allocation 60 Portfolio, MetLife Asset Allocation 80 Portfolio and MetLife Asset Allocation 100 Portfolio (the “Asset Allocation Portfolios”) and the American Funds Balanced Allocation Portfolio, American Funds

 

MSF-19


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

Board of Trustees’ Consideration of Advisory Agreements —(Continued)

 

Growth Allocation Portfolio and American Funds Moderate Allocation Portfolio (the “American Funds of Funds”). With respect to the Asset Allocation Portfolios, the Board noted that the Adviser has hired at its own expense an independent consultant to provide research and consulting services with respect to the periodic asset allocation targets for each of the Asset Allocation Portfolios and investments in other Portfolios of the Trusts (the “Underlying Portfolios”). Additionally, the Board considered that a committee, consisting of investment professionals from across the Adviser, meets regularly to review the asset allocations and discuss the performance of the Asset Allocation Portfolios and the American Funds of Funds.

The Board further considered and found that the advisory fee paid to the Adviser with respect to each Asset Allocation Portfolio and American Fund of Funds was based on services provided that were in addition to, rather than duplicative of, the services provided pursuant to the advisory agreements for the Underlying Portfolios in which the Portfolio invests.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance. The Board focused particular attention on Portfolios with less favorable performance records.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”) and a narrower group of peer funds (“Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report.

The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. In the case of the Asset Allocation Portfolios, the Board also considered the Adviser’s analysis of its profitability that was attributable to its management of the Underlying Portfolios of the Trust in which the Asset Allocation Portfolios invest. The Board further considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Portfolios, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board considered the effective fees under the Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size on various fee schedules and reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

 

MSF-20


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

Board of Trustees’ Consideration of Advisory Agreements—(Continued)

 

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

*  *  *

MetLife Asset Allocation 60 Portfolio. The Board also considered the following information in relation to the Agreement with the Adviser regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe and its Lipper Index for the three- and five-year periods ended June 30, 2016, and underperformed the median of its Performance Universe and its Lipper Index for the one-year period ended June 30, 2016. The Board further considered that the Portfolio underperformed its benchmark, the MetLife AA 60 Broad Index, for the one-, three-, and five-year periods ended October 31, 2016. The Board also noted that the Portfolio outperformed its other benchmark, the Dow Jones Moderate Index, for the three- and five-year periods ended October 31, 2016, and underperformed its other benchmark for the one-year period ended October 31, 2016.

The Board also considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b-l fees) were below the Expense Group median and the Expense Universe median. The Board noted that the Portfolio’s contractual management fees were below the asset-weighted average of the Expense Group at the Portfolio’s current size.

 

MSF-21


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-22


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-23


Metropolitan Series Fund

MetLife Asset Allocation 60 Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-24


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

Managed by MetLife Advisers, LLC

Portfolio Manager Commentary*

 

PERFORMANCE

For the one year period ended December 31, 2016, the Class A and B share of the MetLife Asset Allocation 80 Portfolio returned 8.43% and 8.14%, respectively. The Portfolio’s benchmark, the Dow Jones Moderately Aggressive Index1, returned 9.31%.

ECONOMIC AND MARKET REVIEW

Investors started off 2016 with a bit of a scare as market participants priced in a potential collapse of growth in China and a global recession. The markets are known for their desire to predict future outcomes, but the underlying economic factors had changed only marginally from the year prior. One of the biggest fears and conundrums that was extrapolated upon was the stubbornly low rate of inflation despite the supposedly inflationary activities conducted by central banks around the globe. As it turned out though, it was the supply factors that were the main driver behind falling commodity prices, not a drop in demand. As a result, the economic datasets continued to improve and investors with a longer term view and calm nerves were able to enjoy a strong rebound.

Investor nerves were tested once again by the end of June as the U.K. voted to leave the European Union (“Brexit”). Global markets, as measured by the MSCI ACWI Index, reacted sharply, dropping over 7% during the following two trading days, but the misery was short lived and losses were recouped within two weeks, with the seemingly devastating impact on the global economy of the Brexit all but forgotten.

As economic data continued to improve, so did the odds that the Federal Reserve (the “Fed”) was going to raise interest rates before the year was over. As with any addict being removed from stimulants, the market reacted negatively and the month of October and the first part of November delivered negative returns for all major equity and fixed income benchmarks. Then it was time for the presidential election which, to most, surprisingly was won by Donald Trump. Overnight, as it became clear that Trump would win, futures on the S&P 500 Index declined nearly 6% but by the time Trump had delivered his acceptance speech, the S&P 500 Index was up more than 1%, providing another example of extreme market movements based on sentiment.

For the remainder of the year, global developed equities enjoyed healthy gains led by U.S. stocks, as the market celebrated the prospects of fiscal stimulus via lower taxes and less regulation as a result of policies expected to be implemented by the new government. The dollar rallied strongly as well, causing a headwind for emerging market equities which ended the year on a negative note.

10-year U.S. Treasury rates finished the 2016 rollercoaster ride at 2.49%, slightly above the 2.24% at the beginning of the year, after having dropped to 1.37% by early July. The strong spike in rates after the election was a result of the Fed’s expected second rate hike in a decade, and their intention of raising rates further in 2017. In addition, there was upward pressure on longer-term rates from the perceived expansionary fiscal policies about to be implemented, which are expected to lead to higher inflation and higher levels of government debt in the U.S.

In summary, 2016 was marked by a year of significant political change, the perceived beginning of a rising interest rate environment, a U.S. equity market reaching new highs with Energy and Financial sectors as the new leaders and the Healthcare sector the laggard, a stronger dollar, and a global economy with continued but muted improvement.

Overall, Natural Resources, Small Cap equities, and High Yield bonds provided the strongest return in 2016, delivering returns of 30.87%, 21.31%, and 17.13% respectively (as measured by the S&P North American Natural Resources Index, the Russell 2000 Index, and the Bloomberg Barclays U.S. Corporate High Yield Bond Index). The U.S. stock market, as measured by the S&P 500 Index, returned a healthy 11.96% for the year, followed by Emerging Markets which returned 11.19% as measured by the MSCI Emerging Markets Total Return Index.

PORTFOLIO REVIEW / PERIOD-END POSITIONING

The MetLife Asset Allocation 80 Portfolio invested in underlying portfolios of the Met Investors Series Trust and the Metropolitan Series Fund to maintain a broad asset allocation of approximately 80% to equities and 20% to fixed income.

Over the twelve month period, the Portfolio underperformed the Dow Jones Moderately Aggressive Index. While expenses, weak security selection within the underlying domestic equity portfolios, and an underweight to small cap weighed on relative performance, an overweight to high yield bonds, strong security selection within the international equity portfolios, and an overweight to natural resources offset some of the negative impact.

The fixed income portfolios in aggregate contributed positively to the Asset Allocation 80 Portfolio’s relative performance as a result of better sector positioning versus the overall benchmark. At the individual portfolio level, the Western Asset Management Strategic Bond Opportunities Portfolio outperformed its respective benchmark by a wide margin. The Portfolio benefitted greatly from an overweight to high yield and emerging market debt as well as more favorable yield curve positioning. Another strong performer was the Met/Franklin Low Duration Total Return Portfolio which benefitted from exposures to corporate loans, high yield corporate credit, non-agency residential mortgage-backed securities, Treasury inflation protected securities, and commercial mortgage-backed securities. The PIMCO Inflation Protected Bond Portfolio also outperformed its benchmark, primarily because the Portfolio correctly positioned for a higher than expected inflation rate as inflation expectations rose, and as a result of exposure to U.K. real rates as rates fell across the curve post-Brexit. Despite outperforming its benchmark by almost 15% during the last

 

MSF-1


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

Managed by MetLife Advisers, LLC

Portfolio Manager Commentary*—(Continued)

 

six months of the year, the Met/Templeton International Bond Portfolio ended up slightly underperforming its benchmark for the year. The biggest impact on relative performance was the Portfolio’s very defensive exposure to interest rates which was a large detractor from performance during the first half of the year as rates fell, but an almost equally large contributor to performance during the second half of the year as rates rose. Finally, the Portfolio’s significant overweight to high yield bonds was a strong contributor to the Asset Allocation 80 Portfolio’s relative performance. This was despite the BlackRock High Yield Portfolio underperforming its benchmark by the widest margin of any of the fixed income funds utilized. The main detractor to relative performance came from an underweight to Oil Field Services as names within the sector rallied strongly as energy prices stabilized.

Contribution from the domestic equity portfolios to relative performance was negative as performance was weighed down by poor stock selection in most of the underlying portfolios. The BlackRock Large Cap Value Portfolio was able to outperform its benchmark, primarily as a result of an overweight to and selection within Financials, as well as strong stock selection in Energy and Healthcare. The Met/Artisan Mid Cap Value Portfolio also managed to outperform its benchmark. Contribution to relative performance came primarily from underweights to Real Estate, Health Care, Utilities, and Consumer Staples, as well as strong stock selection within the Energy sector. All domestic large cap growth portfolios underperformed their respective benchmarks significantly. While the specifics varied, poor stock selection within Healthcare was a strong headwind across all portfolios as the sector was heavily influenced by comments from politicians on both sides of the aisle regarding product pricing and the general structure of healthcare services in the U.S. Another headwind across the board was within Technology, where high growth names were punished severely in the first six months of the year and didn’t recover enough during the latter six months of the year to make it back to positive territory. The Morgan Stanley Mid Cap Growth Portfolio significantly underperformed its benchmark. The main contributor to the poor performance was stock selection within the Financials, Healthcare, and Technology sectors. Within the small cap space, only the Invesco Small Cap Growth Portfolio was able to beat its benchmark. While the Portfolio’s asset allocation was a drag on relative performance, strong security selection within Healthcare and Energy more than outweighed the negative impact.

The international equity portfolios overall provided favorable relative returns. The Van Eck Global Natural Resources Portfolio delivered the biggest absolute return and the biggest relative outperformance of all the portfolios in the Asset Allocation 80 Portfolio as commodity prices rebounded strongly over the year. The portfolio’s relative outperformance was driven by overweight to and strong selection within Diversified Metals & Mining, Oil & Gas Drilling, and Copper. The Harris Oakmark International Portfolio was another strong performer for the year, mostly as a result strong stock selection within the Basic Materials sector and an overweight to, and strong selection, within the Industrials sector. At the other end of the spectrum was the Met/Artisan International Portfolio, which significantly underperformed its benchmark as a result of poor stock selection.

Investment Committee

MetLife Advisers, LLC

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the advisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-2


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE DOW JONES MODERATELY AGGRESSIVE INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
MetLife Asset Allocation 80 Portfolio                 

Class A

       8.43           10.20           4.67   

Class B

       8.14           9.92           4.42   
Dow Jones Moderately Aggressive Index        9.31           9.34           5.37   

1 The Dow Jones Moderately Aggressive Index is a total return index designed to provide asset allocation strategists with a target risk benchmark. Each month, the Index adjusts its weighting of stocks, bonds, and cash indices (both domestic and foreign) such that the risk combination will have 80% of the risk of an all equity portfolio.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 
MFS Value Portfolio (Class A)      5.1   
Met/Wellington Core Equity Opportunities Portfolio (Class A)      5.0   
Jennison Growth Portfolio (Class A)      5.0   
ClearBridge Aggressive Growth Portfolio (Class A)      4.8   
Invesco Comstock Portfolio (Class A)      4.7   
T. Rowe Price Large Cap Value Portfolio (Class A)      4.6   
T. Rowe Price Large Cap Growth Portfolio (Class A)      4.5   
Harris Oakmark International Portfolio (Class A)      4.4   
BlackRock Large Cap Value Portfolio (Class A)      3.6   
Met/Wellington Large Cap Research Portfolio (Class A)      3.6   

 

MSF-3


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

MetLife Asset Allocation 80 Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.69    $ 1,000.00         $ 1,064.60         $ 3.58   
   Hypothetical*      0.69    $ 1,000.00         $ 1,021.67         $ 3.51   

Class B(a)

   Actual      0.94    $ 1,000.00         $ 1,063.10         $ 4.87   
   Hypothetical*      0.94    $ 1,000.00         $ 1,020.41         $ 4.77   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio reflects the expenses of both the Portfolio and the Underlying Portfolios in which it invests.

 

MSF-4


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

Schedule of Investments as of December 31, 2016

Mutual Funds—100.0% of Net Assets

 

Security Description   Shares     Value  
Affiliated Investment Companies—100.0%  

Baillie Gifford International Stock Portfolio (Class A) (a)

    36,574,012     $ 367,934,564  

BlackRock Bond Income Portfolio (Class A) (a)

    2,967,065       314,479,189  

BlackRock Capital Appreciation Portfolio (Class A) (a)

    11,250,400       373,850,799  

BlackRock High Yield Portfolio (Class A) (b)

    7,154,585       54,947,216  

BlackRock Large Cap Value Portfolio (Class A) (a)

    43,642,214       394,089,188  

Clarion Global Real Estate Portfolio (Class A) (b)

    21,877,183       254,650,413  

ClearBridge Aggressive Growth Portfolio (Class A) (b)

    33,329,146       521,601,133  

Frontier Mid Cap Growth Portfolio (Class A) (a)

    1,749,614       54,955,391  

Goldman Sachs Mid Cap Value Portfolio (Class A) (b)

    9,641,394       111,743,758  

Harris Oakmark International Portfolio (Class A) (b)

    35,967,819       474,055,858  

Invesco Comstock Portfolio (Class A) (b)

    34,852,715       510,940,809  

Invesco Small Cap Growth Portfolio (Class A) (b)

    20,192,546       277,445,588  

Jennison Growth Portfolio (Class A) (a)

    40,791,562       540,488,199  

JPMorgan Core Bond Portfolio (Class A) (b)

    20,420,041       208,692,821  

JPMorgan Small Cap Value Portfolio (Class A) (b)

    9,652,574       174,808,122  

Loomis Sayles Small Cap Growth Portfolio (Class A) (a)

    11,175,251       138,126,101  

Met/Aberdeen Emerging Markets Equity Portfolio (Class A) (b)

    28,252,286       253,988,054  

Met/Artisan International Portfolio (Class A) (b)

    36,992,135       320,351,887  

Met/Artisan Mid Cap Value Portfolio (Class A) (a)

    243,087       56,221,155  

Met/Dimensional International Small Company Portfolio (Class A) (a)

    17,179,222       215,942,819  

Met/Eaton Vance Floating Rate Portfolio (Class A) (b)

    10,488,901       108,560,124  

Met/Templeton International Bond Portfolio (Class A) (b)

    32,925,468       330,571,694  

Met/Wellington Core Equity Opportunities Portfolio (Class A) (a)

    19,103,461       546,550,008  

Met/Wellington Large Cap Research Portfolio (Class A) (b)

    28,150,280       387,629,351  

MetLife Small Cap Value Portfolio (Class A) (b)

    10,886,932       173,537,699  

MFS Research International Portfolio (Class A) (b)

    31,617,066       320,913,220  
Affiliated Investment Companies—(Continued)  

MFS Value Portfolio (Class A) (a)

    36,427,694     557,707,997  

Morgan Stanley Mid Cap Growth Portfolio (Class A) (b) (c)

    3,472,191       50,068,988  

Neuberger Berman Genesis Portfolio (Class A) (a)

    2,649,036       56,636,390  

Oppenheimer Global Equity Portfolio (Class A) (b)

    8,529,408       164,446,982  

PIMCO Inflation Protected Bond Portfolio (Class A) (b) (c)

    16,132,098       157,610,594  

PIMCO Total Return Portfolio (Class A) (b)

    27,858,259       315,355,494  

T. Rowe Price Large Cap Growth Portfolio (Class A) (a)

    24,217,091       488,700,905  

T. Rowe Price Large Cap Value Portfolio (Class A) (b)

    14,863,521       502,535,640  

T. Rowe Price Mid Cap Growth Portfolio (Class A) (b)

    10,600,830       109,930,611  

T. Rowe Price Small Cap Growth Portfolio (Class A) (a)

    7,808,757       167,185,481  

TCW Core Fixed Income Portfolio (Class A) (b)

    25,852,931       261,114,600  

Van Eck Global Natural Resources Portfolio (Class A) (a)

    30,347,697       329,575,990  

Western Asset Management Strategic Bond Opportunities Portfolio (Class A) (a)

    15,924,143       213,224,268  
   

 

 

 

Total Mutual Funds
(Cost $10,473,249,694)

      10,861,169,100  
   

 

 

 

Total Investments—100.0%
(Cost $10,473,249,694) (d)

      10,861,169,100  

Other assets and liabilities (net)—0.0%

      (2,945,468
   

 

 

 
Net Assets—100.0%     $ 10,858,223,632  
   

 

 

 

 

(a) A Portfolio of Metropolitan Series Fund. (See Note 6 of the Notes to Financial Statements for a summary of transactions in the securities of affiliated Underlying Portfolios.)
(b) A Portfolio of Met Investors Series Trust. (See Note 6 of the Notes to Financial Statements for a summary of transactions in the securities of affiliated Underlying Portfolios.)
(c) Non-income producing security.
(d) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $10,617,214,937. The aggregate unrealized appreciation and depreciation of investments were $558,757,446 and $(314,803,283), respectively, resulting in net unrealized appreciation of $243,954,163 for federal income tax purposes.

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

Schedule of Investments as of December 31, 2016

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2      Level 3      Total  
Mutual Funds   

Affiliated Investment Companies

   $ 10,861,169,100       $ —         $ —         $ 10,861,169,100   

Total Investments

   $ 10,861,169,100       $ —         $ —         $ 10,861,169,100   
                                     

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

  

Affiliated investments at value (a)

   $ 10,861,169,100   

Receivable for:

  

Investments sold

     4,151,011   

Fund shares sold

     93,543   
  

 

 

 

Total Assets

     10,865,413,654   

Liabilities

  

Payables for:

  

Fund shares redeemed

     4,244,555   

Accrued Expenses:

  

Management fees

     494,565   

Distribution and service fees

     2,229,134   

Deferred trustees’ fees

     173,383   

Other expenses

     48,385   
  

 

 

 

Total Liabilities

     7,190,022   
  

 

 

 

Net Assets

   $ 10,858,223,632   
  

 

 

 

Net Assets Consist of:

  

Paid in surplus

   $ 9,823,879,843   

Undistributed net investment income

     174,036,256   

Accumulated net realized gain

     472,388,127   

Unrealized appreciation on affiliated investments

     387,919,406   
  

 

 

 

Net Assets

   $ 10,858,223,632   
  

 

 

 

Net Assets

  

Class A

   $ 398,205,840   

Class B

     10,460,017,792   

Capital Shares Outstanding*

  

Class A

     30,973,442   

Class B

     817,447,811   

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 12.86   

Class B

     12.80   

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of affiliated investments was $10,473,249,694.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

  

Dividends from affiliated investments

   $ 174,695,729   

Interest

     865   

Other income (a)

     136,796   
  

 

 

 

Total investment income

     174,833,390   

Expenses

  

Management fees

     5,760,385   

Administration fees

     22,191   

Custodian and accounting fees

     27,753   

Distribution and service fees—Class B

     25,958,621   

Audit and tax services

     31,204   

Legal

     32,989   

Trustees’ fees and expenses

     45,248   

Miscellaneous

     17,745   
  

 

 

 

Total expenses

     31,896,136   
  

 

 

 

Net Investment Income

     142,937,254   
  

 

 

 

Net Realized and Unrealized Gain (Loss)

  

Net realized gain on:   

Affiliated investments

     120,582,976   

Capital gain distributions from Affiliated Underlying Portfolios

     575,648,394   
  

 

 

 

Net realized gain

     696,231,370   
  

 

 

 

Net change in unrealized depreciation on affiliated investments

     (1,222,410
  

 

 

 

Net realized and unrealized gain

     695,008,960   
  

 

 

 

Net Increase in Net Assets From Operations

   $ 837,946,214   
  

 

 

 

 

(a) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

  

From Operations

  

Net investment income

   $ 142,937,254      $ 208,806,650   

Net realized gain

     696,231,370        1,410,282,114   

Net change in unrealized depreciation

     (1,222,410     (1,798,225,312
  

 

 

   

 

 

 

Increase (decrease) in net assets from operations

     837,946,214        (179,136,548
  

 

 

   

 

 

 

From Distributions to Shareholders

  

Net investment income

  

Class A

     (12,442,422     (2,097,361

Class B

     (305,769,387     (38,532,004

Net realized capital gains

  

Class A

     (45,949,646     (17,880,004

Class B

     (1,237,778,000     (525,576,538
  

 

 

   

 

 

 

Total distributions

     (1,601,939,455     (584,085,907
  

 

 

   

 

 

 

Increase (decrease) in net assets from capital share transactions

     493,678,669        (537,645,681
  

 

 

   

 

 

 

Total decrease in net assets

     (270,314,572     (1,300,868,136

Net Assets

  

Beginning of period

     11,128,538,204        12,429,406,340   
  

 

 

   

 

 

 

End of period

   $ 10,858,223,632      $ 11,128,538,204   
  

 

 

   

 

 

 

Undistributed net investment income

  

End of period

   $ 174,036,256      $ 317,815,737   
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

  

Sales

     1,613,028      $ 21,073,047        2,069,476      $ 30,549,734   

Reinvestments

     4,878,201        58,392,068        1,344,372        19,977,365   

Redemptions

     (3,159,848     (41,121,076     (2,276,097     (33,686,689
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     3,331,381      $ 38,344,039        1,137,751      $ 16,840,410   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

  

Sales

     9,628,013      $ 125,113,184        13,028,991      $ 189,959,011   

Reinvestments

     129,383,687        1,543,547,387        38,089,706        564,108,542   

Redemptions

     (93,479,114     (1,213,325,941     (88,844,098     (1,308,553,644
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     45,532,586      $ 455,334,630        (37,725,401   $ (554,486,091
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase (decrease) derived from capital shares transactions

     $ 493,678,669        $ (537,645,681
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

Financial Highlights

 

Selected per share data  
     Class A  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 13.98       $ 14.92       $ 14.41       $ 11.78       $ 10.39   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.20         0.29         0.18         0.21         0.18   

Net realized and unrealized gain (loss) on investments

     0.82         (0.47      0.60         2.64         1.45   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     1.02         (0.18      0.78         2.85         1.63   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.46      (0.08      (0.27      (0.22      (0.24

Distributions from net realized capital gains

     (1.68      (0.68      0.00         0.00         0.00   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (2.14      (0.76      (0.27      (0.22      (0.24
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 12.86       $ 13.98       $ 14.92       $ 14.41       $ 11.78   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     8.43         (1.50      5.53         24.51         15.82   

Ratios/Supplemental Data

              

Ratio of expenses to average net assets (%) (c)

     0.06         0.05         0.06         0.07         0.07   

Ratio of net investment income to average net assets (%) (d)

     1.55         1.96         1.26         1.65         1.60   

Portfolio turnover rate (%)

     10         13         22         13         13   

Net assets, end of period (in millions)

   $ 398.2       $ 386.4       $ 395.4       $ 365.2       $ 290.4   
     Class B  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 13.92       $ 14.86       $ 14.36       $ 11.73       $ 10.36   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.17         0.25         0.02         0.19         0.15   

Net realized and unrealized gain (loss) on investments

     0.81         (0.46      0.72         2.63         1.43   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.98         (0.21      0.74         2.82         1.58   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.42      (0.05      (0.24      (0.19      (0.21

Distributions from net realized capital gains

     (1.68      (0.68      0.00         0.00         0.00   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (2.10      (0.73      (0.24      (0.19      (0.21
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 12.80       $ 13.92       $ 14.86       $ 14.36       $ 11.73   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     8.14         (1.70      5.23         24.31         15.39   

Ratios/Supplemental Data

              

Ratio of expenses to average net assets (%) (c)

     0.31         0.30         0.31         0.32         0.32   

Ratio of net investment income to average net assets (%) (d)

     1.32         1.73         0.14         1.43         1.38   

Portfolio turnover rate (%)

     10         13         22         13         13   

Net assets, end of period (in millions)

   $ 10,460.0       $ 10,742.1       $ 12,034.0       $ 3,042.8       $ 2,608.8   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(c) The ratio of operating expenses to average net assets does not include expenses of the Underlying Portfolios in which the Asset Allocation Portfolio invests.
(d) Recognition of net investment income by the Asset Allocation Portfolio is affected by the timing of the declaration of dividends by the Underlying Portfolios in which it invests.

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is MetLife Asset Allocation 80 Portfolio (the “Asset Allocation Portfolio”), which is diversified. The Asset Allocation Portfolio operates under a “fund of funds” structure, investing substantially all of its assets in other Portfolios advised by MetLife Advisers (each, an “Underlying Portfolio,” and, collectively, the “Underlying Portfolios”). Shares in the Asset Allocation Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Asset Allocation Portfolio has registered and offers two classes of shares: Class A and B shares. Shares of each Class of the Asset Allocation Portfolio represent an equal pro rata interest in the Asset Allocation Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Asset Allocation Portfolio, and certain Asset Allocation Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Asset Allocation Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Asset Allocation Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Asset Allocation Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Investments in the Underlying Portfolios are valued at their closing daily net asset value on the valuation date. Investments in the Underlying Portfolios are categorized as Level 1 within the fair value hierarchy. For information about the use of fair value pricing by the Underlying Portfolios, please refer to the prospectuses of the Underlying Portfolios.

Investment Transactions and Related Investment Income - Asset Allocation Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Capital gains distributions received from the Underlying Portfolios are recorded as net realized gain in the Statement of Operations.

Dividends and Distributions to Shareholders - The Asset Allocation Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to distribution re-designations and distributions from Underlying Portfolios. These adjustments have no impact on net assets or the results of operations.

 

MSF-10


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Income Taxes - It is the Asset Allocation Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Asset Allocation Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Asset Allocation Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Asset Allocation Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

3. Certain Risks

 

In the normal course of business, the Underlying Portfolios invest in securities and enter into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Underlying Portfolios may decline in response to certain events, including those directly involving the companies whose securities are owned by the Underlying Portfolios; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Underlying Portfolios may be exposed to counterparty risk, or the risk that an entity with which the Underlying Portfolios have unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Underlying Portfolios to credit and counterparty risk consist principally of cash due from counterparties and investments. The Underlying Portfolios manage counterparty risk by entering into agreements only with counterparties that they believe have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Underlying Portfolios’ investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of their trading partners, (ii) monitoring and/or limiting the amount of their net exposure to each individual counterparty based on the adviser’s assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Underlying Portfolios restrict their exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom the Underlying Portfolios undertake a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

The Asset Allocation Portfolio’s prospectus includes a discussion of the principal risks of investing in the Asset Allocation Portfolio and in the Underlying Portfolios in which it invests.

4. Investment Transactions

Aggregate cost of purchases and proceeds of sales of shares of the Underlying Portfolios by the Asset Allocation Portfolio for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 1,113,914,782       $ 0       $ 1,503,654,786   

5. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Asset Allocation Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Asset Allocation Portfolio. For providing investment management services to the Asset Allocation Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$5,760,385      0.100   Of the first $500 million
     0.075   Of the next $500 million
     0.050   On amounts in excess of $1 billion

 

MSF-11


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

In addition to the above management fee paid to MetLife Advisers, the Asset Allocation Portfolio indirectly pays MetLife Advisers an investment advisory fee through its investments in the Underlying Portfolios.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

 

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Asset Allocation Portfolio’s Class A and B Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Asset Allocation Portfolio’s Class B shares. Under the Distribution and Services Plan, the Class B shares of the Asset Allocation Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Asset Allocation Portfolio shares for promoting or selling and servicing the Class B shares of the Asset Allocation Portfolio. The fees under the Distribution and Services Plan for each class of the Asset Allocation Portfolio’s shares are calculated as a percentage of the Asset Allocation Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B shares. Amount incurred by the Asset Allocation Portfolio for the year ended December 31, 2016 is shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an active employee of MetLife or its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Asset Allocation Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

6. Transactions in Securities of Affiliated Underlying Portfolios

The Asset Allocation Portfolio does not invest in the Underlying Portfolios for the purpose of exercising control; however, investments by the Asset Allocation Portfolio within its principal investment strategies may represent a significant portion of the Underlying Portfolios’ net assets. Transactions in the Underlying Portfolios for the year ended December 31, 2016 were as follows:

 

Underlying Portfolio

   Number of
shares held at
December 31, 2015
     Shares
purchased
     Shares
sold
    Number of
shares held at
December 31, 2016
 

Baillie Gifford International Stock

     40,371,978         686,731         (4,484,697     36,574,012   

BlackRock Bond Income

     3,191,919         149,275         (374,129     2,967,065   

BlackRock Capital Appreciation

     10,853,918         1,186,308         (789,826     11,250,400   

BlackRock High Yield

     7,591,279         522,164         (958,858     7,154,585   

BlackRock Large Cap Value*

     46,292,832         4,535,270         (7,185,888     43,642,214   

Clarion Global Real Estate

     24,085,117         572,079         (2,780,013     21,877,183   

ClearBridge Aggressive Growth

     33,009,817         1,751,798         (1,432,469     33,329,146   

Frontier Mid Cap Growth

     1,660,188         209,719         (120,293     1,749,614   

Goldman Sachs Mid Cap Value

     14,832,588         924,776         (6,115,970     9,641,394   

Harris Oakmark International

     32,467,322         6,153,618         (2,653,121     35,967,819   

Invesco Comstock

     36,107,381         4,244,940         (5,499,606     34,852,715   

Invesco Mid Cap Value

     3,036,363         83,487         (3,119,850       

Invesco Small Cap Growth

     20,216,744         3,913,465         (3,937,663     20,192,546   

Jennison Growth

     37,025,242         6,220,094         (2,453,774     40,791,562   

JPMorgan Core Bond

     21,947,710         1,022,227         (2,549,896     20,420,041   

JPMorgan Small Cap Value*

     10,968,262         969,297         (2,284,985     9,652,574   

Loomis Sayles Small Cap Growth*

     12,690,835         1,344,313         (2,859,897     11,175,251   

Lord Abbett Bond Debenture

     14,380,088         979,173         (15,359,261       

Met/Aberdeen Emerging Markets Equity

     31,775,541         1,714,321         (5,237,576     28,252,286   

Met/Artisan International*

     34,440,380         2,701,083         (149,328     36,992,135   

Met/Artisan Mid Cap Value

     511,787         31,885         (300,585     243,087   

Met/Dimensional International Small Company*

     17,607,509         1,544,759         (1,973,046     17,179,222   

Met/Eaton Vance Floating Rate

     11,327,411         516,150         (1,354,660     10,488,901   

Met/Templeton International Bond*

     34,036,040         863,155         (1,973,727     32,925,468   

 

MSF-12


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Underlying Portfolio

   Number of
shares held at
December 31, 2015
     Shares
purchased
     Shares
sold
    Number of
shares held at
December 31, 2016
 

Met/Wellington Core Equity Opportunities

     17,974,943         2,368,458         (1,239,940     19,103,461   

Met/Wellington Large Cap Research

     24,333,501         5,361,408         (1,544,629     28,150,280   

MetLife Small Cap Value

     13,152,811         500,505         (2,766,384     10,886,932   

MFS Research International

     31,696,333         775,593         (854,860     31,617,066   

MFS Value

     37,381,138         4,359,908         (5,313,352     36,427,694   

Morgan Stanley Mid Cap Growth

     3,575,102         117,106         (220,017     3,472,191   

Neuberger Berman Genesis

     4,630,674         13,961         (1,995,599     2,649,036   

Oppenheimer Global Equity

     5,499,512         3,242,976         (213,080     8,529,408   

PIMCO Inflation Protected Bond

     18,078,897         143,603         (2,090,402     16,132,098   

PIMCO Total Return

     29,956,449         1,268,599         (3,366,789     27,858,259   

T. Rowe Price Large Cap Growth

     22,528,961         3,401,654         (1,713,524     24,217,091   

T. Rowe Price Large Cap Value

     14,948,745         2,371,793         (2,457,017     14,863,521   

T. Rowe Price Mid Cap Growth

     9,965,663         1,604,244         (969,077     10,600,830   

T. Rowe Price Small Cap Growth

     7,677,471         1,101,580         (970,294     7,808,757   

TCW Core Fixed Income

     22,696,128         5,723,718         (2,566,915     25,852,931   

Van Eck Global Natural Resources

     35,787,387         7,889,702         (13,329,392     30,347,697   

Western Asset Management Strategic Bond Opportunities

     8,926,377         13,076,942         (6,079,176     15,924,143   

 

* The Portfolio had ownership of at least 25% of the outstanding voting securities of the Underlying Portfolio as of December 31, 2016. The most recent Annual Report of the Underlying Portfolio is available without charge, upon request, by calling (800) 848-3854 or on the Securities and Exchange Commission’s website at http://www.sec.gov.

 

Underlying Portfolio

   Net Realized
Gain/(Loss) on sales
of Affiliated
Underlying
Portfolios
    Capital Gain
Distributions
from Affiliated
Underlying
Portfolios
     Dividend Income
from Affiliated
Underlying
Portfolios
     Ending Value
as of
December 31, 2016
 

Baillie Gifford International Stock

   $ 10,594,591      $       $ 6,227,610       $ 367,934,564   

BlackRock Bond Income

     490,835                10,269,464         314,479,189   

BlackRock Capital Appreciation

     3,622,551        34,300,246         1         373,850,799   

BlackRock High Yield

     (837,514             3,711,504         54,947,216   

BlackRock Large Cap Value

     (7,004,124     29,368,770         6,425,767         394,089,188   

Clarion Global Real Estate

     15,710,190                6,280,611         254,650,413   

ClearBridge Aggressive Growth

     15,818,250                3,404,363         521,601,133   

Frontier Mid Cap Growth

     171,389        6,286,104                 54,955,391   

Goldman Sachs Mid Cap Value

     (14,243,015     8,438,404         1,227,232         111,743,758   

Harris Oakmark International

     11,421,927        29,190,601         10,417,966         474,055,858   

Invesco Comstock

     41,862,119        38,301,310         13,911,820         510,940,809   

Invesco Mid Cap Value

     (2,764,856                       

Invesco Small Cap Growth

     15,806,565        48,889,774                 277,445,588   

Jennison Growth

     7,627,800        70,857,392         1,601,087         540,488,199   

JPMorgan Core Bond

     645,749                6,480,396         208,692,821   

JPMorgan Small Cap Value

     1,226,936        11,107,085         3,088,710         174,808,122   

Loomis Sayles Small Cap Growth

     2,897,973        15,077,543                 138,126,101   

Lord Abbett Bond Debenture

     (628,653             10,966,733           

Met/Aberdeen Emerging Markets Equity

     (5,763,252             3,362,831         253,988,054   

Met/Artisan International

     (101,352             3,174,800         320,351,887   

Met/Artisan Mid Cap Value

     28,192,991        5,942,812         596,377         56,221,155   

Met/Dimensional International Small Company

     (3,503,389     13,559,940         4,695,088         215,942,819   

Met/Eaton Vance Floating Rate

     (484,212             4,507,157         108,560,124   

Met/Templeton International Bond

     (524,366     822,782                 330,571,694   

Met/Wellington Core Equity Opportunities

     (4,012,845     23,343,737         8,547,400         546,550,008   

Met/Wellington Large Cap Research

     970,207        24,577,534         9,035,471         387,629,351   

MetLife Small Cap Value

     6,187,325        4,397,009         2,162,463         173,537,699   

MFS Research International

     1,119,469                7,262,637         320,913,220   

MFS Value

     32,520,268        49,113,275         12,312,521         557,707,997   

Morgan Stanley Mid Cap Growth

     573,385                        50,068,988   

Neuberger Berman Genesis

     10,594,951                260,871         56,636,390   

Oppenheimer Global Equity

     (154,232     7,880,403         1,892,602         164,446,982   

PIMCO Inflation Protected Bond

     (3,424,247                     157,610,594   

PIMCO Total Return

     (1,809,026             8,980,840         315,355,494   

 

MSF-13


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Underlying Portfolio

   Net Realized
Gain/(Loss) on sales
of Affiliated
Underlying
Portfolios
    Capital Gain
Distributions
from Affiliated
Underlying
Portfolios
     Dividend Income
from Affiliated
Underlying
Portfolios
     Ending Value
as of
December 31, 2016
 

T. Rowe Price Large Cap Growth

   $ 5,769,164     $ 61,023,631      $ 293,058      $ 488,700,905  

T. Rowe Price Large Cap Value

     23,895,962       56,598,788        14,850,793        502,535,640  

T. Rowe Price Mid Cap Growth

     420,721       15,795,588               109,930,611  

T. Rowe Price Small Cap Growth

     1,963,287       20,775,666        436,215        167,185,481  

TCW Core Fixed Income

     210,303              2,152,829        261,114,600  

Van Eck Global Natural Resources

     (63,574,307            2,710,880        329,575,990  

Western Asset Management Strategic Bond Opportunities

     (10,902,542            3,447,632        213,224,268  
  

 

 

   

 

 

    

 

 

    

 

 

 
   $ 120,582,976     $ 575,648,394      $ 174,695,729      $ 10,861,169,100  
  

 

 

   

 

 

    

 

 

    

 

 

 

7. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

8. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$322,023,352    $ 40,629,365      $ 1,279,916,103      $ 543,456,542      $ 1,601,939,455      $ 584,085,907  

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
     Total  
$174,209,639    $ 616,353,371      $ 243,954,162      $      $ 1,034,517,172  

The Asset Allocation Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Asset Allocation Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

9. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-14


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of MetLife Asset Allocation 80 Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of MetLife Asset Allocation 80 Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the transfer agent. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MetLife Asset Allocation 80 Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-15


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-16


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and MSF)
to present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-17


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST)
to present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF)
to present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF)
to present
   Vice President, MetLife, Inc. (2013-present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST)
to present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-18


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

Board of Trustees’ Consideration of Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (the “Advisory Agreements” or “Agreements”) with MetLife Advisers, LLC (the “Adviser”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser that the Adviser had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of nature, extent and quality of the services provided by the Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser has provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its investment management activities, trading practices, financial condition, relevant personnel matters and compliance program, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff regularly review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding material information related to those reviews and assessments.

The Board further considered the provision of investment advisory services by the Adviser to the MetLife Asset Allocation 20 Portfolio, MetLife Asset Allocation 40 Portfolio, MetLife Asset Allocation 60 Portfolio, MetLife Asset Allocation 80 Portfolio and MetLife Asset Allocation 100 Portfolio (the “Asset Allocation Portfolios”) and the American Funds Balanced Allocation Portfolio, American Funds

 

MSF-19


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

Board of Trustees’ Consideration of Advisory Agreements—(Continued)

 

Growth Allocation Portfolio and American Funds Moderate Allocation Portfolio (the “American Funds of Funds”). With respect to the Asset Allocation Portfolios, the Board noted that the Adviser has hired at its own expense an independent consultant to provide research and consulting services with respect to the periodic asset allocation targets for each of the Asset Allocation Portfolios and investments in other Portfolios of the Trusts (the “Underlying Portfolios”). Additionally, the Board considered that a committee, consisting of investment professionals from across the Adviser, meets regularly to review the asset allocations and discuss the performance of the Asset Allocation Portfolios and the American Funds of Funds.

The Board further considered and found that the advisory fee paid to the Adviser with respect to each Asset Allocation Portfolio and American Fund of Funds was based on services provided that were in addition to, rather than duplicative of, the services provided pursuant to the advisory agreements for the Underlying Portfolios in which the Portfolio invests.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance. The Board focused particular attention on Portfolios with less favorable performance records.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”) and a narrower group of peer funds (“Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report.

The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. In the case of the Asset Allocation Portfolios, the Board also considered the Adviser’s analysis of its profitability that was attributable to its management of the Underlying Portfolios of the Trust in which the Asset Allocation Portfolios invest. The Board further considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Portfolios, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board considered the effective fees under the Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size on various fee schedules and reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

 

MSF-20


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

Board of Trustees’ Consideration of Advisory Agreements—(Continued)

 

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

*  *  *

MetLife Asset Allocation 80 Portfolio. The Board also considered the following information in relation to the Agreement with the Adviser regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio underperformed the median of its Performance Universe for the one-, three-, and five-year periods ended June 30, 2016. The Board also noted that the Portfolio outperformed its Lipper Index for the one- and five-year periods ended June 30, 2016 and underperformed its Lipper Index for the three-year period ended June 30, 2016. The Board further considered that the Portfolio underperformed its benchmark, the MetLife AA 80 Broad Index, for the one-, three-, and five-year periods ended October 31, 2016. The Board also took into account that the Portfolio outperformed its other benchmark, the Dow Jones Moderately Aggressive Index, for the five-year period ended October 31, 2016, performed equally to its other benchmark for the three-year period ended October 31, 2016, and underperformed its other benchmark for the one-year period ended October 31, 2016.

The Board also considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b-l fees) were below the Expense Group median and the Expense Universe median. The Board noted that the Portfolio’s contractual management fees were below the asset-weighted average of the Expense Group at the Portfolio’s current size.

 

MSF-21


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-22


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-23


Metropolitan Series Fund

MetLife Asset Allocation 80 Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-24


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Managed by MetLife Investment Advisors, LLC

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, E, and G shares of the MetLife Aggregate Bond Index Portfolio returned 2.35%, 2.14%, 2.19%, and 2.09%, respectively. The Portfolio’s benchmark, the Bloomberg Barclays U.S. Aggregate Bond Index1, returned 2.65%.

MARKET ENVIRONMENT / CONDITIONS

During 2016, the Federal Open Market Committee (the “Committee”) met eight times and during the December meeting raised the target range for the federal funds rate to 0.50% to 0.75%. The Committee noted the continued strengthening of the labor market, indicators of inflation pressures and expectations and readings on financial and international developments as factors for determining the timing and size of future adjustments to the target range. The Committee stated that it would maintain the program of reinvesting principal payments from its retained agency debt and agency Mortgage-Backed Securities (“MBS”) into agency MBS and continue rolling over maturing Treasury securities at auction.

The U.S. Presidential election and President-elect Trump’s resulting victory dominated headlines and markets during the year. Equity benchmarks moved to record highs while investors sold off Treasuries amid the possibility of larger deficits and rising inflation. Interest rates were higher along the yield curve, which steepened from 2015 year-end levels. At the end of the fourth quarter, the 2-year Treasury finished at 1.19% (up from 1.05% at December 31, 2015), and the 30-year Treasury finished at 3.07% (up from 3.02% at December 31, 2015).

Crude oil prices fluctuated during the one-year period. After beginning the year at approximately $37 per barrel and dipping to as low as $26 per barrel, it ended the year at approximately $54 per barrel, aided by OPEC’s decision to cut production.

The Corporate sector was the strongest performing Index sector for the one-year period on a total return basis. Total returns for the Index sectors were: 6.11% for Corporate; 3.32% for Commercial MBS; 2.73% for Government-Related; 2.03% for Asset-Backed Securities; 1.67% for MBS; and 1.04% for Treasury.

PORTFOLIO REVIEW / PERIOD END POSITIONING

The Portfolio is managed utilizing a stratified sampling approach where the objective is to track the performance of the Index by holding a subset of Index constituents and neutralizing exposures across key characteristics (i.e., duration, term structure, high sector, sub-sector, quality). Factors that impact tracking error include: sampling, transaction costs, contributions and withdrawals.

Stacey Lituchy

Jason Chapin

Brian Leonard

Portfolio Managers

MetLife Investment Advisors, LLC

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-1


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

 

A $10,000 INVESTMENT COMPARED TO THE BLOOMBERG BARCLAYS U.S. AGGREGATE BOND INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year        Since Inception2  
MetLife Aggregate Bond Index Portfolio                      

Class A

       2.35          1.96          4.11           

Class B

       2.14          1.72          3.86           

Class E

       2.19          1.81          3.96           

Class G

       2.09          1.66                   3.31  
Bloomberg Barclays U.S. Aggregate Bond Index        2.65          2.23          4.34           

1The Bloomberg Barclays U.S. Aggregate Bond Index is a broad based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities, asset-backed securities, and commercial mortgage-backed securities.

2 Inception dates of the Class A, Class B, Class E and Class G shares are 11/9/98,1/2/01, 5/1/01 and 4/28/09, respectively.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Sectors

 

     % of
Net Assets
 

U.S. Treasury & Government Agencies

     67.0  

Corporate Bonds & Notes

     27.6  

Foreign Government

     2.1  

Mortgage-Backed Securities

     1.2  

Municipals

     0.7  

Asset-Backed Securities

     0.4  

 

MSF-2


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

MetLife Aggregate Bond Index Portfolio

        Annualized
Expense Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.27    $ 1,000.00        $ 973.10        $ 1.34  
   Hypothetical*      0.27    $ 1,000.00        $ 1,023.78        $ 1.37  

Class B(a)

   Actual      0.52    $ 1,000.00        $ 972.60        $ 2.58  
   Hypothetical*      0.52    $ 1,000.00        $ 1,022.52        $ 2.64  

Class E(a)

   Actual      0.42    $ 1,000.00        $ 973.00        $ 2.08  
   Hypothetical*      0.42    $ 1,000.00        $ 1,023.03        $ 2.14  

Class G(a)

   Actual      0.57    $ 1,000.00        $ 971.60        $ 2.82  
   Hypothetical*      0.57    $ 1,000.00        $ 1,022.27        $ 2.90  

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 5 of the Notes to Financial Statements.

 

MSF-3


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Schedule of Investments as of December 31, 2016

U.S. Treasury & Government Agencies—67.0% of Net Assets

 

Security Description   Principal
Amount*
    Value  
Agency Sponsored Mortgage - Backed—28.3%  

Fannie Mae 15 Yr. Pool
2.500%, 12/01/27

    3,771,535      $ 3,811,098   

2.500%, 02/01/28

    2,876,470        2,901,402   

2.500%, 07/01/28

    5,154,188        5,198,863   

2.500%, 10/01/28

    3,248,667        3,276,826   

2.500%, 03/01/30

    3,236,747        3,250,129   

2.500%, 09/01/31

    4,782,357        4,797,383   

3.000%, 01/01/27

    1,460,392        1,502,564   

3.000%, 02/01/27

    2,419,787        2,489,936   

3.000%, 03/01/27

    1,277,672        1,314,712   

3.000%, 01/01/29

    5,652,921        5,813,890   

3.000%, 10/01/29

    2,559,186        2,631,839   

3.000%, 06/01/30

    3,160,094        3,247,099   

3.500%, 02/01/26

    2,338,520        2,439,828   

3.500%, 03/01/26

    941,101        981,871   

3.500%, 05/01/29

    2,408,804        2,517,848   

4.000%, 04/01/19

    50,882        52,388   

4.000%, 05/01/19

    111,879        115,187   

4.000%, 01/01/20

    245,689        253,050   

4.000%, 06/01/24

    390,464        409,468   

4.000%, 11/01/24

    2,011,029        2,108,905   

4.500%, 07/01/18

    127,714        129,955   

4.500%, 05/01/19

    64,670        66,464   

4.500%, 08/01/24

    496,438        528,456   

4.500%, 06/01/25

    921,351        983,869   

5.000%, 06/01/18

    18,252        18,618   

5.000%, 01/01/19

    59,240        60,626   

5.000%, 02/01/20

    137,251        143,039   

5.000%, 01/01/22

    187,117        195,547   

5.000%, 02/01/24

    569,549        608,182   

5.500%, 11/01/17

    6,764        6,822   

5.500%, 02/01/18

    9,145        9,263   

5.500%, 04/01/18

    83,207        84,731   

6.000%, 09/01/17

    7,857        7,892   

6.500%, 04/01/17

    19,121        19,165   

Fannie Mae 20 Yr. Pool
3.000%, 02/01/33

    1,860,124        1,898,010   

3.000%, 08/01/35

    2,560,409        2,598,122   

3.000%, 05/01/36

    3,534,649        3,582,985   

3.500%, 04/01/32

    1,726,768        1,799,477   

3.500%, 09/01/35

    2,624,570        2,735,294   

4.000%, 02/01/31

    804,828        854,979   

4.500%, 08/01/30

    509,001        548,709   

5.000%, 02/01/24

    199,833        217,570   

5.000%, 09/01/25

    156,162        170,086   

5.500%, 07/01/23

    115,644        128,432   

5.500%, 01/01/24

    76,544        85,024   

5.500%, 07/01/24

    202,126        224,586   

5.500%, 07/01/25

    180,037        200,093   

7.000%, 10/01/21

    8,855        9,449   

Fannie Mae 30 Yr. Pool
2.500%, 08/01/46

    3,872,439        3,680,959   

3.000%, 08/01/42

    1,582,636        1,581,949   

3.000%, 09/01/42

    2,076,635        2,075,733   

3.000%, 11/01/42

    2,619,818        2,618,680   

3.000%, 12/01/42

    4,941,570        4,939,425   
Agency Sponsored Mortgage - Backed—(Continued)  

Fannie Mae 30 Yr. Pool
3.000%, 01/01/43

    1,278,966      1,278,410   

3.000%, 02/01/43

    4,582,857        4,576,987   

3.000%, 03/01/43

    5,551,941        5,544,828   

3.000%, 05/01/43

    3,898,883        3,893,889   

3.000%, 07/01/43

    10,097,685        10,084,752   

3.000%, 09/01/43

    3,167,889        3,163,831   

3.000%, 05/01/45

    3,464,032        3,447,887   

3.000%, 05/01/46

    3,656,520        3,637,701   

3.000%, 06/01/46

    4,654,632        4,630,676   

3.000%, 08/01/46

    4,712,798        4,688,543   

3.000%, 10/01/46

    9,720,967        9,670,937   

3.000%, 11/01/46

    2,541,016        2,527,938   

3.000%, 01/01/47

    4,982,014        4,958,856   

3.500%, 12/01/40

    1,966,135        2,026,379   

3.500%, 03/01/42

    1,298,195        1,338,409   

3.500%, 04/01/42

    2,829,454        2,917,101   

3.500%, 05/01/42

    3,279,987        3,381,590   

3.500%, 06/01/42

    2,478,748        2,555,532   

3.500%, 08/01/42

    1,626,364        1,676,743   

3.500%, 09/01/42

    4,634,552        4,778,114   

3.500%, 10/01/42

    2,245,437        2,314,993   

3.500%, 01/01/43

    2,041,002        2,104,226   

3.500%, 02/01/43

    3,225,720        3,325,641   

3.500%, 04/01/43

    3,654,607        3,763,761   

3.500%, 06/01/43

    2,022,253        2,082,652   

3.500%, 08/01/44

    2,367,592        2,431,749   

3.500%, 02/01/45

    3,544,801        3,640,859   

3.500%, 03/01/45

    5,366,276        5,504,343   

3.500%, 04/01/45

    6,775,299        6,949,618   

3.500%, 09/01/45

    11,157,845        11,444,919   

3.500%, 11/01/45

    3,947,920        4,049,494   

3.500%, 01/01/46

    4,294,475        4,404,965   

3.500%, 03/01/46

    4,333,838        4,446,278   

3.500%, 05/01/46

    3,593,404        3,686,634   

4.000%, 08/01/39

    1,284,401        1,355,786   

4.000%, 09/01/39

    1,010,171        1,066,315   

4.000%, 12/01/39

    1,244,194        1,313,345   

4.000%, 06/01/40

    1,676,294        1,769,984   

4.000%, 09/01/40

    786,743        830,715   

4.000%, 12/01/40

    5,753,069        6,074,614   

4.000%, 01/01/41

    3,151,604        3,327,549   

4.000%, 02/01/41

    3,749,225        3,958,280   

4.000%, 12/01/41

    1,359,601        1,435,412   

4.000%, 02/01/42

    1,547,141        1,633,759   

4.000%, 09/01/43

    2,262,964        2,382,520   

4.000%, 02/01/44

    3,247,812        3,416,034   

4.000%, 05/01/44

    2,536,016        2,667,370   

4.000%, 08/01/44

    3,530,748        3,713,624   

4.000%, 10/01/44

    2,192,520        2,306,082   

4.000%, 11/01/44

    4,518,278        4,752,303   

4.000%, 01/01/45

    3,648,896        3,837,891   

4.000%, 03/01/45

    3,018,111        3,176,656   

4.000%, 10/01/45

    3,899,838        4,104,701   

4.500%, 08/01/33

    238,996        258,297   

4.500%, 10/01/33

    248,063        268,096   

 

See accompanying notes to financial statements.

 

MSF-4


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Schedule of Investments as of December 31, 2016

U.S. Treasury & Government Agencies—(Continued)

 

Security Description   Principal
Amount*
    Value  
Agency Sponsored Mortgage - Backed—(Continued)  

Fannie Mae 30 Yr. Pool
4.500%, 04/01/34

    106,719      $ 114,816   

4.500%, 01/01/39

    133,495        144,173   

4.500%, 07/01/39

    1,612,479        1,741,085   

4.500%, 09/01/39

    2,441,368        2,636,081   

4.500%, 10/01/39

    1,164,262        1,257,119   

4.500%, 05/01/40

    1,473,035        1,588,178   

4.500%, 08/01/40

    2,369,540        2,554,760   

4.500%, 11/01/40

    1,236,407        1,333,053   

4.500%, 12/01/40

    2,181,171        2,351,666   

4.500%, 04/01/41

    5,163,096        5,570,637   

4.500%, 05/01/41

    1,269,728        1,369,952   

4.500%, 03/01/44

    1,851,451        1,993,873   

5.000%, 07/01/33

    146,887        160,753   

5.000%, 08/01/33

    474,794        519,616   

5.000%, 09/01/33

    222,715        243,740   

5.000%, 10/01/33

    2,194,764        2,401,960   

5.000%, 03/01/34

    256,460        280,671   

5.000%, 04/01/34

    579,315        633,802   

5.000%, 05/01/34

    76,164        83,307   

5.000%, 09/01/34

    212,751        232,702   

5.000%, 02/01/35

    338,405        370,139   

5.000%, 04/01/35

    154,598        168,977   

5.000%, 05/01/35

    43,944        48,032   

5.000%, 11/01/35

    151,053        165,103   

5.000%, 03/01/36

    604,418        660,637   

5.000%, 07/01/37

    508,802        556,465   

5.000%, 01/01/39

    462,829        504,927   

5.000%, 04/01/40

    1,688,779        1,843,472   

5.000%, 07/01/41

    1,119,261        1,226,489   

5.500%, 10/01/32

    42,372        47,310   

5.500%, 02/01/33

    127,967        142,880   

5.500%, 03/01/33

    414,229        462,499   

5.500%, 05/01/33

    1,590,057        1,775,349   

5.500%, 08/01/33

    669,923        747,991   

5.500%, 10/01/33

    87,232        97,397   

5.500%, 12/01/33

    848,524        947,405   

5.500%, 02/01/34

    184,511        205,923   

5.500%, 03/01/34

    125,832        140,434   

5.500%, 04/01/34

    62,123        69,332   

5.500%, 06/01/34

    234,320        261,513   

5.500%, 09/01/34

    215,478        240,484   

5.500%, 12/01/34

    526,819        587,953   

5.500%, 01/01/35

    151,484        169,063   

5.500%, 02/01/35

    419,245        467,897   

5.500%, 04/01/35

    181,808        202,721   

5.500%, 06/01/35

    864,303        963,719   

5.500%, 01/01/37

    220,687        245,834   

5.500%, 05/01/37

    140,369        156,452   

5.500%, 05/01/38

    114,806        127,718   

5.500%, 06/01/38

    145,027        161,338   

5.500%, 07/01/38

    103,278        114,894   

6.000%, 08/01/28

    2,809        3,178   

6.000%, 11/01/28

    844        960   

6.000%, 12/01/28

    921        1,053   

6.000%, 06/01/31

    37,363        42,310   
Agency Sponsored Mortgage - Backed—(Continued)  

Fannie Mae 30 Yr. Pool
6.000%, 09/01/32

    92,521      104,984   

6.000%, 01/01/33

    18,030        20,459   

6.000%, 02/01/33

    82,994        94,158   

6.000%, 03/01/33

    97,242        110,323   

6.000%, 04/01/33

    268,098        304,161   

6.000%, 05/01/33

    281,302        319,140   

6.000%, 05/01/34

    399,001        451,919   

6.000%, 09/01/34

    232,056        262,833   

6.000%, 11/01/34

    324,444        367,474   

6.000%, 01/01/35

    117,486        132,889   

6.000%, 07/01/36

    55,175        62,425   

6.000%, 09/01/36

    167,571        189,588   

6.000%, 07/01/37

    48,594        55,038   

6.000%, 08/01/37

    229,879        260,364   

6.000%, 09/01/37

    523,587        593,020   

6.000%, 10/01/37

    192,764        218,326   

6.000%, 05/01/38

    649,378        735,492   

6.000%, 12/01/38

    150,709        170,897   

6.500%, 05/01/28

    48,384        55,054   

6.500%, 12/01/28

    118,089        133,602   

6.500%, 03/01/29

    2,915        3,298   

6.500%, 04/01/29

    27,018        30,567   

6.500%, 05/01/29

    5,126        5,800   

6.500%, 08/01/29

    839        950   

6.500%, 05/01/30

    29,883        33,809   

6.500%, 09/01/31

    6,058        6,914   

6.500%, 06/01/32

    24,520        28,069   

6.500%, 09/01/33

    14,805        16,749   

6.500%, 10/01/33

    103,480        117,073   

6.500%, 10/01/34

    266,255        304,167   

6.500%, 10/01/37

    100,411        114,825   

7.000%, 06/01/26

    550        594   

7.000%, 06/01/28

    7,159        7,240   

7.000%, 10/01/29

    9,077        10,350   

7.000%, 12/01/29

    3,491        3,587   

7.000%, 06/01/32

    55,023        62,184   

7.000%, 10/01/37

    183,089        220,214   

7.500%, 09/01/25

    4,365        4,987   

7.500%, 06/01/26

    5,003        5,835   

7.500%, 07/01/29

    10,715        12,477   

7.500%, 10/01/29

    6,986        7,410   

8.000%, 11/01/29

    138        155   

8.000%, 05/01/30

    17,012        17,650   

8.000%, 11/01/30

    2,992        3,397   

8.000%, 01/01/31

    3,201        3,622   

8.000%, 02/01/31

    5,596        6,537   

Fannie Mae ARM Pool
2.542%, 02/01/45 (a)

    865,352        882,329   

2.763%, 11/01/43 (a)

    1,402,430        1,456,922   

2.783%, 02/01/42 (a)

    1,899,674        1,967,145   

2.990%, 10/01/41 (a)

    194,451        203,251   

Fannie Mae-ACES
2.679%, 05/25/21 (a)

    5,000,000        5,056,300   

Freddie Mac 15 Yr. Gold Pool
2.500%, 12/01/27

    1,767,428        1,786,740   

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Schedule of Investments as of December 31, 2016

U.S. Treasury & Government Agencies—(Continued)

 

Security Description   Principal
Amount*
    Value  
Agency Sponsored Mortgage - Backed—(Continued)  

Freddie Mac 15 Yr. Gold Pool
2.500%, 02/01/28

    2,859,060      $ 2,884,938   

2.500%, 04/01/28

    2,347,932        2,369,183   

2.500%, 12/01/29

    3,415,144        3,438,618   

2.500%, 01/01/31

    4,254,003        4,268,234   

2.500%, 12/01/31

    2,985,773        2,993,824   

3.000%, 03/01/27

    1,337,012        1,375,897   

3.000%, 05/01/27

    1,792,810        1,844,951   

3.000%, 11/01/28

    2,163,986        2,226,239   

3.000%, 12/01/29

    3,872,670        3,983,369   

3.000%, 05/01/31

    4,421,648        4,543,622   

3.500%, 12/01/25

    1,565,618        1,634,308   

3.500%, 05/01/26

    537,117        560,805   

3.500%, 09/01/30

    3,337,609        3,501,960   

4.000%, 06/01/19

    79,859        81,935   

4.000%, 05/01/25

    838,867        882,299   

4.000%, 08/01/25

    447,236        470,392   

4.000%, 10/01/25

    394,646        415,079   

4.500%, 09/01/18

    64,297        65,428   

4.500%, 10/01/18

    148,041        150,645   

4.500%, 04/01/19

    156,099        160,628   

4.500%, 06/01/19

    95,057        97,527   

4.500%, 08/01/19

    30,839        31,689   

5.000%, 05/01/18

    147,390        151,002   

5.000%, 12/01/18

    30,507        31,255   

5.000%, 06/01/19

    118,083        121,057   

5.500%, 11/01/17

    10,172        10,283   

5.500%, 01/01/24

    391,408        420,999   

6.000%, 05/01/17

    2,237        2,243   

Freddie Mac 20 Yr. Gold Pool
3.000%, 04/01/33

    2,914,556        2,971,833   

3.500%, 04/01/32

    2,305,251        2,400,044   

4.000%, 01/01/31

    880,796        935,002   

4.000%, 08/01/31

    877,576        931,583   

4.500%, 05/01/29

    233,942        251,237   

5.000%, 03/01/27

    125,341        136,449   

Freddie Mac 30 Yr. Gold Pool
2.500%, 07/01/43

    2,688,845        2,557,897   

3.000%, 10/01/42

    2,514,585        2,511,518   

3.000%, 01/01/43

    2,440,811        2,437,834   

3.000%, 03/01/43

    5,872,044        5,859,966   

3.000%, 04/01/43

    4,529,514        4,520,198   

3.000%, 06/01/43

    1,820,921        1,817,175   

3.000%, 07/01/43

    3,973,966        3,965,793   

3.000%, 06/01/45

    4,353,121        4,329,491   

3.000%, 01/01/46

    2,664,384        2,649,921   

3.000%, 06/01/46

    4,638,925        4,611,410   

3.000%, 10/01/46

    3,822,025        3,799,356   

3.000%, 11/01/46

    4,819,544        4,790,958   

3.000%, 12/01/46

    7,517,883        7,473,293   

3.500%, 01/01/42

    1,423,274        1,465,931   

3.500%, 03/01/42

    1,294,209        1,332,998   

3.500%, 08/01/42

    4,554,547        4,691,051   

3.500%, 02/01/43

    1,849,653        1,903,021   

3.500%, 05/01/43

    3,011,670        3,098,564   

3.500%, 06/01/43

    2,007,555        2,065,478   
Agency Sponsored Mortgage - Backed—(Continued)  

Freddie Mac 30 Yr. Gold Pool
3.500%, 06/01/44

    2,203,774      2,261,489   

3.500%, 10/01/44

    2,417,926        2,481,249   

3.500%, 11/01/44

    3,270,645        3,356,300   

3.500%, 12/01/44

    3,224,041        3,308,476   

3.500%, 05/01/45

    3,893,629        3,989,638   

3.500%, 08/01/45

    3,670,034        3,760,529   

3.500%, 11/01/45

    4,066,645        4,166,919   

3.500%, 12/01/45

    2,464,750        2,525,525   

3.500%, 03/01/46

    7,540,403        7,728,096   

4.000%, 06/01/39

    809,812        854,254   

4.000%, 12/01/39

    1,330,103        1,403,098   

4.000%, 11/01/40

    1,235,171        1,303,278   

4.000%, 04/01/41

    1,227,232        1,294,734   

4.000%, 09/01/41

    1,252,552        1,321,447   

4.000%, 10/01/41

    2,964,759        3,127,833   

4.000%, 11/01/41

    1,250,968        1,319,776   

4.000%, 10/01/43

    3,296,545        3,468,300   

4.000%, 07/01/44

    3,630,450        3,815,984   

4.000%, 10/01/44

    2,780,689        2,922,796   

4.000%, 07/01/45

    4,361,128        4,586,117   

4.000%, 01/01/46

    4,414,350        4,643,049   

4.000%, 02/01/46

    2,362,947        2,485,367   

4.500%, 10/01/35

    438,920        472,822   

4.500%, 06/01/38

    655,870        704,873   

4.500%, 02/01/39

    409,728        441,613   

4.500%, 03/01/39

    287,638        310,022   

4.500%, 04/01/39

    662,701        714,271   

4.500%, 09/01/39

    764,314        823,791   

4.500%, 10/01/39

    1,951,218        2,103,058   

4.500%, 11/01/39

    598,763        645,358   

4.500%, 01/01/40

    383,176        412,362   

4.500%, 05/01/40

    764,652        822,895   

4.500%, 11/01/40

    1,122,635        1,208,144   

4.500%, 02/01/41

    471,976        508,262   

4.500%, 05/01/41

    693,875        747,220   

4.500%, 06/01/41

    479,722        516,604   

4.500%, 12/01/43

    1,103,003        1,185,416   

5.000%, 10/01/33

    563,172        615,525   

5.000%, 03/01/34

    114,456        125,026   

5.000%, 08/01/35

    509,466        556,186   

5.000%, 09/01/35

    229,296        250,324   

5.000%, 10/01/35

    191,699        209,279   

5.000%, 01/01/36

    628,689        686,343   

5.000%, 04/01/38

    334,823        364,695   

5.000%, 11/01/39

    1,423,782        1,550,355   

5.000%, 05/01/40

    1,856,732        2,023,752   

5.500%, 06/01/34

    467,218        520,388   

5.500%, 10/01/35

    176,063        195,939   

5.500%, 12/01/35

    677,355        753,820   

5.500%, 01/01/36

    417,328        464,197   

5.500%, 12/01/37

    380,974        423,591   

5.500%, 04/01/38

    1,691,273        1,877,756   

5.500%, 07/01/38

    200,299        222,384   

5.500%, 08/01/38

    524,575        582,416   

6.000%, 11/01/28

    7,697        8,734   

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Schedule of Investments as of December 31, 2016

U.S. Treasury & Government Agencies—(Continued)

 

Security Description   Principal
Amount*
    Value  
Agency Sponsored Mortgage - Backed—(Continued)  

Freddie Mac 30 Yr. Gold Pool
6.000%, 12/01/28

    6,062      $ 6,951   

6.000%, 04/01/29

    2,382        2,691   

6.000%, 05/01/29

    1,911        2,159   

6.000%, 06/01/31

    2,118        2,393   

6.000%, 07/01/31

    711        815   

6.000%, 09/01/31

    58,578        66,234   

6.000%, 04/01/32

    21,080        23,962   

6.000%, 11/01/32

    30,448        34,611   

6.000%, 06/01/34

    113,107        128,383   

6.000%, 11/01/35

    87,477        98,919   

6.000%, 02/01/36

    131,217        148,498   

6.000%, 08/01/36

    75,953        85,956   

6.000%, 10/01/36

    167,705        189,792   

6.000%, 11/01/36

    91,156        103,162   

6.000%, 01/01/37

    153,969        174,247   

6.000%, 02/01/38

    166,354        188,753   

6.000%, 11/01/39

    1,436,533        1,626,807   

6.000%, 04/01/40

    455,924        517,312   

6.500%, 02/01/30

    5,281        5,965   

6.500%, 08/01/31

    9,088        10,444   

6.500%, 10/01/31

    7,061        7,975   

6.500%, 11/01/31

    19,717        22,659   

6.500%, 03/01/32

    345,628        390,378   

6.500%, 04/01/32

    264,557        306,720   

6.500%, 09/01/36

    377,218        432,425   

6.500%, 11/01/37

    175,101        199,737   

7.000%, 12/01/27

    1,232        1,407   

7.000%, 11/01/28

    3,379        3,919   

7.000%, 04/01/29

    3,448        3,983   

7.000%, 05/01/29

    667        731   

7.000%, 06/01/29

    5,823        6,018   

7.000%, 07/01/29

    1,946        2,163   

7.000%, 01/01/31

    99,058        105,005   

7.500%, 08/01/24

    7,924        7,951   

7.500%, 10/01/27

    9,820        11,054   

7.500%, 10/01/29

    12,655        14,487   

7.500%, 05/01/30

    11,855        13,309   

8.000%, 02/01/27

    3,095        3,555   

8.000%, 10/01/28

    6,051        7,166   

Freddie Mac Multifamily Structured Pass-Through Certificates
2.902%, 08/25/20

    956,165        974,763   

3.060%, 07/25/23 (a)

    4,800,000        4,950,720   

Ginnie Mae I 15 Yr. Pool
3.000%, 08/15/28

    2,561,788        2,644,332   

5.000%, 10/15/20

    124,220        130,699   

5.000%, 01/15/21

    106,734        112,237   

Ginnie Mae I 30 Yr. Pool
3.000%, 11/15/42

    2,747,050        2,790,540   

3.000%, 12/15/42

    2,089,408        2,122,486   

3.000%, 02/15/43

    1,798,636        1,828,932   

3.000%, 03/15/43

    2,198,862        2,235,899   

3.000%, 05/15/43

    2,979,758        3,029,948   

3.000%, 07/15/43

    1,951,899        1,984,777   

3.500%, 01/15/42

    2,703,528        2,826,864   
Agency Sponsored Mortgage - Backed—(Continued)  

Ginnie Mae I 30 Yr. Pool
3.500%, 02/15/42

    915,052      956,653   

3.500%, 03/15/42

    1,787,594        1,868,863   

3.500%, 05/15/42

    1,251,301        1,308,189   

3.500%, 09/15/42

    1,636,687        1,711,095   

3.500%, 05/15/43

    2,158,279        2,255,109   

4.000%, 07/15/39

    1,914,905        2,039,585   

4.000%, 07/15/40

    1,124,601        1,194,058   

4.000%, 03/15/41

    849,362        904,919   

4.000%, 10/15/41

    1,923,227        2,049,024   

4.500%, 01/15/39

    285,566        310,064   

4.500%, 04/15/39

    868,623        943,140   

4.500%, 05/15/39

    1,908,817        2,072,571   

4.500%, 08/15/39

    861,836        935,771   

4.500%, 01/15/40

    874,351        951,368   

4.500%, 04/15/40

    1,046,824        1,139,033   

4.500%, 02/15/41

    204,557        222,447   

4.500%, 04/15/41

    541,580        588,947   

5.000%, 12/15/35

    321,946        353,602   

5.000%, 12/15/36

    139,259        153,817   

5.000%, 01/15/39

    994,563        1,088,759   

5.000%, 02/15/39

    190,014        207,777   

5.000%, 08/15/39

    1,340,091        1,465,362   

5.000%, 09/15/39

    326,987        357,554   

5.000%, 12/15/39

    607,856        664,678   

5.000%, 05/15/40

    966,662        1,060,533   

5.500%, 03/15/36

    249,015        277,775   

5.500%, 01/15/37

    407,325        460,225   

5.500%, 11/15/37

    522,563        583,299   

5.500%, 09/15/38

    216,879        242,013   

5.500%, 08/15/39

    1,057,736        1,180,045   

6.000%, 01/15/29

    5,346        6,119   

6.000%, 01/15/33

    211,090        244,540   

6.000%, 03/15/35

    220,950        255,800   

6.000%, 12/15/35

    162,804        188,256   

6.000%, 06/15/36

    152,897        174,355   

6.000%, 09/15/36

    189,336        215,908   

6.000%, 07/15/38

    910,243        1,043,323   

6.500%, 05/15/23

    1,127        1,287   

6.500%, 02/15/27

    27,029        30,874   

6.500%, 07/15/28

    9,034        10,319   

6.500%, 08/15/28

    9,435        10,778   

6.500%, 11/15/28

    8,233        9,492   

6.500%, 12/15/28

    8,890        10,154   

6.500%, 07/15/29

    2,031        2,319   

6.500%, 05/15/36

    117,151        133,818   

7.000%, 01/15/28

    1,528        1,690   

7.000%, 04/15/28

    2,892        2,968   

7.000%, 05/15/28

    9,717        10,344   

7.000%, 06/15/28

    7,784        8,663   

7.000%, 10/15/28

    7,485        8,200   

7.000%, 06/15/29

    1,953        1,992   

7.000%, 09/15/29

    2,443        2,492   

7.000%, 01/15/31

    1,303        1,328   

7.000%, 03/15/31

    12,312        12,599   

7.000%, 07/15/31

    383,249        450,530   

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Schedule of Investments as of December 31, 2016

U.S. Treasury & Government Agencies—(Continued)

 

Security Description   Principal
Amount*
    Value  
Agency Sponsored Mortgage - Backed—(Continued)  

Ginnie Mae I 30 Yr. Pool
7.000%, 08/15/31

    62,166      $ 74,426   

7.000%, 02/15/32

    9,964        10,076   

7.000%, 07/15/32

    23,813        28,535   

7.500%, 04/15/30

    8,050        8,186   

8.000%, 08/15/26

    3,161        3,556   

8.000%, 09/15/26

    2,699        2,985   

8.000%, 06/15/29

    22,008        23,464   

9.000%, 11/15/24

    5,826        6,362   

Ginnie Mae II 30 Yr. Pool
3.000%, 12/20/42

    2,529,425        2,571,925   

3.000%, 03/20/43

    3,550,072        3,610,107   

3.000%, 12/20/44

    3,311,997        3,359,805   

3.000%, 04/20/45

    3,079,185        3,121,607   

3.000%, 08/20/45

    4,330,661        4,390,325   

3.000%, 11/20/45

    2,498,544        2,532,966   

3.000%, 01/20/46

    4,298,931        4,358,157   

3.000%, 08/20/46

    4,640,236        4,704,134   

3.000%, 09/20/46

    4,712,651        4,777,546   

3.000%, 10/20/46

    4,767,247        4,832,894   

3.000%, 11/20/46

    4,903,304        4,970,824   

3.500%, 12/20/41

    1,611,618        1,686,614   

3.500%, 03/20/42

    3,403,367        3,561,828   

3.500%, 08/20/42

    1,555,598        1,628,027   

3.500%, 01/20/43

    4,684,690        4,899,395   

3.500%, 04/20/43

    1,882,367        1,967,677   

3.500%, 05/20/43

    3,094,703        3,234,957   

3.500%, 07/20/44

    4,212,137        4,386,147   

3.500%, 02/20/45

    4,574,891        4,759,761   

3.500%, 06/20/45

    2,913,536        3,031,271   

3.500%, 08/20/45

    6,515,488        6,778,776   

3.500%, 09/20/45

    7,440,684        7,741,360   

3.500%, 10/20/45

    4,398,633        4,576,380   

3.500%, 12/20/45

    3,829,401        3,984,146   

3.500%, 01/20/46

    3,858,955        4,014,894   

3.500%, 02/20/46

    3,161,841        3,290,869   

3.500%, 05/20/46

    4,332,153        4,508,940   

3.500%, 06/20/46

    3,600,452        3,747,379   

4.000%, 11/20/40

    1,575,412        1,690,271   

4.000%, 12/20/40

    1,679,980        1,802,463   

4.000%, 05/20/43

    2,473,068        2,632,678   

4.000%, 11/20/43

    1,193,905        1,270,959   

4.000%, 02/20/44

    3,775,621        4,017,888   

4.000%, 04/20/44

    1,645,273        1,750,844   

4.000%, 05/20/44

    2,025,532        2,155,502   

4.000%, 09/20/44

    3,166,944        3,370,155   

4.000%, 10/20/44

    4,577,973        4,871,723   

4.000%, 11/20/44

    905,755        963,874   

4.000%, 10/20/45

    3,804,426        4,043,668   

4.000%, 11/20/45

    1,984,372        2,109,160   

4.500%, 08/20/40

    1,380,100        1,479,303   

4.500%, 12/20/40

    865,291        927,489   

4.500%, 04/20/41

    765,052        822,402   

4.500%, 03/20/42

    607,705        653,260   

4.500%, 10/20/43

    1,004,073        1,073,745   

4.500%, 02/20/44

    1,922,963        2,056,398   
Agency Sponsored Mortgage - Backed—(Continued)  

Ginnie Mae II 30 Yr. Pool
4.500%, 04/20/45

    1,921,561      2,054,898   

5.000%, 08/20/40

    621,422        677,937   

5.000%, 10/20/40

    631,053        688,444   

5.000%, 06/20/44

    1,525,553        1,664,296   

6.500%, 06/20/31

    23,291        27,004   

6.500%, 11/20/38

    534,724        616,726   

7.500%, 02/20/28

    2,937        3,471   
   

 

 

 
      753,652,390   
   

 

 

 
Federal Agencies—2.9%  

Federal Home Loan Bank
1.750%, 06/12/20

    17,700,000        17,744,958   

Federal Home Loan Mortgage Corp.
0.875%, 03/07/18 (b)

    17,000,000        16,963,620   

1.250%, 10/02/19

    3,000,000        2,981,040   

1.375%, 05/01/20 (b)

    5,145,000        5,103,223   

5.125%, 11/17/17

    3,530,000        3,657,934   

Federal National Mortgage Association
0.875%, 05/21/18

    10,160,000        10,128,199   

2.125%, 04/24/26 (b)

    13,500,000        12,771,270   

6.625%, 11/15/30 (b)

    2,450,000        3,404,300   

Tennessee Valley Authority
5.250%, 09/15/39

    3,350,000        4,177,785   
   

 

 

 
      76,932,329   
   

 

 

 
U.S. Treasury—35.8%  

U.S. Treasury Bonds
2.250%, 08/15/46 (b)

    3,000,000        2,523,450   

2.500%, 02/15/45

    14,400,000        12,832,272   

2.500%, 02/15/46

    8,200,000        7,290,538   

2.500%, 05/15/46

    4,800,000        4,267,248   

2.750%, 08/15/42

    2,020,000        1,909,062   

2.875%, 05/15/43

    4,760,000        4,600,588   

2.875%, 08/15/45

    5,000,000        4,812,650   

3.000%, 11/15/44

    11,000,000        10,872,070   

3.000%, 05/15/45

    4,500,000        4,440,465   

3.000%, 11/15/45

    7,700,000        7,598,129   

3.125%, 02/15/42 (b)

    1,800,000        1,827,594   

3.125%, 02/15/43

    3,270,000        3,314,079   

3.125%, 08/15/44

    4,700,000        4,758,374   

3.375%, 05/15/44

    3,000,000        3,182,580   

3.500%, 02/15/39

    2,080,000        2,274,834   

3.625%, 02/15/44

    10,120,000        11,223,181   

3.750%, 08/15/41

    1,830,000        2,061,934   

3.875%, 08/15/40

    10,380,000        11,920,288   

4.250%, 11/15/40

    7,280,000        8,839,594   

4.375%, 11/15/39

    3,900,000        4,814,745   

4.375%, 05/15/40

    5,220,000        6,449,205   

4.375%, 05/15/41

    5,850,000        7,239,609   

4.500%, 05/15/38

    4,950,000        6,252,196   

5.000%, 05/15/37 (b)

    6,560,000        8,808,177   

5.250%, 02/15/29

    750,000        958,703   

5.375%, 02/15/31

    3,675,000        4,896,202   

6.125%, 11/15/27

    5,750,000        7,717,132   

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Schedule of Investments as of December 31, 2016

U.S. Treasury & Government Agencies—(Continued)

 

Security Description   Principal
Amount*
    Value  
U.S. Treasury—(Continued)  

U.S. Treasury Bonds
6.250%, 08/15/23

    7,700,000      $ 9,627,926   

6.375%, 08/15/27 (b)

    6,900,000        9,393,592   

6.500%, 11/15/26

    4,500,000        6,095,295   

7.125%, 02/15/23

    11,125,000        14,330,335   

7.250%, 08/15/22

    6,120,000        7,806,366   

7.875%, 02/15/21

    4,450,000        5,520,981   

8.000%, 11/15/21

    2,920,000        3,740,199   

8.125%, 08/15/19

    2,645,000        3,102,664   

8.125%, 08/15/21

    1,250,000        1,592,225   

8.500%, 02/15/20

    6,700,000        8,126,563   

8.750%, 08/15/20

    1,000,000        1,248,720   

8.875%, 02/15/19 (b)

    10,215,000        11,869,830   

9.125%, 05/15/18 (b)

    1,600,000        1,775,184   

U.S. Treasury Notes
0.625%, 04/30/18

    5,000,000        4,975,250   

0.750%, 01/31/18

    12,000,000        11,975,280   

0.750%, 02/28/18

    27,500,000        27,430,151   

0.750%, 02/15/19

    14,100,000        13,959,550   

0.750%, 08/15/19

    5,000,000        4,923,200   

0.875%, 04/15/19

    6,000,000        5,945,880   

1.000%, 08/15/18

    28,000,000        27,962,479   

1.125%, 05/31/19 (b)

    12,300,000        12,247,479   

1.125%, 03/31/20

    5,100,000        5,033,955   

1.125%, 02/28/21

    5,000,000        4,865,250   

1.250%, 10/31/19

    5,130,000        5,107,787   

1.250%, 01/31/20

    15,000,000        14,889,750   

1.250%, 02/29/20

    25,800,000        25,592,052   

1.250%, 03/31/21

    6,100,000        5,959,175   

1.375%, 09/30/18 (b)

    47,890,000        48,070,066   

1.375%, 11/30/18

    15,000,000        15,053,699   

1.375%, 01/31/20 (b)

    27,100,000        26,997,021   

1.375%, 08/31/20

    14,900,000        14,744,891   

1.500%, 03/31/19

    31,870,000        32,029,668   

1.500%, 02/28/23

    4,000,000        3,847,560   

1.625%, 11/30/20

    5,000,000        4,979,950   

1.625%, 11/15/22

    5,000,000        4,867,450   

1.625%, 05/31/23

    7,900,000        7,634,244   

1.625%, 05/15/26

    15,900,000        14,828,023   

1.750%, 10/31/20

    10,000,000        10,020,000   

1.750%, 12/31/20

    14,800,000        14,796,152   

1.750%, 02/28/22 (b)

    9,000,000        8,892,630   

1.750%, 05/15/22

    4,900,000        4,829,195   

1.750%, 05/15/23

    17,520,000        17,067,809   

1.875%, 08/31/22

    7,400,000        7,314,308   

2.000%, 11/30/20 (b)

    14,800,000        14,952,587   

2.000%, 02/28/21

    5,000,000        5,040,500   

2.000%, 10/31/21

    6,000,000        6,017,161   

2.000%, 02/15/22

    3,800,000        3,806,498   

2.000%, 11/30/22

    9,600,000        9,536,928   

2.000%, 02/15/23

    6,900,000        6,844,800   

2.000%, 02/15/25

    5,000,000        4,867,550   

2.000%, 08/15/25

    5,000,000        4,844,650   

2.000%, 11/15/26 (b)

    13,300,000        12,798,457   

2.125%, 08/31/20

    5,800,000        5,893,264   

2.125%, 06/30/21

    12,000,000        12,128,159   
U.S. Treasury—(Continued)  

U.S. Treasury Notes
2.125%, 08/15/21

    8,710,000      8,792,745   

2.125%, 05/15/25

    7,100,000        6,962,757   

2.250%, 07/31/21

    19,000,000        19,300,961   

2.250%, 11/15/24

    7,800,000        7,754,058   

2.250%, 11/15/25

    6,800,000        6,714,456   

2.375%, 05/31/18

    31,000,000        31,575,051   

2.375%, 12/31/20

    7,600,000        7,785,896   

2.375%, 08/15/24 (b)

    16,800,000        16,881,983   

2.500%, 08/15/23

    14,400,000        14,659,777   

2.500%, 05/15/24

    7,000,000        7,107,660   

2.625%, 08/15/20

    6,000,000        6,203,880   

2.750%, 11/15/23

    19,335,000        19,972,668   

2.750%, 02/15/24

    5,600,000        5,785,752   

3.125%, 05/15/19

    3,000,000        3,126,930   

3.375%, 11/15/19

    4,350,000        4,589,250   

3.500%, 02/15/18

    4,000,000        4,111,280   

3.500%, 05/15/20

    7,790,000        8,279,523   

3.625%, 02/15/20

    17,190,000        18,289,988   

3.750%, 11/15/18

    4,550,000        4,765,852   

3.875%, 05/15/18 (b)

    4,700,000        4,883,206   

4.000%, 08/15/18

    9,620,000        10,072,333   
   

 

 

 
      953,101,243   
   

 

 

 

Total U.S. Treasury & Government Agencies
(Cost $1,755,920,602)

      1,783,685,962   
   

 

 

 
Corporate Bonds & Notes—27.6%   
Aerospace/Defense—0.4%  

Boeing Co. (The)
7.250%, 06/15/25

    460,000        597,551   

Lockheed Martin Corp.
4.700%, 05/15/46 (b)

    3,000,000        3,282,330   

6.150%, 09/01/36

    1,700,000        2,132,701   

Northrop Grumman Systems Corp.
7.750%, 02/15/31

    515,000        709,315   

Raytheon Co.
3.125%, 10/15/20

    1,000,000        1,030,250   

United Technologies Corp.
4.500%, 06/01/42

    2,645,000        2,829,462   

7.500%, 09/15/29

    200,000        279,098   
   

 

 

 
      10,860,707   
   

 

 

 
Agriculture—0.3%  

Altria Group, Inc.
9.700%, 11/10/18

    750,000        856,598   

Archer-Daniels-Midland Co.
4.479%, 03/01/21

    2,000,000        2,160,000   

Philip Morris International, Inc.
3.250%, 11/10/24 (b)

    3,000,000        3,018,570   

4.500%, 03/26/20

    925,000        989,352   
   

 

 

 
      7,024,520   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Auto Manufacturers—0.7%  

American Honda Finance Corp.
2.300%, 09/09/26

    1,100,000      $ 1,026,564   

Daimler Finance North America LLC
8.500%, 01/18/31

    1,050,000        1,583,116   

Ford Motor Co.
7.450%, 07/16/31 (b)

    2,200,000        2,764,542   

Ford Motor Credit Co. LLC
2.597%, 11/04/19

    3,000,000        2,994,780   

General Motors Financial Co., Inc.
2.400%, 05/09/19

    5,000,000        4,962,500   

Toyota Motor Credit Corp.
3.300%, 01/12/22

    4,000,000        4,126,680   
   

 

 

 
      17,458,182   
   

 

 

 
Banks—5.5%  

Bank of America Corp.
3.300%, 01/11/23 (b)

    4,075,000        4,088,937   

4.100%, 07/24/23

    2,905,000        3,027,533   

4.200%, 08/26/24 (b)

    3,000,000        3,056,430   

5.875%, 02/07/42

    3,000,000        3,636,060   

6.500%, 07/15/18

    200,000        213,308   

Bank of New York Mellon Corp. (The)
5.450%, 05/15/19

    2,000,000        2,155,000   

Bank of Nova Scotia (The)
2.050%, 10/30/18 (b)

    3,480,000        3,497,574   

Barclays plc
5.250%, 08/17/45

    2,700,000        2,911,005   

BNP Paribas S.A.
5.000%, 01/15/21

    3,225,000        3,503,447   

Branch Banking & Trust Co.
2.850%, 04/01/21

    3,400,000        3,447,974   

Capital One Financial Corp.
6.750%, 09/15/17

    1,200,000        1,242,864   

Citigroup, Inc.
5.375%, 08/09/20 (b)

    2,200,000        2,396,636   

6.125%, 05/15/18

    1,900,000        2,004,728   

Cooperatieve Rabobank UA
5.250%, 05/24/41 (b)

    3,640,000        4,241,037   

Credit Suisse
4.375%, 08/05/20

    2,611,000        2,760,166   

Credit Suisse Group Funding Guernsey, Ltd.
3.800%, 09/15/22

    3,000,000        3,028,410   

Deutsche Bank AG
6.000%, 09/01/17

    1,500,000        1,535,492   

Fifth Third Bancorp
8.250%, 03/01/38

    1,175,000        1,660,310   

Goldman Sachs Group, Inc. (The)
6.000%, 06/15/20 (b)

    2,000,000        2,216,900   

6.125%, 02/15/33

    2,075,000        2,517,473   

6.450%, 05/01/36

    2,000,000        2,369,220   

6.750%, 10/01/37

    3,500,000        4,322,920   

HSBC Holdings plc
5.100%, 04/05/21

    2,556,000        2,769,733   

6.500%, 09/15/37

    905,000        1,121,485   
Banks—(Continued)  

HSBC USA, Inc.
2.350%, 03/05/20

    3,000,000      2,975,220   

JPMorgan Chase & Co.
1.700%, 03/01/18 (b)

    2,000,000        1,998,880   

3.250%, 09/23/22 (b)

    2,850,000        2,885,169   

3.900%, 07/15/25 (b)

    4,700,000        4,835,595   

4.950%, 03/25/20

    2,650,000        2,856,356   

6.300%, 04/23/19

    1,900,000        2,074,135   

KeyBank N.A.
3.300%, 06/01/25 (b)

    3,800,000        3,791,032   

KFW
1.000%, 06/11/18

    3,536,000        3,519,204   

2.375%, 08/25/21

    1,945,000        1,961,396   

2.750%, 09/08/20

    2,300,000        2,363,181   

Lloyds Bank plc
6.375%, 01/21/21 (b)

    1,500,000        1,707,570   

Morgan Stanley
4.350%, 09/08/26

    3,800,000        3,884,588   

5.625%, 09/23/19

    1,900,000        2,058,232   

7.250%, 04/01/32

    1,850,000        2,510,450   

7.300%, 05/13/19

    2,460,000        2,738,694   

Oesterreichische Kontrollbank AG
1.625%, 03/12/19

    3,025,000        3,023,215   

PNC Bank N.A.

   

2.950%, 02/23/25

    4,100,000        4,002,994   

4.875%, 09/21/17

    1,000,000        1,023,917   

5.250%, 01/15/17 (b)

    1,600,000        1,601,800   

Royal Bank of Canada
2.150%, 03/15/19 (b)

    3,915,000        3,928,585   

Sumitomo Mitsui Banking Corp.
1.950%, 07/23/18 (b)

    4,000,000        3,996,640   

Toronto-Dominion Bank (The)
2.250%, 11/05/19

    4,000,000        4,020,680   

U.S. Bancorp
3.600%, 09/11/24

    3,000,000        3,051,840   

UBS AG
4.875%, 08/04/20

    3,500,000        3,778,600   

Wachovia Corp.
5.750%, 06/15/17

    700,000        713,332   

Wells Fargo & Co.
2.600%, 07/22/20

    4,000,000        4,020,760   

3.000%, 01/22/21 (b)

    3,400,000        3,446,614   

Wells Fargo Bank N.A.
5.950%, 08/26/36

    1,900,000        2,209,206   

Westpac Banking Corp.
1.950%, 11/23/18

    3,000,000        3,004,560   
   

 

 

 
      147,707,087   
   

 

 

 
Beverages—0.8%  

Anheuser-Busch Cos. LLC
6.450%, 09/01/37

    880,000        1,119,536   

Anheuser-Busch InBev Finance, Inc.
1.250%, 01/17/18 (b)

    3,500,000        3,490,375   

4.900%, 02/01/46

    7,800,000        8,397,870   

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Beverages—(Continued)  

Coca-Cola Co. (The)
3.150%, 11/15/20

    280,000      $ 290,505   

3.200%, 11/01/23 (b)

    3,000,000        3,082,680   

Pepsi Bottling Group, Inc. (The)
7.000%, 03/01/29

    300,000        410,454   

PepsiCo, Inc.
3.600%, 03/01/24 (b)

    3,975,000        4,146,522   

5.000%, 06/01/18

    1,000,000        1,049,800   
   

 

 

 
      21,987,742   
   

 

 

 
Biotechnology—0.4%  

Amgen, Inc.
5.700%, 02/01/19

    850,000        913,470   

6.150%, 06/01/18

    1,650,000        1,749,445   

Celgene Corp.
4.625%, 05/15/44

    4,000,000        3,940,280   

Gilead Sciences, Inc.
3.650%, 03/01/26

    3,000,000        3,042,030   
   

 

 

 
      9,645,225   
   

 

 

 
Chemicals—0.6%  

Dow Chemical Co. (The)
4.250%, 11/15/20

    2,750,000        2,908,400   

9.400%, 05/15/39

    650,000        1,009,398   

E. I. du Pont de Nemours & Co.
5.600%, 12/15/36

    1,000,000        1,138,100   

6.000%, 07/15/18 (b)

    1,000,000        1,061,290   

LyondellBasell Industries NV
4.625%, 02/26/55 (b)

    4,400,000        4,103,132   

Potash Corp. of Saskatchewan, Inc.
4.875%, 03/30/20 (b)

    970,000        1,029,083   

Praxair, Inc.
3.000%, 09/01/21

    3,950,000        4,029,000   
   

 

 

 
      15,278,403   
   

 

 

 
Computers—0.6%  

Apple, Inc.
2.250%, 02/23/21

    3,000,000        2,997,030   

2.400%, 05/03/23

    2,072,000        2,020,345   

4.450%, 05/06/44

    2,944,000        3,058,580   

HP, Inc.
4.650%, 12/09/21 (b)

    3,600,000        3,840,876   

International Business Machines Corp.
4.000%, 06/20/42 (b)

    3,200,000        3,199,296   

8.375%, 11/01/19

    425,000        499,243   
   

 

 

 
      15,615,370   
   

 

 

 
Cosmetics/Personal Care—0.1%  

Procter & Gamble Co. (The)
2.300%, 02/06/22

    3,600,000        3,596,112   
   

 

 

 
Diversified Financial Services—1.0%  

Air Lease Corp.
2.625%, 09/04/18 (b)

    4,000,000        4,022,160   
Diversified Financial Services—(Continued)  

American Express Co.
7.000%, 03/19/18

    3,000,000      3,185,490   

Associates Corp. of North America
6.950%, 11/01/18

    1,700,000        1,845,010   

BlackRock, Inc.
3.500%, 03/18/24

    3,800,000        3,920,878   

GE Capital International Funding Co.
4.418%, 11/15/35

    2,700,000        2,841,318   

HSBC Finance Corp.
6.676%, 01/15/21

    3,500,000        3,936,135   

National Rural Utilities Cooperative Finance Corp.
10.375%, 11/01/18

    2,900,000        3,343,874   

Nomura Holdings, Inc.
6.700%, 03/04/20

    1,325,000        1,480,542   

Visa, Inc.
2.800%, 12/14/22

    3,000,000        3,011,610   
   

 

 

 
      27,587,017   
   

 

 

 
Electric—1.6%  

CenterPoint Energy Houston Electric LLC
4.500%, 04/01/44 (b)

    3,800,000        4,113,348   

Consolidated Edison Co. of New York, Inc.
3.950%, 03/01/43 (b)

    3,070,000        2,988,062   

5.850%, 04/01/18

    855,000        897,981   

Dominion Resources, Inc.
6.400%, 06/15/18

    1,750,000        1,857,187   

DTE Electric Co.
3.700%, 03/15/45 (b)

    4,000,000        3,842,720   

Duke Energy Carolinas LLC
5.300%, 02/15/40 (b)

    2,000,000        2,362,800   

Duke Energy Corp.
3.050%, 08/15/22 (b)

    4,000,000        4,022,720   

Exelon Corp.
5.625%, 06/15/35 (b)

    1,500,000        1,665,375   

Florida Power & Light Co.
5.950%, 02/01/38

    1,700,000        2,144,397   

Georgia Power Co.
5.700%, 06/01/17

    1,400,000        1,425,393   

Northern States Power Co.
6.250%, 06/01/36

    2,200,000        2,850,826   

Ohio Power Co.
5.375%, 10/01/21

    1,640,000        1,828,698   

Oncor Electric Delivery Co. LLC
7.000%, 05/01/32

    950,000        1,289,473   

Pacific Gas & Electric Co.
5.400%, 01/15/40

    3,320,000        3,885,894   

PacifiCorp
2.950%, 02/01/22

    2,800,000        2,839,480   

PPL Capital Funding, Inc.
3.400%, 06/01/23

    4,000,000        4,017,120   

PSEG Power LLC
8.625%, 04/15/31 (b)

    1,000,000        1,218,440   
   

 

 

 
      43,249,914   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Electrical Components & Equipment—0.1%  

Emerson Electric Co.
4.875%, 10/15/19

    1,800,000      $ 1,941,426   
   

 

 

 
Electronics—0.1%  

Koninklijke Philips NV
5.750%, 03/11/18

    900,000        945,279   

Tyco Electronics Group S.A.
6.550%, 10/01/17

    1,600,000        1,659,600   
   

 

 

 
      2,604,879   
   

 

 

 
Environmental Control—0.1%  

Waste Management, Inc.
7.000%, 07/15/28

    1,265,000        1,617,201   
   

 

 

 
Food—0.6%  

General Mills, Inc.
5.650%, 02/15/19

    1,700,000        1,825,936   

Kraft Heinz Foods Co.
3.000%, 06/01/26

    3,300,000        3,095,697   

Kroger Co. (The)
3.300%, 01/15/21

    3,900,000        3,997,929   

Mondelez International, Inc.
5.375%, 02/10/20

    1,800,000        1,949,652   

Sysco Corp.
2.600%, 06/12/22

    2,400,000        2,357,304   

Unilever Capital Corp.
5.900%, 11/15/32

    1,500,000        1,948,590   
   

 

 

 
      15,175,108   
   

 

 

 
Forest Products & Paper—0.1%  

Georgia-Pacific LLC
8.000%, 01/15/24 (b)

    1,800,000        2,288,988   
   

 

 

 
Gas—0.2%  

Nisource Finance Corp.
4.800%, 02/15/44 (b)

    4,000,000        4,191,040   

Sempra Energy
6.150%, 06/15/18

    900,000        950,571   
   

 

 

 
      5,141,611   
   

 

 

 
Healthcare-Products—0.6%  

Abbott Laboratories
4.750%, 11/30/36

    3,000,000        3,050,490   

5.125%, 04/01/19

    1,073,000        1,142,198   

Becton Dickinson & Co.
4.685%, 12/15/44 (b)

    3,500,000        3,621,065   

Medtronic, Inc.
4.000%, 04/01/43

    3,900,000        3,783,975   

Thermo Fisher Scientific, Inc.
4.150%, 02/01/24

    3,445,000        3,577,701   
   

 

 

 
      15,175,429   
   

 

 

 
Healthcare-Services—0.5%  

Aetna, Inc.
2.750%, 11/15/22

    3,000,000        2,950,050   
Healthcare-Services—(Continued)  

Anthem, Inc.
5.850%, 01/15/36

    1,800,000      2,030,922   

Cigna Corp.
5.375%, 02/15/42

    3,000,000        3,334,290   

Laboratory Corp. of America Holdings
4.625%, 11/15/20 (b)

    1,900,000        2,021,657   

UnitedHealth Group, Inc.
3.750%, 07/15/25 (b)

    3,600,000        3,734,568   
   

 

 

 
      14,071,487   
   

 

 

 
Household Products/Wares—0.0%  

Kimberly-Clark Corp.
6.125%, 08/01/17

    500,000        514,424   
   

 

 

 
Insurance—1.0%  

Aflac, Inc.
3.625%, 06/15/23

    2,975,000        3,070,973   

Allstate Corp. (The)
6.900%, 05/15/38

    150,000        200,054   

7.450%, 05/16/19 (b)

    1,700,000        1,897,795   

American International Group, Inc.
3.300%, 03/01/21

    3,000,000        3,069,510   

5.850%, 01/16/18

    1,800,000        1,875,780   

AXA S.A.
8.600%, 12/15/30

    1,165,000        1,603,832   

Berkshire Hathaway, Inc.
3.125%, 03/15/26 (b)

    2,900,000        2,879,236   

Chubb Corp. (The)
6.000%, 05/11/37

    865,000        1,076,432   

Chubb INA Holdings, Inc.
3.350%, 05/15/24

    4,000,000        4,070,520   

Hartford Financial Services Group, Inc. (The)
6.100%, 10/01/41

    780,000        910,158   

Marsh & McLennan Cos., Inc.
3.750%, 03/14/26 (b)

    4,000,000        4,086,680   

Prudential Financial, Inc.
5.700%, 12/14/36

    1,525,000        1,767,399   
   

 

 

 
      26,508,369   
   

 

 

 
Internet—0.1%  

Amazon.com, Inc.
3.800%, 12/05/24 (b)

    3,800,000        3,985,364   
   

 

 

 
Iron/Steel—0.0%  

Vale Overseas, Ltd.
6.875%, 11/21/36

    1,100,000        1,086,250   
   

 

 

 
Machinery-Construction & Mining—0.1%  

Caterpillar, Inc.
7.900%, 12/15/18

    1,757,000        1,960,636   
   

 

 

 
Machinery-Diversified—0.1%  

Deere & Co.
2.600%, 06/08/22

    1,950,000        1,936,896   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Media—1.0%  

21st Century Fox America, Inc.
6.550%, 03/15/33 (b)

    1,950,000      $ 2,359,520   

Comcast Corp.
4.650%, 07/15/42

    3,670,000        3,866,088   

5.650%, 06/15/35

    1,500,000        1,784,175   

6.950%, 08/15/37

    3,400,000        4,649,568   

Discovery Communications LLC
6.350%, 06/01/40

    1,800,000        1,919,466   

Historic TW, Inc.
6.875%, 06/15/18

    1,800,000        1,928,754   

Thomson Reuters Corp.
6.500%, 07/15/18 (b)

    800,000        853,256   

Time Warner Cable LLC
5.000%, 02/01/20 (b)

    1,900,000        2,011,625   

6.550%, 05/01/37 (b)

    100,000        113,250   

Time Warner Entertainment Co. L.P.
8.375%, 03/15/23

    380,000        473,575   

Time Warner, Inc.
6.100%, 07/15/40

    925,000        1,060,244   

7.700%, 05/01/32

    685,000        933,813   

Viacom, Inc.
4.375%, 03/15/43

    3,500,000        2,793,385   

Walt Disney Co. (The)
2.750%, 08/16/21

    1,930,000        1,964,605   
   

 

 

 
      26,711,324   
   

 

 

 
Mining—0.3%  

Barrick North America Finance LLC
4.400%, 05/30/21

    3,125,000        3,297,875   

Newmont Mining Corp.
6.250%, 10/01/39

    1,800,000        1,982,916   

Rio Tinto Alcan, Inc.
6.125%, 12/15/33

    1,751,000        1,897,349   
   

 

 

 
      7,178,140   
   

 

 

 
Miscellaneous Manufacturing—0.4%  

General Electric Co.
3.375%, 03/11/24 (b)

    2,900,000        2,980,823   

5.250%, 12/06/17

    1,800,000        1,865,448   

5.300%, 02/11/21 (b)

    1,915,000        2,120,269   

6.750%, 03/15/32

    1,250,000        1,670,975   

7.500%, 08/21/35 (b)

    100,000        133,991   

Ingersoll-Rand Luxembourg Finance S.A.
2.625%, 05/01/20

    1,200,000        1,197,228   
   

 

 

 
      9,968,734   
   

 

 

 
Multi-National—1.5%  

Asian Development Bank
1.625%, 08/26/20

    4,000,000        3,969,600   

European Bank for Reconstruction & Development
1.000%, 06/15/18

    3,564,000        3,547,071   

European Investment Bank
1.625%, 06/15/17

    1,975,000        1,979,957   

2.500%, 10/15/24

    3,800,000        3,784,382   

4.000%, 02/16/21

    1,700,000        1,824,899   
Multi-National—(Continued)  

European Investment Bank
4.875%, 02/15/36

    3,700,000      4,601,505   

5.125%, 05/30/17

    1,750,000        1,778,663   

Inter-American Development Bank
2.125%, 01/15/25

    3,900,000        3,782,064   

2.375%, 08/15/17

    2,000,000        2,014,228   

6.800%, 10/15/25

    500,000        632,696   

7.000%, 06/15/25

    200,000        261,564   

International Bank for Reconstruction & Development
2.125%, 03/03/25

    3,000,000        2,897,520   

7.625%, 01/19/23 (b)

    2,970,000        3,848,556   

8.875%, 03/01/26

    535,000        785,976   

International Finance Corp.
1.750%, 09/04/18

    2,975,000        2,994,427   
   

 

 

 
      38,703,108   
   

 

 

 
Office/Business Equipment—0.1%  

Xerox Corp.
6.350%, 05/15/18 (b)

    2,550,000        2,679,489   
   

 

 

 
Oil & Gas—1.6%  

Apache Finance Canada Corp.
7.750%, 12/15/29

    300,000        387,120   

BP Capital Markets plc
3.245%, 05/06/22

    3,900,000        3,974,802   

Canadian Natural Resources, Ltd.
6.250%, 03/15/38

    1,800,000        2,052,846   

Chevron Corp.
3.191%, 06/24/23 (b)

    3,025,000        3,094,212   

ConocoPhillips Canada Funding Co. I
5.950%, 10/15/36

    1,550,000        1,814,895   

ConocoPhillips Holding Co.
6.950%, 04/15/29 (b)

    700,000        880,348   

Hess Corp.
8.125%, 02/15/19

    1,630,000        1,809,300   

Marathon Oil Corp.
6.600%, 10/01/37 (b)

    2,000,000        2,170,000   

Noble Energy, Inc.
3.900%, 11/15/24

    4,200,000        4,235,196   

Petroleos Mexicanos
6.625%, 06/15/35 (b)

    3,400,000        3,368,448   

Shell International Finance B.V.
1.875%, 05/10/21 (b)

    5,000,000        4,884,550   

4.300%, 09/22/19

    1,000,000        1,060,340   

4.375%, 05/11/45

    1,900,000        1,926,068   

Statoil ASA
3.250%, 11/10/24 (b)

    3,100,000        3,138,533   

6.700%, 01/15/18

    300,000        315,174   

Suncor Energy, Inc.
6.100%, 06/01/18

    2,500,000        2,644,175   

Total Capital International S.A.
2.700%, 01/25/23

    3,000,000        2,970,690   

XTO Energy, Inc.
6.500%, 12/15/18

    1,600,000        1,748,400   
   

 

 

 
      42,475,097   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-13


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Oil & Gas Services—0.1%  

Halliburton Co.
3.500%, 08/01/23

    4,000,000      $ 4,063,360   
   

 

 

 
Pharmaceuticals—1.3%  

AbbVie, Inc.
4.400%, 11/06/42

    3,200,000        3,025,248   

Actavis Funding SCS
2.350%, 03/12/18

    3,900,000        3,922,269   

AstraZeneca plc
4.000%, 09/18/42 (b)

    1,200,000        1,141,248   

Express Scripts Holding Co.
4.500%, 02/25/26 (b)

    2,700,000        2,781,108   

6.125%, 11/15/41

    313,000        359,540   

GlaxoSmithKline Capital, Inc.
6.375%, 05/15/38

    2,100,000        2,775,780   

Johnson & Johnson
5.950%, 08/15/37

    910,000        1,198,133   

6.950%, 09/01/29

    250,000        339,943   

Merck & Co., Inc.
2.400%, 09/15/22 (b)

    4,000,000        3,947,600   

6.550%, 09/15/37

    1,000,000        1,347,140   

Merck Sharp & Dohme Corp.
5.950%, 12/01/28

    300,000        368,781   

Novartis Capital Corp.
4.400%, 04/24/20 (b)

    900,000        963,279   

Sanofi
4.000%, 03/29/21

    2,775,000        2,947,161   

Shire Acquisitions Investments Ireland DAC
3.200%, 09/23/26

    3,000,000        2,803,050   

Teva Pharmaceutical Finance Netherlands B.V.
2.800%, 07/21/23 (b)

    3,000,000        2,823,660   

Wyeth LLC
5.950%, 04/01/37 (b)

    3,300,000        4,153,677   
   

 

 

 
      34,897,617   
   

 

 

 
Pipelines—0.9%  

El Paso Natural Gas Co. LLC
8.375%, 06/15/32

    220,000        272,261   

Enbridge Energy Partners L.P.
5.875%, 10/15/25 (b)

    3,000,000        3,367,260   

Energy Transfer Partners L.P.
4.650%, 06/01/21

    1,950,000        2,050,406   

5.150%, 03/15/45

    2,600,000        2,490,826   

Enterprise Products Operating LLC
3.950%, 02/15/27 (b)

    3,800,000        3,884,854   

Kinder Morgan Energy Partners L.P.
6.500%, 02/01/37

    2,000,000        2,178,420   

Plains All American Pipeline L.P. / PAA Finance Corp.
6.500%, 05/01/18 (b)

    2,485,000        2,629,627   

Tennessee Gas Pipeline Co. LLC

   

7.000%, 10/15/28

    1,050,000        1,224,741   

7.625%, 04/01/37

    640,000        774,541   

TransCanada PipeLines, Ltd.
6.200%, 10/15/37

    1,800,000        2,224,386   
Pipelines—(Continued)  

Williams Partners L.P.
5.250%, 03/15/20

    3,575,000      3,827,145   
   

 

 

 
      24,924,467   
   

 

 

 
Real Estate Investment Trusts—0.5%            

AvalonBay Communities, Inc.
6.100%, 03/15/20

    860,000        954,712   

Boston Properties L.P.
3.850%, 02/01/23

    2,950,000        3,025,077   

ERP Operating L.P.
5.750%, 06/15/17

    900,000        917,634   

HCP, Inc.
5.375%, 02/01/21

    2,591,000        2,821,780   

Kimco Realty Corp.
6.875%, 10/01/19

    550,000        615,676   

Simon Property Group L.P.
3.300%, 01/15/26 (b)

    3,800,000        3,773,438   
   

 

 

 
      12,108,317   
   

 

 

 
Retail—1.1%            

Costco Wholesale Corp.
5.500%, 03/15/17

    465,000        469,294   

CVS Health Corp.
2.250%, 12/05/18

    3,930,000        3,963,287   

Home Depot, Inc. (The)
2.000%, 04/01/21

    3,000,000        2,974,410   

4.400%, 04/01/21 (b)

    1,450,000        1,568,740   

Lowe’s Cos., Inc.
6.875%, 02/15/28

    1,000,000        1,291,490   

Macy’s Retail Holdings, Inc.
4.300%, 02/15/43

    4,600,000        3,795,184   

McDonald’s Corp.
3.700%, 01/30/26 (b)

    6,000,000        6,103,021   

5.350%, 03/01/18

    885,000        922,321   

Target Corp.
6.350%, 11/01/32

    708,000        896,016   

Wal-Mart Stores, Inc.
2.550%, 04/11/23

    4,000,000        3,960,760   

5.250%, 09/01/35

    935,000        1,122,122   

5.625%, 04/15/41

    1,900,000        2,352,618   

Walgreen Co.
5.250%, 01/15/19

    225,000        237,852   
   

 

 

 
      29,657,115   
   

 

 

 
Semiconductors—0.2%            

Intel Corp.
2.700%, 12/15/22

    2,000,000        2,005,680   

QUALCOMM, Inc.
3.450%, 05/20/25 (b)

    4,000,000        4,070,440   
   

 

 

 
      6,076,120   
   

 

 

 
Software—1.0%            

Adobe Systems, Inc.
4.750%, 02/01/20

    2,200,000        2,361,040   

 

See accompanying notes to financial statements.

 

MSF-14


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Software—(Continued)            

Fidelity National Information Services, Inc.
2.850%, 10/15/18

    4,000,000      $ 4,067,440   

Microsoft Corp.
2.000%, 11/03/20

    3,000,000        3,002,370   

3.125%, 11/03/25 (b)

    5,100,000        5,153,856   

4.200%, 06/01/19

    2,700,000        2,866,212   

Oracle Corp.
2.375%, 01/15/19

    3,885,000        3,940,595   

4.125%, 05/15/45

    4,200,000        4,092,018   
   

 

 

 
      25,483,531   
   

 

 

 
Telecommunications—1.6%  

America Movil S.A.B. de C.V.
5.625%, 11/15/17 (b)

    2,700,000        2,787,799   

AT&T Mobility LLC
7.125%, 12/15/31

    100,000        124,959   

AT&T, Inc.
2.450%, 06/30/20

    4,100,000        4,068,020   

5.000%, 03/01/21

    2,600,000        2,795,130   

5.500%, 02/01/18

    3,500,000        3,637,655   

5.800%, 02/15/19

    1,700,000        1,824,967   

6.300%, 01/15/38

    1,300,000        1,482,325   

British Telecommunications plc
9.125%, 12/15/30

    1,000,000        1,520,100   

Cisco Systems, Inc.
5.500%, 01/15/40

    2,000,000        2,444,060   

Deutsche Telekom International Finance B.V.
8.750%, 06/15/30

    1,000,000        1,458,750   

Orange S.A.
5.500%, 02/06/44 (b)

    2,400,000        2,763,840   

Rogers Communications, Inc.
6.800%, 08/15/18

    800,000        862,184   

Telefonica Emisiones S.A.U.
6.221%, 07/03/17

    1,400,000        1,431,419   

Verizon Communications, Inc.
4.600%, 04/01/21

    2,400,000        2,574,648   

5.150%, 09/15/23

    3,510,000        3,874,584   

6.100%, 04/15/18 (b)

    1,600,000        1,690,944   

6.550%, 09/15/43

    3,304,000        4,129,570   

Verizon New York, Inc.
7.375%, 04/01/32

    500,000        591,686   

Vodafone Group plc
6.150%, 02/27/37

    2,170,000        2,442,899   
   

 

 

 
      42,505,539   
   

 

 

 
Transportation—0.4%  

Burlington Northern Santa Fe LLC
4.150%, 04/01/45

    3,900,000        3,964,974   

CSX Corp.
6.150%, 05/01/37

    1,600,000        1,948,640   

7.900%, 05/01/17

    500,000        510,596   

FedEx Corp.
8.000%, 01/15/19

    675,000        754,373   

Norfolk Southern Corp.
3.000%, 04/01/22

    1,911,000        1,929,804   
Transportation—(Continued)  

Norfolk Southern Corp.
5.590%, 05/17/25

    28,000      31,736   

Union Pacific Corp.
6.625%, 02/01/29

    1,200,000        1,565,520   

United Parcel Service, Inc.
5.125%, 04/01/19 (b)

    760,000        815,670   
   

 

 

 
      11,521,313   
   

 

 

 

Total Corporate Bonds & Notes
(Cost $728,911,235)

      732,971,618   
   

 

 

 
Foreign Government—2.1%   
Banks—0.6%  

KFW
0.875%, 04/19/18

    3,500,000        3,480,820   

1.500%, 02/06/19

    5,000,000        4,997,550   

1.625%, 03/15/21 (b)

    3,500,000        3,433,815   

Landwirtschaftliche Rentenbank
2.000%, 01/13/25

    3,500,000        3,351,005   
   

 

 

 
      15,263,190   
   

 

 

 
Electric—0.1%  

Hydro-Quebec
8.400%, 01/15/22

    1,000,000        1,250,160   
   

 

 

 
Provincial—0.3%  

Province of British Columbia Canada
2.000%, 10/23/22

    1,970,000        1,928,000   

Province of Nova Scotia Canada
9.250%, 03/01/20

    250,000        302,145   

Province of Ontario Canada
2.450%, 06/29/22 (b)

    4,000,000        3,997,920   

4.400%, 04/14/20

    2,100,000        2,258,214   

Province of Quebec Canada
7.500%, 07/15/23

    350,000        441,588   
   

 

 

 
      8,927,867   
   

 

 

 
Sovereign—1.1%  

Canada Government International Bonds
1.625%, 02/27/19

    4,000,000        4,019,440   

Colombia Government International Bonds
8.125%, 05/21/24 (b)

    1,500,000        1,876,245   

Japan Bank for International Cooperation
1.750%, 05/28/20

    5,000,000        4,916,400   

Mexico Government International Bonds
5.750%, 10/12/10 (b)

    4,100,000        3,816,485   

6.750%, 09/27/34 (b)

    1,050,000        1,252,881   

8.000%, 09/24/22

    2,200,000        2,687,828   

Panama Government International Bonds
5.200%, 01/30/20

    1,370,000        1,473,038   

Peruvian Government International Bonds
8.750%, 11/21/33 (b)

    1,450,000        2,133,153   

Philippine Government International Bonds
5.000%, 01/13/37

    1,740,000        1,970,237   

 

See accompanying notes to financial statements.

 

MSF-15


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Schedule of Investments as of December 31, 2016

Foreign Government—(Continued)

 

Security Description   Principal
Amount*
    Value  
Sovereign—(Continued)  

Republic of Korea
7.125%, 04/16/19

    4,900,000      $ 5,486,432   
   

 

 

 
      29,632,139   
   

 

 

 

Total Foreign Government
(Cost $55,362,836)

      55,073,356   
   

 

 

 
Mortgage-Backed Securities—1.2%   
Commercial Mortgage-Backed Securities—1.2%  

Commercial Mortgage Pass-Through Certificates Mortgage Trust
3.902%, 07/10/50

    1,835,000        1,906,308   

Commercial Mortgage Trust
3.838%, 09/10/47

    3,800,000        3,939,726   

5.812%, 12/10/49 (a)

    1,853,163        1,868,145   

GS Mortgage Securities Corp. II
3.382%, 05/10/50

    1,835,000        1,864,764   

GS Mortgage Securities Trust
3.135%, 06/10/46

    2,935,000        2,982,136   

3.377%, 05/10/45

    2,750,000        2,862,173   

4.243%, 08/10/46

    966,000        1,039,030   

JPMBB Commercial Mortgage Securities Trust
3.598%, 11/15/48

    3,900,000        3,993,483   

JPMorgan Chase Commercial Mortgage Securities Trust
5.420%, 01/15/49

    610,095        610,253   

5.440%, 06/12/47

    102,606        102,535   

Morgan Stanley Bank of America Merrill Lynch Trust
3.544%, 01/15/49

    3,850,000        3,921,456   

3.732%, 05/15/48

    3,750,000        3,889,538   

Morgan Stanley Capital Trust
5.809%, 12/12/49

    1,829,618        1,856,538   

5.902%, 06/11/49 (a)

    928,005        942,649   

WF-RBS Commercial Mortgage Trust
3.488%, 06/15/46

    1,054,000        1,073,467   
   

 

 

 

Total Mortgage-Backed Securities
(Cost $33,270,227)

      32,852,201   
   

 

 

 
Municipals—0.7%   

Los Angeles Community College District, Build America Bonds
6.750%, 08/01/49

    2,210,000        3,181,825   

Los Angeles, Unified School District, Build America Bonds
6.758%, 07/01/34

    2,160,000        2,898,720   

Municipal Electric Authority of Georgia, Build America Bonds
6.637%, 04/01/57

    2,000,000        2,480,420   

New Jersey State Turnpike Authority, Build America Bonds
7.414%, 01/01/40

    3,500,000        5,054,665   

Oregon School Boards Association, Build America Bonds
5.680%, 06/30/28

    1,900,000      2,243,330   

State of California General Obligation Unlimited, Build America Bonds
7.300%, 10/01/39

    2,000,000        2,830,560   

State of Illinois, Build America Bonds
5.100%, 06/01/33

    1,230,000        1,087,099   
   

 

 

 

Total Municipals
(Cost $17,308,091)

      19,776,619   
   

 

 

 
Asset-Backed Securities—0.4%   
Asset-Backed - Automobile—0.1%  

Capital Auto Receivables Asset Trust
1.610%, 06/20/19

    830,000        831,694   

1.940%, 01/21/20

    2,000,000        2,009,451   

Nissan Auto Receivables Owner Trust
0.750%, 07/15/19

    332,373        332,173   

Volkswagen Auto Loan Enhanced Trust
0.950%, 04/22/19

    870,396        868,284   
   

 

 

 
      4,041,602   
   

 

 

 
Asset-Backed - Credit Card—0.3%  

Capital One Multi-Asset Execution Trust
5.750%, 07/15/20

    1,960,000        2,022,606   

Citibank Credit Card Issuance Trust
2.880%, 01/23/23

    4,924,000        5,048,272   
   

 

 

 
      7,070,878   
   

 

 

 
Asset-Backed - Home Equity—0.0%  

Centex Home Equity Loan Trust
4.250%, 12/25/31

    52,522        52,524   
   

 

 

 

Total Asset-Backed Securities
(Cost $11,236,561)

      11,165,004   
   

 

 

 
Short-Term Investments—0.8%   
Discount Notes—0.4%  

Federal Home Loan Bank
0.338%, 01/06/17 (c)

    6,400,000        6,399,795   

0.466%, 01/23/17 (c)

    2,000,000        1,999,578   

0.482%, 01/20/17 (c)

    800,000        799,857   

0.488%, 01/27/17 (c)

    1,600,000        1,599,595   
   

 

 

 
      10,798,825   
   

 

 

 
U.S. Treasury—0.4%  

U.S. Treasury Bills
0.183%, 01/05/17 (c)

    4,400,000        4,399,912   

0.363%, 01/12/17 (c)

    6,700,000        6,699,330   
   

 

 

 
      11,099,242   
   

 

 

 

Total Short-Term Investments
(Cost $21,897,360)

      21,898,067   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-16


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (d)—9.3%

 

Security Description   Principal
Amount*
    Value  
Certificates of Deposit—4.7%  

Banco Del Estado De Chile New York
1.154%, 06/21/17 (e)

    4,000,000      $ 3,999,180   

Bank of Montreal London

   

Zero Coupon, 01/12/17

    4,996,816        4,999,086   

Bank of Nova Scotia Houston
1.201%, 11/03/17 (e)

    4,000,000        4,003,385   

Bank of Tokyo UFJ, Ltd., New York
1.121%, 02/28/17 (e)

    1,300,000        1,300,026   

Barclays New York
0.894%, 02/10/17 (e)

    3,500,000        3,501,132   

Chiba Bank, Ltd., New York
0.920%, 02/03/17

    1,000,000        1,000,111   

0.950%, 02/02/17

    5,000,000        5,000,690   

Cooperative Rabobank UA New York
1.278%, 10/13/17 (e)

    500,000        500,113   

Credit Agricole Corporate and Investment Bank
1.274%, 04/12/17 (e)

    1,500,000        1,501,183   

Credit Industriel et Commercial
1.245%, 04/05/17 (e)

    300,000        300,162   

Credit Suisse AG New York
1.335%, 04/03/17 (e)

    300,000        300,066   

1.364%, 04/11/17 (e)

    1,500,000        1,500,327   

1.364%, 05/12/17 (e)

    5,000,000        5,000,520   

DG Bank New York
0.940%, 01/12/17

    750,000        750,040   

0.950%, 01/03/17

    250,000        250,002   

DNB NOR Bank ASA
1.130%, 07/28/17 (e)

    2,800,000        2,799,510   

DZ Bank AG New York
1.010%, 02/27/17

    6,000,000        6,001,734   

ING Bank NV
1.265%, 04/18/17 (e)

    1,600,000        1,602,933   

KBC Bank NV
1.000%, 01/04/17

    250,000        250,000   

1.050%, 01/17/17

    1,000,000        1,000,120   

KBC Brussells
1.050%, 01/27/17

    6,675,000        6,676,268   

Landesbank Baden-Wuerttemberg
Zero Coupon, 01/09/17

    9,991,918        9,998,800   

Landesbank Hessen-Thüringen London
Zero Coupon, 01/24/17

    1,795,870        1,799,226   

Mitsubishi UFJ Trust and Banking Corp.
1.364%, 04/11/17 (e)

    1,000,000        1,000,473   

Mizuho Bank, Ltd., New York
1.395%, 04/11/17 (e)

    1,000,000        1,000,301   

1.436%, 04/18/17 (e)

    1,400,000        1,400,440   

National Australia Bank London
1.034%, 05/02/17 (e)

    3,500,000        3,503,304   

1.182%, 11/09/17 (e)

    3,500,000        3,491,320   

National Bank of Canada
0.650%, 01/06/17

    12,000,000        12,000,480   

Rabobank London
1.281%, 10/13/17 (e)

    500,000        501,199   

Royal Bank of Canada New York
1.145%, 04/04/17 (e)

    500,000        499,872   

1.281%, 10/13/17 (e)

    500,000        500,388   
Certificates of Deposit—(Continued)  

Standard Chartered Bank New York
1.150%, 03/21/17

    10,000,000      10,001,690   

Sumitomo Bank New York
1.212%, 06/05/17 (e)

    4,000,000        3,999,920   

1.215%, 05/05/17 (e)

    500,000        500,833   

1.336%, 06/19/17 (e)

    3,000,000        2,999,772   

Sumitomo Mitsui Banking Corp. London
Zero Coupon, 02/06/17

    997,312        999,280   

Sumitomo Mitsui Banking Corp. New York
1.352%, 04/07/17 (e)

    500,000        500,255   

1.395%, 04/12/17 (e)

    1,000,000        1,001,140   

Sumitomo Mitsui Trust Bank, Ltd., New York
1.194%, 06/02/17 (e)

    4,000,000        3,999,420   

1.351%, 04/26/17 (e)

    3,000,000        3,000,354   

1.364%, 04/10/17 (e)

    1,000,000        1,000,387   

Svenska Handelsbanken New York
1.266%, 05/18/17 (e)

    2,000,000        2,000,348   

UBS, Stamford
1.084%, 05/12/17 (e)

    1,600,000        1,599,878   

Wells Fargo Bank San Francisco N.A.
1.231%, 04/26/17 (e)

    2,100,000        2,100,588   

1.264%, 10/26/17 (e)

    2,100,000        2,101,434   
   

 

 

 
      123,737,690   
   

 

 

 
Commercial Paper—1.7%  

ABN AMRO Funding USA
0.910%, 01/11/17

    498,863        499,845   

Atlantic Asset Securitization LLC
0.990%, 01/12/17

    399,010        399,870   

1.040%, 02/03/17

    498,483        499,564   

Commonwealth Bank Australia
1.236%, 10/23/17 (e)

    2,000,000        2,001,124   

Den Norske ASA
1.206%, 04/27/17 (e)

    4,000,000        4,000,212   

Erste Abwicklungsanstalt
1.014%, 03/10/17 (e)

    4,500,000        4,500,027   

HSBC plc
1.216%, 04/25/17 (e)

    4,000,000        3,999,828   

Kells Funding LLC
1.040%, 01/19/17

    697,533        699,725   

Macquarie Bank, Ltd.
0.930%, 01/19/17

    997,623        999,383   

0.950%, 01/03/17

    498,839        499,946   

1.160%, 03/20/17

    4,985,339        4,987,524   

National Australia Bank, Ltd.
1.288%, 12/06/17 (e)

    2,750,000        2,750,005   

Ridgefield Funding Co. LLC
1.000%, 01/03/17

    498,750        499,971   

Sheffield Receivables Co.
1.050%, 01/06/17

    398,903        399,948   

Starbird Funding Corp.
0.930%, 02/10/17

    748,063        749,281   

1.240%, 06/13/17 (e)

    8,000,000        7,999,352   

Toronto Dominion Holding Corp.
0.600%, 01/05/17

    2,996,900        2,999,664   

 

See accompanying notes to financial statements.

 

MSF-17


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (d)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Commercial Paper—(Continued)  

Versailles Commercial Paper LLC
1.000%, 01/31/17

    3,989,333     $ 3,996,992  

1.050%, 01/17/17

    199,393       199,911  

Victory Receivables Corp.
1.050%, 01/04/17

    249,278       249,982  

Westpac Banking Corp.
1.232%, 10/20/17 (e)

    2,100,000       2,103,667  
   

 

 

 
      45,035,821  
   

 

 

 
Repurchase Agreements—2.7%  

Citigroup Global Markets, Ltd.
Repurchase Agreement dated 12/29/16 at 0.710% to be repurchased at $1,000,099 on 01/03/17, collateralized by $1,008,737 U.S. Treasury and Foreign Obligations with rates ranging from 1.750% - 2.750%, maturity dates ranging from 10/15/19 - 11/15/23, with a value of $1,020,000.

    1,000,000       1,000,000  

Deutsche Bank AG, London
Repurchase Agreement dated 12/30/16 at 0.950% to be repurchased at $600,063 on 01/03/17, collateralized by $612,540 Foreign Obligations with rates ranging from 1.750% - 2.500%, maturity dates ranging from 09/05/19 - 11/20/24, with a value of $612,003.

    600,000       600,000  

Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $18,499,813 on 01/03/17, collateralized by various Common Stock with a value of $20,552,652.

    18,490,000       18,490,000  

Deutsche Bank Securities, Inc.
Repurchase Agreement dated 10/18/16 at 1.110% to be repurchased at $2,008,387 on 03/03/17, collateralized by various Common Stock with a value of $2,200,000.

    2,000,000       2,000,000  

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $4,427,811 on 01/03/17, collateralized by $22,785,221 U.S. Government Agency Obligations with rates ranging from
2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $4,516,137.

    4,427,585       4,427,585  

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/27/16 at 0.580% to be repurchased at $1,100,124 on 01/03/17, collateralized by $1,088,291 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $1,122,568.

    1,100,000       1,100,000  
Repurchase Agreements—(Continued)  

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/15/16 at 0.600% to be repurchased at $22,608,287 on 01/06/17, collateralized by $22,359,426 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $23,063,679.

    22,600,000     22,600,000  

Merrill Lynch, Pierce, Fenner & Smith, Inc.
Repurchase Agreement dated 10/26/16 at 1.160% to be repurchased at $4,121,006 on 04/03/17, collateralized by various Common Stock with a value of $4,510,000.

    4,100,000       4,100,000  

Natixis
Repurchase Agreement dated 12/28/16 at 0.750% to be repurchased at $5,000,833 on 01/05/17, collateralized by $8,025,347 U.S. Government Agency and Treasury Obligations with rates ranging from 0.000% - 4.672%, maturity dates ranging from 01/31/17 - 09/16/58, with a value of $5,100,627.

    5,000,000       5,000,000  

Repurchase Agreement dated 12/27/16 at 0.850% to be repurchased at $10,001,653 on 01/03/17, collateralized by $16,050,693 U.S. Government Agency and Treasury Obligations with rates ranging from 0.000% - 4.672%, maturity dates ranging from 01/31/17 - 09/16/58, with a value of $10,201,254

    10,000,000       10,000,000  

Pershing LLC
Repurchase Agreement dated 12/30/16 at 0.680% to be repurchased at $1,400,106 on 01/03/17, collateralized by $2,054,310 U.S. Government Agency Obligations with rates ranging from 0.625% - 11.018%, maturity dates ranging from 01/17/17 - 08/20/66, with a value of $1,428,000.

    1,400,000       1,400,000  
   

 

 

 
      70,717,585  
   

 

 

 
Time Deposits—0.2%  

OP Corporate Bank plc
1.010%, 01/04/17

    1,500,000       1,500,000  

1.200%, 01/23/17

    2,500,000       2,500,000  

Shinkin Central Bank
1.200%, 01/27/17

    500,000       500,000  

1.220%, 01/26/17

    2,000,000       2,000,000  
   

 

 

 
      6,500,000  
   

 

 

 

Total Securities Lending Reinvestments
(Cost $245,970,571)

      245,991,096  
   

 

 

 

Total Investments—109.1%
(Cost $2,869,877,483) (f)

      2,903,413,923  

Other assets and liabilities (net)—(9.1)%

      (242,493,480
   

 

 

 
Net Assets—100.0%     $ 2,660,920,443  
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-18


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Schedule of Investments as of December 31, 2016

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) Variable or floating rate security. The stated rate represents the rate at December 31, 2016. Maturity date shown for callable securities reflects the earliest possible call date.
(b) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $239,694,405 and the collateral received consisted of cash in the amount of $245,930,811. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(c) The rate shown represents current yield to maturity.
(d) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(e) Variable or floating rate security. The stated rate represents the rate at December 31, 2016.
(f) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $2,902,254,876. The aggregate unrealized appreciation and depreciation of investments were $49,799,467 and $(48,640,420), respectively, resulting in net unrealized appreciation of $1,159,047 for federal income tax purposes.
(ACES)—Alternative Credit Enhancement Securities
(ARM)—Adjustable-Rate Mortgage

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2     Level 3      Total  

Total U.S. Treasury & Government Agencies*

   $ —        $ 1,783,685,962     $ —        $ 1,783,685,962  

Total Corporate Bonds & Notes*

     —          732,971,618       —          732,971,618  

Total Foreign Government*

     —          55,073,356       —          55,073,356  

Total Mortgage-Backed Securities*

     —          32,852,201       —          32,852,201  

Total Municipals

     —          19,776,619       —          19,776,619  

Total Asset-Backed Securities*

     —          11,165,004       —          11,165,004  
Short-Term Investments  

Discount Notes

     —          10,798,825       —          10,798,825  

U.S. Treasury

     —          11,099,242       —          11,099,242  

Total Short-Term Investments

     —          21,898,067       —          21,898,067  

Total Securities Lending Reinvestments*

     —          245,991,096       —          245,991,096  

Total Investments

   $ —        $ 2,903,413,923     $ —        $ 2,903,413,923  
                                    

Collateral for Securities Loaned (Liability)

   $ —        $ (245,930,811   $ —        $ (245,930,811

 

* See Schedule of Investments for additional detailed categorizations.

 

See accompanying notes to financial statements.

 

MSF-19


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

  

Investments at value (a) (b)

   $ 2,903,413,923   

Cash

     105,749   

Receivable for:

  

Investments sold

     23,016,533   

Fund shares sold

     6,961,181   

Interest

     17,853,175   

Prepaid expenses

     7,863   
  

 

 

 

Total Assets

     2,951,358,424   

Liabilities

  

Collateral for securities loaned

     245,930,811   

Payables for:

  

Investments purchased

     41,856,548   

Fund shares redeemed

     1,387,303   

Accrued Expenses:

  

Management fees

     540,541   

Distribution and service fees

     294,966   

Deferred trustees’ fees

     91,656   

Other expenses

     336,156   
  

 

 

 

Total Liabilities

     290,437,981   
  

 

 

 

Net Assets

   $ 2,660,920,443   
  

 

 

 

Net Assets Consist of:

  

Paid in surplus

   $ 2,630,531,378   

Undistributed net investment income

     75,280,892   

Accumulated net realized loss

     (78,428,267

Unrealized appreciation on investments

     33,536,440   
  

 

 

 

Net Assets

   $ 2,660,920,443   
  

 

 

 

Net Assets

  

Class A

   $ 1,299,152,481   

Class B

     974,549,439   

Class E

     61,506,134   

Class G

     325,712,389   

Capital Shares Outstanding*

  

Class A

     119,501,205   

Class B

     91,545,141   

Class E

     5,689,737   

Class G

     30,699,136   

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 10.87   

Class B

     10.65   

Class E

     10.81   

Class G

     10.61   

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $2,869,877,483.
(b) Includes securities loaned at value of $239,694,405.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

  

Interest

   $ 70,387,309   

Securities lending income

     302,527   

Other income (a)

     124,104   
  

 

 

 

Total investment income

     70,813,940   

Expenses

  

Management fees

     6,661,833   

Administration fees

     86,547   

Custodian and accounting fees

     216,322   

Distribution and service fees—Class B

     2,486,439   

Distribution and service fees—Class E

     97,293   

Distribution and service fees—Class G

     980,986   

Audit and tax services

     88,438   

Legal

     33,031   

Trustees’ fees and expenses

     45,248   

Shareholder reporting

     228,007   

Insurance

     16,872   

Miscellaneous

     24,895   
  

 

 

 

Total expenses

     10,965,911   

Less management fee waiver

     (224,710
  

 

 

 

Net expenses

     10,741,201   
  

 

 

 

Net Investment Income

     60,072,739   
  

 

 

 

Net Realized and Unrealized Gain (Loss)

  

Net realized gain on investments

     4,607,161   
  

 

 

 

Net change in unrealized depreciation on investments

     (9,700,851
  

 

 

 

Net realized and unrealized loss

     (5,093,690
  

 

 

 

Net Increase in Net Assets From Operations

   $ 54,979,049   
  

 

 

 

 

(a) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-20


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

    

From Operations

    

Net investment income

   $ 60,072,739      $ 56,527,042   

Net realized gain

     4,607,161        1,373,336   

Net change in unrealized depreciation

     (9,700,851     (55,044,718
  

 

 

   

 

 

 

Increase in net assets from operations

     54,979,049        2,855,660   
  

 

 

   

 

 

 

From Distributions to Shareholders

    

Net investment income

    

Class A

     (35,505,596     (31,869,029

Class B

     (25,827,980     (27,379,615

Class E

     (1,710,890     (2,026,136

Class G

     (8,916,198     (6,508,764
  

 

 

   

 

 

 

Total distributions

     (71,960,664     (67,783,544
  

 

 

   

 

 

 

Increase in net assets from capital share transactions

     202,342,319        235,033,876   
  

 

 

   

 

 

 

Total increase in net assets

     185,360,704        170,105,992   

Net Assets

    

Beginning of period

     2,475,559,739        2,305,453,747   
  

 

 

   

 

 

 

End of period

   $ 2,660,920,443      $ 2,475,559,739   
  

 

 

   

 

 

 

Undistributed net investment income

    

End of period

   $ 75,280,892      $ 71,761,344   
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

  

Sales

     14,977,122      $ 167,041,241        22,094,159      $ 245,862,213   

Reinvestments

     3,198,702        35,505,596        2,931,833        31,869,029   

Redemptions

     (6,472,663     (72,124,890     (7,121,088     (79,138,007
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     11,703,161      $ 130,421,947        17,904,904      $ 198,593,235   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

  

Sales

     6,937,312      $ 75,769,716        6,433,633      $ 70,248,315   

Reinvestments

     2,373,895        25,827,980        2,566,037        27,379,615   

Redemptions

     (8,757,227     (95,246,249     (8,707,427     (94,405,934
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     553,980      $ 6,351,447        292,243      $ 3,221,996   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

  

Sales

     218,707      $ 2,421,191        205,493      $ 2,278,438   

Reinvestments

     154,832        1,710,890        187,258        2,026,136   

Redemptions

     (858,121     (9,490,766     (1,116,025     (12,326,766
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (484,582   $ (5,358,685     (723,274   $ (8,022,192
  

 

 

   

 

 

   

 

 

   

 

 

 

Class G

  

Sales

     15,083,718      $ 163,746,308        7,491,067      $ 81,485,884   

Reinvestments

     821,769        8,916,198        611,726        6,508,764   

Redemptions

     (9,352,634     (101,734,896     (4,315,187     (46,753,811
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     6,552,853      $ 70,927,610        3,787,606      $ 41,240,837   
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase derived from capital shares transactions

     $ 202,342,319        $ 235,033,876   
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-21


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Financial Highlights

 

Selected per share data  
     Class A  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 10.92       $ 11.22       $ 10.93       $ 11.59       $ 11.58   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.27         0.28         0.29         0.29         0.34   

Net realized and unrealized gain (loss) on investments

     (0.01      (0.25      0.33         (0.55      0.10   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.26         0.03         0.62         (0.26      0.44   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.31      (0.33      (0.33      (0.40      (0.43
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (0.31      (0.33      (0.33      (0.40      (0.43
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 10.87       $ 10.92       $ 11.22       $ 10.93       $ 11.59   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     2.35         0.25         5.81         (2.33      3.90   

Ratios/Supplemental Data

              

Gross ratio of expenses to average net assets (%)

     0.28         0.28         0.28         0.28         0.29   

Net ratio of expenses to average net assets (%) (c)

     0.27         0.27         0.28         0.28         0.28   

Ratio of net investment income to average net assets (%)

     2.39         2.48         2.62         2.65         2.92   

Portfolio turnover rate (%)

     16         18         13         18         24   

Net assets, end of period (in millions)

   $ 1,299.2       $ 1,177.2       $ 1,008.2       $ 797.4       $ 637.3   
     Class B  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 10.70       $ 10.99       $ 10.72       $ 11.37       $ 11.37   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.23         0.24         0.26         0.26         0.30   

Net realized and unrealized gain (loss) on investments

     0.01         (0.23      0.32         (0.54      0.10   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.24         0.01         0.58         (0.28      0.40   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.29      (0.30      (0.31      (0.37      (0.40
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (0.29      (0.30      (0.31      (0.37      (0.40
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 10.65       $ 10.70       $ 10.99       $ 10.72       $ 11.37   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     2.14         0.09         5.48         (2.53      3.62   

Ratios/Supplemental Data

              

Gross ratio of expenses to average net assets (%)

     0.53         0.53         0.53         0.53         0.54   

Net ratio of expenses to average net assets (%) (c)

     0.52         0.52         0.53         0.53         0.53   

Ratio of net investment income to average net assets (%)

     2.14         2.23         2.37         2.40         2.67   

Portfolio turnover rate (%)

     16         18         13         18         24   

Net assets, end of period (in millions)

   $ 974.5       $ 973.6       $ 997.1       $ 964.2       $ 934.5   

Please see following page for Financial Highlights footnote legend.

 

See accompanying notes to financial statements.

 

MSF-22


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Financial Highlights

 

Selected per share data  
     Class E  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 10.86       $ 11.15       $ 10.87       $ 11.52       $ 11.52   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.25         0.26         0.27         0.28         0.32   

Net realized and unrealized gain (loss) on investments

     (0.01      (0.24      0.33         (0.55      0.09   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.24         0.02         0.60         (0.27      0.41   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.29      (0.31      (0.32      (0.38      (0.41
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (0.29      (0.31      (0.32      (0.38      (0.41
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 10.81       $ 10.86       $ 11.15       $ 10.87       $ 11.52   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     2.19         0.19         5.58         (2.41      3.68   

Ratios/Supplemental Data

              

Gross ratio of expenses to average net assets (%)

     0.43         0.43         0.43         0.43         0.44   

Net ratio of expenses to average net assets (%) (c)

     0.42         0.42         0.43         0.43         0.43   

Ratio of net investment income to average net assets (%)

     2.24         2.33         2.47         2.50         2.77   

Portfolio turnover rate (%)

     16         18         13         18         24   

Net assets, end of period (in millions)

   $ 61.5       $ 67.0       $ 76.9       $ 82.2       $ 88.1   
     Class G  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 10.67       $ 10.97       $ 10.70       $ 11.35       $ 11.35   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.23         0.24         0.25         0.26         0.30   

Net realized and unrealized gain (loss) on investments

     0.00         (0.25      0.33         (0.54      0.10   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.23         (0.01      0.58         (0.28      0.40   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.29      (0.29      (0.31      (0.37      (0.40
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (0.29      (0.29      (0.31      (0.37      (0.40
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 10.61       $ 10.67       $ 10.97       $ 10.70       $ 11.35   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     2.09         (0.06      5.46         (2.57      3.58   

Ratios/Supplemental Data

              

Gross ratio of expenses to average net assets (%)

     0.58         0.58         0.58         0.58         0.59   

Net ratio of expenses to average net assets (%) (c)

     0.57         0.57         0.58         0.58         0.58   

Ratio of net investment income to average net assets (%)

     2.09         2.18         2.32         2.35         2.62   

Portfolio turnover rate (%)

     16         18         13         18         24   

Net assets, end of period (in millions)

   $ 325.7       $ 257.7       $ 223.3       $ 169.1       $ 157.5   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(c) Includes the effects of management fee waivers (see Note 5 of the Notes to Financial Statements).

 

See accompanying notes to financial statements.

 

MSF-23


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio) (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers four classes of shares: Class A, B, E and G shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Mortgage and asset-backed securities are generally valued on the basis of evaluated or composite bid quotations obtained from pricing services selected by the Adviser pursuant to authorization of and subject to general oversight by the Board. These securities are usually issued as separate tranches, or classes, of securities within each deal. The pricing models for these securities usually consider tranche-level attributes, current market data, estimated cash flows and market-based yield spreads for each tranche and incorporate deal collateral performance, as available. Mortgage and asset-backed securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

 

MSF-24


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Notes to Financial Statements—December 31, 2016—(Continued)

 

Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Futures contracts that are traded on commodity exchanges are valued at their closing prices as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to amortization of debt securities, expired capital loss carryforwards and paydown reclasses. These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

 

MSF-25


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Notes to Financial Statements—December 31, 2016—(Continued)

 

Mortgage-Related and Other Asset-Backed Securities - The Portfolio may invest in mortgage-related or other asset-backed securities. These securities may include mortgage pass-through securities, collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities, CMO residuals, stripped mortgage-backed securities (“SMBS”), and other securities that directly or indirectly represent a participation in, or are secured by or payable from, mortgage loans on real property or other receivables. The value of some mortgage- or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Portfolio to a lower rate of return upon reinvestment of principal. The value of these securities may fluctuate in response to the market’s perception of the creditworthiness of the issuers. Additionally, although mortgages and mortgage-related securities are generally supported by some form of government or private guarantee and/or insurance, there is no assurance that private guarantors or insurers will meet their obligations.

In one type of SMBS, one class receives all of the interest from the mortgage assets (the interest-only or “IO” class), while the other class will receive all of the principal (the principal-only or “PO” class). Because principal will not be received at the maturity of an IO, adjustments are made to the book value of the security until maturity. These adjustments are netted against payments received for the IOs and the net amount is included in interest income on the Statement of Operations of the Portfolio. Payments received for POs are treated as reductions to the cost and par value of the securities. Details of mortgage-related and other asset-backed securities held by the Portfolio are included in the Portfolio’s Schedule of Investments.

The Portfolio may invest a significant portion of its assets in securities of issuers that hold mortgage and asset-backed securities and direct investments in securities backed by commercial and residential mortgage loans and other financial assets. The value and related income of these securities are sensitive to changes in economic conditions, including delinquencies and/or defaults, and may be negatively impacted by increased volatility of market prices and periods of illiquidity.

When-Issued and Delayed-Delivery Securities - The Portfolio may purchase securities on a when-issued or delayed-delivery basis. Settlement of such transactions normally occurs within a month or more after the purchase commitment is made. The Portfolio may purchase securities under such conditions only with the intention of actually acquiring them, but may enter into a separate agreement to sell the securities before the settlement date. Since the value of securities purchased may fluctuate prior to settlement, the Portfolio may be required to pay more at settlement than the security is worth. In addition, the purchaser is not entitled to any of the interest earned prior to settlement.

Upon making a commitment to purchase a security on a when-issued or delayed-delivery basis, the Portfolio will hold liquid assets in a segregated account with the Portfolio’s custodian, or set aside liquid assets in the Portfolio’s records, worth at least the equivalent of the amount due. The liquid assets will be monitored on a daily basis and adjusted as necessary to maintain the necessary value.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $ 70,717,585. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

 

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial

 

MSF-26


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Notes to Financial Statements—December 31, 2016—(Continued)

 

paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

The following table provides a breakdown of transactions accounted for as secured borrowings, the gross obligations by the type of collateral pledged, and the remaining contractual maturities of those transactions, which are accounted for as secured borrowings.

 

     Remaining Contractual Maturity of the Agreements
As of December 31, 2016
 
      Overnight and
Continuous
    Up to
30 Days
     31 - 90
Days
     Greater than
90 days
     Total  
Securities Lending Transactions  

Corporate Bonds & Notes

   $ (85,864,954   $      $      $      $ (85,864,954

Foreign Government

     (12,060,285                          (12,060,285

U.S. Treasury & Government Agencies

     (148,005,572                          (148,005,572

Total

   $ (245,930,811   $      $      $      $ (245,930,811

Total Borrowings

   $ (245,930,811   $      $      $      $ (245,930,811

Gross amount of recognized liabilities for securities lending transactions

 

   $ (245,930,811
             

 

 

 

3. Certain Risks

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

 

MSF-27


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Notes to Financial Statements—December 31, 2016—(Continued)

 

4. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$466,823,753    $ 176,421,130      $ 355,509,903      $ 77,626,084  

5. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the annual rate of 0.250% of average daily net assets. Fees earned by MetLife Advisers with respect to the Portfolio for the year ended December 31, 2016 were $6,661,833.

MetLife Advisers has entered into an investment subadvisory agreement with MetLife Investment Advisors, LLC (“MIA”) with respect to managing the Portfolio. For providing subadvisory services to the Portfolio, MetLife Advisers has agreed to pay MIA an investment subadvisory fee for each class of the Portfolio as follows:

 

% per annum    Average Daily Net Assets
0.040%    On the first $500 million
0.030%    Of the next $500 million
0.015%    On amounts over $1 billion

Fees earned by MIA with respect to the Portfolio for the year ended December 31, 2016 were $599,710.

Management Fee Waivers - Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum

   Average Daily Net Assets
0.005%    Over $500 million and under $1 billion
0.010%    Of the next $1 billion
0.015%    On amounts over $2 billion

An identical expense agreement was in place for the period May 1, 2015 to April 30, 2016. Amounts waived for the year ended December 31, 2016 are shown as management fee waivers in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B, E, and G Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B, E, and G Shares. Under the Distribution and Service Plan, the Class B, E, and G Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B, E, and G Shares of the Portfolio. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares, 0.15% per year for Class E Shares, and 0.30% per year for Class G Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

 

MSF-28


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Notes to Financial Statements—December 31, 2016—(Continued)

 

6. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

7. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital
Gain
     Total  

2016

   2015      2016      2015      2016      2015  
$71,960,664    $ 67,783,544      $      $      $ 71,960,664      $ 67,783,544  

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Loss Carryforwards     Other
Accumulated
Capital Losses
    Total  
$75,372,548    $      $ 1,159,047      $ (9,934,932   $ (36,115,942   $ 30,480,721  

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

During the year ended December 31, 2016, $6,670,752 of capital loss carryforwards expired.

As of December 31, 2016, the Portfolio had post-enactment short-term accumulated capital losses of $6,088,888, post-enactment long-term accumulated capital losses of $30,027,054, and the pre-enactment accumulated capital loss carryforwards and expiration dates were as follows:

 

Expiring
12/31/17

$9,934,932

8. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-29


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Barclays Aggregate Bond Index Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Barclays Aggregate Bond Index Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Barclays Aggregate Bond Index Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-30


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-31


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and
MSF) to
present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-32


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST) to
present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF) to
present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF) to
present
   Vice President, MetLife, Inc. (2013- present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST) to
present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-33


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-34


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee

 

MSF-35


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

* * *

MetLife Aggregate Bond Index Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and MetLife Investment Advisors, LLC regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe and its Lipper Index for the one-year and three-year periods ended June 30, 2016. The Board further considered that the Portfolio underperformed the median of its Performance Universe and its Lipper Index for the five-year period ended June 30, 2016. The Board further considered that the Portfolio underperformed its benchmark, the Barclays U.S. Aggregate Bond Index, for the one-, three-, and five-year periods ended October 31, 2016.

The Board also considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b-1 fees) were below the Expense Group median, the Expense Universe median, and the Sub-advised Expense Universe median. The Board noted that the Portfolio’s contractual management fees were below the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also noted that the Portfolio’s contractual sub-advisory fees were below the averages of the Sub-advised Expense Group and Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-36


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

 

MSF-37


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-38


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-39


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreements (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and MetLife Investment Advisors, LLC (“MLIA”), an affiliate of the Adviser, for the MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio), MetLife Stock Index Portfolio, MetLife Mid Cap Stock Index Portfolio, Russell 2000® Index Portfolio and MSCI EAFE® Index Portfolio, each a series of MSF, and for MetLife Multi-Index Targeted Risk Portfolio, a series of MIST (the “MLIA Sub-Advised Portfolios”), each of which is sub-advised by MLIA. At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”) for each of the MLIA Sub-Advised Portfolios, and recommended that the shareholders of the Trusts approve the New Sub-Advisory Agreements. Information about the Board’s considerations and process is set forth below.

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

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

1. The Independent Trustees of the Board solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

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

3. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the MLIA Sub-Advised Portfolios to continue receiving sub-advisory services from MLIA following the change in control of the Adviser.

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

5. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Sub-Advisory Agreements.

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

7. The Board considered that, if shareholders approve the New Sub-Advisory Agreements, the Board, the Adviser, and MLIA will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of MLIA to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the MLIA Sub-Advised Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

 

MSF-40


Metropolitan Series Fund

MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio)

Board of Trustees’ Consideration of New Sub-Advisory Agreements—(Continued)

 

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

In the event that approval of the New Sub-Advisory Agreements by shareholders of the MLIA Sub-Advised Portfolios has not been obtained before the termination of the Current Sub-Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim sub-advisory agreement with MLIA (the “Interim Sub-Advisory Agreement”) on behalf of each MLIA Sub-Advised Portfolio that will go into effect upon the termination of the Current Sub-Advisory Agreements. The Board’s determination to approve each Interim Sub-Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Sub-Advisory Agreements so as to ensure continuity of sub-advisory services from MLIA to the MLIA Sub-Advised Portfolios following the termination of the Current Sub-Advisory Agreements.

 

MSF-41


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Managed by MetLife Investment Advisors, LLC

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, E, and G shares of the MetLife Mid Cap Stock Index Portfolio returned 20.43%, 20.14%, 20.26%, and 20.08%, respectively. The Portfolio’s benchmark, the Standard & Poor’s (“S&P”) MidCap 400 Index1, returned 20.74%.

MARKET ENVIRONMENT / CONDITIONS

Global equity markets were mixed in the first half of 2016 on uncertainty about a global economic slowdown, potential Federal Reserve Bank (the “Fed”) interest rate hikes, the U.S. Presidential election, and Brexit. However, equity indexes rallied in the second half of the year on easy monetary policies and strong macroeconomic data. Equity markets also benefited from central bank intervention and improving commodity prices. The People’s Bank of China cut reserve requirement ratios, the European Central Bank cut rates further and the Fed lowered the expected number of rate increases for 2016. On June 23, United Kingdom voters chose to “Leave” the European Union and on the day after the unexpected vote outcome, the price of gold had its largest single day increase since 2008, the British pound fell to its lowest level in 30 years, and equity markets around the world fell as much as 8%. However, global equity markets remained resilient and continued to trend higher as concerns about the referendum abated and volatility declined. U.S. equity markets reached new all-time highs in December, following Donald Trump’s surprise victory and optimism surrounding the incoming U.S. administration’s agenda. Equity markets also benefited from better than expected macroeconomic data, including U.S. durable goods orders, U.S. consumer sentiment and U.S. home sales. Factors that weighed on the equity markets included the Fed’s decision in December to raise interest rates, diplomatic tensions between the U.S. and other major world powers and terrorism concerns.

During the year, the Federal Open Market Committee (the “Committee”) met eight times and maintained the target range for the Federal Funds Rate at 0.25% to 0.50% through November. In December, the Committee raised the target range for the Federal Funds Rate to 0.50% to 0.75%. The Committee stated that the labor market had continued to strengthen and that economic activity had been expanding at a moderate pace since mid-year. The Committee also stated that job gains have been solid in recent months and that the unemployment rate had declined.

Ten of the eleven sectors comprising the S&P MidCap 400 Index experienced positive returns for the year. Financials (27.1% beginning weight in the benchmark), up 30.6%, was the best performing sector and had the largest positive impact on the benchmark return. Industrials (15.1% beginning weight), up 28.7%, and Information Technology (16.7% beginning weight), up 21.4%, were the next best-performing sectors. Real Estate (11.8% beginning weight), down 3.0%, was the worst-performing sector. Please note, the Real Estate sector was created on August 31, 2016, by moving Real Estate companies and Real Estate Investment Trusts out of the Financials sector.

The stocks with the largest positive impact on the benchmark return for the year were Advanced Micro Devices, up 295.1%; Steel Dynamics, up 103.4%; and Idexx Laboratories, up 60.8%. The stocks with the largest negative impact were Tenet Healthcare, down 53.0%; Jones Lang Lasalle, down 36.4%; and Alaska Air Group, down 18.2%.

PORTFOLIO REVIEW / PERIOD END POSITIONING

The Portfolio is managed utilizing a full replication strategy versus the S&P MidCap 400 Index. This strategy seeks to replicate the performance of the Index by owning all of the components of the Index at their respective Index capitalization weights. The Portfolio is periodically rebalanced for compositional changes in the S&P MidCap 400 Index. Factors that impact tracking error include transaction costs, cash drag, securities lending, NAV rounding, contributions and withdrawals.

Stacey Lituchy

Norman Hu

Mirsad Usejnoski

Portfolio Managers

MetLife Investment Advisors, LLC

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-1


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE S&P MIDCAP 400 INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year        Since Inception2  
MetLife Mid Cap Stock Index Portfolio                      

Class A

       20.43           15.05           8.94             

Class B

       20.14           14.77           8.67             

Class E

       20.26           14.88           8.78             

Class G

       20.08           14.72                     16.71   
S&P MidCap 400 Index        20.74           15.33           9.16             

1 The Standard & Poor’s (S&P) MidCap 400 Index is an unmanaged index measuring the performance of the mid-size company segment of the U.S. market. The Index consists of 400 domestic stocks chosen for market size, liquidity, and industry group representation.

2 Inception dates of the Class A, Class B, Class E and Class G shares are 7/5/00, 1/2/01, 5/1/01 and 4/28/09, respectively.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 
SPDR S&P MidCap 400 ETF Trust      2.5   
IDEXX Laboratories, Inc.      0.6   
WhiteWave Foods Co. (The)      0.6   
Duke Realty Corp.      0.6   
Alleghany Corp.      0.5   
Ingredion, Inc.      0.5   
SVB Financial Group      0.5   
CDK Global, Inc.      0.5   
Synopsys, Inc.      0.5   
Everest Re Group, Ltd.      0.5   

Top Sectors

 

     % of
Net Assets
 
Financials      18.8   
Information Technology      16.8   
Industrials      14.1   
Consumer Discretionary      10.7   
Real Estate      10.0   
Health Care      7.2   
Materials      7.0   
Utilities      5.1   
Consumer Staples      4.1   
Energy      3.8   

 

MSF-2


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

MetLife Mid Cap Stock Index Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.29    $ 1,000.00         $ 1,117.10         $ 1.54   
   Hypothetical*      0.29    $ 1,000.00         $ 1,023.68         $ 1.48   

Class B(a)

   Actual      0.54    $ 1,000.00         $ 1,116.20         $ 2.87   
   Hypothetical*      0.54    $ 1,000.00         $ 1,022.42         $ 2.75   

Class E(a)

   Actual      0.44    $ 1,000.00         $ 1,116.10         $ 2.34   
   Hypothetical*      0.44    $ 1,000.00         $ 1,022.93         $ 2.24   

Class G(a)

   Actual      0.59    $ 1,000.00         $ 1,115.70         $ 3.14   
   Hypothetical*      0.59    $ 1,000.00         $ 1,022.17         $ 3.00   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 6 of the Notes to Financial Statements.

 

MSF-3


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—95.1% of Net Assets

 

Security Description   Shares     Value  
Aerospace & Defense—2.0%  

BE Aerospace, Inc.

    64,083      $ 3,857,156   

Curtiss-Wright Corp.

    27,897        2,743,949   

Esterline Technologies Corp. (a) (b)

    18,654        1,663,937   

Huntington Ingalls Industries, Inc.

    29,244        5,386,452   

KLX, Inc. (a)

    33,231        1,499,050   

Orbital ATK, Inc.

    36,933        3,240,132   

Teledyne Technologies, Inc. (a) (b)

    22,038        2,710,674   

Triumph Group, Inc. (b)

    31,252        828,178   
   

 

 

 
      21,929,528   
   

 

 

 
Airlines—0.4%  

JetBlue Airways Corp. (a)

    204,185        4,577,828   
   

 

 

 
Auto Components—0.5%  

Dana, Inc.

    90,712        1,721,714   

Gentex Corp.

    180,708        3,558,140   
   

 

 

 
      5,279,854   
   

 

 

 
Automobiles—0.3%  

Thor Industries, Inc.

    30,182        3,019,709   
   

 

 

 
Banks—6.9%  

Associated Banc-Corp.

    93,393        2,306,807   

BancorpSouth, Inc. (b)

    53,752        1,668,999   

Bank of Hawaii Corp. (b)

    26,928        2,388,244   

Bank of the Ozarks, Inc.

    57,308        3,013,828   

Cathay General Bancorp (b)

    46,772        1,778,739   

Chemical Financial Corp.

    44,495        2,410,294   

Commerce Bancshares, Inc. (b)

    55,012        3,180,244   

Cullen/Frost Bankers, Inc. (b)

    35,342        3,118,225   

East West Bancorp, Inc. (b)

    90,925        4,621,718   

First Horizon National Corp. (b)

    147,106        2,943,591   

FNB Corp.

    131,618        2,109,836   

Fulton Financial Corp. (b)

    109,286        2,054,577   

Hancock Holding Co. (b)

    52,396        2,258,267   

International Bancshares Corp.

    36,612        1,493,770   

MB Financial, Inc.

    44,807        2,116,235   

PacWest Bancorp

    75,863        4,129,982   

PrivateBancorp, Inc. (b)

    50,256        2,723,373   

Prosperity Bancshares, Inc. (b)

    43,825        3,145,758   

Signature Bank (a)

    33,859        5,085,622   

SVB Financial Group (a) (b)

    32,853        5,639,546   

Synovus Financial Corp.

    77,136        3,168,747   

TCF Financial Corp.

    107,853        2,112,840   

Trustmark Corp. (b)

    42,653        1,520,579   

UMB Financial Corp.

    27,509        2,121,494   

Umpqua Holdings Corp. (b)

    138,890        2,608,354   

Valley National Bancorp (b)

    160,537        1,868,651   

Webster Financial Corp. (b)

    57,853        3,140,261   
   

 

 

 
      74,728,581   
   

 

 

 
Beverages—0.1%  

Boston Beer Co., Inc. (The) - Class A (a)

    5,700        968,145   
   

 

 

 
Biotechnology—0.4%  

United Therapeutics Corp. (a)

    26,752        3,837,039   
   

 

 

 
Building Products—0.8%  

A.O. Smith Corp.

    93,157      4,410,984   

Lennox International, Inc. (b)

    24,436        3,742,862   
   

 

 

 
      8,153,846   
   

 

 

 
Capital Markets—3.5%  

CBOE Holdings, Inc.

    51,268        3,788,193   

Eaton Vance Corp. (b)

    71,539        2,996,053   

FactSet Research Systems, Inc. (b)

    25,188        4,116,475   

Federated Investors, Inc. - Class B (b)

    58,664        1,659,018   

Janus Capital Group, Inc.

    89,839        1,192,164   

Legg Mason, Inc. (b)

    56,699        1,695,867   

MarketAxess Holdings, Inc.

    23,703        3,482,445   

MSCI, Inc.

    59,366        4,676,853   

Raymond James Financial, Inc.

    79,694        5,520,403   

SEI Investments Co.

    84,768        4,184,148   

Stifel Financial Corp. (a)

    41,788        2,087,311   

Waddell & Reed Financial, Inc. - Class A (b)

    52,230        1,019,007   

WisdomTree Investments, Inc. (b)

    72,262        804,999   
   

 

 

 
      37,222,936   
   

 

 

 
Chemicals—2.7%  

Ashland Global Holdings, Inc.

    39,215        4,285,807   

Cabot Corp.

    39,315        1,986,980   

Minerals Technologies, Inc.

    22,034        1,702,127   

NewMarket Corp. (b)

    5,830        2,470,987   

Olin Corp. (b)

    104,240        2,669,586   

PolyOne Corp.

    52,841        1,693,026   

RPM International, Inc.

    84,124        4,528,395   

Scotts Miracle-Gro Co. (The) - Class A (b)

    28,044        2,679,604   

Sensient Technologies Corp. (b)

    28,094        2,207,627   

Valspar Corp. (The)

    46,046        4,770,826   
   

 

 

 
      28,994,965   
   

 

 

 
Commercial Services & Supplies—1.3%  

Clean Harbors, Inc. (a) (b)

    32,941        1,833,167   

Copart, Inc. (a) (b)

    64,322        3,564,082   

Deluxe Corp.

    30,651        2,194,918   

Herman Miller, Inc. (b)

    37,830        1,293,786   

HNI Corp. (b)

    28,090        1,570,793   

MSA Safety, Inc. (b)

    19,679        1,364,345   

Rollins, Inc. (b)

    60,452        2,042,068   
   

 

 

 
      13,863,159   
   

 

 

 
Communications Equipment—1.5%  

ARRIS International plc (a)

    120,263        3,623,524   

Brocade Communications Systems, Inc.

    253,753        3,169,375   

Ciena Corp. (a)

    87,885        2,145,273   

InterDigital, Inc. (b)

    21,623        1,975,261   

NetScout Systems, Inc. (a) (b)

    57,756        1,819,314   

Plantronics, Inc.

    20,997        1,149,796   

ViaSat, Inc. (a) (b)

    32,487        2,151,289   
   

 

 

 
      16,033,832   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-4


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Construction & Engineering—1.2%  

AECOM (a)

    97,098      $ 3,530,483   

Dycom Industries, Inc. (a) (b)

    19,846        1,593,436   

EMCOR Group, Inc.

    38,251        2,706,641   

Granite Construction, Inc.

    24,979        1,373,845   

KBR, Inc.

    89,983        1,501,816   

Valmont Industries, Inc. (b)

    14,198        2,000,498   
   

 

 

 
      12,706,719   
   

 

 

 
Construction Materials—0.3%  

Eagle Materials, Inc.

    30,414        2,996,691   
   

 

 

 
Consumer Finance—0.3%  

SLM Corp. (a)

    270,118        2,976,700   
   

 

 

 
Containers & Packaging—1.7%  

AptarGroup, Inc. (b)

    39,541        2,904,287   

Bemis Co., Inc.

    59,105        2,826,401   

Greif, Inc. - Class A (b)

    16,261        834,352   

Owens-Illinois, Inc. (a)

    102,301        1,781,060   

Packaging Corp. of America

    58,900        4,995,898   

Silgan Holdings, Inc.

    23,602        1,207,950   

Sonoco Products Co. (b)

    62,977        3,318,888   
   

 

 

 
      17,868,836   
   

 

 

 
Distributors—0.3%  

Pool Corp.

    26,074        2,720,561   
   

 

 

 
Diversified Consumer Services—0.7%  

DeVry Education Group, Inc.

    35,942        1,121,391   

Graham Holdings Co. - Class B

    2,933        1,501,549   

Service Corp. International

    120,145        3,412,118   

Sotheby’s (a) (b)

    29,064        1,158,491   
   

 

 

 
      7,193,549   
   

 

 

 
Electric Utilities—1.8%  

Great Plains Energy, Inc. (b)

    135,791        3,713,884   

Hawaiian Electric Industries, Inc.

    68,448        2,263,575   

IDACORP, Inc. (b)

    31,790        2,560,684   

OGE Energy Corp. (b)

    125,957        4,213,262   

PNM Resources, Inc. (b)

    50,239        1,723,198   

Westar Energy, Inc.

    89,428        5,039,268   
   

 

 

 
      19,513,871   
   

 

 

 
Electrical Equipment—0.7%  

EnerSys

    27,392        2,139,315   

Hubbell, Inc.

    32,471        3,789,366   

Regal-Beloit Corp.

    28,232        1,955,066   
   

 

 

 
      7,883,747   
   

 

 

 
Electronic Equipment, Instruments & Components—3.9%  

Arrow Electronics, Inc. (a)

    56,504        4,028,735   

Avnet, Inc.

    80,499        3,832,558   

Belden, Inc.

    26,581        1,987,461   

Cognex Corp.

    54,031        3,437,452   

IPG Photonics Corp. (a)

    23,447        2,314,453   
Electronic Equipment, Instruments & Components—(Continued)  

Jabil Circuit, Inc. (b)

    117,049      2,770,550   

Keysight Technologies, Inc. (a)

    107,183        3,919,682   

Knowles Corp. (a)

    55,961        935,108   

Littelfuse, Inc. (b)

    14,212        2,156,955   

National Instruments Corp.

    66,675        2,054,924   

SYNNEX Corp.

    18,315        2,216,481   

Tech Data Corp. (a) (b)

    22,215        1,881,166   

Trimble, Inc. (a)

    158,049        4,765,177   

VeriFone Systems, Inc. (a) (b)

    69,991        1,240,941   

Vishay Intertechnology, Inc. (b)

    84,422        1,367,637   

Zebra Technologies Corp. - Class A (a)

    33,296        2,855,465   
   

 

 

 
      41,764,745   
   

 

 

 
Energy Equipment & Services—1.5%  

Diamond Offshore Drilling, Inc. (a) (b)

    40,662        719,717   

Dril-Quip, Inc. (a) (b)

    23,703        1,423,365   

Ensco plc - Class A

    191,186        1,858,328   

Nabors Industries, Ltd.

    178,764        2,931,730   

Noble Corp. plc (b)

    153,412        908,199   

Oceaneering International, Inc.

    61,851        1,744,817   

Oil States International, Inc. (a)

    32,403        1,263,717   

Patterson-UTI Energy, Inc.

    93,416        2,514,759   

Rowan Cos. plc - Class A (a) (b)

    79,117        1,494,520   

Superior Energy Services, Inc. (b)

    95,705        1,615,500   
   

 

 

 
      16,474,652   
   

 

 

 
Equity Real Estate Investment Trusts—9.6%  

Alexandria Real Estate Equities, Inc.

    50,088        5,566,279   

American Campus Communities, Inc.

    83,318        4,146,737   

Camden Property Trust (b)

    55,176        4,638,646   

Care Capital Properties, Inc. (b)

    52,955        1,323,875   

Communications Sales & Leasing, Inc. (b)

    88,434        2,247,108   

CoreCivic, Inc.

    74,142        1,813,513   

Corporate Office Properties Trust

    59,768        1,865,957   

Cousins Properties, Inc. (b)

    215,860        1,836,969   

DCT Industrial Trust, Inc.

    57,412        2,748,887   

Douglas Emmett, Inc. (b)

    90,792        3,319,356   

Duke Realty Corp.

    223,713        5,941,817   

Education Realty Trust, Inc. (b)

    46,072        1,948,846   

EPR Properties (b)

    40,132        2,880,274   

Equity One, Inc.

    58,587        1,798,035   

First Industrial Realty Trust, Inc. (b)

    73,742        2,068,463   

Healthcare Realty Trust, Inc.

    73,087        2,215,998   

Highwoods Properties, Inc.

    63,207        3,224,189   

Hospitality Properties Trust

    103,608        3,288,518   

Kilroy Realty Corp.

    58,158        4,258,329   

Lamar Advertising Co. - Class A (b)

    52,168        3,507,776   

LaSalle Hotel Properties

    71,326        2,173,303   

Liberty Property Trust (b)

    92,712        3,662,124   

Life Storage, Inc.

    29,266        2,495,219   

Mack-Cali Realty Corp.

    56,568        1,641,603   

Medical Properties Trust, Inc. (b)

    201,987        2,484,440   

National Retail Properties, Inc.

    92,794        4,101,495   

Omega Healthcare Investors, Inc.

    123,081        3,847,512   

Potlatch Corp.

    25,556        1,064,407   

Quality Care Properties, Inc. (a) (b)

    59,031        914,980   

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Equity Real Estate Investment Trusts—(Continued)  

Rayonier, Inc.

    77,281      $ 2,055,675   

Regency Centers Corp.

    65,906        4,544,219   

Senior Housing Properties Trust

    149,825        2,836,187   

Tanger Factory Outlet Centers, Inc.

    60,592        2,167,982   

Taubman Centers, Inc.

    38,115        2,817,842   

Urban Edge Properties (b)

    57,877        1,592,196   

Washington Prime Group, Inc.

    116,953        1,217,481   

Weingarten Realty Investors

    74,311        2,659,591   
   

 

 

 
      102,915,828   
   

 

 

 
Food & Staples Retailing—0.6%  

Casey’s General Stores, Inc. (b)

    24,712        2,937,763   

Sprouts Farmers Market, Inc. (a)

    84,383        1,596,526   

United Natural Foods, Inc. (a) (b)

    31,853        1,520,025   
   

 

 

 
      6,054,314   
   

 

 

 
Food Products—2.9%  

Dean Foods Co.

    57,077        1,243,137   

Flowers Foods, Inc.

    115,243        2,301,403   

Hain Celestial Group, Inc. (The) (a)

    65,247        2,546,590   

Ingredion, Inc.

    45,666        5,706,423   

Lamb Weston Holdings, Inc. (a)

    87,481        3,311,156   

Lancaster Colony Corp.

    12,281        1,736,411   

Post Holdings, Inc. (a)

    40,921        3,289,639   

Snyder’s-Lance, Inc. (b)

    53,979        2,069,555   

Tootsie Roll Industries, Inc. (b)

    10,959        435,620   

TreeHouse Foods, Inc. (a)

    35,782        2,583,103   

WhiteWave Foods Co. (The) (a)

    111,782        6,215,079   
   

 

 

 
      31,438,116   
   

 

 

 
Gas Utilities—2.0%  

Atmos Energy Corp.

    65,573        4,862,238   

National Fuel Gas Co.

    53,713        3,042,304   

New Jersey Resources Corp. (b)

    54,307        1,927,899   

ONE Gas, Inc.

    32,952        2,107,610   

Southwest Gas Corp.

    29,948        2,294,616   

UGI Corp.

    109,105        5,027,558   

WGL Holdings, Inc. (b)

    32,285        2,462,700   
   

 

 

 
      21,724,925   
   

 

 

 
Health Care Equipment & Supplies—3.6%  

ABIOMED, Inc. (a) (b)

    25,446        2,867,255   

Align Technology, Inc. (a)

    47,246        4,541,758   

Globus Medical, Inc. - Class A (a) (b)

    45,366        1,125,531   

Halyard Health, Inc. (a) (b)

    29,438        1,088,617   

Hill-Rom Holdings, Inc.

    37,717        2,117,432   

IDEXX Laboratories, Inc. (a)

    56,550        6,631,619   

LivaNova plc (a) (b)

    27,595        1,240,947   

NuVasive, Inc. (a) (b)

    31,756        2,139,084   

ResMed, Inc. (b)

    88,910        5,516,866   

STERIS plc

    53,737        3,621,336   

Teleflex, Inc.

    27,785        4,477,553   

West Pharmaceutical Services, Inc.

    46,159        3,915,668   
   

 

 

 
      39,283,666   
   

 

 

 
Health Care Providers & Services—1.7%  

HealthSouth Corp. (b)

    56,636      2,335,669   

LifePoint Health, Inc. (a) (b)

    25,327        1,438,574   

MEDNAX, Inc. (a)

    58,421        3,894,344   

Molina Healthcare, Inc. (a) (b)

    26,879        1,458,454   

Owens & Minor, Inc. (b)

    38,795        1,369,076   

Tenet Healthcare Corp. (a) (b)

    50,274        746,066   

VCA, Inc. (a)

    51,176        3,513,232   

WellCare Health Plans, Inc. (a)

    27,935        3,829,330   
   

 

 

 
      18,584,745   
   

 

 

 
Health Care Technology—0.1%  

Allscripts Healthcare Solutions, Inc. (a) (b)

    116,740        1,191,915   
   

 

 

 
Hotels, Restaurants & Leisure—2.5%  

Brinker International, Inc. (b)

    31,319        1,551,230   

Buffalo Wild Wings, Inc. (a) (b)

    11,481        1,772,666   

Cheesecake Factory, Inc. (The) (b)

    27,821        1,665,921   

Churchill Downs, Inc. (b)

    7,857        1,182,086   

Cracker Barrel Old Country Store, Inc. (b)

    15,162        2,531,751   

Domino’s Pizza, Inc.

    30,325        4,828,953   

Dunkin’ Brands Group, Inc. (b)

    57,856        3,033,969   

International Speedway Corp. - Class A

    16,316        600,429   

Jack in the Box, Inc.

    20,395        2,276,898   

Panera Bread Co. - Class A (a) (b)

    13,771        2,824,294   

Papa John’s International, Inc. (b)

    16,752        1,433,636   

Texas Roadhouse, Inc.

    40,475        1,952,514   

Wendy’s Co. (The) (b)

    126,448        1,709,577   
   

 

 

 
      27,363,924   
   

 

 

 
Household Durables—1.4%  

CalAtlantic Group, Inc. (b)

    46,107        1,568,099   

Helen of Troy, Ltd. (a)

    17,581        1,484,715   

KB Home

    52,469        829,535   

NVR, Inc. (a)

    2,224        3,711,856   

Tempur Sealy International, Inc. (a) (b)

    31,771        2,169,324   

Toll Brothers, Inc. (a)

    94,125        2,917,875   

TRI Pointe Group, Inc. (a) (b)

    91,870        1,054,668   

Tupperware Brands Corp. (b)

    31,890        1,678,052   
   

 

 

 
      15,414,124   
   

 

 

 
Household Products—0.2%  

Energizer Holdings, Inc.

    38,939        1,737,069   
   

 

 

 
Industrial Conglomerates—0.4%  

Carlisle Cos., Inc.

    40,682        4,486,818   
   

 

 

 
Insurance—4.9%  

Alleghany Corp. (a)

    9,726        5,914,575   

American Financial Group, Inc.

    46,012        4,054,577   

Aspen Insurance Holdings, Ltd.

    37,980        2,088,900   

Brown & Brown, Inc.

    72,515        3,253,023   

CNO Financial Group, Inc.

    109,461        2,096,178   

Endurance Specialty Holdings, Ltd.

    40,507        3,742,847   

Everest Re Group, Ltd.

    25,780        5,578,792   

First American Financial Corp.

    69,266        2,537,214   

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Insurance—(Continued)  

Genworth Financial, Inc. - Class A (a)

    314,333      $ 1,197,609   

Hanover Insurance Group, Inc. (The)

    26,833        2,442,071   

Kemper Corp. (b)

    30,670        1,358,681   

Mercury General Corp. (b)

    23,008        1,385,312   

Old Republic International Corp.

    154,033        2,926,627   

Primerica, Inc. (b)

    28,888        1,997,605   

Reinsurance Group of America, Inc.

    40,499        5,095,989   

RenaissanceRe Holdings, Ltd.

    25,958        3,535,999   

W.R. Berkley Corp. (b)

    61,242        4,073,205   
   

 

 

 
      53,279,204   
   

 

 

 
Internet & Direct Marketing Retail—0.1%  

HSN, Inc. (b)

    20,079        688,710   
   

 

 

 
Internet Software & Services—0.4%  

comScore, Inc. (a)

    28,489        899,683   

j2 Global, Inc. (b)

    30,282        2,477,068   

WebMD Health Corp. (a) (b)

    23,329        1,156,418   
   

 

 

 
      4,533,169   
   

 

 

 
IT Services—3.7%  

Acxiom Corp. (a) (b)

    48,860        1,309,448   

Broadridge Financial Solutions, Inc.

    75,105        4,979,462   

Computer Sciences Corp.

    88,815        5,277,387   

Convergys Corp. (b)

    60,152        1,477,333   

CoreLogic, Inc. (a)

    54,473        2,006,241   

DST Systems, Inc.

    20,174        2,161,644   

Gartner, Inc. (a) (c)

    52,104        5,266,151   

Jack Henry & Associates, Inc.

    49,261        4,373,392   

Leidos Holdings, Inc.

    90,096        4,607,509   

MAXIMUS, Inc.

    40,857        2,279,412   

NeuStar, Inc. - Class A (a) (b)

    34,420        1,149,628   

Science Applications International Corp.

    28,272        2,397,466   

WEX, Inc. (a) (b)

    24,259        2,707,304   
   

 

 

 
      39,992,377   
   

 

 

 
Leisure Products—0.7%  

Brunswick Corp.

    56,569        3,085,273   

Polaris Industries, Inc. (b)

    37,580        3,096,216   

Vista Outdoor, Inc. (a)

    37,092        1,368,695   
   

 

 

 
      7,550,184   
   

 

 

 
Life Sciences Tools & Services—0.9%  

Bio-Rad Laboratories, Inc. - Class A (a)

    13,092        2,386,410   

Bio-Techne Corp.

    23,532        2,419,795   

Charles River Laboratories International, Inc. (a)

    29,851        2,274,348   

PAREXEL International Corp. (a)

    33,597        2,207,995   
   

 

 

 
      9,288,548   
   

 

 

 
Machinery—4.7%  

AGCO Corp. (b)

    42,526        2,460,554   

CLARCOR, Inc.

    30,663        2,528,778   

Crane Co.

    31,447        2,267,958   

Donaldson Co., Inc.

    83,291        3,504,885   
Machinery—(Continued)  

Graco, Inc. (b)

    35,121      2,918,204   

IDEX Corp.

    48,088        4,330,805   

ITT, Inc.

    55,629        2,145,610   

Joy Global, Inc.

    61,913        1,733,564   

Kennametal, Inc. (b)

    50,416        1,576,004   

Lincoln Electric Holdings, Inc. (b)

    39,147        3,001,400   

Nordson Corp.

    33,547        3,758,941   

Oshkosh Corp.

    46,967        3,034,538   

Terex Corp.

    66,793        2,105,983   

Timken Co. (The)

    44,171        1,753,589   

Toro Co. (The)

    68,946        3,857,529   

Trinity Industries, Inc. (b)

    96,031        2,665,821   

Wabtec Corp. (b)

    56,180        4,664,064   

Woodward, Inc.

    34,981        2,415,438   
   

 

 

 
      50,723,665   
   

 

 

 
Marine—0.2%  

Kirby Corp. (a) (b)

    33,967        2,258,806   
   

 

 

 
Media—1.3%  

AMC Networks, Inc. - Class A (a)

    37,176        1,945,792   

Cable One, Inc.

    2,955        1,837,212   

Cinemark Holdings, Inc. (b)

    66,693        2,558,343   

John Wiley & Sons, Inc. - Class A

    28,341        1,544,585   

Live Nation Entertainment, Inc. (a)

    83,404        2,218,546   

Meredith Corp. (b)

    23,038        1,362,698   

New York Times Co. (The) - Class A (b)

    76,830        1,021,839   

Time, Inc.

    62,480        1,115,268   
   

 

 

 
      13,604,283   
   

 

 

 
Metals & Mining—2.0%  

Allegheny Technologies, Inc. (b)

    68,702        1,094,423   

Carpenter Technology Corp. (b)

    29,402        1,063,470   

Commercial Metals Co. (b)

    72,876        1,587,239   

Compass Minerals International, Inc. (b)

    21,310        1,669,638   

Reliance Steel & Aluminum Co.

    45,768        3,640,387   

Royal Gold, Inc. (b)

    41,196        2,609,767   

Steel Dynamics, Inc.

    153,782        5,471,564   

United States Steel Corp.

    108,773        3,590,597   

Worthington Industries, Inc.

    27,633        1,310,909   
   

 

 

 
      22,037,994   
   

 

 

 
Multi-Utilities—0.9%  

Black Hills Corp.

    33,522        2,056,240   

MDU Resources Group, Inc. (b)

    123,182        3,543,946   

NorthWestern Corp.

    30,481        1,733,454   

Vectren Corp.

    52,266        2,725,672   
   

 

 

 
      10,059,312   
   

 

 

 
Multiline Retail—0.3%  

Big Lots, Inc. (b)

    28,078        1,409,796   

J.C. Penney Co., Inc. (a) (b)

    194,451        1,615,888   
   

 

 

 
      3,025,684   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Oil, Gas & Consumable Fuels—2.2%  

CONSOL Energy, Inc.

    111,429     $ 2,031,351  

Denbury Resources, Inc. (a) (b)

    251,283       924,722  

Energen Corp. (a)

    61,226       3,530,904  

Gulfport Energy Corp. (a)

    97,417       2,108,104  

HollyFrontier Corp. (b)

    110,884       3,632,560  

QEP Resources, Inc. (a)

    151,096       2,781,677  

SM Energy Co.

    60,782       2,095,763  

Western Refining, Inc.

    49,924       1,889,623  

World Fuel Services Corp. (b)

    44,442       2,040,332  

WPX Energy, Inc. (a)

    217,260       3,165,478  
   

 

 

 
      24,200,514  
   

 

 

 
Paper & Forest Products—0.3%  

Domtar Corp. (b)

    39,473       1,540,631  

Louisiana-Pacific Corp. (a)

    89,704       1,698,097  
   

 

 

 
      3,238,728  
   

 

 

 
Personal Products—0.4%  

Avon Products, Inc. (a)

    275,952       1,390,798  

Edgewell Personal Care Co. (a) (b)

    36,526       2,666,033  
   

 

 

 
      4,056,831  
   

 

 

 
Pharmaceuticals—0.5%  

Akorn, Inc. (a)

    55,294       1,207,068  

Catalent, Inc. (a)

    78,681       2,121,240  

Prestige Brands Holdings, Inc. (a)

    33,386       1,739,410  
   

 

 

 
      5,067,718  
   

 

 

 
Professional Services—0.6%  

CEB, Inc. (b)

    20,327       1,231,816  

FTI Consulting, Inc. (a) (b)

    26,727       1,204,853  

ManpowerGroup, Inc. (b)

    42,296       3,758,846  
   

 

 

 
      6,195,515  
   

 

 

 
Real Estate Management & Development—0.4%  

Alexander & Baldwin, Inc.

    29,063       1,304,057  

Jones Lang LaSalle, Inc.

    28,514       2,881,054  
   

 

 

 
      4,185,111  
   

 

 

 
Road & Rail—1.1%  

Avis Budget Group, Inc. (a) (b)

    55,434       2,033,319  

Genesee & Wyoming, Inc. - Class A (a)

    38,664       2,683,668  

Landstar System, Inc. (b)

    26,352       2,247,826  

Old Dominion Freight Line, Inc. (a)

    43,677       3,747,050  

Werner Enterprises, Inc. (b)

    28,179       759,424  
   

 

 

 
      11,471,287  
   

 

 

 
Semiconductors & Semiconductor Equipment—2.7%  

Advanced Micro Devices, Inc. (a)

    479,370       5,436,056  

Cirrus Logic, Inc. (a)

    40,184       2,272,003  

Cree, Inc. (a) (b)

    62,885       1,659,535  

Cypress Semiconductor Corp. (b)

    202,576       2,317,469  

Integrated Device Technology, Inc. (a)

    84,542       1,991,810  

Intersil Corp. - Class A

    86,333       1,925,226  
Semiconductors & Semiconductor Equipment—(Continued)  

Microsemi Corp. (a) (b)

    72,312     3,902,679  

Monolithic Power Systems, Inc. (b)

    23,602       1,933,712  

Silicon Laboratories, Inc. (a)

    26,331       1,711,515  

Synaptics, Inc. (a)

    22,012       1,179,403  

Teradyne, Inc. (b)

    126,915       3,223,641  

Versum Materials, Inc. (a)

    68,543       1,924,002  
   

 

 

 
      29,477,051  
   

 

 

 
Software—4.0%  

ACI Worldwide, Inc. (a) (b)

    73,976       1,342,664  

ANSYS, Inc. (a)

    54,577       5,047,827  

Cadence Design Systems, Inc. (a)

    180,837       4,560,709  

CDK Global, Inc.

    94,294       5,628,409  

CommVault Systems, Inc. (a)

    26,567       1,365,544  

Fair Isaac Corp.

    19,515       2,326,578  

Fortinet, Inc. (a)

    92,769       2,794,202  

Manhattan Associates, Inc. (a) (b)

    44,900       2,381,047  

Mentor Graphics Corp. (b)

    69,078       2,548,287  

PTC, Inc. (a)

    72,914       3,373,731  

Synopsys, Inc. (a)

    95,453       5,618,364  

Tyler Technologies, Inc. (a) (b)

    21,023       3,001,454  

Ultimate Software Group, Inc. (The) (a) (b)

    18,291       3,335,364  
   

 

 

 
      43,324,180  
   

 

 

 
Specialty Retail—2.0%  

Aaron’s, Inc. (b)

    40,090       1,282,479  

American Eagle Outfitters, Inc. (b)

    107,832       1,635,811  

Cabela’s, Inc. (a)

    32,394       1,896,669  

Chico’s FAS, Inc.

    81,493       1,172,684  

CST Brands, Inc.

    47,740       2,298,681  

Dick’s Sporting Goods, Inc.

    55,466       2,945,245  

GameStop Corp. - Class A (b)

    64,254       1,623,056  

Murphy USA, Inc. (a) (b)

    22,885       1,406,741  

Office Depot, Inc. (b)

    333,263       1,506,349  

Restoration Hardware Holding (a)

    24,136       740,975  

Sally Beauty Holdings, Inc. (a) (b)

    90,892       2,401,367  

Williams-Sonoma, Inc. (b)

    51,370       2,485,794  
   

 

 

 
      21,395,851  
   

 

 

 
Technology Hardware, Storage & Peripherals—0.5%  

3D Systems Corp. (a) (b)

    67,324       894,736  

Diebold Nixdorf, Inc.

    47,392       1,191,909  

NCR Corp. (a) (b)

    78,272       3,174,712  
   

 

 

 
      5,261,357  
   

 

 

 
Textiles, Apparel & Luxury Goods—0.7%  

Carter’s, Inc.

    31,139       2,690,098  

Deckers Outdoor Corp. (a)

    20,237       1,120,927  

Fossil Group, Inc. (a) (b)

    26,411       682,989  

Kate Spade & Co. (a)

    80,815       1,508,816  

Skechers USA, Inc. - Class A (a)

    84,094       2,067,031  
   

 

 

 
      8,069,861  
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares/
Principal
Amount*
    Value  
Thrifts & Mortgage Finance—0.6%  

New York Community Bancorp, Inc.

    307,198      $ 4,887,520   

Washington Federal, Inc. (b)

    56,186        1,929,989   
   

 

 

 
      6,817,509   
   

 

 

 
Trading Companies & Distributors—0.7%  

GATX Corp. (b)

    25,166        1,549,722   

MSC Industrial Direct Co., Inc. - Class A

    28,162        2,601,887   

NOW, Inc. (a) (b)

    67,786        1,387,579   

Watsco, Inc.

    16,271        2,410,061   
   

 

 

 
      7,949,249   
   

 

 

 
Water Utilities—0.3%  

Aqua America, Inc. (b)

    111,863        3,360,365   
   

 

 

 
Wireless Telecommunication Services—0.2%  

Telephone & Data Systems, Inc.

    58,956        1,702,060   
   

 

 

 

Total Common Stocks
(Cost $738,834,060)

      1,023,720,060   
   

 

 

 
Mutual Fund—2.5%   
Investment Company Security—2.5%  

SPDR S&P MidCap 400 ETF Trust
(Cost $25,768,420)

    91,300        27,547,949   
   

 

 

 
Short-Term Investments—2.2%   
Discount Notes—0.5%  

Federal Home Loan Bank

   

0.385%, 01/25/17 (d)

    975,000        974,774   

0.447%, 03/24/17 (d)

    3,000,000        2,996,532   

0.558%, 03/17/17 (d)

    1,150,000        1,148,788   
   

 

 

 
      5,120,094   
   

 

 

 
U.S. Treasury—1.7%  

U.S. Treasury Bills
0.210%, 01/05/17 (d)

    1,425,000        1,424,971   

0.321%, 01/26/17 (d)

    10,350,000        10,347,216   

0.418%, 02/16/17 (d)

    6,775,000        6,771,355   
   

 

 

 
      18,543,542   
   

 

 

 

Total Short-Term Investments
(Cost $23,664,314)

      23,663,636   
   

 

 

 
Securities Lending Reinvestments(e)—20.9%   
Certificates of Deposit—9.3%  

Banco Del Estado De Chile New York
1.154%, 06/21/17 (f)

    1,000,000        999,795   

Barclays New York
0.894%, 02/10/17 (f)

    4,500,000        4,501,455   
Certificates of Deposit—(Continued)  

Chiba Bank, Ltd., New York
0.870%, 01/10/17

    1,500,000      1,500,035   

0.950%, 02/02/17

    1,000,000        1,000,138   

Cooperative Rabobank UA New York
1.278%, 10/13/17 (f)

    1,500,000        1,500,337   

Credit Agricole Corporate and Investment Bank
1.274%, 04/12/17 (f)

    3,000,000        3,002,367   

Credit Industriel et Commercial
1.245%, 04/05/17 (f)

    1,500,000        1,500,810   

Credit Suisse AG New York
1.335%, 04/03/17 (f)

    1,500,000        1,500,329   

1.364%, 04/11/17 (f)

    2,000,000        2,000,436   

1.364%, 05/12/17 (f)

    2,000,000        2,000,208   

DG Bank New York
0.940%, 01/12/17

    3,000,000        3,000,159   

0.950%, 01/03/17

    1,000,000        1,000,007   

DNB NOR Bank ASA
1.130%, 07/28/17 (f)

    2,500,000        2,499,562   

DZ Bank London
0.990%, 03/01/17

    3,500,000        3,500,735   

ING Bank NV
1.265%, 04/18/17 (f)

    4,000,000        4,007,333   

KBC Bank NV
1.000%, 01/04/17

    1,000,000        1,000,000   

1.050%, 01/17/17

    2,500,000        2,500,300   

KBC Brussells
1.050%, 01/27/17

    4,900,000        4,900,931   

Landesbank Hessen-Thüringen London

   

Zero Coupon, 01/24/17

    1,795,870        1,799,226   

Mitsubishi UFJ Trust and Banking Corp.
1.364%, 04/11/17 (f)

    3,000,000        3,001,419   

Mizuho Bank, Ltd., New York
1.395%, 04/11/17 (f)

    3,000,000        3,000,903   

1.436%, 04/18/17 (f)

    3,700,000        3,701,162   

National Australia Bank London
1.034%, 05/02/17 (f)

    4,500,000        4,504,248   

1.182%, 11/09/17 (f)

    2,500,000        2,493,800   

National Bank of Canada
0.650%, 01/06/17

    7,000,000        7,000,280   

Natixis New York
1.262%, 04/07/17 (f)

    3,000,000        3,001,203   

Rabobank London
1.281%, 10/13/17 (f)

    1,500,000        1,503,598   

Royal Bank of Canada New York
1.145%, 04/04/17 (f)

    2,000,000        1,999,486   

Sumitomo Bank New York
1.215%, 05/05/17 (f)

    750,000        751,249   

Sumitomo Mitsui Banking Corp. London
Zero Coupon, 02/06/17

    1,495,968        1,498,920   

Sumitomo Mitsui Banking Corp. New York
1.352%, 04/07/17 (f)

    2,000,000        2,001,020   

1.395%, 04/12/17 (f)

    2,000,000        2,002,281   

Sumitomo Mitsui Trust Bank, Ltd., New York
1.194%, 06/02/17 (f)

    1,000,000        999,855   

1.351%, 04/26/17 (f)

    5,000,000        5,000,590   

1.364%, 04/10/17 (f)

    2,500,000        2,500,967   

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments(e)—(Continued)

 

Security Description  

Principal
Amount*

    Value  
Certificates of Deposit—(Continued)  

Svenska Handelsbanken New York
1.266%, 05/18/17 (f)

    4,000,000      $ 4,000,696   

UBS, Stamford
1.084%, 05/12/17 (f)

    2,100,000        2,099,840   

Wells Fargo Bank San Francisco N.A.
1.231%, 04/26/17 (f)

    2,500,000        2,500,700   

1.264%, 10/26/17 (f)

    2,400,000        2,401,639   
   

 

 

 
      99,678,019   
   

 

 

 
Commercial Paper—4.5%  

ABN AMRO Funding USA
0.910%, 01/11/17

    997,725        999,689   

Atlantic Asset Securitization LLC
0.990%, 01/12/17

    997,525        999,676   

1.040%, 02/03/17

    996,967        999,127   

Barton Capital Corp.
1.160%, 03/28/17

    5,484,050        5,485,722   

Commonwealth Bank Australia
1.236%, 10/23/17 (f)

    3,000,000        3,001,686   

Den Norske ASA
1.206%, 04/27/17 (f)

    2,500,000        2,500,132   

Erste Abwicklungsanstalt
1.014%, 03/10/17 (f)

    3,500,000        3,500,021   

HSBC plc
1.216%, 04/25/17 (f)

    5,700,000        5,699,755   

Kells Funding LLC
1.040%, 01/19/17

    597,885        599,764   

Macquarie Bank, Ltd.
0.930%, 01/19/17

    1,995,247        1,998,766   

0.950%, 01/03/17

    1,995,356        1,999,786   

1.160%, 03/20/17

    1,994,136        1,995,010   

Ridgefield Funding Co. LLC
1.000%, 01/03/17

    1,197,000        1,199,932   

Sheffield Receivables Co.
1.050%, 01/06/17

    997,258        999,870   

Starbird Funding Corp.
0.930%, 02/10/17

    6,483,208        6,493,766   

Toronto Dominion Holding Corp.
0.600%, 01/05/17

    3,995,867        3,999,552   

Versailles Commercial Paper LLC
1.000%, 01/31/17

    997,333        999,248   

1.050%, 01/17/17

    996,967        999,553   

Westpac Banking Corp.
1.232%, 10/20/17 (f)

    3,800,000        3,806,635   
   

 

 

 
      48,277,690   
   

 

 

 
Repurchase Agreements—6.4%  

Citigroup Global Markets, Ltd.
Repurchase Agreement dated 12/29/16 at 0.710% to be repurchased at $3,100,306 on 01/03/17, collateralized by $3,127,084 U.S. Treasury and Foreign Obligations with rates ranging from 1.750% - 2.750%, maturity dates ranging from 10/15/19 - 11/15/23, with a value of $3,162,001.

    3,100,000        3,100,000   
Repurchase Agreements—(Continued)  

Deutsche Bank AG, London
Repurchase Agreement dated 12/30/16 at 0.950% to be repurchased at $1,900,201 on 01/03/17, collateralized by $1,939,710 Foreign Obligations with rates ranging from 1.750% - 2.500%, maturity dates ranging from 09/05/19 - 11/20/24, with a value of $1,938,011.

    1,900,000      1,900,000   

Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $13,305,533 on 01/03/17, collateralized by various Common Stock with a value of $14,783,682.

    13,300,000        13,300,000   

Deutsche Bank Securities, Inc.
Repurchase Agreement dated 10/18/16 at 1.110% to be repurchased at $5,020,967 on 03/03/17, collateralized by various Common Stock with a value of $5,500,000.

    5,000,000        5,000,000   

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $1,709,480 on 01/03/17, collateralized by $8,796,870 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $1,743,581.

    1,709,393        1,709,393   

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/27/16 at 0.580% to be repurchased at $3,600,406 on 01/03/17, collateralized by $3,561,679 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $3,673,860.

    3,600,000        3,600,000   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
Repurchase Agreement dated 10/26/16 at 1.160% to be repurchased at $4,020,493 on 04/03/17, collateralized by various Common Stock with a value of $4,400,000.

    4,000,000        4,000,000   

Natixis
Repurchase Agreement dated 12/30/16 at 0.600% to be repurchased at $4,000,267 on 01/03/17, collateralized by $7,183,057 U.S. Government Agency and Treasury Obligations with rates ranging from 0.996% - 7.000%, maturity dates ranging from 01/15/20 - 12/01/46, with a value of $4,080,272.

    4,000,000        4,000,000   

Repurchase Agreement dated 12/28/16 at 0.750% to be repurchased at $15,002,500 on 01/05/17, collateralized by $24,076,040 U.S. Government Agency and Treasury Obligations with rates ranging from 0.000% - 4.672%, maturity dates ranging from 01/31/17 - 09/16/58, with a value of $15,301,881.

    15,000,000        15,000,000   

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments(e)—(Continued)

 

Security Description  

Principal
Amount*

    Value  
Repurchase Agreements—(Continued)  

Natixis
Repurchase Agreement dated 12/27/16 at 0.850% to be repurchased at $10,001,653 on 01/03/17, collateralized by $16,050,693 U.S. Government Agency and Treasury Obligations with rates ranging from 0.000% - 4.672%, maturity dates ranging from 01/31/17 - 09/16/58, with a value of $10,201,254.

    10,000,000     $ 10,000,000  

Pershing LLC
Repurchase Agreement dated 12/30/16 at 0.680% to be repurchased at $7,000,529 on 01/03/17, collateralized by $10,271,551 U.S. Government Agency Obligations with rates ranging from 0.625% - 11.018%, maturity dates ranging from 01/17/17 - 08/20/66, with a value of $7,140,000.

    7,000,000       7,000,000  
   

 

 

 
      68,609,393  
   

 

 

 
Time Deposits—0.7%  

OP Corporate Bank plc
1.010%, 01/04/17

    2,400,000       2,400,000  

1.200%, 01/23/17

    1,000,000       1,000,000  

Shinkin Central Bank
1.200%, 01/27/17

    800,000       800,000  

1.220%, 01/26/17

    3,200,000       3,200,000  
   

 

 

 
      7,400,000  
   

 

 

 

Total Securities Lending Reinvestments
(Cost $223,927,028)

      223,965,102  
   

 

 

 

Total Investments—120.7%
(Cost $1,012,193,822) (g)

      1,298,896,747  

Other assets and liabilities (net)—(20.7)%

      (223,027,265
   

 

 

 
Net Assets—100.0%     $ 1,075,869,482  
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) Non-income producing security.
(b) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $216,918,999 and the collateral received consisted of cash in the amount of $223,877,754. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(c) All or a portion of the security was pledged as collateral against open futures contracts. As of December 31, 2016, the market value of securities pledged was $2,526,750.
(d) The rate shown represents current yield to maturity.
(e) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(f) Variable or floating rate security. The stated rate represents the rate at December 31, 2016.
(g) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $1,015,253,481. The aggregate unrealized appreciation and depreciation of investments were $327,511,274 and $(43,868,008), respectively, resulting in net unrealized appreciation of $283,643,266 for federal income tax purposes.
(ETF)— Exchange-Traded Fund

Futures Contracts

 

Futures Contracts—Long

   Expiration
Date
     Number of
Contracts
     Notional
Amount
     Unrealized
Depreciation
 

S&P Midcap 400 E-Mini Index Futures

     03/17/17        142        USD        24,006,007      $ (446,787
              

 

 

 

 

(USD)— United States Dollar

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Schedule of Investments as of December 31, 2016

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1     Level 2     Level 3      Total  

Total Common Stocks*

   $ 1,023,720,060     $ —       $ —        $ 1,023,720,060  

Total Mutual Fund*

     27,547,949       —         —          27,547,949  
Short-Term Investments          

Discount Notes

     —         5,120,094       —          5,120,094  

U.S. Treasury

     —         18,543,542       —          18,543,542  

Total Short-Term Investments

     —         23,663,636       —          23,663,636  

Total Securities Lending Reinvestments*

     —         223,965,102       —          223,965,102  

Total Investments

   $ 1,051,268,009     $ 247,628,738     $ —        $ 1,298,896,747  
                                   

Collateral for Securities Loaned (Liability)

   $ —       $ (223,877,754   $ —        $ (223,877,754
Futures Contracts  

Futures Contracts (Unrealized Depreciation)

   $ (446,787   $ —       $ —        $ (446,787

 

* See Schedule of Investments for additional detailed categorizations.

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

 

Investments at value (a) (b)

   $ 1,298,896,747  

Cash

     19,689  

Receivable for:

 

Investments sold

     3,169,271  

Fund shares sold

     1,090,003  

Dividends

     1,302,507  

Prepaid expenses

     2,792  
  

 

 

 

Total Assets

     1,304,481,009  

Liabilities

 

Collateral for securities loaned

     223,877,754  

Payables for:

 

Fund shares redeemed

     4,002,276  

Variation margin on futures contracts

     97,980  

Accrued Expenses:

 

Management fees

     226,460  

Distribution and service fees

     125,714  

Deferred trustees’ fees

     92,334  

Other expenses

     189,009  
  

 

 

 

Total Liabilities

     228,611,527  
  

 

 

 

Net Assets

   $ 1,075,869,482  
  

 

 

 

Net Assets Consist of:

 

Paid in surplus

   $ 707,674,609  

Undistributed net investment income

     13,577,624  

Accumulated net realized gain

     68,361,111  

Unrealized appreciation on investments and futures contracts

     286,256,138  
  

 

 

 

Net Assets

   $ 1,075,869,482  
  

 

 

 

Net Assets

 

Class A

   $ 494,103,292  

Class B

     409,334,002  

Class E

     39,239,440  

Class G

     133,192,748  

Capital Shares Outstanding*

 

Class A

     26,158,177  

Class B

     21,975,366  

Class E

     2,093,317  

Class G

     7,192,878  

Net Asset Value, Offering Price and Redemption Price Per Share

 

Class A

   $ 18.89  

Class B

     18.63  

Class E

     18.75  

Class G

     18.52  

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $1,012,193,822.
(b) Includes securities loaned at value of $216,918,999.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

 

Dividends

   $ 17,010,280  

Interest

     76,574  

Securities lending income

     636,571  

Other income (a)

     72,851  
  

 

 

 

Total investment income

     17,796,276  

Expenses

 

Management fees

     2,437,520  

Administration fees

     31,793  

Custodian and accounting fees

     66,414  

Distribution and service fees—Class B

     959,566  

Distribution and service fees—Class E

     55,456  

Distribution and service fees—Class G

     332,968  

Audit and tax services

     42,040  

Legal

     33,032  

Trustees’ fees and expenses

     45,247  

Shareholder reporting

     162,423  

Insurance

     6,450  

Miscellaneous

     64,644  
  

 

 

 

Total expenses

     4,237,553  

Less management fee waiver

     (24,433
  

 

 

 

Net expenses

     4,213,120  
  

 

 

 

Net Investment Income

     13,583,156  
  

 

 

 

Net Realized and Unrealized Gain

 

Net realized gain on:  

Investments

     68,083,914  

Futures contracts

     4,251,711  
  

 

 

 

Net realized gain

     72,335,625  
  

 

 

 
Net change in unrealized appreciation (depreciation) on:  

Investments

     99,502,619  

Futures contracts

     (274,000
  

 

 

 

Net change in unrealized appreciation

     99,228,619  
  

 

 

 

Net realized and unrealized gain

     171,564,244  
  

 

 

 

Net Increase in Net Assets From Operations

   $ 185,147,400  
  

 

 

 

 

(a) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-13


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

    

From Operations

    

Net investment income

   $ 13,583,156     $ 11,066,217  

Net realized gain

     72,335,625       75,095,053  

Net change in unrealized appreciation (depreciation)

     99,228,619       (109,787,489
  

 

 

   

 

 

 

Increase (decrease) in net assets from operations

     185,147,400       (23,626,219
  

 

 

   

 

 

 

From Distributions to Shareholders

    

Net investment income

    

Class A

     (5,545,745     (4,767,959

Class B

     (3,993,247     (3,691,076

Class E

     (419,718     (405,629

Class G

     (1,094,410     (949,660

Net realized capital gains

 

Class A

     (33,298,068     (25,916,508

Class B

     (29,970,595     (25,360,594

Class E

     (2,888,891     (2,557,138

Class G

     (8,484,683     (6,872,392
  

 

 

   

 

 

 

Total distributions

     (85,695,357     (70,520,956
  

 

 

   

 

 

 

Increase in net assets from capital share transactions

     49,521,306       69,824,634  
  

 

 

   

 

 

 

Total increase (decrease) in net assets

     148,973,349       (24,322,541

Net Assets

    

Beginning of period

     926,896,133       951,218,674  
  

 

 

   

 

 

 

End of period

   $ 1,075,869,482     $ 926,896,133  
  

 

 

   

 

 

 

Undistributed net investment income

    

End of period

   $ 13,577,624     $ 11,138,550  
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

        

Sales

     3,164,401     $ 54,007,217       3,506,531     $ 64,641,146  

Reinvestments

     2,324,584       38,843,813       1,639,127       30,684,467  

Redemptions

     (3,218,808     (56,807,431     (2,274,800     (42,411,572
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     2,270,177     $ 36,043,599       2,870,858     $ 52,914,041  
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

        

Sales

     961,246     $ 16,438,942       1,208,962     $ 21,967,391  

Reinvestments

     2,058,415       33,963,842       1,569,513       29,051,670  

Redemptions

     (3,079,377     (53,725,241     (2,246,139     (41,819,610
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (59,716   $ (3,322,457     532,336     $ 9,199,451  
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

        

Sales

     89,484     $ 1,566,085       76,495     $ 1,400,972  

Reinvestments

     199,314       3,308,609       159,288       2,962,767  

Redemptions

     (340,312     (5,923,336     (336,558     (6,301,631
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (51,514   $ (1,048,642     (100,775   $ (1,937,892
  

 

 

   

 

 

   

 

 

   

 

 

 

Class G

        

Sales

     1,679,990     $ 29,260,345       1,164,834     $ 21,323,849  

Reinvestments

     583,735       9,579,093       424,881       7,822,052  

Redemptions

     (1,219,032     (20,990,632     (1,066,078     (19,496,867
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     1,044,693     $ 17,848,806       523,637     $ 9,649,034  
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase derived from capital shares transactions

     $ 49,521,306       $ 69,824,634  
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-14


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Financial Highlights

 

Selected per share data                                   
     Class A  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 17.23      $ 19.01      $ 18.45      $ 14.47      $ 12.97  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

 

Net investment income (a)

     0.27        0.24        0.24        0.18        0.19  

Net realized and unrealized gain (loss) on investments

     3.04        (0.57      1.41        4.46        2.05  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     3.31        (0.33      1.65        4.64        2.24  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

 

Distributions from net investment income

     (0.24      (0.23      (0.20      (0.19      (0.14

Distributions from net realized capital gains

     (1.41      (1.22      (0.89      (0.47      (0.60
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (1.65      (1.45      (1.09      (0.66      (0.74
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 18.89      $ 17.23      $ 19.01      $ 18.45      $ 14.47  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     20.43        (2.35      9.49        33.15        17.60  

Ratios/Supplemental Data

              

Gross ratio of expenses to average net assets (%)

     0.30        0.30        0.30        0.30        0.32  

Net ratio of expenses to average net assets (%) (c)

     0.29        0.29        0.30        0.30        0.31  

Ratio of net investment income to average net assets (%)

     1.53        1.30        1.33        1.09        1.40  

Portfolio turnover rate (%)

     28        25        17        16        11  

Net assets, end of period (in millions)

   $ 494.1      $ 411.5      $ 399.6      $ 370.0      $ 260.2  
     Class B  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 17.01      $ 18.79      $ 18.25      $ 14.32      $ 12.84  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

 

Net investment income (a)

     0.22        0.19        0.19        0.14        0.16  

Net realized and unrealized gain (loss) on investments

     3.00        (0.57      1.39        4.42        2.03  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     3.22        (0.38      1.58        4.56        2.19  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

 

Distributions from net investment income

     (0.19      (0.18      (0.15      (0.16      (0.11

Distributions from net realized capital gains

     (1.41      (1.22      (0.89      (0.47      (0.60
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (1.60      (1.40      (1.04      (0.63      (0.71
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 18.63      $ 17.01      $ 18.79      $ 18.25      $ 14.32  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     20.14        (2.62      9.23        32.83        17.33  

Ratios/Supplemental Data

              

Gross ratio of expenses to average net assets (%)

     0.55        0.55        0.55        0.55        0.57  

Net ratio of expenses to average net assets (%) (c)

     0.54        0.54        0.55        0.55        0.56  

Ratio of net investment income to average net assets (%)

     1.28        1.04        1.08        0.83        1.16  

Portfolio turnover rate (%)

     28        25        17        16        11  

Net assets, end of period (in millions)

   $ 409.3      $ 374.7      $ 404.0      $ 388.4      $ 311.6  

Please see following page for Financial Highlights footnote legend.

 

See accompanying notes to financial statements.

 

MSF-15


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Financial Highlights

 

Selected per share data                                   
     Class E  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 17.10      $ 18.89      $ 18.33      $ 14.38      $ 12.89  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

              

Net investment income (a)

     0.24        0.21        0.21        0.15        0.17  

Net realized and unrealized gain (loss) on investments

     3.03        (0.59      1.41        4.44        2.04  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     3.27        (0.38      1.62        4.59        2.21  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

              

Distributions from net investment income

     (0.21      (0.19      (0.17      (0.17      (0.12

Distributions from net realized capital gains

     (1.41      (1.22      (0.89      (0.47      (0.60
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (1.62      (1.41      (1.06      (0.64      (0.72
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 18.75      $ 17.10      $ 18.89      $ 18.33      $ 14.38  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     20.26        (2.58      9.39        32.95        17.46  

Ratios/Supplemental Data

              

Gross ratio of expenses to average net assets (%)

     0.45        0.45        0.45        0.45        0.47  

Net ratio of expenses to average net assets (%) (c)

     0.44        0.44        0.45        0.45        0.46  

Ratio of net investment income to average net assets (%)

     1.38        1.13        1.17        0.93        1.24  

Portfolio turnover rate (%)

     28        25        17        16        11  

Net assets, end of period (in millions)

   $ 39.2      $ 36.7      $ 42.4      $ 45.0      $ 37.6  
     Class G  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 16.92      $ 18.70      $ 18.16      $ 14.26      $ 12.79  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

              

Net investment income (a)

     0.21        0.18        0.18        0.13        0.15  

Net realized and unrealized gain (loss) on investments

     2.98        (0.57      1.39        4.40        2.02  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     3.19        (0.39      1.57        4.53        2.17  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

              

Distributions from net investment income

     (0.18      (0.17      (0.14      (0.16      (0.10

Distributions from net realized capital gains

     (1.41      (1.22      (0.89      (0.47      (0.60
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (1.59      (1.39      (1.03      (0.63      (0.70
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 18.52      $ 16.92      $ 18.70      $ 18.16      $ 14.26  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     20.08        (2.68      9.21        32.75        17.27  

Ratios/Supplemental Data

              

Gross ratio of expenses to average net assets (%)

     0.60        0.60        0.60        0.60        0.62  

Net ratio of expenses to average net assets (%) (c)

     0.59        0.59        0.60        0.60        0.61  

Ratio of net investment income to average net assets (%)

     1.24        1.00        1.02        0.79        1.10  

Portfolio turnover rate (%)

     28        25        17        16        11  

Net assets, end of period (in millions)

   $ 133.2      $ 104.0      $ 105.2      $ 103.3      $ 71.4  

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(c) Includes the effects of management fee waivers (see Note 6 of the Notes to Financial Statements).

 

See accompanying notes to financial statements.

 

MSF-16


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is MetLife Mid Cap Stock Index Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers four classes of shares: Class A, B, E and G shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946- Financial Services- Investment Companies and Topic 820- Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations

 

MSF-17


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over

 

MSF-18


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to adjustments to prior period accumulated balances and real estate investment trust (REIT) adjustments. These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $68,609,393. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

 

MSF-19


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

All securities on loan are classified as Common Stocks in the Portfolio’s Schedule of Investments as of December 31, 2016, with a contractual maturity of overnight and continuous.

3. Investments in Derivative Instruments

Futures Contracts - The Portfolio may buy and sell futures contracts as a hedge, to maintain investment exposure to a target asset class or to enhance return. The Portfolio may be subject to fluctuations in equity prices, interest rates, commodity prices, and foreign currency exchange rates in the normal course of pursuing its investment objective. Futures contracts are standardized agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other asset. The Portfolio must deposit an amount (“initial margin”) equal to a certain percentage of the face value of the futures contract. The initial margin may be in the form of cash or securities, which is returned when the Portfolio’s obligations under the contract have been satisfied. If cash is deposited as the initial margin, it is shown as cash collateral on the Statement of Assets and Liabilities. Futures contracts are marked-to-market daily, and subsequent payments (“variation margin”) are made or received by the Portfolio depending on whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities and as a component of net change in unrealized appreciation/depreciation on the Statement of Operations. When the contract is closed or expires, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Risks of entering into futures contracts (and related options) include the possibility that the market for these instruments may be illiquid and that a change in the value of the contract or option may not correlate perfectly with changes in the value of the underlying instrument. If futures contracts are exchange-traded, the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures contracts against default. For OTC futures, the Portfolio’s ability to terminate the positions may be more limited than in the case of exchange-traded positions and may also involve the risk that securities dealers participating in such transactions would fail to meet their obligations to the Portfolio.

The following table summarizes the fair value of derivatives held by the Portfolio at December 31, 2016 by category of risk exposure:

 

    

Liability Derivatives

 

Risk Exposure

  

Statement of Assets &
Liabilities Location

   Fair Value  

Equity

   Unrealized depreciation on futures contracts (a)      446,787  
     

 

 

 

 

  (a) Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments. Only the current day’s variation margin is reported within the Statement of Assets and Liabilities.

The following tables summarize the effect of derivative instruments on the Statement of Operations, classified by derivative type and category of risk exposure, for the year ended December 31, 2016:

 

Statement of Operations Location—Net Realized Gain (Loss)

   Equity  

Futures contracts

   $ 4,251,711  
  

 

 

 

Statement of Operations Location—Net Change in Unrealized Appreciation (Depreciation)

   Equity  

Futures contracts

   $ (274,000
  

 

 

 

For the year ended December 31, 2016, the average notional par or face amount outstanding for each derivative type was as follows:

 

Derivative Description

   Average
Notional Par or
Face Amount‡
 

Futures contracts long

   $ 14,200  

 

  Averages are based on activity levels during the year.

4. Certain Risks

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

 

MSF-20


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Customer Account Agreements and related addenda govern cleared derivatives transactions such as futures, options on futures, and cleared OTC derivatives. Cleared derivative transactions require posting of initial margin as determined by each relevant clearing agency, which is segregated at a broker account registered with the Commodities Futures Trading Commission (“CFTC”), or the applicable regulator. In the U.S., counterparty risk is significantly reduced as creditors of the futures broker do not have claim to Portfolio assets in the segregated account. Additionally, portability of exposure in the event of default further reduces risk to the Portfolio. Variation margin, or changes in market value, are exchanged daily, but may not be netted between futures and cleared OTC derivatives.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

5. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 270,783,116      $ 0      $ 285,543,062  

6. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the annual rate of 0.250% of average daily net assets. Fees earned by MetLife Advisers with respect to the Portfolio for the year ended December 31, 2016 were $2,437,520.

MetLife Advisers has entered into an investment subadvisory agreement with MetLife Investment Advisors, LLC (“MIA”) with respect to managing the Portfolio. For providing subadvisory services to the Portfolio, MetLife Advisers has agreed to pay MIA an investment subadvisory fee for each class of the Portfolio as follows:

 

% per annum     Average Daily Net Assets
  0.030   On the first $500 million
  0.020   On the next $500 million
  0.010   On amounts over $1 billion

Fees earned by MIA with respect to the Portfolio for the year ended December 31, 2016 were $243,647.

 

MSF-21


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Management Fee Waivers - Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum reduction     Average Daily Net Assets
  0.005   Over $500 million and under $1 billion
  0.010   Of the next $1 billion
  0.015   On amounts over $2 billion

An identical expense agreement was in place for the period May 1, 2015 to April 30, 2016. Amounts waived for the year ended December 31, 2016 are shown as management fee waivers in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B, E, and G Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B, E, and G Shares. Under the Distribution and Service Plan, the Class B, E, and G Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B, E, and G Shares of the Portfolio. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares, 0.15% per year for Class E Shares, and 0.30% per year for Class G Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

7. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

8. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$11,053,120    $ 14,033,509      $ 74,642,237      $ 56,487,447      $ 85,695,357      $ 70,520,956  

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
     Total  
$14,672,131    $ 69,971,811      $ 283,643,265      $      $ 368,287,207  

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained

 

MSF-22


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

9. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-23


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of MetLife Mid Cap Stock Index Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of MetLife Mid Cap Stock Index Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MetLife Mid Cap Stock Index Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-24


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-25


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and
MSF) to
present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-26


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST) to
present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF) to
present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF) to
present
   Vice President, MetLife, Inc. (2013- present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST) to
present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-27


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-28


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee

 

MSF-29


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

* * *

MetLife Mid Cap Stock Index Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and MetLife Investment Advisors, LLC regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe and its Lipper Index for the one-, three-, and five-year periods ended June 30, 2016. The Board further considered that the Portfolio underperformed its benchmark, the S&P 400 Index, for the one-, three-, and five-year periods ended October 31, 2016.

The Board also considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b-1 fees) were below the Expense Group median, Expense Universe median, and Sub-advised Expense Universe median. The Board further noted that the Portfolio’s contractual management fees were below the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also took into account that the Portfolio’s contractual sub-advisory fees were below the averages of the Sub-advised Expense Group and the Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-30


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-31


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-32


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-33


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreements (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and MetLife Investment Advisors, LLC (“MLIA”), an affiliate of the Adviser, for the MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio), MetLife Stock Index Portfolio, MetLife Mid Cap Stock Index Portfolio, Russell 2000® Index Portfolio and MSCI EAFE® Index Portfolio, each a series of MSF, and for MetLife Multi-Index Targeted Risk Portfolio, a series of MIST (the “MLIA Sub-Advised Portfolios”), each of which is sub-advised by MLIA. At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”) for each of the MLIA Sub-Advised Portfolios, and recommended that the shareholders of the Trusts approve the New Sub-Advisory Agreements. Information about the Board’s considerations and process is set forth below.

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

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

1. The Independent Trustees of the Board solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

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

3. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the MLIA Sub-Advised Portfolios to continue receiving sub-advisory services from MLIA following the change in control of the Adviser.

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

5. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Sub-Advisory Agreements.

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

7. The Board considered that, if shareholders approve the New Sub-Advisory Agreements, the Board, the Adviser, and MLIA will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of MLIA to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the MLIA Sub-Advised Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

 

MSF-34


Metropolitan Series Fund

MetLife Mid Cap Stock Index Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements—(Continued)

 

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

In the event that approval of the New Sub-Advisory Agreements by shareholders of the MLIA Sub-Advised Portfolios has not been obtained before the termination of the Current Sub-Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim sub-advisory agreement with MLIA (the “Interim Sub-Advisory Agreement”) on behalf of each MLIA Sub-Advised Portfolio that will go into effect upon the termination of the Current Sub-Advisory Agreements. The Board’s determination to approve each Interim Sub-Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Sub-Advisory Agreements so as to ensure continuity of sub-advisory services from MLIA to the MLIA Sub-Advised Portfolios following the termination of the Current Sub-Advisory Agreements.

 

MSF-35


Metropolitan Series Fund

MetLife Stock Index Portfolio

Managed by MetLife Investment Advisors, LLC

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, D, E, and G shares of the MetLife Stock Index Portfolio returned 11.67%, 11.38%, 11.54%, 11.50%, and 11.32%, respectively. The Portfolio’s benchmark, the Standard & Poor’s (“S&P”) 500 Index1, returned 11.96%.

MARKET ENVIRONMENT / CONDITIONS

Global equity markets were mixed in the first half of 2016 on uncertainty about a global economic slowdown, potential Federal Reserve Bank (the “Fed”) interest rate hikes, the U.S. Presidential election, and Brexit. However, equity indexes rallied in the second half of the year on easy monetary policies and strong macroeconomic data. Equity markets also benefited from central bank intervention and improving commodity prices. The People’s Bank of China cut reserve requirement ratios, the European Central Bank cut rates further and the Fed lowered the expected number of rate increases for 2016. On June 23, United Kingdom voters chose to “Leave” the European Union and on the day after the unexpected vote outcome, the price of gold had its largest single day increase since 2008, the British pound fell to its lowest level in 30 years, and equity markets around the world fell as much as 8%. However, global equity markets remained resilient and continued to trend higher as concerns about the referendum abated and volatility declined. U.S. equity markets reached new all-time highs in December, following Donald Trump’s surprise victory and optimism surrounding the incoming U.S. administration’s agenda. Equity markets also benefited from better than expected macroeconomic data, including U.S. durable goods orders, U.S. consumer sentiment and U.S. home sales. Factors that weighed on the equity markets included the Fed’s decision in December to raise interest rates, diplomatic tensions between the U.S. and other major world powers and terrorism concerns.

During the year, the Federal Open Market Committee (the “Committee”) met eight times and maintained the target range for the Federal Funds Rate at 0.25% to 0.50% through November. In December, the Committee raised the target range for the Federal Funds Rate to 0.50% to 0.75%. The Committee stated that the labor market had continued to strengthen and that economic activity had been expanding at a moderate pace since mid-year. The Committee also stated that job gains have been solid in recent months and that the unemployment rate had declined.

Nine of the eleven sectors comprising the S&P 500 Index experienced positive returns for the year. Energy (6.5% beginning weight in the benchmark), up 27.3%, was the best-performing sector. Telecom Services (2.4% beginning weight), up 23.5%, and Financials (16.5% beginning weight), up 22.9%, were the next best-performing sectors. Real Estate (3.1% beginning weight), down 5.7%, and Health Care (15.2% beginning weight), down, 2.6%, were the worst-performing sectors. Please note, the Real Estate sector was created on August 31, 2016, by moving Real Estate companies and Real Estate Investment Trusts out of the Finance sector.

The stocks in the S&P 500 Index with the largest positive impact on the benchmark return for the year were JPMorgan Chase, up 34.6%; Microsoft, up 15.1%; and Apple, up 12.5%. The stocks with the largest negative impact were Allergan, down 32.8%; Gilead Sciences, down 27.6%; and CVS, down 17.8%.

PORTFOLIO REVIEW / PERIOD END POSITIONING

The Portfolio is managed utilizing a full replication strategy versus the S&P 500 Index. This strategy seeks to replicate the performance of the Index by owning all of the components of the Index at their respective Index capitalization weights. The Portfolio is periodically rebalanced for compositional changes in the S&P 500 Index. Factors that impact tracking error include transaction costs, cash drag, securities lending, NAV rounding, contributions and withdrawals.

Stacey Lituchy

Norman Hu

Mirsad Usejnoski

Portfolio Managers

MetLife Investment Advisors, LLC

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-1


Metropolitan Series Fund

MetLife Stock Index Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE S&P 500 INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year        Since Inception2  
MetLife Stock Index Portfolio                      

Class A

       11.67           14.37           6.70             

Class B

       11.38           14.08           6.43             

Class D

       11.54           14.26                     15.38   

Class E

       11.50           14.20           6.54             

Class G

       11.32                               6.19   
S&P 500 Index        11.96           14.66           6.95             

1 The Standard & Poor’s (S&P) 500 Index is an unmanaged index consisting of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-weighted index (stock price times number of shares outstanding) with each stock’s weight in the Index proportionate to its market value.

2 Inception dates of the Class A, Class B, Class D, Class E and Class G shares are 5/1/90, 1/2/01, 4/28/09, 5/1/01 and 11/12/14, respectively.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 
Apple, Inc.      3.2   
Microsoft Corp.      2.5   
Exxon Mobil Corp.      1.9   
Johnson & Johnson      1.6   
Berkshire Hathaway, Inc.- Class B      1.6   
JPMorgan Chase & Co.      1.6   
Amazon.com, Inc.      1.5   
General Electric Co.      1.4   
Facebook, Inc.- Class A      1.4   
AT&T, Inc.      1.3   

Top Sectors

 

     % of
Net Assets
 
Information Technology      20.5   
Financials      15.3   
Health Care      13.5   
Consumer Discretionary      11.9   
Industrials      10.1   
Consumer Staples      9.2   
Energy      7.5   
Utilities      3.1   
Real Estate      2.8   
Materials      2.8   

 

MSF-2


Metropolitan Series Fund

MetLife Stock Index Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

MetLife Stock Index Portfolio

        Annualized
Expense Ratio
     Beginning
Account Value

July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**

July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.26    $ 1,000.00         $ 1,077.00         $ 1.36   
   Hypothetical*      0.26    $ 1,000.00         $ 1,023.83         $ 1.32   

Class B(a)

   Actual      0.51    $ 1,000.00         $ 1,075.40         $ 2.66   
   Hypothetical*      0.51    $ 1,000.00         $ 1,022.57         $ 2.59   

Class D(a)

   Actual      0.36    $ 1,000.00         $ 1,076.20         $ 1.88   
   Hypothetical*      0.36    $ 1,000.00         $ 1,023.33         $ 1.83   

Class E(a)

   Actual      0.41    $ 1,000.00         $ 1,076.00         $ 2.14   
   Hypothetical*      0.41    $ 1,000.00         $ 1,023.08         $ 2.08   

Class G(a)

   Actual      0.56    $ 1,000.00         $ 1,075.00         $ 2.92   
   Hypothetical*      0.56    $ 1,000.00         $ 1,022.32         $ 2.85   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 6 of the Notes to Financial Statements.

 

MSF-3


Metropolitan Series Fund

MetLife Stock Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—98.7% of Net Assets

 

Security Description   Shares     Value  
Aerospace & Defense—2.2%  

Arconic, Inc. (a)

    147,308      $ 2,731,090   

Boeing Co. (The)

    192,826        30,019,152   

General Dynamics Corp.

    96,167        16,604,194   

L3 Technologies, Inc.

    25,972        3,950,601   

Lockheed Martin Corp.

    84,647        21,156,671   

Northrop Grumman Corp.

    59,216        13,772,457   

Raytheon Co.

    98,652        14,008,584   

Rockwell Collins, Inc.

    43,761        4,059,271   

Textron, Inc.

    90,777        4,408,131   

TransDigm Group, Inc. (a)

    16,847        4,194,229   

United Technologies Corp.

    257,263        28,201,170   
   

 

 

 
      143,105,550   
   

 

 

 
Air Freight & Logistics—0.7%  

C.H. Robinson Worldwide, Inc. (a)

    47,574        3,485,271   

Expeditors International of Washington, Inc. (a)

    60,597        3,209,217   

FedEx Corp.

    82,140        15,294,468   

United Parcel Service, Inc. - Class B

    231,593        26,549,822   
   

 

 

 
      48,538,778   
   

 

 

 
Airlines—0.6%  

Alaska Air Group, Inc. (a)

    41,413        3,674,575   

American Airlines Group, Inc. (a)

    174,066        8,127,142   

Delta Air Lines, Inc.

    247,391        12,169,163   

Southwest Airlines Co.

    206,812        10,307,510   

United Continental Holdings, Inc. (b)

    97,000        7,069,360   
   

 

 

 
      41,347,750   
   

 

 

 
Auto Components—0.2%  

BorgWarner, Inc. (a)

    67,261        2,652,774   

Delphi Automotive plc

    90,990        6,128,176   

Goodyear Tire & Rubber Co. (The) (a)

    87,701        2,707,330   
   

 

 

 
      11,488,280   
   

 

 

 
Automobiles—0.5%  

Ford Motor Co.

    1,311,182        15,904,638   

General Motors Co.

    466,019        16,236,102   

Harley-Davidson, Inc.

    59,387        3,464,637   
   

 

 

 
      35,605,377   
   

 

 

 
Banks—6.6%  

Bank of America Corp.

    3,394,830        75,025,743   

BB&T Corp. (a)

    272,601        12,817,699   

Citigroup, Inc.

    957,378        56,896,975   

Citizens Financial Group, Inc.

    171,967        6,127,184   

Comerica, Inc.

    57,872        3,941,662   

Fifth Third Bancorp

    253,851        6,846,361   

Huntington Bancshares, Inc. (a)

    364,437        4,817,857   

JPMorgan Chase & Co.

    1,202,132        103,731,970   

KeyCorp

    363,069        6,633,271   

M&T Bank Corp. (a)

    52,090        8,148,439   

People’s United Financial, Inc. (a)

    104,613        2,025,308   

PNC Financial Services Group, Inc. (The)

    163,442        19,116,176   

Regions Financial Corp.

    413,550        5,938,578   
Banks—(Continued)  

SunTrust Banks, Inc.

    164,885      9,043,942   

U.S. Bancorp

    536,752        27,572,950   

Wells Fargo & Co.

    1,518,536        83,686,519   

Zions Bancorporation (a)

    68,439        2,945,615   
   

 

 

 
      435,316,249   
   

 

 

 
Beverages—2.0%  

Brown-Forman Corp. - Class B (a)

    61,275        2,752,473   

Coca-Cola Co. (The)

    1,304,060        54,066,327   

Constellation Brands, Inc. - Class A

    59,706        9,153,527   

Dr Pepper Snapple Group, Inc.

    61,720        5,596,152   

Molson Coors Brewing Co. - Class B

    61,912        6,024,657   

Monster Beverage Corp. (b)

    136,193        6,038,798   

PepsiCo, Inc.

    481,820        50,412,827   
   

 

 

 
      134,044,761   
   

 

 

 
Biotechnology—2.7%  

AbbVie, Inc.

    545,958        34,187,890   

Alexion Pharmaceuticals, Inc. (b)

    75,337        9,217,482   

Amgen, Inc.

    249,924        36,541,388   

Biogen, Inc. (b)

    73,095        20,728,280   

Celgene Corp. (b)

    260,433        30,145,120   

Gilead Sciences, Inc.

    442,604        31,694,872   

Regeneron Pharmaceuticals, Inc. (b)

    25,398        9,323,352   

Vertex Pharmaceuticals, Inc. (b)

    83,328        6,138,774   
   

 

 

 
      177,977,158   
   

 

 

 
Building Products—0.3%  

Allegion plc (a)

    32,217        2,061,888   

Fortune Brands Home & Security, Inc. (a)

    51,840        2,771,366   

Johnson Controls International plc

    314,693        12,962,205   

Masco Corp.

    110,296        3,487,560   
   

 

 

 
      21,283,019   
   

 

 

 
Capital Markets—2.8%  

Affiliated Managers Group, Inc. (a) (b)

    18,416        2,675,845   

Ameriprise Financial, Inc.

    53,097        5,890,581   

Bank of New York Mellon Corp. (The)

    355,216        16,830,134   

BlackRock, Inc.

    40,836        15,539,732   

Charles Schwab Corp. (The)

    405,281        15,996,441   

CME Group, Inc.

    114,006        13,150,592   

E*Trade Financial Corp. (a) (b)

    91,966        3,186,622   

Franklin Resources, Inc.

    116,566        4,613,682   

Goldman Sachs Group, Inc. (The)

    124,241        29,749,508   

Intercontinental Exchange, Inc.

    200,119        11,290,714   

Invesco, Ltd.

    137,248        4,164,104   

Moody’s Corp.

    55,884        5,268,185   

Morgan Stanley

    484,469        20,468,815   

Nasdaq, Inc.

    38,295        2,570,360   

Northern Trust Corp. (a)

    71,506        6,367,609   

S&P Global, Inc.

    87,046        9,360,927   

State Street Corp.

    121,814        9,467,384   

T. Rowe Price Group, Inc. (a)

    81,782        6,154,913   
   

 

 

 
      182,746,148   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-4


Metropolitan Series Fund

MetLife Stock Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Chemicals—2.1%  

Air Products & Chemicals, Inc.

    73,028      $ 10,502,887   

Albemarle Corp.

    37,787        3,252,705   

CF Industries Holdings, Inc. (a)

    78,315        2,465,356   

Dow Chemical Co. (The)

    376,732        21,556,605   

E.I. du Pont de Nemours & Co.

    292,059        21,437,131   

Eastman Chemical Co.

    49,301        3,707,928   

Ecolab, Inc.

    88,153        10,333,295   

FMC Corp. (a)

    44,963        2,543,107   

International Flavors & Fragrances, Inc. (a)

    26,683        3,144,058   

LyondellBasell Industries NV - Class A

    112,266        9,630,177   

Monsanto Co.

    147,142        15,480,810   

Mosaic Co. (The)

    117,664        3,451,085   

PPG Industries, Inc.

    88,690        8,404,264   

Praxair, Inc.

    95,878        11,235,943   

Sherwin-Williams Co. (The)

    27,155        7,297,635   
   

 

 

 
      134,442,986   
   

 

 

 
Commercial Services & Supplies—0.3%  

Cintas Corp. (a)

    28,908        3,340,609   

Pitney Bowes, Inc. (a)

    62,406        947,947   

Republic Services, Inc.

    77,663        4,430,674   

Stericycle, Inc. (b)

    28,584        2,202,111   

Waste Management, Inc.

    136,613        9,687,228   
   

 

 

 
      20,608,569   
   

 

 

 
Communications Equipment—1.0%  

Cisco Systems, Inc.

    1,686,407        50,963,220   

F5 Networks, Inc. (b)

    21,943        3,175,591   

Harris Corp. (a)

    41,751        4,278,225   

Juniper Networks, Inc. (a)

    127,771        3,610,808   

Motorola Solutions, Inc.

    55,755        4,621,532   
   

 

 

 
      66,649,376   
   

 

 

 
Construction & Engineering—0.1%  

Fluor Corp.

    46,781        2,456,938   

Jacobs Engineering Group, Inc. (a) (b)

    40,566        2,312,262   

Quanta Services, Inc. (b)

    50,796        1,770,241   
   

 

 

 
      6,539,441   
   

 

 

 
Construction Materials—0.2%  

Martin Marietta Materials, Inc.

    21,322        4,723,463   

Vulcan Materials Co.

    44,450        5,562,917   
   

 

 

 
      10,286,380   
   

 

 

 
Consumer Finance—0.8%  

American Express Co.

    258,286        19,133,827   

Capital One Financial Corp.

    162,031        14,135,585   

Discover Financial Services

    132,500        9,551,925   

Navient Corp.

    101,826        1,673,001   

Synchrony Financial

    263,452        9,555,404   
   

 

 

 
      54,049,742   
   

 

 

 
Containers & Packaging—0.3%  

Avery Dennison Corp.

    29,896        2,099,297   

Ball Corp.

    58,727        4,408,636   
Containers & Packaging—(Continued)  

International Paper Co.

    138,148      7,330,133   

Sealed Air Corp.

    64,942        2,944,470   

WestRock Co.

    84,358        4,282,856   
   

 

 

 
      21,065,392   
   

 

 

 
Distributors—0.1%  

Genuine Parts Co.

    49,969        4,774,038   

LKQ Corp. (b)

    103,309        3,166,421   
   

 

 

 
      7,940,459   
   

 

 

 
Diversified Consumer Services—0.0%  

H&R Block, Inc. (a)

    69,582        1,599,690   
   

 

 

 
Diversified Financial Services—1.6%  

Berkshire Hathaway, Inc. - Class B (b)

    637,932        103,970,157   

Leucadia National Corp. (a)

    108,855        2,530,879   
   

 

 

 
      106,501,036   
   

 

 

 
Diversified Telecommunication Services—2.6%  

AT&T, Inc. (a)

    2,063,093        87,743,345   

CenturyLink, Inc. (a)

    183,662        4,367,483   

Frontier Communications Corp. (a)

    394,084        1,332,004   

Level 3 Communications, Inc. (b)

    97,945        5,520,180   

Verizon Communications, Inc.

    1,369,561        73,107,166   
   

 

 

 
      172,070,178   
   

 

 

 
Electric Utilities—2.0%  

Alliant Energy Corp.

    76,429        2,895,895   

American Electric Power Co., Inc.

    165,192        10,400,488   

Duke Energy Corp.

    231,452        17,965,304   

Edison International

    109,457        7,879,810   

Entergy Corp.

    60,179        4,421,351   

Eversource Energy (a)

    106,567        5,885,695   

Exelon Corp.

    310,176        11,008,146   

FirstEnergy Corp.

    143,030        4,429,639   

NextEra Energy, Inc.

    156,981        18,752,950   

PG&E Corp.

    169,881        10,323,668   

Pinnacle West Capital Corp.

    37,394        2,917,854   

PPL Corp.

    228,323        7,774,398   

Southern Co. (The) (a)

    329,234        16,195,021   

Xcel Energy, Inc.

    170,648        6,945,374   
   

 

 

 
      127,795,593   
   

 

 

 
Electrical Equipment—0.5%  

Acuity Brands, Inc.

    14,810        3,419,037   

AMETEK, Inc.

    77,750        3,778,650   

Eaton Corp. plc

    151,750        10,180,907   

Emerson Electric Co.

    215,943        12,038,822   

Rockwell Automation, Inc.

    43,080        5,789,952   
   

 

 

 
      35,207,368   
   

 

 

 
Electronic Equipment, Instruments & Components—0.4%  

Amphenol Corp. - Class A

    103,634        6,964,205   

Corning, Inc. (a)

    319,567        7,755,891   

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

MetLife Stock Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Electronic Equipment, Instruments & Components—(Continued)  

FLIR Systems, Inc.

    45,733      $ 1,655,077   

TE Connectivity, Ltd.

    119,379        8,270,577   
   

 

 

 
      24,645,750   
   

 

 

 
Energy Equipment & Services—1.2%  

Baker Hughes, Inc.

    142,039        9,228,274   

FMC Technologies, Inc. (b)

    75,825        2,694,062   

Halliburton Co.

    290,416        15,708,602   

Helmerich & Payne, Inc. (a)

    36,342        2,812,871   

National Oilwell Varco, Inc. (a)

    126,884        4,750,537   

Schlumberger, Ltd.

    467,415        39,239,489   

Transocean, Ltd. (b)

    130,783        1,927,741   
   

 

 

 
      76,361,576   
   

 

 

 
Equity Real Estate Investment Trusts—2.8%  

American Tower Corp.

    143,012        15,113,508   

Apartment Investment & Management Co. - Class A

    52,707        2,395,533   

AvalonBay Communities, Inc.

    46,135        8,172,815   

Boston Properties, Inc. (a)

    51,661        6,497,921   

Crown Castle International Corp.

    121,147        10,511,925   

Digital Realty Trust, Inc. (a)

    53,396        5,246,691   

Equinix, Inc.

    23,980        8,570,692   

Equity Residential (a)

    122,846        7,906,369   

Essex Property Trust, Inc. (a)

    22,011        5,117,557   

Extra Space Storage, Inc. (a)

    42,266        3,264,626   

Federal Realty Investment Trust (a)

    24,117        3,427,267   

General Growth Properties, Inc. (a)

    196,172        4,900,377   

HCP, Inc.

    157,086        4,668,596   

Host Hotels & Resorts, Inc. (a)

    248,560        4,682,870   

Iron Mountain, Inc. (a)

    82,310        2,673,429   

Kimco Realty Corp.

    142,789        3,592,571   

Macerich Co. (The) (a)

    40,559        2,873,200   

Mid-America Apartment Communities, Inc.

    38,139        3,734,571   

Prologis, Inc.

    177,590        9,374,976   

Public Storage

    50,111        11,199,808   

Realty Income Corp. (a)

    86,877        4,993,690   

Simon Property Group, Inc.

    105,567        18,756,089   

SL Green Realty Corp. (a)

    34,040        3,661,002   

UDR, Inc. (a)

    89,783        3,275,284   

Ventas, Inc. (a)

    118,964        7,437,629   

Vornado Realty Trust

    57,778        6,030,290   

Welltower, Inc. (a)

    121,794        8,151,672   

Weyerhaeuser Co.

    251,313        7,562,008   
   

 

 

 
      183,792,966   
   

 

 

 
Food & Staples Retailing—2.0%  

Costco Wholesale Corp.

    146,855        23,512,954   

CVS Health Corp.

    358,274        28,271,402   

Kroger Co. (The)

    317,198        10,946,503   

Sysco Corp.

    169,044        9,359,966   

Wal-Mart Stores, Inc.

    505,900        34,967,808   

Walgreens Boots Alliance, Inc.

    287,507        23,794,079   

Whole Foods Market, Inc. (a)

    106,971        3,290,428   
   

 

 

 
      134,143,140   
   

 

 

 
Food Products—1.6%  

Archer-Daniels-Midland Co.

    193,307      8,824,465   

Campbell Soup Co. (a)

    65,092        3,936,113   

ConAgra Foods, Inc.

    139,717        5,525,807   

General Mills, Inc.

    198,677        12,272,278   

Hershey Co. (The)

    46,859        4,846,626   

Hormel Foods Corp. (a)

    90,671        3,156,258   

J.M. Smucker Co. (The)

    39,117        5,009,323   

Kellogg Co. (a)

    84,879        6,256,431   

Kraft Heinz Co. (The)

    200,384        17,497,531   

McCormick & Co., Inc. (a)

    38,487        3,591,992   

Mead Johnson Nutrition Co.

    62,057        4,391,153   

Mondelez International, Inc. - Class A

    518,851        23,000,665   

Tyson Foods, Inc. - Class A (a)

    97,614        6,020,832   
   

 

 

 
      104,329,474   
   

 

 

 
Health Care Equipment & Supplies—2.4%  

Abbott Laboratories

    494,628        18,998,661   

Baxter International, Inc.

    164,458        7,292,068   

Becton Dickinson & Co.

    71,330        11,808,682   

Boston Scientific Corp. (b)

    457,460        9,894,860   

C.R. Bard, Inc.

    24,702        5,549,551   

Cooper Cos., Inc. (The)

    16,375        2,864,479   

Danaher Corp.

    204,494        15,917,813   

DENTSPLY SIRONA, Inc. (a)

    77,565        4,477,827   

Edwards Lifesciences Corp. (a) (b)

    71,832        6,730,658   

Hologic, Inc. (b)

    93,467        3,749,896   

Intuitive Surgical, Inc. (b)

    13,018        8,255,625   

Medtronic plc

    461,280        32,856,974   

St. Jude Medical, Inc.

    95,987        7,697,198   

Stryker Corp.

    104,413        12,509,722   

Varian Medical Systems, Inc. (a) (b)

    31,381        2,817,386   

Zimmer Biomet Holdings, Inc. (a)

    67,292        6,944,534   
   

 

 

 
      158,365,934   
   

 

 

 
Health Care Providers & Services—2.6%  

Aetna, Inc.

    117,886        14,619,043   

AmerisourceBergen Corp. (a)

    56,197        4,394,043   

Anthem, Inc.

    88,502        12,723,932   

Cardinal Health, Inc.

    107,525        7,738,574   

Centene Corp. (b)

    57,411        3,244,296   

Cigna Corp.

    86,253        11,505,288   

DaVita, Inc. (b)

    53,054        3,406,067   

Envision Healthcare Corp. (b)

    39,413        2,494,449   

Express Scripts Holding Co. (b)

    207,156        14,250,261   

HCA Holdings, Inc. (a) (b)

    98,184        7,267,580   

Henry Schein, Inc. (a) (b)

    27,041        4,102,390   

Humana, Inc.

    50,091        10,220,067   

Laboratory Corp. of America Holdings (b)

    34,603        4,442,333   

McKesson Corp.

    75,955        10,667,880   

Patterson Cos., Inc. (a)

    27,992        1,148,512   

Quest Diagnostics, Inc. (a)

    46,577        4,280,426   

UnitedHealth Group, Inc.

    319,767        51,175,511   

Universal Health Services, Inc. - Class B

    30,125        3,204,697   
   

 

 

 
      170,885,349   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

MetLife Stock Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Health Care Technology—0.1%            

Cerner Corp. (a) (b)

    101,508      $ 4,808,434   
   

 

 

 
Hotels, Restaurants & Leisure—1.5%            

Carnival Corp.

    140,875        7,333,952   

Chipotle Mexican Grill, Inc. (a) (b)

    9,726        3,669,814   

Darden Restaurants, Inc. (a)

    41,349        3,006,899   

Marriott International, Inc. - Class A (a)

    107,570        8,893,888   

McDonald’s Corp.

    278,991        33,958,785   

Royal Caribbean Cruises, Ltd.

    56,230        4,613,109   

Starbucks Corp.

    488,947        27,146,337   

Wyndham Worldwide Corp. (a)

    36,208        2,765,205   

Wynn Resorts, Ltd. (a)

    26,660        2,306,357   

Yum! Brands, Inc.

    117,132        7,417,970   
   

 

 

 
      101,112,316   
   

 

 

 
Household Durables—0.5%            

DR Horton, Inc. (a)

    114,010        3,115,893   

Garmin, Ltd. (a)

    38,618        1,872,587   

Harman International Industries, Inc.

    23,421        2,603,478   

Leggett & Platt, Inc. (a)

    44,910        2,195,201   

Lennar Corp. - Class A

    66,014        2,833,981   

Mohawk Industries, Inc. (b)

    21,179        4,229,023   

Newell Brands, Inc. (a)

    162,064        7,236,158   

PulteGroup, Inc.

    100,002        1,838,037   

Whirlpool Corp. (a)

    25,233        4,586,602   
   

 

 

 
      30,510,960   
   

 

 

 
Household Products—1.8%  

Church & Dwight Co., Inc. (a)

    86,879        3,839,183   

Clorox Co. (The)

    43,252        5,191,105   

Colgate-Palmolive Co.

    298,610        19,541,038   

Kimberly-Clark Corp.

    120,324        13,731,375   

Procter & Gamble Co. (The)

    899,010        75,588,761   
   

 

 

 
      117,891,462   
   

 

 

 
Independent Power and Renewable Electricity Producers—0.1%  

AES Corp.

    221,452        2,573,272   

NRG Energy, Inc. (a)

    105,973        1,299,229   
   

 

 

 
      3,872,501   
   

 

 

 
Industrial Conglomerates—2.5%  

3M Co.

    202,065        36,082,747   

General Electric Co.

    2,971,979        93,914,537   

Honeywell International, Inc.

    256,039        29,662,118   

Roper Technologies, Inc.

    34,077        6,238,817   
   

 

 

 
      165,898,219   
   

 

 

 
Insurance—2.7%  

Aflac, Inc.

    137,103        9,542,369   

Allstate Corp. (The)

    123,714        9,169,682   

American International Group, Inc.

    327,816        21,409,663   

Aon plc

    88,388        9,857,914   

Arthur J. Gallagher & Co.

    59,780        3,106,169   

Assurant, Inc.

    19,153        1,778,547   

Chubb, Ltd.

    156,333        20,654,716   
Insurance—(Continued)  

Cincinnati Financial Corp. (a)

    50,367      3,815,300   

Hartford Financial Services Group, Inc. (The) (a)

    126,901        6,046,833   

Lincoln National Corp. (a)

    76,785        5,088,542   

Loews Corp.

    92,826        4,347,041   

Marsh & McLennan Cos., Inc.

    173,216        11,707,669   

MetLife, Inc. (a) (c)

    369,258        19,899,314   

Principal Financial Group, Inc. (a)

    89,882        5,200,572   

Progressive Corp. (The)

    194,954        6,920,867   

Prudential Financial, Inc.

    144,460        15,032,508   

Torchmark Corp. (a)

    37,072        2,734,431   

Travelers Cos., Inc. (The)

    95,431        11,682,663   

Unum Group

    77,981        3,425,705   

Willis Towers Watson plc (a)

    43,184        5,280,539   

XL Group, Ltd.

    90,391        3,367,969   
   

 

 

 
      180,069,013   
   

 

 

 
Internet & Direct Marketing Retail—2.3%  

Amazon.com, Inc. (b)

    132,497        99,355,525   

Expedia, Inc.

    40,571        4,595,883   

Netflix, Inc. (b)

    144,175        17,848,865   

Priceline Group, Inc. (The) (b)

    16,578        24,304,343   

TripAdvisor, Inc. (b)

    38,397        1,780,469   
   

 

 

 
      147,885,085   
   

 

 

 
Internet Software & Services—4.2%  

Akamai Technologies, Inc. (b)

    58,221        3,882,176   

Alphabet, Inc. - Class A (b)

    99,472        78,826,586   

Alphabet, Inc. - Class C (b) (d)

    99,704        76,953,541   

eBay, Inc. (b)

    349,281        10,370,153   

Facebook, Inc. - Class A (b)

    786,410        90,476,471   

VeriSign, Inc. (a)

    30,565        2,325,080   

Yahoo!, Inc. (b)

    294,898        11,403,706   
   

 

 

 
      274,237,713   
   

 

 

 
IT Services—3.6%  

Accenture plc - Class A

    208,395        24,409,306   

Alliance Data Systems Corp. (a)

    19,405        4,434,043   

Automatic Data Processing, Inc.

    151,573        15,578,673   

Cognizant Technology Solutions Corp. - Class A (b)

    203,823        11,420,203   

CSRA, Inc. (a)

    48,864        1,555,830   

Fidelity National Information Services, Inc.

    110,270        8,340,823   

Fiserv, Inc. (b)

    72,921        7,750,044   

Global Payments, Inc.

    51,635        3,583,985   

International Business Machines Corp. (a)

    290,694        48,252,297   

MasterCard, Inc. - Class A (a)

    319,778        33,017,079   

Paychex, Inc. (a)

    108,133        6,583,137   

PayPal Holdings, Inc. (b)

    377,001        14,880,229   

Teradata Corp. (a) (b)

    43,640        1,185,699   

Total System Services, Inc.

    55,579        2,725,038   

Visa, Inc. - Class A (a)

    627,421        48,951,386   

Western Union Co. (The) (a)

    162,888        3,537,927   

Xerox Corp.

    286,090        2,497,566   
   

 

 

 
      238,703,265   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

MetLife Stock Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Leisure Products—0.1%  

Hasbro, Inc. (a)

    37,731      $ 2,935,095   

Mattel, Inc. (a)

    114,911        3,165,798   
   

 

 

 
      6,100,893   
   

 

 

 
Life Sciences Tools & Services—0.6%  

Agilent Technologies, Inc.

    108,978        4,965,038   

Illumina, Inc. (a) (b)

    49,352        6,319,030   

Mettler-Toledo International, Inc. (b)

    8,816        3,690,025   

PerkinElmer, Inc. (a)

    36,802        1,919,224   

Thermo Fisher Scientific, Inc.

    132,710        18,725,381   

Waters Corp. (a) (b)

    27,071        3,638,072   
   

 

 

 
      39,256,770   
   

 

 

 
Machinery—1.5%  

Caterpillar, Inc.

    196,558        18,228,789   

Cummins, Inc.

    51,795        7,078,823   

Deere & Co.

    97,181        10,013,530   

Dover Corp.

    52,189        3,910,522   

Flowserve Corp. (a)

    43,825        2,105,791   

Fortive Corp. (a)

    101,052        5,419,419   

Illinois Tool Works, Inc.

    106,129        12,996,557   

Ingersoll-Rand plc

    86,787        6,512,497   

PACCAR, Inc. (a)

    117,764        7,525,120   

Parker-Hannifin Corp. (a)

    44,816        6,274,240   

Pentair plc

    56,171        3,149,508   

Snap-on, Inc.

    19,494        3,338,737   

Stanley Black & Decker, Inc.

    50,625        5,806,181   

Xylem, Inc.

    60,268        2,984,471   
   

 

 

 
      95,344,185   
   

 

 

 
Media—3.0%  

CBS Corp. - Class B

    131,686        8,377,863   

Charter Communications, Inc. - Class A (b)

    72,745        20,944,740   

Comcast Corp. - Class A

    800,709        55,288,957   

Discovery Communications, Inc. - Class A (a) (b)

    51,044        1,399,116   

Discovery Communications, Inc. - Class C (a) (b)

    74,107        1,984,586   

Interpublic Group of Cos., Inc. (The)

    133,377        3,122,356   

News Corp. - Class A

    128,311        1,470,444   

News Corp. - Class B

    40,239        474,820   

Omnicom Group, Inc. (a)

    79,245        6,744,542   

Scripps Networks Interactive, Inc. - Class A (a)

    32,003        2,284,054   

TEGNA, Inc. (a)

    72,034        1,540,807   

Time Warner, Inc.

    259,064        25,007,448   

Twenty-First Century Fox, Inc. - Class A

    355,711        9,974,136   

Twenty-First Century Fox, Inc. - Class B

    163,642        4,459,245   

Viacom, Inc. - Class B

    116,703        4,096,275   

Walt Disney Co. (The)

    491,885        51,264,255   
   

 

 

 
      198,433,644   
   

 

 

 
Metals & Mining—0.3%  

Freeport-McMoRan, Inc. (b)

    420,867        5,551,236   

Newmont Mining Corp. (a)

    178,307        6,074,919   

Nucor Corp. (a)

    106,996        6,368,402   
   

 

 

 
      17,994,557   
   

 

 

 
Multi-Utilities—1.1%  

Ameren Corp. (a)

    81,514      4,276,224   

CenterPoint Energy, Inc.

    144,689        3,565,137   

CMS Energy Corp.

    93,766        3,902,541   

Consolidated Edison, Inc.

    102,374        7,542,916   

Dominion Resources, Inc. (a)

    210,559        16,126,714   

DTE Energy Co. (a)

    60,282        5,938,380   

NiSource, Inc.

    108,425        2,400,529   

Public Service Enterprise Group, Inc.

    169,957        7,457,713   

SCANA Corp. (a)

    48,013        3,518,393   

Sempra Energy (a)

    84,008        8,454,565   

WEC Energy Group, Inc. (a)

    106,032        6,218,777   
   

 

 

 
      69,401,889   
   

 

 

 
Multiline Retail—0.5%  

Dollar General Corp. (a)

    85,387        6,324,615   

Dollar Tree, Inc. (b)

    79,309        6,121,068   

Kohl’s Corp. (a)

    59,286        2,927,543   

Macy’s, Inc. (a)

    102,691        3,677,365   

Nordstrom, Inc. (a)

    39,017        1,870,085   

Target Corp.

    188,704        13,630,090   
   

 

 

 
      34,550,766   
   

 

 

 
Oil, Gas & Consumable Fuels—6.3%  

Anadarko Petroleum Corp.

    187,765        13,092,854   

Apache Corp.

    127,470        8,090,521   

Cabot Oil & Gas Corp.

    156,268        3,650,421   

Chesapeake Energy Corp. (a) (b)

    250,422        1,757,962   

Chevron Corp.

    634,204        74,645,811   

Cimarex Energy Co. (a)

    31,904        4,335,754   

Concho Resources, Inc. (b)

    49,067        6,506,284   

ConocoPhillips

    416,256        20,871,076   

Devon Energy Corp.

    175,905        8,033,581   

EOG Resources, Inc.

    193,663        19,579,329   

EQT Corp. (a)

    58,039        3,795,751   

Exxon Mobil Corp.

    1,393,098        125,741,026   

Hess Corp.

    89,586        5,580,312   

Kinder Morgan, Inc.

    644,975        13,357,432   

Marathon Oil Corp.

    284,623        4,926,824   

Marathon Petroleum Corp.

    177,321        8,928,112   

Murphy Oil Corp. (a)

    54,380        1,692,849   

Newfield Exploration Co. (b)

    66,266        2,683,773   

Noble Energy, Inc.

    144,017        5,481,287   

Occidental Petroleum Corp.

    256,732        18,287,020   

ONEOK, Inc. (a)

    70,725        4,060,322   

Phillips 66

    148,734        12,852,105   

Pioneer Natural Resources Co.

    57,019        10,267,411   

Range Resources Corp.

    63,102        2,168,185   

Southwestern Energy Co. (a) (b)

    164,879        1,783,991   

Spectra Energy Corp.

    235,678        9,684,009   

Tesoro Corp.

    39,265        3,433,724   

Valero Energy Corp.

    152,074        10,389,696   

Williams Cos., Inc. (The) (a)

    229,544        7,148,000   
   

 

 

 
      412,825,422   
   

 

 

 
Personal Products—0.1%  

Coty, Inc. - Class A

    157,959        2,892,229   

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

MetLife Stock Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Personal Products—(Continued)  

Estee Lauder Cos., Inc. (The)—Class A

    74,676      $ 5,711,967   
   

 

 

 
      8,604,196   
   

 

 

 
Pharmaceuticals—5.1%  

Allergan plc (b)

    126,010        26,463,360   

Bristol-Myers Squibb Co.

    561,456        32,811,489   

Eli Lilly & Co.

    326,370        24,004,513   

Endo International plc (a) (b)

    66,640        1,097,561   

Johnson & Johnson

    913,974        105,298,945   

Mallinckrodt plc (b)

    35,563        1,771,749   

Merck & Co., Inc.

    926,271        54,529,574   

Mylan NV (a) (b)

    154,602        5,898,066   

Perrigo Co. plc (a)

    48,167        4,008,939   

Pfizer, Inc.

    2,038,687        66,216,554   

Zoetis, Inc.

    165,904        8,880,841   
   

 

 

 
      330,981,591   
   

 

 

 
Professional Services—0.3%  

Dun & Bradstreet Corp. (The) (a)

    12,358        1,499,273   

Equifax, Inc.

    40,234        4,756,866   

Nielsen Holdings plc (a)

    112,875        4,735,106   

Robert Half International, Inc. (a)

    43,299        2,112,125   

Verisk Analytics, Inc. (a) (b)

    52,318        4,246,652   
   

 

 

 
      17,350,022   
   

 

 

 
Real Estate Management & Development—0.1%  

CBRE Group, Inc. - Class A (a) (b)

    100,846        3,175,641   
   

 

 

 
Road & Rail—0.9%  

CSX Corp.

    314,674        11,306,237   

J.B. Hunt Transport Services, Inc.

    29,397        2,853,567   

Kansas City Southern

    36,142        3,066,648   

Norfolk Southern Corp.

    98,079        10,599,397   

Ryder System, Inc. (a)

    17,963        1,337,166   

Union Pacific Corp.

    276,863        28,705,156   
   

 

 

 
      57,868,171   
   

 

 

 
Semiconductors & Semiconductor Equipment—3.3%  

Analog Devices, Inc.

    103,531        7,518,421   

Applied Materials, Inc.

    363,130        11,718,205   

Broadcom, Ltd.

    133,485        23,596,143   

First Solar, Inc. (a) (b)

    26,182        840,180   

Intel Corp.

    1,592,085        57,744,923   

KLA-Tencor Corp.

    52,516        4,131,959   

Lam Research Corp.

    54,703        5,783,748   

Linear Technology Corp.

    80,749        5,034,700   

Microchip Technology, Inc. (a)

    72,573        4,655,558   

Micron Technology, Inc. (b)

    346,768        7,601,155   

NVIDIA Corp.

    181,079        19,328,373   

Qorvo, Inc. (a) (b)

    42,910        2,262,644   

QUALCOMM, Inc.

    496,166        32,350,023   

Skyworks Solutions, Inc. (a)

    62,425        4,660,651   

Texas Instruments, Inc.

    335,781        24,501,940   

Xilinx, Inc.

    84,832        5,121,308   
   

 

 

 
      216,849,931   
   

 

 

 
Software—4.3%  

Activision Blizzard, Inc.

    229,710      8,294,828   

Adobe Systems, Inc. (b)

    167,045        17,197,283   

Autodesk, Inc. (b)

    65,796        4,869,562   

CA, Inc. (a)

    105,280        3,344,746   

Citrix Systems, Inc. (b)

    52,397        4,679,576   

Electronic Arts, Inc. (b)

    101,377        7,984,452   

Intuit, Inc.

    81,918        9,388,622   

Microsoft Corp.

    2,612,160        162,319,622   

Oracle Corp.

    1,006,875        38,714,344   

Red Hat, Inc. (b)

    60,336        4,205,419   

Salesforce.com, Inc. (b)

    214,455        14,681,589   

Symantec Corp.

    209,440        5,003,522   
   

 

 

 
      280,683,565   
   

 

 

 
Specialty Retail—2.4%  

Advance Auto Parts, Inc. (a)

    24,743        4,184,536   

AutoNation, Inc. (a) (b)

    22,064        1,073,414   

AutoZone, Inc. (a) (b)

    9,696        7,657,804   

Bed Bath & Beyond, Inc.

    51,093        2,076,420   

Best Buy Co., Inc. (a)

    91,725        3,913,906   

CarMax, Inc. (a) (b)

    63,941        4,117,161   

Foot Locker, Inc.

    45,457        3,222,447   

Gap, Inc. (The) (a)

    73,703        1,653,895   

Home Depot, Inc. (The)

    409,246        54,871,704   

L Brands, Inc. (a)

    80,697        5,313,090   

Lowe’s Cos., Inc.

    292,228        20,783,255   

O’Reilly Automotive, Inc. (a) (b)

    31,735        8,835,341   

Ross Stores, Inc. (a)

    133,232        8,740,019   

Signet Jewelers, Ltd.

    23,376        2,203,422   

Staples, Inc. (a)

    218,554        1,977,914   

Tiffany & Co. (a)

    35,957        2,784,150   

TJX Cos., Inc. (The)

    219,009        16,454,146   

Tractor Supply Co.

    44,094        3,342,766   

Ulta Salon Cosmetics & Fragrance, Inc. (b)

    19,697        5,021,553   

Urban Outfitters, Inc. (a) (b)

    29,677        845,201   
   

 

 

 
      159,072,144   
   

 

 

 
Technology Hardware, Storage & Peripherals—3.7%  

Apple, Inc.

    1,791,412        207,481,338   

Hewlett Packard Enterprise Co.

    559,699        12,951,435   

HP, Inc.

    574,775        8,529,661   

NetApp, Inc.

    92,514        3,262,969   

Seagate Technology plc (a)

    98,946        3,776,769   

Western Digital Corp.

    95,906        6,516,812   
   

 

 

 
      242,518,984   
   

 

 

 
Textiles, Apparel & Luxury Goods—0.7%  

Coach, Inc. (a)

    94,189        3,298,499   

Hanesbrands, Inc. (a)

    126,972        2,738,786   

Michael Kors Holdings, Ltd. (b)

    55,179        2,371,594   

NIKE, Inc. - Class B

    448,895        22,817,333   

PVH Corp. (a)

    26,630        2,403,091   

Ralph Lauren Corp. (a)

    18,919        1,708,764   

Under Armour, Inc. - Class A (a) (b)

    61,728        1,793,198   

Under Armour, Inc. - Class C (b)

    62,073        1,562,377   

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

MetLife Stock Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description  

Shares/

Principal

Amount*

    Value  
Textiles, Apparel & Luxury Goods—(Continued)  

VF Corp.

    111,190      $ 5,931,987   
   

 

 

 
      44,625,629   
   

 

 

 
Tobacco—1.6%  

Altria Group, Inc.

    655,201        44,304,692   

Philip Morris International, Inc.

    521,182        47,682,941   

Reynolds American, Inc.

    277,820        15,569,033   
   

 

 

 
      107,556,666   
   

 

 

 
Trading Companies & Distributors—0.2%  

Fastenal Co.

    97,101        4,561,805   

United Rentals, Inc. (b)

    28,295        2,987,386   

WW Grainger, Inc. (a)

    18,412        4,276,187   
   

 

 

 
      11,825,378   
   

 

 

 
Water Utilities—0.1%  

American Water Works Co., Inc.

    59,801        4,327,200   
   

 

 

 

Total Common Stocks
(Cost $3,565,264,507)

      6,473,069,681   
   

 

 

 
Mutual Fund—0.7%   
Investment Company Security—0.7%  

SPDR S&P 500 ETF Trust
(Cost $43,175,086)

    196,000        43,811,880   
   

 

 

 
Short-Term Investments—0.5%   
Discount Notes—0.2%  

Fannie Mae
0.493%, 03/01/17 (e)

    1,525,000        1,523,744   

Federal Home Loan Bank
0.431%, 02/15/17 (e)

    5,025,000        5,022,000   

0.444%, 01/25/17 (e)

    2,600,000        2,599,397   

0.447%, 03/24/17 (e)

    3,925,000        3,920,463   
   

 

 

 
      13,065,604   
   

 

 

 
U.S. Treasury—0.3%  

U.S. Treasury Bills
0.385%, 03/16/17 (e)

    4,325,000        4,320,675   

0.431%, 02/16/17 (e)

    3,200,000        3,198,279   

0.474%, 03/09/17 (e)

    1,375,000        1,373,809   

0.515%, 03/23/17 (e)

    7,400,000        7,391,882   
   

 

 

 
      16,284,645   
   

 

 

 

Total Short-Term Investments
(Cost $29,351,301)

      29,350,249   
   

 

 

 
Securities Lending Reinvestments(f)— 6.5%   
Certificates of Deposit—4.1%  

Bank of Montreal London
Zero Coupon, 01/12/17

    5,996,179        5,998,904   
Certificates of Deposit—(Continued)  

Chiba Bank, Ltd., New York
0.870%, 01/10/17

    1,600,000      1,600,037   

Cooperative Rabobank UA New York
1.278%, 10/13/17 (g)

    8,000,000        8,001,800   

Credit Agricole Corporate and Investment Bank
1.274%, 04/12/17 (g)

    22,000,000        22,017,358   

Credit Industriel et Commercial
1.245%, 04/05/17 (g)

    7,000,000        7,003,780   

Credit Suisse AG New York
1.335%, 04/03/17 (g)

    9,000,000        9,001,971   

1.364%, 04/11/17 (g)

    16,500,000        16,503,597   

DG Bank New York
0.940%, 01/12/17

    8,000,000        8,000,424   

0.950%, 01/03/17

    1,000,000        1,000,007   

DNB NOR Bank ASA
1.130%, 07/28/17 (g)

    5,900,000        5,898,968   

ING Bank NV
1.265%, 04/18/17 (g)

    21,500,000        21,539,412   

KBC Bank NV
1.000%, 01/04/17

    1,000,000        1,000,000   

1.050%, 01/17/17

    20,000,000        20,002,400   

Landesbank Hessen-Thüringen London
Zero Coupon, 01/24/17

    1,895,640        1,899,183   

Mitsubishi UFJ Trust and Banking Corp.
1.364%, 04/11/17 (g)

    15,000,000        15,007,095   

Mizuho Bank, Ltd., New York
1.395%, 04/11/17 (g)

    10,000,000        10,003,010   

1.436%, 04/18/17 (g)

    15,500,000        15,504,867   

Natixis New York
1.262%, 04/07/17 (g)

    10,000,000        10,004,010   

Rabobank London
1.281%, 10/13/17 (g)

    7,000,000        7,016,789   

Royal Bank of Canada New York
1.145%, 04/04/17 (g)

    6,500,000        6,498,329   

1.281%, 10/13/17 (g)

    15,000,000        15,011,625   

Sumitomo Mitsui Banking Corp. New York
1.352%, 04/07/17 (g)

    10,000,000        10,005,100   

1.395%, 04/12/17 (g)

    10,000,000        10,011,404   

Sumitomo Mitsui Trust Bank, Ltd., New York
1.364%, 04/10/17 (g)

    13,000,000        13,005,031   

Svenska Handelsbanken New York
1.266%, 05/18/17 (g)

    15,000,000        15,002,610   

Wells Fargo Bank San Francisco N.A.
1.231%, 04/26/17 (g)

    6,400,000        6,401,792   

1.264%, 10/26/17 (g)

    6,200,000        6,204,235   
   

 

 

 
      269,143,738   
   

 

 

 
Commercial Paper—0.8%  

ABN AMRO Funding USA
0.910%, 01/11/17

    8,979,525        8,997,201   

Atlantic Asset Securitization LLC
0.990%, 01/12/17

    2,493,813        2,499,190   

Commonwealth Bank Australia
1.236%, 10/23/17 (g)

    7,000,000        7,003,934   

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

MetLife Stock Index Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments(f)—(Continued)

 

Security Description  

Principal

Amount*

    Value  
Commercial Paper—(Continued)  

Den Norske ASA
1.206%, 04/27/17 (g)

    5,900,000     $ 5,900,313  

Kells Funding LLC
1.040%, 01/19/17

    2,092,599       2,099,176  

Macquarie Bank, Ltd.
0.930%, 01/19/17

    997,623       999,383  

0.950%, 01/03/17

    11,972,133       11,998,716  

Ridgefield Funding Co. LLC
1.000%, 01/03/17

    4,987,500       4,999,715  

Sheffield Receivables Co.
1.050%, 01/06/17

    997,258       999,870  

Versailles Commercial Paper LLC
1.050%, 01/17/17

    6,480,283       6,497,094  

Victory Receivables Corp.
1.050%, 01/04/17

    1,495,669       1,499,893  
   

 

 

 
      53,494,485  
   

 

 

 
Repurchase Agreements—1.1%  

Deutsche Bank AG, London
Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $14,205,594 on 01/03/17, collateralized by various Common Stock with a value of $15,784,081.

    14,200,000       14,200,000  

Deutsche Bank Securities, Inc.
Repurchase Agreement dated 10/18/16 at 1.110% to be repurchased at $17,573,383 on 03/03/17, collateralized by various Common Stock with a value of $19,250,000.

    17,500,000       17,500,000  

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $12,410,083 on 01/03/17, collateralized by $63,861,451 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $12,657,637.

    12,409,448       12,409,448  

Merrill Lynch, Pierce, Fenner & Smith, Inc.
Repurchase Agreement dated 10/26/16 at 1.160% to be repurchased at $11,156,869 on 04/03/17, collateralized by various Common Stock with a value of $12,210,000.

    11,100,000       11,100,000  

Natixis
Repurchase Agreement dated 12/30/16 at 0.600% to be repurchased at $2,000,133 on 01/03/17, collateralized by $3,591,529 U.S. Government Agency and Treasury Obligations with rates ranging from 0.996% - 7.000%, maturity dates ranging from 01/15/20 - 12/01/46, with a value of $2,040,136.

    2,000,000       2,000,000  
Repurchase Agreements—(Continued)  

Natixis
Repurchase Agreement dated 12/28/16 at 0.750% to be repurchased at $15,002,500 on 01/05/17, collateralized by $24,076,040 U.S. Government Agency and Treasury Obligations with rates ranging from 0.000% - 4.672%, maturity dates ranging from 01/31/17 - 09/16/58, with a value of $15,301,881.

    15,000,000     15,000,000  
   

 

 

 
      72,209,448  
   

 

 

 
Time Deposits—0.5%  

Canadian Imperial Bank
0.520%, 01/03/17

    20,000,000       20,000,000  

OP Corporate Bank plc
1.010%, 01/04/17

    5,000,000       5,000,000  

Shinkin Central Bank
1.200%, 01/27/17

    1,800,000       1,800,000  

1.220%, 01/26/17

    8,600,000       8,600,000  
   

 

 

 
      35,400,000  
   

 

 

 

Total Securities Lending Reinvestments
(Cost $430,100,732)

      430,247,671  
   

 

 

 

Total Investments—106.4%
(Cost $4,067,891,626) (h)

      6,976,479,481  

Other assets and liabilities (net)—(6.4)%

      (418,346,746
   

 

 

 
Net Assets—100.0%     $ 6,558,132,735  
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $418,853,880 and the collateral received consisted of cash in the amount of $429,997,671. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(b) Non-income producing security.
(c) Affiliated Issuer. (See Note 7 of the Notes to Financial Statements for a summary of transactions in securities of affiliated issuers.)
(d) All or a portion of the security was pledged as collateral against open futures contracts. As of December 31, 2016, the market value of securities pledged was $15,478,850.
(e) The rate shown represents current yield to maturity.
(f) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(g) Variable or floating rate security. The stated rate represents the rate at December 31, 2016.
(h) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $4,182,470,779. The aggregate unrealized appreciation and depreciation of investments were $2,890,168,866 and $(96,160,164), respectively, resulting in net unrealized appreciation of $2,794,008,702 for federal income tax purposes.
(ETF)— Exchange-Traded Fund

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

MetLife Stock Index Portfolio

Schedule of Investments as of December 31, 2016

Futures Contracts

 

 

Futures Contracts—Long

   Expiration
Date
     Number of
Contracts
     Notional Amount      Unrealized
Depreciation
 

S&P 500 E-Mini Index Futures

     03/17/17        300        USD        33,817,167      $ (274,167
              

 

 

 

 

(USD)— United States Dollar

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1     Level 2     Level 3      Total  

Total Common Stocks*

   $ 6,473,069,681     $ —       $ —        $ 6,473,069,681  

Total Mutual Fund*

     43,811,880       —         —          43,811,880  
Short-Term Investments  

Discount Notes

     —         13,065,604       —          13,065,604  

U.S. Treasury

     —         16,284,645       —          16,284,645  

Total Short-Term Investments

     —         29,350,249       —          29,350,249  

Total Securities Lending Reinvestments*

     —         430,247,671       —          430,247,671  

Total Investments

   $ 6,516,881,561     $ 459,597,920     $ —        $ 6,976,479,481  
                                   

Collateral for Securities Loaned (Liability)

   $ —       $ (429,997,671   $ —        $ (429,997,671
Futures Contracts  

Futures Contracts (Unrealized Depreciation)

   $ (274,167   $ —       $ —        $ (274,167

 

*    See Schedule of Investments for additional detailed categorizations.

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

MetLife Stock Index Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

  

Investments at value (a) (b)

   $ 6,956,580,167   

Affiliated investments at value (c)

     19,899,314   

Cash

     76,485   

Receivable for:

  

Investments sold

     13,741,656   

Fund shares sold

     2,919,206   

Dividends

     8,359,727   

Prepaid expenses

     18,127   
  

 

 

 

Total Assets

     7,001,594,682   

Liabilities

  

Collateral for securities loaned

     429,997,671   

Payables for:

  

Fund shares redeemed

     10,699,236   

Variation margin on futures contracts

     133,500   

Accrued Expenses:

  

Management fees

     1,328,013   

Distribution and service fees

     450,076   

Deferred trustees’ fees

     113,326   

Other expenses

     740,125   
  

 

 

 

Total Liabilities

     443,461,947   
  

 

 

 

Net Assets

   $ 6,558,132,735   
  

 

 

 

Net Assets Consist of:

  

Paid in surplus

   $ 3,452,675,779   

Undistributed net investment income

     119,230,492   

Accumulated net realized gain

     77,912,776   

Unrealized appreciation on investments, affiliated investments and futures contracts

     2,908,313,688   
  

 

 

 

Net Assets

   $ 6,558,132,735   
  

 

 

 

Net Assets

  

Class A

   $ 4,347,488,522   

Class B

     1,988,239,659   

Class D

     64,298,283   

Class E

     144,156,099   

Class G

     13,950,172   

Capital Shares Outstanding*

  

Class A

     94,449,828   

Class B

     44,809,290   

Class D

     1,400,755   

Class E

     3,153,645   

Class G

     314,945   

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 46.03   

Class B

     44.37   

Class D

     45.90   

Class E

     45.71   

Class G

     44.29   

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments, excluding affiliated investments, was $4,052,798,666.
(b) Includes securities loaned at value of $418,853,880.
(c) Identified cost of affiliated investments was $15,092,960.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

  

Dividends (a)

   $ 141,507,925   

Dividends from affiliated investments

     587,951   

Interest

     115,796   

Securities lending income

     1,142,699   

Other income (b)

     127,591   
  

 

 

 

Total investment income

     143,481,962   

Expenses

  

Management fees

     15,725,187   

Administration fees

     204,111   

Custodian and accounting fees

     277,753   

Distribution and service fees—Class B

     4,763,244   

Distribution and service fees—Class D

     70,548   

Distribution and service fees—Class E

     211,674   

Distribution and service fees—Class G

     35,971   

Audit and tax services

     42,040   

Legal

     33,111   

Trustees’ fees and expenses

     45,245   

Shareholder reporting

     512,971   

Insurance

     42,827   

Miscellaneous

     345,210   
  

 

 

 

Total expenses

     22,309,892   

Less management fee waiver

     (768,511
  

 

 

 

Net expenses

     21,541,381   
  

 

 

 

Net Investment Income

     121,940,581   
  

 

 

 

Net Realized and Unrealized Gain

  
Net realized gain (loss) on:   

Investments

     200,568,403   

Affiliated investments

     (56,240

Futures contracts

     3,516,171   
  

 

 

 

Net realized gain

     204,028,334   
  

 

 

 
Net change in unrealized appreciation (depreciation) on:   

Investments

     370,126,101   

Affiliated investments

     2,145,426   

Futures contracts

     (45,251
  

 

 

 

Net change in unrealized appreciation

     372,226,276   
  

 

 

 

Net realized and unrealized gain

     576,254,610   
  

 

 

 

Net Increase in Net Assets From Operations

   $ 698,195,191   
  

 

 

 

 

(a) Net of foreign withholding taxes of $4,750.
(b) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-13


Metropolitan Series Fund

MetLife Stock Index Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

    

From Operations

    

Net investment income

   $ 121,940,581      $ 116,616,898   

Net realized gain

     204,028,334        285,658,755   

Net change in unrealized appreciation (depreciation)

     372,226,276        (327,512,527
  

 

 

   

 

 

 

Increase in net assets from operations

     698,195,191        74,763,126   
  

 

 

   

 

 

 

From Distributions to Shareholders

    

Net investment income

    

Class A

     (82,857,392     (73,614,161

Class B

     (34,449,077     (30,456,704

Class D

     (1,352,543     (1,804,092

Class E

     (2,620,458     (2,445,450

Class G

     (221,158     (50,027

Net realized capital gains

  

Class A

     (181,662,999     (177,074,360

Class B

     (86,318,673     (85,896,734

Class D

     (3,124,405     (4,613,354

Class E

     (6,212,616     (6,448,300

Class G

     (570,749     (146,175
  

 

 

   

 

 

 

Total distributions

     (399,390,070     (382,549,357
  

 

 

   

 

 

 

Increase (decrease) in net assets from capital share transactions

     22,715,272        (81,924,353
  

 

 

   

 

 

 

Total increase (decrease) in net assets

     321,520,393        (389,710,584

Net Assets

    

Beginning of period

     6,236,612,342        6,626,322,926   
  

 

 

   

 

 

 

End of period

   $ 6,558,132,735      $ 6,236,612,342   
  

 

 

   

 

 

 

Undistributed net investment income

  

End of period

   $ 119,230,492      $ 122,692,773   
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

        

Sales

     4,983,063      $ 217,058,335        4,408,353      $ 197,974,631   

Reinvestments

     6,272,715        264,520,391        5,596,975        250,688,521   

Redemptions

     (10,092,498     (444,409,066     (9,668,977     (436,539,916
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     1,163,280      $ 37,169,660        336,351      $ 12,123,236   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

        

Sales

     3,242,120      $ 138,068,372        2,909,978      $ 126,781,458   

Reinvestments

     2,967,267        120,767,750        2,685,287        116,353,438   

Redemptions

     (5,867,660     (249,825,548     (6,413,569     (280,296,296
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     341,727      $ 9,010,574        (818,304   $ (37,161,400
  

 

 

   

 

 

   

 

 

   

 

 

 

Class D

        

Sales

     384,822      $ 16,959,636        171,240      $ 7,839,888   

Reinvestments

     106,417        4,476,948        143,599        6,417,446   

Redemptions

     (1,004,553     (43,730,065     (1,514,796     (68,755,233
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (513,314   $ (22,293,481     (1,199,957   $ (54,497,899
  

 

 

   

 

 

   

 

 

   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-14


Metropolitan Series Fund

MetLife Stock Index Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class E

        

Sales

     67,984      $ 2,927,160        81,125      $ 3,612,139   

Reinvestments

     210,763        8,833,074        199,725        8,893,750   

Redemptions

     (405,732     (17,710,668     (514,709     (23,229,019
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (126,985   $ (5,950,434     (233,859   $ (10,723,130
  

 

 

   

 

 

   

 

 

   

 

 

 

Class G

        

Sales

     136,685      $ 5,693,057        248,691      $ 10,694,963   

Reinvestments

     19,486        791,907        4,535        196,202   

Redemptions

     (40,319     (1,706,011     (62,418     (2,556,325
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     115,852      $ 4,778,953        190,808      $ 8,334,840   
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase (decrease) derived from capital shares transactions

     $ 22,715,272        $ (81,924,353
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-15


Metropolitan Series Fund

MetLife Stock Index Portfolio

Financial Highlights

 

Selected per share data  
     Class A  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 44.04       $ 46.21       $ 42.58       $ 33.42       $ 29.60   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.89         0.85         0.79         0.71         0.67   

Net realized and unrealized gain (loss) on investments

     3.98         (0.26      4.66         9.72         3.95   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     4.87         0.59         5.45         10.43         4.62   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.90      (0.81      (0.74      (0.70      (0.57

Distributions from net realized capital gains

     (1.98      (1.95      (1.08      (0.57      (0.23
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (2.88      (2.76      (1.82      (1.27      (0.80
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 46.03       $ 44.04       $ 46.21       $ 42.58       $ 33.42   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     11.67         1.17         13.36         32.02         15.76   

Ratios/Supplemental Data

              

Gross ratio of expenses to average net assets (%)

     0.27         0.27         0.27         0.27         0.28   

Net ratio of expenses to average net assets (%) (c)

     0.26         0.26         0.26         0.26         0.27   

Ratio of net investment income to average net assets (%)

     2.02         1.88         1.81         1.87         2.08   

Portfolio turnover rate (%)

     8         9         12         12         12   

Net assets, end of period (in millions)

   $ 4,347.5       $ 4,108.5       $ 4,295.4       $ 4,059.9       $ 3,303.3   
     Class B  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 42.55       $ 44.73       $ 41.27       $ 32.43       $ 28.76   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.75         0.71         0.66         0.60         0.57   

Net realized and unrealized gain (loss) on investments

     3.84         (0.25      4.52         9.43         3.83   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     4.59         0.46         5.18         10.03         4.40   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.79      (0.69      (0.64      (0.62      (0.50

Distributions from net realized capital gains

     (1.98      (1.95      (1.08      (0.57      (0.23
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (2.77      (2.64      (1.72      (1.19      (0.73
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 44.37       $ 42.55       $ 44.73       $ 41.27       $ 32.43   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     11.38         0.91         13.10         31.70         15.43   

Ratios/Supplemental Data

              

Gross ratio of expenses to average net assets (%)

     0.52         0.52         0.52         0.52         0.53   

Net ratio of expenses to average net assets (%) (c)

     0.51         0.51         0.51         0.51         0.52   

Ratio of net investment income to average net assets (%)

     1.77         1.63         1.56         1.62         1.83   

Portfolio turnover rate (%)

     8         9         12         12         12   

Net assets, end of period (in millions)

   $ 1,988.2       $ 1,892.0       $ 2,025.6       $ 1,928.0       $ 1,615.0   

Please see following page for Financial Highlights footnote legend.

 

See accompanying notes to financial statements.

 

MSF-16


Metropolitan Series Fund

MetLife Stock Index Portfolio

Financial Highlights

 

Selected per share data  
     Class D  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 43.93       $ 46.10       $ 42.46       $ 33.32       $ 29.52   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

              

Net investment income (a)

     0.84         0.80         0.73         0.66         0.63   

Net realized and unrealized gain (loss) on investments

     3.97         (0.26      4.67         9.71         3.94   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     4.81         0.54         5.40         10.37         4.57   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

              

Distributions from net investment income

     (0.86      (0.76      (0.68      (0.66      (0.54

Distributions from net realized capital gains

     (1.98      (1.95      (1.08      (0.57      (0.23
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (2.84      (2.71      (1.76      (1.23      (0.77
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 45.90       $ 43.93       $ 46.10       $ 42.46       $ 33.32   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     11.54         1.07         13.26         31.91         15.62   

Ratios/Supplemental Data

              

Gross ratio of expenses to average net assets (%)

     0.37         0.37         0.37         0.37         0.38   

Net ratio of expenses to average net assets (%) (c)

     0.36         0.36         0.36         0.36         0.37   

Ratio of net investment income to average net assets (%)

     1.92         1.76         1.70         1.77         1.97   

Portfolio turnover rate (%)

     8         9         12         12         12   

Net assets, end of period (in millions)

   $ 64.3       $ 84.1       $ 143.5       $ 237.5       $ 297.3   
     Class E  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 43.75       $ 45.92       $ 42.32       $ 33.22       $ 29.44   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.81         0.78         0.72         0.65         0.62   

Net realized and unrealized gain (loss) on investments

     3.97         (0.26      4.64         9.67         3.92   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     4.78         0.52         5.36         10.32         4.54   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.84      (0.74      (0.68      (0.65      (0.53

Distributions from net realized capital gains

     (1.98      (1.95      (1.08      (0.57      (0.23
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (2.82      (2.69      (1.76      (1.22      (0.76
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 45.71       $ 43.75       $ 45.92       $ 42.32       $ 33.22   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     11.50         1.02         13.20         31.83         15.54   

Ratios/Supplemental Data

              

Gross ratio of expenses to average net assets (%)

     0.42         0.42         0.42         0.42         0.43   

Net ratio of expenses to average net assets (%) (c)

     0.41         0.41         0.41         0.41         0.42   

Ratio of net investment income to average net assets (%)

     1.87         1.73         1.66         1.72         1.92   

Portfolio turnover rate (%)

     8         9         12         12         12   

Net assets, end of period (in millions)

   $ 144.2       $ 143.5       $ 161.4       $ 164.9       $ 147.9   

 

See accompanying notes to financial statements.

 

MSF-17


Metropolitan Series Fund

MetLife Stock Index Portfolio

Financial Highlights

 

 

Selected per share data                     
     Class G  
     Year Ended December 31,  
     2016      2015      2014(d)  

Net Asset Value, Beginning of Period

   $ 42.48       $ 44.64       $ 44.10   
  

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

        

Net investment income (a)

     0.73         0.70         0.09   

Net realized and unrealized gain (loss) on investments

     3.83         (0.24      0.45   
  

 

 

    

 

 

    

 

 

 

Total from investment operations

     4.56         0.46         0.54   
  

 

 

    

 

 

    

 

 

 

Less Distributions

        

Distributions from net investment income

     (0.77      (0.67      0.00   

Distributions from net realized capital gains

     (1.98      (1.95      0.00   
  

 

 

    

 

 

    

 

 

 

Total distributions

     (2.75      (2.62      0.00   
  

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 44.29       $ 42.48       $ 44.64   
  

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     11.32         0.91         1.22  (e) 

Ratios/Supplemental Data

        

Gross ratio of expenses to average net assets (%)

     0.57         0.57         0.58  (f) 

Net ratio of expenses to average net assets (%) (c)

     0.56         0.56         0.57  (f) 

Ratio of net investment income to average net assets (%)

     1.72         1.64         1.54  (f) 

Portfolio turnover rate (%)

     8         9         12   

Net assets, end of period (in millions)

   $ 14.0       $ 8.5       $ 0.4   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(c) Includes the effects of management fee waivers (see Note 6 of the Notes to Financial Statements).
(d) Commencement of operations was November 12, 2014.
(e) Periods less than one year are not computed on an annualized basis.
(f) Computed on an annualized basis.

 

See accompanying notes to financial statements.

 

MSF-18


Metropolitan Series Fund

MetLife Stock Index Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is MetLife Stock Index Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers five classes of shares: Class A, B, D, E and G shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946- Financial Services- Investment Companies and Topic 820- Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to authorization

 

MSF-19


Metropolitan Series Fund

MetLife Stock Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to adjustments to prior period accumulated balances and real estate investment trust (REIT) adjustments. These adjustments have no impact on net assets or the results of operations.

 

MSF-20


Metropolitan Series Fund

MetLife Stock Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $ 72,209,448. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

All securities on loan are classified as Common Stocks in the Portfolio’s Schedule of Investments as of December 31, 2016, with a contractual maturity of overnight and continuous.

 

MSF-21


Metropolitan Series Fund

MetLife Stock Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

3. Investments in Derivative Instruments

Futures Contracts - The Portfolio may buy and sell futures contracts as a hedge, to maintain investment exposure to a target asset class or to enhance return. The Portfolio may be subject to fluctuations in equity prices, interest rates, commodity prices, and foreign currency exchange rates in the normal course of pursuing its investment objective. Futures contracts are standardized agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other asset. The Portfolio must deposit an amount (“initial margin”) equal to a certain percentage of the face value of the futures contract. The initial margin may be in the form of cash or securities, which is returned when the Portfolio’s obligations under the contract have been satisfied. If cash is deposited as the initial margin, it is shown as cash collateral on the Statement of Assets and Liabilities. Futures contracts are marked-to-market daily, and subsequent payments (“variation margin”) are made or received by the Portfolio depending on whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities and as a component of net change in unrealized appreciation/depreciation on the Statement of Operations. When the contract is closed or expires, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Risks of entering into futures contracts (and related options) include the possibility that the market for these instruments may be illiquid and that a change in the value of the contract or option may not correlate perfectly with changes in the value of the underlying instrument. If futures contracts are exchange-traded, the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures contracts against default. For OTC futures, the Portfolio’s ability to terminate the positions may be more limited than in the case of exchange-traded positions and may also involve the risk that securities dealers participating in such transactions would fail to meet their obligations to the Portfolio.

The following table summarizes the fair value of derivatives held by the Portfolio at December 31, 2016 by category of risk exposure:

 

    

Liability Derivatives

 

Risk Exposure

  

Statement of Assets &
Liabilities Location

   Fair Value  

Equity

   Unrealized depreciation on futures contracts (a)      274,167  
     

 

 

 

 

  (a) Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments. Only the current day’s variation margin is reported within the Statement of Assets and Liabilities.

The following tables summarize the effect of derivative instruments on the Statement of Operations, classified by derivative type and category of risk exposure, for the year ended December 31, 2016:

 

Statement of Operations Location—Net Realized Gain (Loss)

   Equity  

Futures contracts

   $ 3,516,171  
  

 

 

 

Statement of Operations Location—Net Change in Unrealized Appreciation (Depreciation)

   Equity  

Futures contracts

   $ (45,251
  

 

 

 

For the year ended December 31, 2016, the average notional par or face amount outstanding for each derivative type was as follows:

 

Derivative Description

   Average
Notional Par or
Face Amount‡
 

Futures contracts long

   $ 15,000  
  

 

 

 

 

  Averages are based on activity levels during the year.

4. Certain Risks

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements

 

MSF-22


Metropolitan Series Fund

MetLife Stock Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Customer Account Agreements and related addenda govern cleared derivatives transactions such as futures, options on futures, and cleared OTC derivatives. Cleared derivative transactions require posting of initial margin as determined by each relevant clearing agency, which is segregated at a broker account registered with the Commodities Futures Trading Commission (“CFTC”), or the applicable regulator. In the U.S., counterparty risk is significantly reduced as creditors of the futures broker do not have claim to Portfolio assets in the segregated account. Additionally, portability of exposure in the event of default further reduces risk to the Portfolio. Variation margin, or changes in market value, are exchanged daily, but may not be netted between futures and cleared OTC derivatives.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

5. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 515,926,966      $ 0      $ 745,618,856  

6. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the annual rate of 0.250% of average daily net assets. Fees earned by MetLife Advisers with respect to the Portfolio for the year ended December 31, 2016 were $15,725,187.

MetLife Advisers has entered into an investment subadvisory agreement with MetLife Investment Advisors, LLC (“MIA”) with respect to managing the Portfolio. For providing subadvisory services to the Portfolio, MetLife Advisers has agreed to pay MIA an investment subadvisory fee for each class of the Portfolio as follows:

 

% per annum

   Average Daily Net Assets
0.020%    On the first $500 million
0.015%    Of the next $500 million
0.010%    Of the next $1 billion
0.005%    On amounts over $2 billion

Fees earned by MIA with respect to the Portfolio for the year ended December 31, 2016 were $489,504.

Management Fee Waiver - Pursuant to a management fee waiver agreement, the Adviser has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum

   Average Daily Net Assets
0.005%    Over $500 million and under $1 billion
0.010%    Of the next $1 billion
0.015%    On amounts over $2 billion

An identical agreement was in place for the period May 1, 2015 to April 30, 2016. Amounts waived for the year ended December 31, 2016 are shown as a management fee waiver in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

 

MSF-23


Metropolitan Series Fund

MetLife Stock Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B, D, E, and G Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B, D, E, and G Shares. Under the Distribution and Service Plan, the Class B, D, E, and G Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B, D, E, and G Shares of the Portfolio. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares, 0.10% per year for Class D Shares, 0.15% per year for Class E Shares, and 0.30% per year for Class G Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

7. Transactions in Securities of Affiliated Issuers

A summary of the Portfolio’s transactions in the securities of affiliated issuers during the year ended December 31, 2016 is as follows:

 

Security Description

   Number of
shares held at
December 31, 2015
     Shares
purchased
     Shares
sold
    Number of
shares held at
December 31, 2016
     Realized Loss on
shares sold
    Income earned
from affiliates
during the
period
 

MetLife, Inc.

     380,176        3,623        (14,541     369,258      $ (56,240   $ 587,951  

8. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

9. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$130,333,642    $ 114,006,177      $ 269,056,428      $ 268,543,180      $ 399,390,070      $ 382,549,357  

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
     Total  
$128,199,537    $ 183,362,044      $ 2,794,008,700      $      $ 3,105,570,281  

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

 

MSF-24


Metropolitan Series Fund

MetLife Stock Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

As of December 31, 2016, the Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

10. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-25


Metropolitan Series Fund

MetLife Stock Index Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of MetLife Stock Index Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of MetLife Stock Index Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MetLife Stock Index Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-26


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-27


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and
MSF) to
present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-28


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST) to
present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF) to
present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF) to
present
   Vice President, MetLife, Inc. (2013- present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST) to
present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-29


Metropolitan Series Fund

MetLife Stock Index Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-30


Metropolitan Series Fund

MetLife Stock Index Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee

 

MSF-31


Metropolitan Series Fund

MetLife Stock Index Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

* * *

MetLife Stock Index Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and MetLife Investment Advisors, LLC regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe and its Lipper Index for the one-, three-, and five-year periods ended June 30, 2016. The Board further considered that the Portfolio underperformed its benchmark, the S&P 500 Index, for the one-, three-, and five-year periods ended October 31, 2016.

The Board also considered that the Portfolio’s actual management fees were above the Expense Group median and the Expense Universe median and equal to the Sub-advised Expense Universe median. The Board also noted that the Portfolio’s total expenses (exclusive of 12b-1 fees) were above the Expense Group median and below the Expense Universe median and the Sub-advised Expense Universe median. The Board further noted that the Portfolio’s contractual management fees were above the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also took into account that the Portfolio’s contractual sub-advisory fees were below the averages of the Sub-advised Expense Group and Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-32


Metropolitan Series Fund

MetLife Stock Index Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-33


Metropolitan Series Fund

MetLife Stock Index Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-34


Metropolitan Series Fund

MetLife Stock Index Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-35


Metropolitan Series Fund

MetLife Stock Index Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreements (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and MetLife Investment Advisors, LLC (“MLIA”), an affiliate of the Adviser, for the MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio), MetLife Stock Index Portfolio, MetLife Mid Cap Stock Index Portfolio, Russell 2000® Index Portfolio and MSCI EAFE® Index Portfolio, each a series of MSF, and for MetLife Multi-Index Targeted Risk Portfolio, a series of MIST (the “MLIA Sub-Advised Portfolios”), each of which is sub-advised by MLIA. At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”) for each of the MLIA Sub-Advised Portfolios, and recommended that the shareholders of the Trusts approve the New Sub-Advisory Agreements. Information about the Board’s considerations and process is set forth below.

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

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

1. The Independent Trustees of the Board solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

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

3. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the MLIA Sub-Advised Portfolios to continue receiving sub-advisory services from MLIA following the change in control of the Adviser.

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

5. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Sub-Advisory Agreements.

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

7. The Board considered that, if shareholders approve the New Sub-Advisory Agreements, the Board, the Adviser, and MLIA will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of MLIA to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the MLIA Sub-Advised Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

 

MSF-36


Metropolitan Series Fund

MetLife Stock Index Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements—(Continued)

 

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

In the event that approval of the New Sub-Advisory Agreements by shareholders of the MLIA Sub-Advised Portfolios has not been obtained before the termination of the Current Sub-Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim sub-advisory agreement with MLIA (the “Interim Sub-Advisory Agreement”) on behalf of each MLIA Sub-Advised Portfolio that will go into effect upon the termination of the Current Sub-Advisory Agreements. The Board’s determination to approve each Interim Sub-Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Sub-Advisory Agreements so as to ensure continuity of sub-advisory services from MLIA to the MLIA Sub-Advised Portfolios following the termination of the Current Sub-Advisory Agreements.

 

MSF-37


Metropolitan Series Fund

MFS Total Return Portfolio

Managed by Massachusetts Financial Services Company

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, E, and F shares of the MFS Total Return Portfolio returned 9.20%, 8.92%, 9.03%, and 8.97%, respectively. The Portfolio’s benchmarks, the Standard & Poor’s (“S&P”) 500 Index1 and the Bloomberg Barclays U.S. Aggregate Bond Index2, returned 11.96% and 2.65%, respectively. A blend of the S&P 500 Index (60%) and the Bloomberg Barclays U.S. Aggregate Bond Index (40%) returned 8.31%.

MARKET ENVIRONMENT/CONDITIONS

Sluggish global growth weighed on both developed and emerging market (“EM”) economies during much of the reporting period, though signs of improved growth became evident in late 2016. The U.S. Federal Reserve increased interest rates by 25 basis points at the end of the period, the second hike of the cycle which began in December 2015. Globally, however, central bank policy remained highly accommodative, which forced many government, and even some corporate, bond yields into negative territory during the period. During the first half of the year, the United Kingdom voted to leave the European Union (“EU”), beginning a multi-year process of negotiation in order to achieve “Brexit.” While markets initially reacted to the vote with alarm, the spillover to European and EM economies was relatively short-lived, although risks of further hits to EU cohesiveness could re-emerge. Late in the period, the surprising U.S. presidential election outcome prompted a significant rally in equities and a rise in bond yields in anticipation of a reflationary policy mix from the incoming Trump administration.

Headwinds from lower energy and commodity prices, which had spread beyond the Energy, Materials, and Industrial sectors early in the reporting period, abated later in the year as stabilizing oil prices helped push energy earnings higher relative to expectations. A sharp rise in the U.S. dollar was a headwind for multinationals late in the period. The sharp rise in the U.S. dollar also weighed on earnings. U.S. consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. Demand for autos reached near-record territory, while the housing market continued its recovery. Slow global trade continued to mirror slow global growth, particularly for many EM countries. That said, EM countries began to show signs of a modest upturn in activity along with adjustment in their external accounts. These improved conditions appeared to have reassured investors and contributed to record inflows into the asset class during July and August as negative yields for an increasing share of developed market bonds drove yield-hungry investors further out on the risk spectrum. Similar investor inflows were experienced in the investment grade and high yield corporate markets. Late in the reporting period, however, new challenges emerged for emerging markets debt (“EMD”) as a result of the U.S. presidential election, which raised concerns about the potential for a protectionist turn in U.S. trade policy which could negatively impact EM economies. These concerns, along with rising expectations for U.S. growth, inflation and rates, have turned the tables on flows into EMD. Since the election, flows have reversed. As of the end of the period, the markets seemed to be in “wait-and-see” mode, looking for evidence to either confirm or refute the repricing of risk that has occurred since Election Day.

PORTFOLIO REVIEW/PERIOD END POSITIONING

The Portfolio outperformed its blended benchmark for the period. Within the equity portion of the Portfolio, an overweight position in the Financials sector aided performance relative to the S&P 500 Index. Most notably, the Portfolio’s overweight holdings of global financial services firms JPMorgan Chase, Goldman Sachs Group, Bank of America, and insurance company Prudential Financial aided relative performance as all four companies outperformed the S&P 500 Index during the reporting period.

Stock selection within the Consumer Discretionary sector also helped boost relative results. Within this sector, overweight holdings of media firm Time Warner and cable services provider Charter Communications bolstered relative performance. Not owning shares of athletic shoes and apparel manufacturer NIKE further supported relative results.

In other sectors, the Portfolio’s underweight positions in holding company Alphabet and biotech firm Gilead Sciences strengthened relative performance as both stocks underperformed the S&P 500 Index during the reporting period. Not owning shares of biotechnology medicines company Amgen also boosted relative returns.

Within the fixed income portion of the Portfolio, a greater exposure to both the corporate industrials and corporate financials sectors, a lesser exposure to U.S. Treasuries, and an overweight position to commercial mortgage backed securities (“CMBS”) aided performance relative to the Bloomberg Barclays U.S. Aggregate Bond Index.

Within the equity portion of the Portfolio, stock selection within both the Energy and Materials sectors was a primary detractor from performance relative to the S&P 500 Index. However, no individual stocks with the Energy sector were amongst the Portfolio’s top relative detractors during the reporting period. Within the Materials sector, an overweight position in chemical company PPG Industries further weighed on relative results.

Stock selection within the Telecommunications Services sector also detracted from relative performance. The Portfolio’s underweight position in Telecommunication Services provider AT&T weakened relative returns.

Elsewhere, overweight positions in drugstore retailer CVS, diversified financial services firm Wells Fargo, pharmaceutical company Eli Lilly, and pharmaceutical and medical products maker Abbott Laboratories hurt relative performance. Not owning shares of computer graphics processors maker NVIDIA, health insurance and Medicare/Medicaid provider UnitedHealth Group, and insurance and investment firm Berkshire Hathaway also dampened relative results. The

 

MSF-1


Metropolitan Series Fund

MFS Total Return Portfolio

Managed by Massachusetts Financial Services Company

Portfolio Manager Commentary*—(Continued)

 

Portfolio’s holdings of motor vehicle manufacturer Kia Motors weighed on relative returns.

During the reporting period, within the equity portion of the Portfolio, the Portfolio’s relative currency exposure resulting primarily from differences between the Portfolio’s and the benchmark’s exposures to holdings of securities denominated in foreign currencies, was another detractor from relative performance. All of MFS’ investment decisions are driven by the fundamentals of each individual opportunity and as such, it is common for our portfolios to have different currency exposure than the benchmark.

Within the fixed income portion of the Portfolio, security selection within corporate bonds rated in the “BBB” credit quality segment was a primary detractor from performance relative to the Bloomberg Barclays U.S. Aggregate Bond Index.

For the twelve-month period ending December 31, 2016, the equity portion of the Portfolio increased its exposure to Industrials and Financials while decreasing exposure to Health Care and Consumer Discretionary. Within the fixed income portion, the Portfolio slightly increased its weighting in government and municipal securities while slightly decreasing its weighting in CMBS.

Brooks Taylor

Steven Gorham

Nevin Chitkara

Jonathan Sage

Richard Hawkins

William Douglas

Joshua Marston

Portfolio Managers

Massachusetts Financial Services Company

 

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-2


Metropolitan Series Fund

MFS Total Return Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE S&P 500 INDEX & THE BLOOMBERG BARCLAYS U.S. AGGREGATE BOND INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
MFS Total Return Portfolio                 

Class A

       9.20          9.48          5.50  

Class B

       8.92          9.21          5.24  

Class E

       9.03          9.31          5.34  

Class F

       8.97          9.26          5.29  
Bloomberg Barclays U.S. Aggregate Bond Index        2.65          2.23          4.34  
S&P 500 Index        11.96          14.66          6.95  

1 The Standard & Poor’s (S&P) 500 Index is an unmanaged index consisting of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-weighted index (stock price times number of shares outstanding) with each stock’s weight in the Index proportionate to its market value.

2 The Bloomberg Barclays U.S. Aggregate Bond Index is a broad based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities, asset-backed securities, and commercial mortgage-backed securities.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Equity Sectors

 

     % of
Net Assets
 
Financials      14.4  
Industrials      7.9  
Health Care      7.8  
Consumer Staples      7.1  
Information Technology      6.3  

 

Top Fixed Income Sectors

 

     % of
Net Assets
 
U.S. Treasury & Government Agencies      24.6  
Corporate Bonds & Notes      11.9  
Mortgage-Backed Securities      1.6  
Asset-Backed Securities      1.0  
Municipals      0.4  

Top Equity Holdings

 

     % of
Net Assets
 
JPMorgan Chase & Co.      2.4  
Philip Morris International, Inc.      1.6  
Johnson & Johnson      1.1  
Travelers Cos., Inc. (The)      1.1  
Comcast Corp.      1.1  

 

Top Fixed Income Issuers

 

     % of
Net Assets
 
U.S. Treasury Notes      9.6  
Fannie Mae 30 Yr. Pool      5.3  
U.S. Treasury Bonds      3.3  
Freddie Mac 30 Yr. Gold Pool      3.0  
Freddie Mac Multifamily Structured Pass-Through Certificates      1.0  

 

MSF-3


Metropolitan Series Fund

MFS Total Return Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

MFS Total Return Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A

   Actual      0.60    $ 1,000.00         $ 1,033.10         $ 3.07   
   Hypothetical*      0.60    $ 1,000.00         $ 1,022.12         $ 3.05   

Class B

   Actual      0.85    $ 1,000.00         $ 1,031.80         $ 4.34   
   Hypothetical*      0.85    $ 1,000.00         $ 1,020.86         $ 4.32   

Class E

   Actual      0.75    $ 1,000.00         $ 1,032.30         $ 3.83   
   Hypothetical*      0.75    $ 1,000.00         $ 1,021.37         $ 3.81   

Class F

   Actual      0.80    $ 1,000.00         $ 1,032.00         $ 4.09   
   Hypothetical*      0.80    $ 1,000.00         $ 1,021.12         $ 4.06   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

 

MSF-4


Metropolitan Series Fund

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—58.5% of Net Assets

 

Security Description   Shares     Value  
Aerospace & Defense—2.1%  

L3 Technologies, Inc.

    8,413     $ 1,279,702  

Lockheed Martin Corp.

    16,582       4,144,505  

Northrop Grumman Corp.

    24,380       5,670,300  

Orbital ATK, Inc.

    6,048       530,591  

United Technologies Corp.

    59,839       6,559,551  
   

 

 

 
      18,184,649  
   

 

 

 
Air Freight & Logistics—0.5%  

United Parcel Service, Inc. - Class B

    34,148       3,914,727  
   

 

 

 
Airlines—0.4%  

Copa Holdings S.A. - Class A

    22,495       2,043,221  

Delta Air Lines, Inc.

    25,929       1,275,447  
   

 

 

 
      3,318,668  
   

 

 

 
Auto Components—0.3%  

Delphi Automotive plc

    36,615       2,466,020  
   

 

 

 
Automobiles—0.5%  

General Motors Co.

    39,085       1,361,721  

Harley-Davidson, Inc.

    14,940       871,600  

Hyundai Motor Co.

    8,320       999,589  

Kia Motors Corp.

    40,812       1,324,243  
   

 

 

 
      4,557,153  
   

 

 

 
Banks—6.6%  

Bank of America Corp.

    322,919       7,136,510  

BB&T Corp. (b)

    34,129       1,604,746  

BNP Paribas S.A.

    11,300       719,826  

Citigroup, Inc.

    67,799       4,029,295  

JPMorgan Chase & Co.

    242,709       20,943,360  

PNC Financial Services Group, Inc. (The)

    38,988       4,560,036  

Royal Bank of Canada

    36,562       2,474,501  

Sumitomo Mitsui Financial Group, Inc.

    42,000       1,592,222  

SunTrust Banks, Inc.

    17,574       963,934  

U.S. Bancorp

    125,076       6,425,154  

Wells Fargo & Co.

    109,429       6,030,632  
   

 

 

 
      56,480,216  
   

 

 

 
Beverages—0.6%  

Coca-Cola Co. (The)

    22,633       938,364  

Coca-Cola European Partners plc (b)

    22,956       720,818  

Diageo plc

    104,351       2,699,675  

PepsiCo, Inc.

    7,696       805,233  
   

 

 

 
      5,164,090  
   

 

 

 
Biotechnology—0.2%  

Celgene Corp. (a)

    6,427       743,925  

Gilead Sciences, Inc.

    11,031       789,930  
   

 

 

 
      1,533,855  
   

 

 

 
Building Products—1.0%  

Johnson Controls International plc

    137,553       5,665,808  
Building Products—(Continued)  

Owens Corning

    65,666     3,385,739  
   

 

 

 
      9,051,547  
   

 

 

 
Capital Markets—3.7%  

Bank of New York Mellon Corp. (The)

    117,711       5,577,147  

BlackRock, Inc.

    7,872       2,995,611  

Blackstone Group L.P. (The)

    34,531       933,373  

Charles Schwab Corp. (The)

    22,576       891,075  

Franklin Resources, Inc.

    45,257       1,791,272  

Goldman Sachs Group, Inc. (The)

    30,494       7,301,788  

Moody’s Corp.

    10,497       989,552  

Morgan Stanley

    96,629       4,082,575  

Nasdaq, Inc.

    28,213       1,893,657  

S&P Global, Inc.

    3,008       323,480  

State Street Corp.

    43,707       3,396,908  

UBS Group AG

    90,928       1,423,472  
   

 

 

 
      31,599,910  
   

 

 

 
Chemicals—1.7%  

AdvanSix, Inc. (a)

    1       22  

Axalta Coating Systems, Ltd. (a) (b)

    48,377       1,315,854  

Celanese Corp. - Series A

    16,156       1,272,124  

E.I. du Pont de Nemours & Co.

    27,970       2,052,998  

LyondellBasell Industries NV - Class A

    20,764       1,781,136  

Monsanto Co.

    16,911       1,779,206  

PPG Industries, Inc.

    59,551       5,643,053  

Sherwin-Williams Co. (The)

    3,570       959,402  
   

 

 

 
      14,803,795  
   

 

 

 
Commercial Services & Supplies—0.1%  

Transcontinental, Inc. - Class A (b)

    50,849       840,382  
   

 

 

 
Communications Equipment—0.7%  

Cisco Systems, Inc.

    159,028       4,805,826  

Motorola Solutions, Inc. (b)

    10,271       851,363  
   

 

 

 
      5,657,189  
   

 

 

 
Consumer Finance—0.5%  

American Express Co.

    21,315       1,579,015  

Discover Financial Services

    32,969       2,376,735  
   

 

 

 
      3,955,750  
   

 

 

 
Containers & Packaging—0.1%  

Crown Holdings, Inc. (a)

    15,081       792,808  
   

 

 

 
Distributors—0.1%  

LKQ Corp. (a)

    32,417       993,581  
   

 

 

 
Diversified Telecommunication Services—1.3%  

AT&T, Inc. (b)

    22,725       966,494  

Frontier Communications Corp. (b)

    148,871       503,184  

TDC A/S (a)

    127,843       656,367  

Telefonica Brasil S.A. (ADR) (b)

    48,618       650,509  

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Diversified Telecommunication Services—(Continued)  

Verizon Communications, Inc.

    152,366      $ 8,133,297   
   

 

 

 
      10,909,851   
   

 

 

 
Electric Utilities—1.4%  

American Electric Power Co., Inc.

    25,730        1,619,961   

Duke Energy Corp.

    27,407        2,127,331   

Exelon Corp.

    93,947        3,334,179   

FirstEnergy Corp.

    21,982        680,783   

PPL Corp.

    88,101        2,999,839   

SSE plc

    37,804        722,672   

Xcel Energy, Inc.

    12,525        509,767   
   

 

 

 
      11,994,532   
   

 

 

 
Electrical Equipment—0.3%  

Eaton Corp. plc

    38,603        2,589,875   
   

 

 

 
Energy Equipment & Services—0.3%  

Schlumberger, Ltd.

    32,809        2,754,316   
   

 

 

 
Equity Real Estate Investment Trusts—0.7%  

Medical Properties Trust, Inc. (b)

    251,147        3,089,108   

STORE Capital Corp. (b)

    55,054        1,360,385   

Washington Prime Group, Inc. (b)

    123,252        1,283,053   
   

 

 

 
      5,732,546   
   

 

 

 
Food & Staples Retailing—1.0%  

CVS Health Corp.

    88,003        6,944,317   

Kroger Co. (The) (b)

    26,053        899,089   

Wal-Mart Stores, Inc.

    11,449        791,355   
   

 

 

 
      8,634,761   
   

 

 

 
Food Products—2.2%  

Archer-Daniels-Midland Co.

    82,111        3,748,367   

Bunge, Ltd.

    12,708        918,026   

Danone S.A.

    23,829        1,508,265   

General Mills, Inc.

    47,336        2,923,945   

J.M. Smucker Co. (The)

    6,985        894,499   

Kellogg Co. (b)

    14,891        1,097,616   

Marine Harvest ASA (a)

    95,274        1,718,042   

Mead Johnson Nutrition Co.

    19,257        1,362,625   

Mondelez International, Inc. - Class A

    24,871        1,102,531   

Nestle S.A.

    55,241        3,962,221   
   

 

 

 
      19,236,137   
   

 

 

 
Health Care Equipment & Supplies—2.2%  

Abbott Laboratories

    121,067        4,650,183   

Danaher Corp.

    65,923        5,131,446   

Medtronic plc

    79,916        5,692,417   

St. Jude Medical, Inc.

    28,724        2,303,378   

Zimmer Biomet Holdings, Inc. (b)

    13,313        1,373,902   
   

 

 

 
      19,151,326   
   

 

 

 
Health Care Providers & Services—0.6%  

Cigna Corp.

    13,387        1,785,692   
Health Care Providers & Services—(Continued)  

Express Scripts Holding Co. (a)

    14,250      980,257   

HCA Holdings, Inc. (a) (b)

    5,516        408,294   

McKesson Corp.

    17,188        2,414,055   
   

 

 

 
      5,588,298   
   

 

 

 
Hotels, Restaurants & Leisure—0.6%  

Aramark (b)

    33,249        1,187,654   

Brinker International, Inc. (b)

    25,975        1,286,542   

Marriott International, Inc. - Class A

    12,193        1,008,117   

Starbucks Corp.

    10,830        601,282   

Yum! Brands, Inc.

    20,280        1,284,332   
   

 

 

 
      5,367,927   
   

 

 

 
Household Durables—0.0%  

Newell Brands, Inc. (b)

    6,235        278,393   
   

 

 

 
Household Products—0.6%  

Kimberly-Clark Corp.

    9,676        1,104,225   

Procter & Gamble Co. (The)

    38,207        3,212,445   

Reckitt Benckiser Group plc

    10,380        877,466   
   

 

 

 
      5,194,136   
   

 

 

 
Industrial Conglomerates—1.5%  

3M Co.

    34,335        6,131,201   

Honeywell International, Inc.

    56,766        6,576,341   
   

 

 

 
      12,707,542   
   

 

 

 
Insurance—3.5%  

Aon plc

    38,632        4,308,627   

Chubb, Ltd.

    54,620        7,216,394   

Prudential Financial, Inc.

    56,628        5,892,710   

Travelers Cos., Inc. (The)

    77,374        9,472,125   

Validus Holdings, Ltd. (b)

    12,271        675,028   

Zurich Insurance Group AG (a)

    8,256        2,267,605   
   

 

 

 
      29,832,489   
   

 

 

 
Internet & Direct Marketing Retail—0.1%  

Amazon.com, Inc. (a)

    1,045        783,614   
   

 

 

 
Internet Software & Services—0.6%  

Alphabet, Inc. - Class A (a)

    1,381        1,094,373   

Facebook, Inc. - Class A (a)

    35,920        4,132,596   
   

 

 

 
      5,226,969   
   

 

 

 
IT Services—2.1%  

Accenture plc - Class A

    60,846        7,126,892   

Amdocs, Ltd.

    7,515        437,749   

Cognizant Technology Solutions Corp. - Class A (a)

    11,451        641,599   

Fidelity National Information Services, Inc.

    20,079        1,518,776   

Fiserv, Inc. (a)

    7,177        762,772   

Global Payments, Inc.

    12,833        890,738   

International Business Machines Corp.

    28,425        4,718,266   

Sabre Corp. (b)

    50,437        1,258,403   

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
IT Services—(Continued)  

Visa, Inc. - Class A (b)

    11,225      $ 875,774   
   

 

 

 
      18,230,969   
   

 

 

 
Life Sciences Tools & Services—0.6%  

Thermo Fisher Scientific, Inc.

    35,081        4,949,929   
   

 

 

 
Machinery—1.3%  

Allison Transmission Holdings, Inc.

    68,806        2,318,074   

Cummins, Inc.

    2,447        334,431   

Deere & Co.

    9,994        1,029,782   

Fortive Corp. (b)

    17,006        912,032   

Illinois Tool Works, Inc.

    29,671        3,633,511   

Ingersoll-Rand plc

    12,332        925,393   

Pentair plc

    12,008        673,289   

Stanley Black & Decker, Inc.

    14,395        1,650,962   
   

 

 

 
      11,477,474   
   

 

 

 
Media—2.7%  

Charter Communications, Inc. - Class A (a)

    14,654        4,219,180   

Comcast Corp. - Class A

    133,293        9,203,882   

Interpublic Group of Cos., Inc. (The)

    28,160        659,225   

Omnicom Group, Inc. (b)

    41,361        3,520,235   

Time Warner, Inc.

    44,685        4,313,443   

Twenty-First Century Fox, Inc. - Class A

    34,675        972,287   

Walt Disney Co. (The)

    4,032        420,215   
   

 

 

 
      23,308,467   
   

 

 

 
Metals & Mining—0.2%  

Rio Tinto plc

    40,183        1,530,194   
   

 

 

 
Mortgage Real Estate Investment Trusts—0.2%  

Annaly Capital Management, Inc. (b)

    82,247        820,002   

Starwood Property Trust, Inc. (b)

    57,588        1,264,057   
   

 

 

 
      2,084,059   
   

 

 

 
Multi-Utilities—0.3%  

Engie S.A.

    67,894        864,948   

Public Service Enterprise Group, Inc.

    22,341        980,323   

WEC Energy Group, Inc. (b)

    15,159        889,076   
   

 

 

 
      2,734,347   
   

 

 

 
Multiline Retail—0.6%  

Kohl’s Corp. (b)

    21,071        1,040,486   

Target Corp.

    55,664        4,020,611   
   

 

 

 
      5,061,097   
   

 

 

 
Oil, Gas & Consumable Fuels—3.6%  

Anadarko Petroleum Corp.

    25,425        1,772,885   

BP plc

    444,771        2,763,581   

Canadian Natural Resources, Ltd.

    19,758        629,885   

Chevron Corp.

    30,887        3,635,400   

Enterprise Products Partners L.P.

    61,897        1,673,695   

EOG Resources, Inc.

    32,835        3,319,618   

EQT Corp. (b)

    17,964        1,174,846   
Oil, Gas & Consumable Fuels—(Continued)  

Exxon Mobil Corp.

    49,175      4,438,535   

Galp Energia SGPS S.A.

    59,522        884,799   

Hess Corp.

    22,080        1,375,363   

Noble Energy, Inc.

    33,895        1,290,044   

Occidental Petroleum Corp.

    42,082        2,997,501   

Plains All American Pipeline L.P.

    19,096        616,610   

Rice Energy, Inc. (a)

    39,605        845,567   

Valero Energy Corp. (b)

    45,886        3,134,932   

Western Gas Partners L.P.

    13,334        783,506   
   

 

 

 
      31,336,767   
   

 

 

 
Personal Products—0.2%  

Coty, Inc. - Class A

    87,644        1,604,762   
   

 

 

 
Pharmaceuticals—4.0%  

Allergan plc (a)

    4,656        977,807   

Bayer AG

    32,129        3,351,889   

Bristol-Myers Squibb Co.

    17,936        1,048,180   

Eli Lilly & Co. (b)

    66,474        4,889,163   

Johnson & Johnson

    84,815        9,771,536   

Merck & Co., Inc.

    153,144        9,015,587   

Novartis AG

    5,263        382,823   

Pfizer, Inc. (b)

    152,741        4,961,028   

Roche Holding AG

    1,512        344,514   
   

 

 

 
      34,742,527   
   

 

 

 
Professional Services—0.2%  

Equifax, Inc.

    13,179        1,558,153   
   

 

 

 
Road & Rail—0.4%  

Canadian National Railway Co. (b)

    13,475        908,215   

Union Pacific Corp.

    26,755        2,773,958   
   

 

 

 
      3,682,173   
   

 

 

 
Semiconductors & Semiconductor Equipment—1.2%  

Broadcom, Ltd.

    5,342        944,305   

Intel Corp.

    39,561        1,434,878   

Maxim Integrated Products, Inc.

    26,524        1,023,031   

Taiwan Semiconductor Manufacturing Co., Ltd. (ADR)

    92,729        2,665,959   

Texas Instruments, Inc.

    55,585        4,056,037   
   

 

 

 
      10,124,210   
   

 

 

 
Software—1.1%  

CA, Inc. (b)

    13,946        443,064   

Check Point Software Technologies, Ltd. (a) (b)

    30,532        2,578,733   

Intuit, Inc. (b)

    5,290        606,287   

Microsoft Corp.

    54,489        3,385,947   

Oracle Corp.

    61,689        2,371,942   
   

 

 

 
      9,385,973   
   

 

 

 
Specialty Retail—0.6%  

Advance Auto Parts, Inc. (b)

    2,459        415,866   

Best Buy Co., Inc. (b)

    39,073        1,667,245   

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares/
Principal
Amount*
    Value  
Specialty Retail—(Continued)  

Gap, Inc. (The) (b)

    152,112      $ 3,413,393   
   

 

 

 
      5,496,504   
   

 

 

 
Technology Hardware, Storage & Peripherals—0.6%  

Apple, Inc.

    11,158        1,292,320   

Hewlett Packard Enterprise Co.

    144,595        3,345,928   

Seagate Technology plc

    15,909        607,246   
   

 

 

 
      5,245,494   
   

 

 

 
Textiles, Apparel & Luxury Goods—0.1%  

Hanesbrands, Inc. (b)

    27,555        594,361   
   

 

 

 
Tobacco—2.4%  

Altria Group, Inc.

    96,885        6,551,364   

Japan Tobacco, Inc.

    15,200        499,371   

Philip Morris International, Inc.

    146,922        13,441,894   
   

 

 

 
      20,492,629   
   

 

 

 
Trading Companies & Distributors—0.1%  

MSC Industrial Direct Co., Inc. - Class A

    5,612        518,493   
   

 

 

 

Total Common Stocks
(Cost $393,722,199)

      503,455,634   
   

 

 

 
U.S. Treasury & Government Agencies—24.6%   
Agency Sponsored Mortgage-Backed—11.6%  

Fannie Mae 15 Yr. Pool
3.000%, 03/01/27

    122,812        126,312   

3.000%, 04/01/27

    366,564        377,021   

3.000%, 04/01/30

    337,791        346,938   

3.000%, 05/01/30

    400,749        411,601   

3.000%, 10/01/30

    423,296        434,758   

3.000%, 11/01/30

    365,510        375,513   

3.000%, 12/01/30

    625,033        642,157   

3.000%, 04/01/31

    536,428        550,953   

3.000%, 12/01/31

    1,533,614        1,578,241   

4.500%, 04/01/18

    6,512        6,693   

4.500%, 06/01/18

    21,030        21,613   

4.500%, 07/01/18

    15,053        15,470   

4.500%, 03/01/19

    37,087        38,116   

4.500%, 06/01/19

    25,546        26,254   

4.500%, 04/01/20

    28,441        29,445   

4.500%, 07/01/20

    14,438        14,941   

5.000%, 11/01/17

    9,474        9,696   

5.000%, 02/01/18

    34,604        35,421   

5.000%, 12/01/18

    83,762        86,045   

5.000%, 07/01/19

    52,837        54,423   

5.000%, 07/01/20

    36,205        37,052   

5.000%, 08/01/20

    24,873        26,069   

5.000%, 12/01/20

    72,653        75,334   

5.500%, 11/01/17

    12,915        13,065   

5.500%, 12/01/17

    2,307        2,332   
Agency Sponsored Mortgage-Backed—(Continued)  

Fannie Mae 15 Yr. Pool
5.500%, 01/01/18

    1,503      1,505   

5.500%, 02/01/18

    10,573        10,703   

5.500%, 06/01/19

    51,031        52,445   

5.500%, 07/01/19

    51,546        53,152   

5.500%, 08/01/19

    13,328        13,736   

5.500%, 09/01/19

    53,048        54,912   

5.500%, 01/01/21

    27,022        28,104   

5.500%, 03/01/21

    9,270        9,734   

6.000%, 01/01/17

    146        146   

6.000%, 02/01/17

    400        399   

6.000%, 07/01/17

    3,392        3,409   

6.000%, 08/01/17

    576        579   

6.000%, 09/01/17

    7,062        7,119   

6.000%, 03/01/18

    827        837   

6.000%, 11/01/18

    4,817        4,899   

6.000%, 01/01/21

    43,182        45,242   

6.000%, 05/01/21

    9,448        9,847   

Fannie Mae 20 Yr. Pool
6.000%, 11/01/25

    25,468        28,818   

Fannie Mae 30 Yr. Pool
3.000%, 09/01/46

    246,786        245,568   

3.000%, 10/01/46

    1,723,415        1,714,475   

3.000%, 11/01/46

    1,164,850        1,159,102   

3.500%, 11/01/41

    60,842        62,757   

3.500%, 01/01/42

    814,977        840,622   

3.500%, 01/01/43

    272,890        281,324   

3.500%, 04/01/43

    880,579        907,611   

3.500%, 05/01/43

    1,342,250        1,376,311   

3.500%, 06/01/43

    510,502        526,193   

3.500%, 07/01/43

    1,413,999        1,457,258   

3.500%, 08/01/43

    461,899        476,147   

3.500%, 09/01/43

    1,966,257        2,026,666   

3.500%, 02/01/45

    1,387,610        1,428,578   

3.500%, 09/01/45

    1,617,831        1,659,477   

3.500%, 10/01/45

    1,806,316        1,855,835   

3.500%, 01/01/46

    341,588        351,389   

3.500%, 05/01/46

    274,040        281,111   

3.500%, TBA (c)

    1,388,000        1,422,592   

4.000%, 09/01/40

    1,676,520        1,765,231   

4.000%, 11/01/40

    343,223        361,443   

4.000%, 12/01/40

    794,498        836,718   

4.000%, 02/01/41

    919,142        969,616   

4.000%, 06/01/41

    918,584        969,300   

4.000%, 11/01/41

    314,724        332,321   

4.000%, 01/01/42

    2,181,503        2,303,309   

4.000%, 04/01/42

    270,798        285,724   

4.000%, 10/01/42

    237,682        250,461   

4.000%, 12/01/42

    282,130        297,805   

4.000%, 01/01/43

    444,602        469,619   

4.000%, 04/01/43

    81,763        86,339   

4.000%, 05/01/43

    872,564        922,602   

4.000%, 06/01/43

    407,671        429,541   

4.000%, 07/01/43

    388,652        408,757   

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2016

U.S. Treasury & Government Agencies—(Continued)

 

Security Description   Principal
Amount*
    Value  
Agency Sponsored Mortgage-Backed—(Continued)  

Fannie Mae 15 Yr. Pool
4.000%, 01/01/44

    163,150      $ 172,754   

4.000%, 11/01/44

    369,389        388,414   

4.500%, 08/01/33

    197,912        213,163   

4.500%, 03/01/34

    600,227        649,325   

4.500%, 01/01/40

    206,121        222,045   

4.500%, 08/01/40

    48,474        52,348   

4.500%, 02/01/41

    326,227        352,737   

4.500%, 04/01/41

    561,682        606,150   

4.500%, 11/01/42

    195,091        210,199   

4.500%, 01/01/43

    442,834        477,307   

4.500%, 04/01/44

    2,549,193        2,751,510   

4.500%, 06/01/44

    256,839        276,731   

5.000%, 11/01/33

    114,631        125,561   

5.000%, 03/01/34

    96,173        104,869   

5.000%, 05/01/34

    38,720        42,279   

5.000%, 08/01/34

    40,067        44,003   

5.000%, 09/01/34

    150,706        165,450   

5.000%, 06/01/35

    107,138        117,031   

5.000%, 07/01/35

    299,535        327,684   

5.000%, 08/01/35

    93,493        102,061   

5.000%, 09/01/35

    67,766        73,884   

5.000%, 10/01/35

    268,438        292,771   

5.000%, 07/01/39

    292,422        318,572   

5.000%, 10/01/39

    186,540        205,586   

5.000%, 11/01/39

    80,750        89,101   

5.000%, 11/01/40

    121,583        133,659   

5.000%, 01/01/41

    31,819        35,059   

5.000%, 03/01/41

    77,013        84,468   

5.500%, 02/01/33

    50,375        56,472   

5.500%, 05/01/33

    8,764        9,837   

5.500%, 06/01/33

    192,649        215,932   

5.500%, 07/01/33

    185,937        208,266   

5.500%, 11/01/33

    114,787        128,731   

5.500%, 12/01/33

    12,524        13,915   

5.500%, 01/01/34

    139,161        155,582   

5.500%, 02/01/34

    174,373        195,665   

5.500%, 03/01/34

    44,467        50,606   

5.500%, 04/01/34

    49,941        55,587   

5.500%, 05/01/34

    336,335        379,752   

5.500%, 06/01/34

    429,761        482,425   

5.500%, 07/01/34

    133,260        149,177   

5.500%, 09/01/34

    461,786        516,162   

5.500%, 10/01/34

    530,114        594,069   

5.500%, 11/01/34

    711,435        797,093   

5.500%, 12/01/34

    305,371        342,264   

5.500%, 01/01/35

    367,962        413,097   

5.500%, 02/01/35

    7,123        7,915   

5.500%, 04/01/35

    63,634        71,336   

5.500%, 07/01/35

    35,775        39,894   

5.500%, 08/01/35

    8,110        9,011   

5.500%, 09/01/35

    213,128        240,040   

6.000%, 02/01/32

    105,477        120,487   

6.000%, 03/01/34

    26,509        30,711   

6.000%, 04/01/34

    239,947        275,771   

6.000%, 06/01/34

    259,541        299,551   
Agency Sponsored Mortgage-Backed—(Continued)  

Fannie Mae 15 Yr. Pool
6.000%, 07/01/34

    242,470      277,508   

6.000%, 08/01/34

    371,987        425,747   

6.000%, 10/01/34

    208,901        239,512   

6.000%, 11/01/34

    34,036        38,641   

6.000%, 12/01/34

    8,939        10,115   

6.000%, 08/01/35

    72,878        83,605   

6.000%, 09/01/35

    68,786        79,327   

6.000%, 10/01/35

    98,052        112,177   

6.000%, 11/01/35

    17,907        20,275   

6.000%, 12/01/35

    102,817        117,887   

6.000%, 02/01/36

    129,988        149,243   

6.000%, 04/01/36

    79,603        90,102   

6.000%, 06/01/36

    23,766        27,190   

6.000%, 07/01/37

    136,747        157,528   

6.500%, 06/01/31

    38,516        44,161   

6.500%, 07/01/31

    9,878        11,175   

6.500%, 08/01/31

    2,089        2,363   

6.500%, 09/01/31

    36,519        41,317   

6.500%, 02/01/32

    30,725        35,111   

6.500%, 07/01/32

    104,251        120,369   

6.500%, 08/01/32

    83,994        96,422   

6.500%, 01/01/33

    43,312        49,643   

6.500%, 04/01/34

    59,296        67,785   

6.500%, 06/01/34

    27,912        31,578   

6.500%, 08/01/34

    17,531        19,834   

6.500%, 04/01/36

    25,624        28,990   

6.500%, 05/01/36

    78,446        89,346   

6.500%, 02/01/37

    118,997        137,106   

6.500%, 05/01/37

    82,430        93,937   

6.500%, 07/01/37

    61,123        69,153   

Fannie Mae Pool
2.410%, 05/01/23

    93,694        92,882   

2.550%, 05/01/23

    150,576        150,436   

2.700%, 07/01/25

    121,000        119,124   

3.800%, 02/01/18

    132,252        134,339   

3.829%, 07/01/18

    125,316        128,840   

4.600%, 09/01/19

    128,326        136,352   

5.370%, 05/01/18

    602,681        622,341   

Fannie Mae-ACES
2.578%, 09/25/18

    428,114        432,688   

Freddie Mac 15 Yr. Gold Pool
4.500%, 05/01/18

    6,726        6,901   

4.500%, 08/01/18

    12,113        12,428   

4.500%, 11/01/18

    23,399        24,041   

4.500%, 01/01/19

    47,635        48,952   

4.500%, 08/01/19

    3,488        3,587   

4.500%, 02/01/20

    23,458        24,068   

4.500%, 08/01/24

    256,795        271,460   

5.000%, 12/01/17

    330        338   

5.000%, 05/01/18

    6,805        6,972   

5.000%, 09/01/18

    23,193        23,761   

5.500%, 01/01/19

    9,736        9,976   

5.500%, 04/01/19

    6,304        6,463   

5.500%, 06/01/19

    4,481        4,570   

5.500%, 07/01/19

    2,189        2,213   

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2016

U.S. Treasury & Government Agencies—(Continued)

 

Security Description   Principal
Amount*
    Value  
Agency Sponsored Mortgage-Backed—(Continued)  

Freddie Mac 15 Yr. Gold Pool
5.500%, 08/01/19

    2,835      $ 2,903   

5.500%, 02/01/20

    3,746        3,875   

6.000%, 04/01/17

    485        487   

6.000%, 07/01/17

    497        498   

6.000%, 10/01/17

    857        860   

6.000%, 08/01/19

    27,333        28,153   

6.000%, 09/01/19

    7,970        8,097   

6.000%, 11/01/19

    7,855        8,080   

6.000%, 05/01/21

    13,785        14,320   

6.000%, 10/01/21

    37,460        39,351   

Freddie Mac 20 Yr. Gold Pool
5.500%, 10/01/24

    50,369        55,827   

5.500%, 06/01/25

    93,981        104,143   

5.500%, 07/01/25

    52,696        58,403   

5.500%, 08/01/25

    74,670        82,708   

6.000%, 02/01/23

    74,968        84,693   

6.000%, 12/01/25

    33,991        38,401   

6.000%, 02/01/26

    28,995        32,756   

Freddie Mac 30 Yr. Gold Pool
3.000%, 10/01/42

    664,236        663,965   

3.000%, 04/01/43

    1,472,840        1,472,239   

3.000%, 05/01/43

    1,256,491        1,255,268   

3.000%, 05/01/46

    658,860        655,323   

3.000%, 10/01/46

    1,166,891        1,160,627   

3.000%, 11/01/46

    1,498,702        1,490,658   

3.000%, 12/01/46

    2,331,000        2,317,042   

3.500%, 02/01/42

    701,750        722,838   

3.500%, 04/01/42

    405,855        418,862   

3.500%, 12/01/42

    1,063,842        1,095,671   

3.500%, 04/01/43

    287,154        295,645   

3.500%, 07/01/43

    402,790        414,666   

3.500%, 08/01/43

    685,099        705,000   

3.500%, 11/01/45

    1,467,889        1,504,175   

3.500%, 12/01/45

    666,932        683,435   

3.500%, 04/01/46

    911,092        933,702   

4.000%, 11/01/40

    830,226        874,246   

4.000%, 01/01/41

    1,678,203        1,769,687   

4.000%, 11/01/43

    499,787        524,949   

4.000%, 04/01/44

    576,635        606,350   

4.000%, 09/01/44

    1,731,836        1,819,344   

4.500%, 04/01/35

    53,172        57,172   

4.500%, 07/01/39

    291,694        313,745   

4.500%, 09/01/39

    160,744        173,438   

4.500%, 10/01/39

    93,212        100,340   

4.500%, 12/01/39

    150,546        162,079   

4.500%, 05/01/42

    255,353        274,807   

5.000%, 09/01/33

    230,575        253,377   

5.000%, 03/01/34

    47,474        51,849   

5.000%, 04/01/34

    41,430        45,465   

5.000%, 08/01/35

    55,155        60,077   

5.000%, 10/01/35

    118,220        130,128   

5.000%, 11/01/35

    99,949        109,290   

5.000%, 12/01/36

    65,512        71,649   

5.000%, 07/01/39

    473,472        515,624   

5.500%, 12/01/33

    251,901        286,588   
Agency Sponsored Mortgage-Backed—(Continued)  

Freddie Mac 30 Yr. Gold Pool
5.500%, 01/01/34

    179,458      201,830   

5.500%, 04/01/34

    37,722        41,798   

5.500%, 11/01/34

    39,118        44,019   

5.500%, 12/01/34

    25,390        28,143   

5.500%, 05/01/35

    34,052        38,018   

5.500%, 09/01/35

    57,337        64,447   

5.500%, 10/01/35

    66,803        75,555   

6.000%, 04/01/34

    106,160        122,029   

6.000%, 07/01/34

    35,308        40,071   

6.000%, 08/01/34

    293,163        336,451   

6.000%, 09/01/34

    4,674        5,280   

6.000%, 07/01/35

    51,209        58,543   

6.000%, 08/01/35

    60,803        69,570   

6.000%, 11/01/35

    108,932        124,726   

6.000%, 03/01/36

    31,120        35,157   

6.000%, 10/01/36

    42,813        48,966   

6.000%, 03/01/37

    7,927        8,955   

6.000%, 05/01/37

    69,355        79,731   

6.000%, 06/01/37

    65,082        73,735   

6.500%, 05/01/34

    22,308        25,197   

6.500%, 06/01/34

    71,276        80,505   

6.500%, 08/01/34

    85,654        96,744   

6.500%, 10/01/34

    88,861        103,364   

6.500%, 11/01/34

    44,686        50,471   

6.500%, 05/01/37

    72,843        83,343   

6.500%, 07/01/37

    88,642        100,503   

Freddie Mac Multifamily Structured Pass-Through Certificates
1.869%, 11/25/19

    363,000        363,434   

2.412%, 08/25/18

    451,401        457,030   

2.456%, 08/25/19

    330,000        334,954   

2.510%, 11/25/22

    415,000        416,554   

2.670%, 12/25/24

    507,000        503,990   

2.673%, 03/25/26

    676,000        662,931   

2.682%, 10/25/22

    620,000        628,127   

2.716%, 06/25/22

    346,271        352,154   

2.791%, 01/25/22

    474,000        484,323   

3.111%, 02/25/23

    695,000        719,949   

3.154%, 02/25/18

    109,435        111,062   

3.171%, 10/25/24

    424,000        436,416   

3.250%, 04/25/23 (d)

    803,000        837,740   

3.300%, 10/25/26

    310,000        318,981   

3.320%, 02/25/23 (d)

    186,000        194,745   

3.458%, 08/25/23 (d)

    835,000        879,981   

5.085%, 03/25/19

    1,226,000        1,301,089   

Ginnie Mae I 30 Yr. Pool
3.000%, 02/15/43

    513,563        521,225   

3.500%, 12/15/41

    370,655        388,573   

3.500%, 02/15/42

    154,973        161,791   

4.500%, 09/15/33

    99,798        108,911   

4.500%, 11/15/39

    323,572        351,317   

4.500%, 03/15/40

    349,568        387,561   

4.500%, 04/15/40

    422,647        457,837   

4.500%, 06/15/40

    180,793        197,898   

5.000%, 03/15/34

    37,127        41,036   

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2016

U.S. Treasury & Government Agencies—(Continued)

 

Security Description   Principal
Amount*
    Value  
Agency Sponsored Mortgage-Backed—(Continued)  

Ginnie Mae I 30 Yr. Pool
5.000%, 06/15/34

    83,504      $ 92,332   

5.000%, 12/15/34

    35,317        39,020   

5.000%, 06/15/35

    10,493        11,471   

5.500%, 11/15/32

    151,157        169,597   

5.500%, 08/15/33

    267,899        302,757   

5.500%, 12/15/33

    160,595        181,466   

5.500%, 09/15/34

    123,057        139,059   

5.500%, 10/15/35

    31,343        35,439   

6.000%, 12/15/28

    38,799        44,448   

6.000%, 12/15/31

    34,549        40,057   

6.000%, 03/15/32

    3,596        4,077   

6.000%, 10/15/32

    161,412        187,162   

6.000%, 01/15/33

    33,315        37,839   

6.000%, 02/15/33

    1,785        2,055   

6.000%, 04/15/33

    179,825        208,548   

6.000%, 08/15/33

    1,094        1,241   

6.000%, 07/15/34

    117,481        136,001   

6.000%, 09/15/34

    42,004        47,642   

6.000%, 01/15/38

    168,334        196,083   

Ginnie Mae II 30 Yr. Pool
3.000%, 06/20/43

    620,743        631,168   

3.000%, 07/20/43

    463,518        471,302   

3.500%, 06/20/43

    878,170        917,072   

3.500%, 07/20/43

    1,107,926        1,157,034   

3.500%, 05/20/46

    370,915        385,988   

4.000%, 01/20/41

    1,096,716        1,176,212   

4.000%, 02/20/41

    275,579        294,476   

4.000%, 04/20/41

    206,399        220,513   

4.000%, 02/20/42

    284,584        303,099   

4.500%, 07/20/33

    20,125        21,669   

4.500%, 09/20/33

    12,288        13,230   

4.500%, 12/20/34

    9,495        10,223   

4.500%, 03/20/35

    50,200        54,017   

4.500%, 01/20/41

    285,603        308,076   

5.000%, 07/20/33

    41,713        46,490   

6.000%, 01/20/35

    46,323        53,990   

6.000%, 02/20/35

    23,509        27,407   

6.000%, 04/20/35

    39,176        45,653   
   

 

 

 
      100,170,347   
   

 

 

 
Federal Agencies—0.1%  

Financing Corp.
9.650%, 11/02/18

    430,000        494,797   
   

 

 

 
U.S. Treasury—12.9%  

U.S. Treasury Bonds
2.500%, 02/15/45

    2,347,000        2,090,571   

2.875%, 05/15/43

    22,942,400        22,160,018   

4.500%, 02/15/36 (b)

    179,000        226,491   

4.500%, 08/15/39

    2,514,000        3,157,033   

5.000%, 05/15/37 (b)

    232,000        311,505   

5.250%, 02/15/29

    16,000        20,451   

5.375%, 02/15/31 (b)

    276,000        367,598   

6.250%, 08/15/23

    80,000        100,006   
U.S. Treasury—(Continued)  

U.S. Treasury Notes
1.000%, 06/30/19

    16,589,000      16,459,407   

1.375%, 02/29/20

    798,000        794,197   

1.750%, 11/30/21 (b)

    3,455,000        3,429,222   

2.500%, 08/15/23

    22,520,000        22,919,370   

3.125%, 05/15/19

    6,086,000        6,345,367   

3.125%, 05/15/21

    3,504,000        3,692,477   

3.500%, 05/15/20

    25,140,000        26,722,060   

3.750%, 11/15/18

    2,067,000        2,165,586   
   

 

 

 
      110,961,359   
   

 

 

 

Total U.S. Treasury & Government Agencies
(Cost $211,349,712)

      211,626,503   
   

 

 

 
Corporate Bonds & Notes—11.9%   
Agriculture—0.3%  

Imperial Brands Finance plc
2.950%, 07/21/20 (144A) (e)

    828,000        833,065   

Reynolds American, Inc.
4.450%, 06/12/25 (b)

    1,430,000        1,509,810   
   

 

 

 
      2,342,875   
   

 

 

 
Auto Manufacturers—0.3%  

General Motors Financial Co., Inc.
3.200%, 07/06/21

    776,000        769,526   

5.250%, 03/01/26 (b)

    391,000        410,742   

Toyota Motor Credit Corp.
3.400%, 09/15/21

    880,000        915,313   

Volkswagen International Finance NV
2.375%, 03/22/17 (144A)

    857,000        858,928   
   

 

 

 
      2,954,509   
   

 

 

 
Banks—2.7%  

ABN AMRO Bank NV
4.800%, 04/18/26 (144A)

    800,000        815,743   

Banco de Credito del Peru
5.375%, 09/16/20

    835,000        899,712   

Bank of America Corp.
4.100%, 07/24/23

    1,270,000        1,326,642   

4.125%, 01/22/24

    1,973,000        2,050,442   

4.183%, 11/25/27 (b)

    1,208,000        1,208,772   

5.490%, 03/15/19

    196,000        207,926   

7.625%, 06/01/19

    710,000        797,838   

Bank One Corp.
8.000%, 04/29/27

    100,000        130,633   

BBVA Bancomer S.A.
6.750%, 09/30/22 (144A)

    810,000        882,900   

BNP Paribas S.A.
7.195%, 06/25/37 (144A) (d)

    500,000        545,000   

BPCE S.A.
12.500%, 09/30/19 (144A) (b) (d)

    922,000        1,125,559   

Citigroup, Inc.
2.500%, 09/26/18 (b)

    580,000        585,548   

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Banks—(Continued)  

Credit Suisse AG
6.500%, 08/08/23 (144A)

    396,000      $ 420,651   

ING Bank NV
5.800%, 09/25/23 (144A)

    1,076,000        1,182,297   

JPMorgan Chase & Co.
6.300%, 04/23/19

    1,210,000        1,322,212   

KFW
4.875%, 06/17/19

    1,290,000        1,390,648   

Mitsubishi UFJ Financial Group, Inc.
3.850%, 03/01/26

    784,000        805,360   

Morgan Stanley
3.875%, 04/29/24

    1,081,000        1,108,641   

4.000%, 07/23/25

    396,000        405,907   

6.625%, 04/01/18

    1,343,000        1,420,260   

PNC Financial Services Group, Inc. (The)
5.625%, 02/01/17

    1,080,000        1,083,267   

Royal Bank of Scotland Group plc
3.875%, 09/12/23

    1,128,000        1,083,169   

Sumitomo Mitsui Financial Group, Inc.
3.010%, 10/19/26 (b)

    1,126,000        1,077,535   

Swedbank AB
2.125%, 09/29/17 (144A)

    231,000        232,108   

UBS Group Funding Jersey, Ltd.
4.125%, 04/15/26 (144A) (e)

    838,000        857,043   
   

 

 

 
      22,965,813   
   

 

 

 
Beverages—0.4%  

Anheuser-Busch InBev Finance, Inc.
3.650%, 02/01/26

    1,171,000        1,188,787   

Anheuser-Busch InBev Worldwide, Inc.
8.000%, 11/15/39

    1,020,000        1,500,038   

Diageo Capital plc
2.625%, 04/29/23

    1,020,000        1,008,376   
   

 

 

 
      3,697,201   
   

 

 

 
Biotechnology—0.3%  

Celgene Corp.
2.875%, 08/15/20

    504,000        509,773   

Gilead Sciences, Inc.
3.500%, 02/01/25

    1,880,000        1,900,791   

3.700%, 04/01/24

    312,000        320,245   
   

 

 

 
      2,730,809   
   

 

 

 
Commercial Services—0.2%  

ERAC USA Finance LLC
7.000%, 10/15/37 (144A)

    1,115,000        1,412,767   
   

 

 

 
Computers—0.2%  

Apple, Inc.
2.850%, 02/23/23

    1,176,000        1,183,330   

3.850%, 05/04/43

    370,000        353,810   
   

 

 

 
      1,537,140   
   

 

 

 
Diversified Financial Services—0.3%  

GE Capital International Funding Co.
3.373%, 11/15/25 (b)

    358,000      363,934   

Intercontinental Exchange, Inc.
2.750%, 12/01/20

    301,000        303,715   

4.000%, 10/15/23

    832,000        872,484   

Visa, Inc.
3.150%, 12/14/25

    1,192,000        1,197,228   
   

 

 

 
      2,737,361   
   

 

 

 
Electric—1.1%  

Berkshire Hathaway Energy Co.
3.750%, 11/15/23 (b)

    440,000        460,110   

Duke Energy Corp.
2.650%, 09/01/26

    131,000        122,266   

Exelon Corp.
3.400%, 04/15/26 (b)

    1,137,000        1,115,600   

Midamerican Funding LLC
6.927%, 03/01/29

    699,000        927,502   

Oncor Electric Delivery Co. LLC
7.000%, 09/01/22

    795,000        970,353   

Pacific Gas & Electric Co.
4.600%, 06/15/43

    880,000        928,230   

PPL Capital Funding, Inc.
3.400%, 06/01/23

    880,000        885,996   

5.000%, 03/15/44

    296,000        313,023   

Progress Energy, Inc.
3.150%, 04/01/22

    1,083,000        1,092,790   

Southern Co. (The)
3.250%, 07/01/26 (b)

    1,295,000        1,260,334   

State Grid Overseas Investment, Ltd.
2.750%, 05/07/19 (144A) (e)

    778,000        788,140   

W3A Funding Corp.
8.090%, 01/02/17

    244,260        244,260   
   

 

 

 
      9,108,604   
   

 

 

 
Food—0.3%  

Danone S.A.
2.947%, 11/02/26 (144A)

    1,133,000        1,081,203   

J.M. Smucker Co. (The)
3.500%, 03/15/25 (b)

    580,000        584,837   

Kraft Heinz Foods Co.
3.500%, 06/06/22

    412,000        418,992   

WM Wrigley Jr. Co.
2.400%, 10/21/18 (144A)

    248,000        250,219   
   

 

 

 
      2,335,251   
   

 

 

 
Healthcare-Products—0.4%  

Becton Dickinson & Co.
2.675%, 12/15/19

    520,000        527,597   

Medtronic, Inc.
4.375%, 03/15/35

    946,000        1,000,800   

Thermo Fisher Scientific, Inc.
2.950%, 09/19/26 (b)

    851,000        803,557   

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Healthcare-Products—(Continued)  

Zimmer Biomet Holdings, Inc.
3.550%, 04/01/25

    1,222,000      $ 1,190,212   
   

 

 

 
      3,522,166   
   

 

 

 
Healthcare-Services—0.4%  

Aetna, Inc.
3.200%, 06/15/26 (b)

    1,132,000        1,119,852   

Anthem, Inc.
3.300%, 01/15/23 (b)

    600,000        598,988   

Laboratory Corp. of America Holdings
3.200%, 02/01/22

    850,000        857,061   

UnitedHealth Group, Inc.
3.750%, 07/15/25 (b)

    1,303,000        1,348,910   
   

 

 

 
      3,924,811   
   

 

 

 
Household Products/Wares—0.1%  

Reckitt Benckiser Treasury Services plc
3.625%, 09/21/23 (144A)

    1,070,000        1,091,093   
   

 

 

 
Housewares—0.1%  

Newell Brands, Inc.
3.850%, 04/01/23

    914,000        948,099   
   

 

 

 
Insurance—0.7%  

American International Group, Inc.
4.125%, 02/15/24 (b)

    750,000        778,663   

4.875%, 06/01/22

    1,770,000        1,934,212   

Berkshire Hathaway, Inc.
3.125%, 03/15/26

    390,000        387,467   

Liberty Mutual Group, Inc.
4.250%, 06/15/23 (144A)

    578,000        605,152   

4.850%, 08/01/44 (144A)

    484,000        477,315   

Marsh & McLennan Cos., Inc.
4.800%, 07/15/21

    920,000        1,000,027   

ZFS Finance USA Trust V
6.500%, 05/09/37 (144A) (d)

    491,000        492,301   
   

 

 

 
      5,675,137   
   

 

 

 
Internet—0.1%  

Baidu, Inc.
3.500%, 11/28/22

    1,110,000        1,107,805   
   

 

 

 
Media—0.4%  

21st Century Fox America, Inc.
8.500%, 02/23/25

    722,000        949,705   

Charter Communications Operating LLC / Charter Communications Operating Capital Corp.
4.908%, 07/23/25 (b)

    523,000        551,205   

Time Warner Entertainment Co. L.P.
8.375%, 07/15/33

    1,240,000        1,624,662   
   

 

 

 
      3,125,572   
   

 

 

 
Mining—0.1%  

Freeport-McMoRan, Inc.
3.875%, 03/15/23 (b)

    1,010,000      926,675   
   

 

 

 
Miscellaneous Manufacturing—0.1%  

General Electric Co.
1.496%, 01/09/20 (d)

    633,000        637,890   
   

 

 

 
Multi-National—0.1%  

Asian Development Bank
1.125%, 03/15/17

    574,000        574,084   
   

 

 

 
Oil & Gas—1.1%  

BP Capital Markets plc
4.500%, 10/01/20

    306,000        328,358   

4.742%, 03/11/21

    847,000        923,928   

Chevron Corp.
1.076%, 11/15/17 (d)

    1,696,000        1,696,238   

CNOOC Finance, Ltd.
3.875%, 05/02/22 (144A)

    1,010,000        1,032,432   

Petro-Canada
6.050%, 05/15/18

    1,664,000        1,758,522   

Petroleos Mexicanos
3.125%, 01/23/19 (b)

    352,000        349,008   

Shell International Finance B.V.
3.750%, 09/12/46 (b)

    397,000        365,298   

Statoil ASA
7.750%, 06/15/23

    100,000        125,794   

Total Capital International S.A.
1.550%, 06/28/17

    684,000        685,125   

3.750%, 04/10/24

    910,000        952,776   

Valero Energy Corp.
3.400%, 09/15/26

    1,741,000        1,667,902   
   

 

 

 
      9,885,381   
   

 

 

 
Pharmaceuticals—0.3%  

Actavis Funding SCS
3.800%, 03/15/25

    463,000        463,545   

4.850%, 06/15/44 (b)

    537,000        532,435   

Shire Acquisitions Investments Ireland DAC
3.200%, 09/23/26 (b)

    1,498,000        1,399,634   

Teva Pharmaceutical Finance IV B.V.
3.650%, 11/10/21

    572,000        579,348   
   

 

 

 
      2,974,962   
   

 

 

 
Pipelines—0.6%  

APT Pipelines, Ltd.
4.200%, 03/23/25 (144A)

    1,228,000        1,224,235   

Enterprise Products Operating LLC
6.500%, 01/31/19

    908,000        989,796   

Kinder Morgan Energy Partners L.P.
4.150%, 02/01/24 (b)

    691,000        700,430   

7.750%, 03/15/32

    625,000        767,226   

 

See accompanying notes to financial statements.

 

MSF-13


Metropolitan Series Fund

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Pipelines—(Continued)  

Spectra Energy Capital LLC
8.000%, 10/01/19

    1,253,000      $ 1,425,156   
   

 

 

 
      5,106,843   
   

 

 

 
Real Estate Investment Trusts—0.1%  

HCP, Inc.
5.375%, 02/01/21

    734,000        801,824   

Realty Income Corp.
3.000%, 01/15/27 (b)

    305,000        287,156   
   

 

 

 
      1,088,980   
   

 

 

 
Retail—0.3%  

CVS Health Corp.
3.875%, 07/20/25 (b)

    1,094,000        1,128,570   

Home Depot, Inc. (The)
5.950%, 04/01/41

    278,000        353,413   

Walgreens Boots Alliance, Inc.
3.300%, 11/18/21

    836,000        851,693   

4.500%, 11/18/34

    426,000        428,663   
   

 

 

 
      2,762,339   
   

 

 

 
Sovereign—0.2%  

Temasek Financial I, Ltd.
2.375%, 01/23/23 (144A)

    1,790,000        1,745,637   
   

 

 

 
Telecommunications—0.7%  

AT&T, Inc.
3.000%, 06/30/22

    838,000        822,589   

3.400%, 05/15/25

    838,000        807,684   

Crown Castle Towers LLC
4.883%, 08/15/20 (144A)

    370,000        394,002   

6.113%, 01/15/20 (144A)

    711,000        770,341   

Rogers Communications, Inc.
6.800%, 08/15/18

    1,483,000        1,599,040   

Verizon Communications, Inc.
5.050%, 03/15/34 (b)

    1,024,000        1,078,309   

6.400%, 09/15/33 (b)

    320,000        386,084   
   

 

 

 
      5,858,049   
   

 

 

 

Total Corporate Bonds & Notes
(Cost $97,531,970)

      102,777,853   
   

 

 

 
Mortgage-Backed Securities—1.6%   
Collateralized Mortgage Obligations—0.0%  

BlackRock Capital Finance L.P.
7.750%, 09/25/26 (144A) (e)

    16,376        1,603   
   

 

 

 
Commercial Mortgage-Backed Securities—1.6%  

Commercial Mortgage Trust
3.708%, 07/10/48

    1,300,833        1,350,576   

5.475%, 03/10/39

    1,942,230        1,941,535   

Credit Suisse Commercial Mortgage Trust
5.695%, 09/15/40 (d)

    1,145,543        1,161,915   
Commercial Mortgage-Backed Securities—(Continued)  

CSAIL Commercial Mortgage Trust
3.504%, 06/15/57

    738,578      756,144   

General Electric Capital Assurance Co.
5.743%, 05/12/35 (144A) (d) (e)

    19,284        20,508   

GS Mortgage Securities Corp. II
3.382%, 05/10/50

    1,387,991        1,408,221   

JPMBB Commercial Mortgage Securities Trust
3.494%, 01/15/48

    1,590,000        1,632,094   

JPMorgan Chase Commercial Mortgage Securities Trust
5.753%, 06/15/49 (d)

    1,805,278        1,816,157   

Morgan Stanley Capital I, Inc.
1.024%, 11/15/30 (144A) (d) (f)

    1,039,160        9,625   

Wachovia Bank Commercial Mortgage Trust
5.707%, 06/15/49 (d)

    1,104,265        1,110,983   

5.969%, 02/15/51 (d)

    915,952        920,161   

Wells Fargo Commercial Mortgage Trust
3.540%, 05/15/48

    1,410,327        1,448,447   
   

 

 

 
      13,576,366   
   

 

 

 

Total Mortgage-Backed Securities
(Cost $13,908,521)

      13,577,969   
   

 

 

 
Asset-Backed Securities—1.0%   
Asset-Backed - Automobile—0.3%  

Chesapeake Funding II LLC
1.704%, 06/15/28 (144A) (d) (e)

    1,216,000        1,222,324   

Ford Credit Auto Owner Trust
2.260%, 11/15/25 (144A)

    550,000        554,695   

2.310%, 04/15/26 (144A)

    425,000        428,555   
   

 

 

 
      2,205,574   
   

 

 

 
Asset-Backed - Home Equity—0.1%  

Bayview Financial Revolving Asset Trust
2.203%, 12/28/40 (144A) (d) (e)

    688,388        525,115   

GMAC Home Equity Loan Trust
5.805%, 10/25/36 (d)

    214,751        206,991   

Home Equity Loan Trust
5.320%, 12/25/35 (d)

    464,606        396,805   
   

 

 

 
      1,128,911   
   

 

 

 
Asset-Backed - Other—0.6%  

American Tower Trust I
3.070%, 03/15/48 (144A)

    1,000,000        991,120   

Cent CLO, Ltd.
2.187%, 01/30/25 (144A) (d)

    831,000        830,519   

Dryden XXVI Senior Loan Fund
1.980%, 07/15/25 (144A) (d)

    1,068,000        1,063,919   

Fortress Credit BSL, Ltd.
2.058%, 01/19/25 (144A) (d)

    716,478        715,228   

Small Business Administration Participation Certificates
4.350%, 07/01/23

    209,417        218,055   

 

See accompanying notes to financial statements.

 

MSF-14


Metropolitan Series Fund

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2016

Asset-Backed Securities—(Continued)

 

Security Description   Shares/
Principal
Amount*
    Value  
Asset-Backed - Other—(Continued)  

Small Business Administration Participation Certificates
4.770%, 04/01/24

    11,951      $ 12,579   

4.950%, 03/01/25

    75,045        79,653   

4.990%, 09/01/24

    40,260        42,824   

5.110%, 08/01/25

    106,905        114,085   

5.180%, 05/01/24

    16,976        18,056   

5.520%, 06/01/24

    43,714        46,681   

Voya CLO, Ltd.
2.032%, 04/25/25 (144A) (d)

    970,000        969,301   
   

 

 

 
      5,102,020   
   

 

 

 

Total Asset-Backed Securities
(Cost $8,593,647)

      8,436,505   
   

 

 

 
Convertible Preferred Stocks—0.5%   
Diversified Telecommunication Services—0.1%  

Frontier Communications Corp.
11.125%, 06/29/18

    5,512        391,793   
   

 

 

 
Electric Utilities—0.2%  

Exelon Corp.
6.500%, 06/01/17

    35,730        1,729,689   
   

 

 

 
Food Products—0.1%  

Tyson Foods, Inc.
4.750%, 07/15/17 (b)

    17,100        1,156,815   
   

 

 

 
Pharmaceuticals—0.1%  

Allergan plc
5.500%, 03/01/18

    1,285        979,761   
   

 

 

 

Total Convertible Preferred Stocks
(Cost $4,194,547)

      4,258,058   
   

 

 

 
Municipals—0.4%   

New Jersey State Turnpike Authority, Build America Bonds
7.414%, 01/01/40

    1,050,000        1,516,400   

State of California General Obligation Unlimited
5.000%, 08/01/27

    1,510,000        1,816,741   
   

 

 

 

Total Municipals
(Cost $2,985,231)

      3,333,141   
   

 

 

 
Foreign Government—0.1%   
Sovereign—0.1%  

Mexico Government International Bonds
4.750%, 03/08/44
(Cost $896,839)

    909,000        826,554   
   

 

 

 
Short-Term Investments—1.6%   
Security Description       
Principal
Amount*
    Value  
Discount Note—0.7%  

Federal Home Loan Bank
0.203%, 01/03/17 (g)

    6,250,000      6,249,896   
   

 

 

 
Repurchase Agreement—0.9%  

Fixed Income Clearing Corp.
Repurchase Agreement dated 12/30/16 at 0.030% to be repurchased at $7,647,606 on 01/03/17, collateralized by $7,490,000 U.S. Treasury Inflation Indexed Note at 0.125% due 04/15/20 with a value of $7,802,198.

    7,647,581        7,647,581   
   

 

 

 

Total Short-Term Investments
(Cost $13,897,477)

      13,897,477   
   

 

 

 
Securities Lending Reinvestments (h)—7.2%   
Certificates of Deposit—3.2%  

Bank of Tokyo UFJ, Ltd., New York
1.121%, 02/28/17 (i)

    1,600,000        1,600,032   

Barclays New York
0.894%, 02/10/17 (i)

    1,500,000        1,500,485   

BNP Paribas New York
1.226%, 08/04/17 (i)

    250,000        250,111   

Chiba Bank, Ltd., New York
0.870%, 01/10/17

    2,200,000        2,200,051   

0.950%, 02/02/17

    500,000        500,069   

Credit Suisse AG New York
1.364%, 05/12/17 (i)

    2,000,000        2,000,208   

1.444%, 04/24/17 (i)

    300,000        300,071   

DNB NOR Bank ASA
1.130%, 07/28/17 (i)

    500,000        499,913   

DZ Bank AG New York
1.010%, 02/27/17

    2,000,000        2,000,578   

KBC Brussells
1.050%, 01/27/17

    600,000        600,114   

1.050%, 02/07/17

    500,000        500,125   

Landesbank Hessen-Thüringen London
Zero Coupon, 01/24/17

    399,082        399,828   

Mizuho Bank, Ltd., New York
1.336%, 05/17/17

    2,000,000        1,999,808   

1.361%, 04/26/17 (i)

    750,000        749,962   

National Australia Bank London
1.182%, 11/09/17 (i)

    2,500,000        2,493,800   

Natixis New York
0.900%, 02/17/17

    1,500,000        1,500,192   

Shizuoka Bank New York
0.840%, 01/03/17

    1,300,000        1,300,005   

Sumitomo Bank New York
1.212%, 06/05/17 (i)

    500,000        499,990   

1.215%, 05/05/17 (i)

    1,600,000        1,602,665   

Sumitomo Mitsui Banking Corp. London
Zero Coupon, 02/06/17

    498,656        499,640   

 

See accompanying notes to financial statements.

 

MSF-15


Metropolitan Series Fund

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (h)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Certificates of Deposit—(Continued)  

Sumitomo Mitsui Trust Bank, Ltd., London
1.262%, 05/08/17 (i)

    1,500,000      $ 1,502,747   

Sumitomo Mitsui Trust Bank, Ltd., New York
1.194%, 06/02/17 (i)

    700,000        699,898   

1.351%, 04/26/17 (i)

    750,000        750,088   

UBS, Stamford
1.084%, 05/12/17 (i)

    1,000,000        999,924   

Wells Fargo Bank San Francisco N.A.
1.231%, 04/26/17 (i)

    400,000        400,112   

1.264%, 10/26/17 (i)

    400,000        400,273   
   

 

 

 
      27,750,689   
   

 

 

 
Commercial Paper—1.5%  

Atlantic Asset Securitization LLC
0.720%, 01/03/17

    499,430        499,960   

1.040%, 02/03/17

    498,483        499,564   

Barton Capital Corp.
0.660%, 01/12/17

    998,845        999,751   

Den Norske ASA
1.206%, 04/27/17 (i)

    500,000        500,026   

Erste Abwicklungsanstalt
1.014%, 03/10/17 (i)

    1,500,000        1,500,009   

HSBC plc
1.216%, 04/25/17 (i)

    400,000        399,983   

LMA Americas LLC
0.710%, 01/06/17

    1,198,580        1,199,833   

National Australia Bank, Ltd.
1.288%, 12/06/17 (i)

    500,000        500,001   

Sheffield Receivables Co.
1.050%, 01/06/17

    199,452        199,974   

Starbird Funding Corp.
1.240%, 06/13/17 (i)

    2,500,000        2,499,797   

Suncorp Metway, Ltd.
0.930%, 02/09/17

    2,194,771        2,197,565   

Versailles Commercial Paper LLC
1.000%, 01/31/17

    1,496,000        1,498,872   

Westpac Banking Corp.
1.232%, 10/20/17 (i)

    300,000        300,524   
   

 

 

 
      12,795,859   
   

 

 

 
Repurchase Agreements—1.8%  

Citigroup Global Markets, Ltd.
Repurchase Agreement dated 12/29/16 at 0.710% to be repurchased at $700,069 on 01/03/17, collateralized by $706,116 U.S. Treasury and Foreign Obligations with rates ranging from 1.750% - 2.750%, maturity dates ranging from 10/15/19 - 11/15/23, with a value of $714,000.

    700,000        700,000   
Repurchase Agreements—(Continued)  

Deutsche Bank AG, London

   

Repurchase Agreement dated 12/30/16 at 0.950% to be repurchased at $400,042 on 01/03/17, collateralized by $408,360 Foreign Obligations with rates ranging from 1.750% - 2.500%, maturity dates ranging from 09/05/19 - 11/20/24, with a value of $408,002.

    400,000      400,000   

Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $4,551,428 on 01/03/17, collateralized by various Common Stock with a value of $5,057,575.

    4,550,000        4,550,000   

Deutsche Bank Securities, Inc.
Repurchase Agreement dated 10/18/16 at 1.110% to be repurchased at $502,097 on 03/03/17, collateralized by various Common Stock with a value of $550,000.

    500,000        500,000   

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $4,925,638 on 01/03/17, collateralized by $25,347,000 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $5,023,894.

    4,925,386        4,925,386   

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/27/16 at 0.580% to be repurchased at $900,102 on 01/03/17, collateralized by $890,420 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $918,465.

    900,000        900,000   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
Repurchase Agreement dated 10/26/16 at 1.160% to be repurchased at $1,105,636 on 04/03/17, collateralized by various Common Stock with a value of $1,210,000.

    1,100,000        1,100,000   

Natixis
Repurchase Agreement dated 12/28/16 at 0.750% to be repurchased at $2,000,333 on 01/05/17, collateralized by $3,210,139 U.S. Government Agency and Treasury Obligations with rates ranging from 0.000% - 4.672%, maturity dates ranging from 01/31/17 - 09/16/58, with a value of $2,040,251.

    2,000,000        2,000,000   
   

 

 

 
      15,075,386   
   

 

 

 
Time Deposits—0.7%  

Australia New Zealand Bank
0.550%, 01/03/17

    2,000,000        2,000,000   

OP Corporate Bank plc
1.010%, 01/04/17

    200,000        200,000   

1.200%, 01/23/17

    3,000,000        3,000,000   

 

See accompanying notes to financial statements.

 

MSF-16


Metropolitan Series Fund

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (h)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Time Deposits—(Continued)  

Shinkin Central Bank
1.200%, 01/27/17

    300,000     $ 300,000  

1.220%, 01/26/17

    900,000       900,000  
   

 

 

 
      6,400,000  
   

 

 

 

Total Securities Lending Reinvestments
(Cost $62,020,739)

      62,021,934  
   

 

 

 

Total Investments—107.4%
(Cost $809,100,882) (j)

      924,211,628  

Other assets and liabilities (net)—(7.4)%

      (63,472,219
   

 

 

 
Net Assets—100.0%     $ 860,739,409  
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) Non-income producing security.
(b) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $60,323,051 and the collateral received consisted of cash in the amount of $62,008,686. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(c) TBA (To Be Announced) Securities are purchased on a forward commitment basis with an approximate principal amount and no defined maturity date. The actual principal and maturity date will be determined upon settlement date.
(d) Variable or floating rate security. The stated rate represents the rate at December 31, 2016. Maturity date shown for callable securities reflects the earliest possible call date.
(e) Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. As of December 31, 2016, the market value of restricted securities was $4,247,798, which is 0.5% of net assets. See details shown in the Restricted Securities table that follows.
(f) Interest only security.
(g) The rate shown represents current yield to maturity.
(h) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(i) Variable or floating rate security. The stated rate represents the rate at December 31, 2016.
(j) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $815,482,008. The aggregate unrealized appreciation and depreciation of investments were $120,856,436 and $(12,126,816), respectively, resulting in net unrealized appreciation of $108,729,620 for federal income tax purposes.
(144A)— Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of December 31, 2016, the market value of 144A securities was $26,450,643, which is 3.1% of net assets.
(ACES)— Alternative Credit Enhancement Securities
(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.
(CLO)— Collateralized Loan Obligation

 

Restricted Securities

   Acquisition
Date
     Principal
Amount
     Cost      Value  

Bayview Financial Revolving Asset Trust, 2.203%, 12/28/40

     03/01/06      $ 688,388      $ 688,388      $ 525,115  

BlackRock Capital Finance L.P., 7.750%, 09/25/26

     10/10/96        16,376        15,781        1,603  

Chesapeake Funding II LLC, 1.704%, 06/15/28

     06/14/16        1,216,000        1,216,000        1,222,324  

General Electric Capital Assurance Co., 5.743%, 05/12/35

     09/23/03        19,284        19,380        20,508  

Imperial Brands Finance plc, 2.950%, 07/21/20

     07/15/15        828,000        821,482        833,065  

State Grid Overseas Investment, Ltd., 2.750%, 05/07/19

     04/28/14        778,000        774,498        788,140  

UBS Group Funding Jersey, Ltd., 4.125%, 04/15/26

     03/29/16        838,000        836,261        857,043  
           

 

 

 
            $ 4,247,798  
           

 

 

 

 

See accompanying notes to financial statements.

 

MSF-17


Metropolitan Series Fund

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2016

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2      Level 3      Total  
Common Stocks   

Aerospace & Defense

   $ 18,184,649       $ —         $ —         $ 18,184,649   

Air Freight & Logistics

     3,914,727         —           —           3,914,727   

Airlines

     3,318,668         —           —           3,318,668   

Auto Components

     2,466,020         —           —           2,466,020   

Automobiles

     2,233,321         2,323,832         —           4,557,153   

Banks

     54,168,168         2,312,048         —           56,480,216   

Beverages

     2,464,415         2,699,675         —           5,164,090   

Biotechnology

     1,533,855         —           —           1,533,855   

Building Products

     9,051,547         —           —           9,051,547   

Capital Markets

     30,176,438         1,423,472         —           31,599,910   

Chemicals

     14,803,795         —           —           14,803,795   

Commercial Services & Supplies

     840,382         —           —           840,382   

Communications Equipment

     5,657,189         —           —           5,657,189   

Consumer Finance

     3,955,750         —           —           3,955,750   

Containers & Packaging

     792,808         —           —           792,808   

Distributors

     993,581         —           —           993,581   

Diversified Telecommunication Services

     10,253,484         656,367         —           10,909,851   

Electric Utilities

     11,271,860         722,672         —           11,994,532   

Electrical Equipment

     2,589,875         —           —           2,589,875   

Energy Equipment & Services

     2,754,316         —           —           2,754,316   

Equity Real Estate Investment Trusts

     5,732,546         —           —           5,732,546   

Food & Staples Retailing

     8,634,761         —           —           8,634,761   

Food Products

     12,047,609         7,188,528         —           19,236,137   

Health Care Equipment & Supplies

     19,151,326         —           —           19,151,326   

Health Care Providers & Services

     5,588,298         —           —           5,588,298   

Hotels, Restaurants & Leisure

     5,367,927         —           —           5,367,927   

Household Durables

     278,393         —           —           278,393   

Household Products

     4,316,670         877,466         —           5,194,136   

Industrial Conglomerates

     12,707,542         —           —           12,707,542   

Insurance

     27,564,884         2,267,605         —           29,832,489   

Internet & Direct Marketing Retail

     783,614         —           —           783,614   

Internet Software & Services

     5,226,969         —           —           5,226,969   

IT Services

     18,230,969         —           —           18,230,969   

Life Sciences Tools & Services

     4,949,929         —           —           4,949,929   

Machinery

     11,477,474         —           —           11,477,474   

Media

     23,308,467         —           —           23,308,467   

 

See accompanying notes to financial statements.

 

MSF-18


Metropolitan Series Fund

MFS Total Return Portfolio

Schedule of Investments as of December 31, 2016

Fair Value Hierarchy—(Continued)

 

Description    Level 1      Level 2     Level 3      Total  

Metals & Mining

   $ —        $ 1,530,194     $ —        $ 1,530,194  

Mortgage Real Estate Investment Trusts

     2,084,059        —         —          2,084,059  

Multi-Utilities

     1,869,399        864,948       —          2,734,347  

Multiline Retail

     5,061,097        —         —          5,061,097  

Oil, Gas & Consumable Fuels

     27,688,387        3,648,380       —          31,336,767  

Personal Products

     1,604,762        —         —          1,604,762  

Pharmaceuticals

     30,663,301        4,079,226       —          34,742,527  

Professional Services

     1,558,153        —         —          1,558,153  

Road & Rail

     3,682,173        —         —          3,682,173  

Semiconductors & Semiconductor Equipment

     10,124,210        —         —          10,124,210  

Software

     9,385,973        —         —          9,385,973  

Specialty Retail

     5,496,504        —         —          5,496,504  

Technology Hardware, Storage & Peripherals

     5,245,494        —         —          5,245,494  

Textiles, Apparel & Luxury Goods

     594,361        —         —          594,361  

Tobacco

     19,993,258        499,371       —          20,492,629  

Trading Companies & Distributors

     518,493        —         —          518,493  

Total Common Stocks

     472,361,850        31,093,784       —          503,455,634  

Total U.S. Treasury & Government Agencies*

     —          211,626,503       —          211,626,503  

Total Corporate Bonds & Notes*

     —          102,777,853       —          102,777,853  

Total Mortgage-Backed Securities*

     —          13,577,969       —          13,577,969  

Total Asset-Backed Securities*

     —          8,436,505       —          8,436,505  

Total Convertible Preferred Stocks*

     4,258,058        —         —          4,258,058  

Total Municipals

     —          3,333,141       —          3,333,141  

Total Foreign Government*

     —          826,554       —          826,554  
Short-Term Investments  

Discount Note

     —          6,249,896       —          6,249,896  

Repurchase Agreement

     —          7,647,581       —          7,647,581  

Total Short-Term Investments

     —          13,897,477       —          13,897,477  

Total Securities Lending Reinvestments*

     —          62,021,934       —          62,021,934  

Total Investments

   $ 476,619,908      $ 447,591,720     $ —        $ 924,211,628  
                                    

Collateral for Securities Loaned (Liability)

   $ —        $ (62,008,686   $ —        $ (62,008,686

 

* See Schedule of Investments for additional detailed categorizations.

 

See accompanying notes to financial statements.

 

MSF-19


Metropolitan Series Fund

MFS Total Return Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

 

Investments at value (a) (b)

   $ 924,211,628  

Cash

     8,569  

Cash denominated in foreign currencies (c)

     193  

Receivable for:

 

Investments sold

     918,522  

TBA securities sold

     1,709,261  

Fund shares sold

     210,690  

Dividends and interest

     3,216,864  

Prepaid expenses

     2,470  
  

 

 

 

Total Assets

     930,278,197  

Liabilities

 

Collateral for securities loaned

     62,008,686  

Payables for:

 

Investments purchased

     2,737,782  

TBA securities purchased

     3,144,603  

Fund shares redeemed

     818,004  

Accrued Expenses:

 

Management fees

     408,592  

Distribution and service fees

     124,667  

Deferred trustees’ fees

     91,956  

Other expenses

     204,498  
  

 

 

 

Total Liabilities

     69,538,788  
  

 

 

 

Net Assets

   $ 860,739,409  
  

 

 

 

Net Assets Consist of:

 

Paid in surplus

   $ 685,993,001  

Undistributed net investment income

     20,241,291  

Accumulated net realized gain

     39,405,654  

Unrealized appreciation on investments and foreign currency transactions

     115,099,463  
  

 

 

 

Net Assets

   $ 860,739,409  
  

 

 

 

Net Assets

 

Class A

   $ 178,029,857  

Class B

     227,380,131  

Class E

     26,292,178  

Class F

     429,037,243  

Capital Shares Outstanding*

 

Class A

     1,044,182  

Class B

     1,351,686  

Class E

     155,070  

Class F

     2,538,780  

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 170.50  

Class B

     168.22  

Class E

     169.55  

Class F

     168.99  

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $809,100,882.
(b) Includes securities loaned at value of $60,323,051.
(c) Identified cost of cash denominated in foreign currencies was $193.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

 

Dividends (a)

   $ 14,444,974  

Interest (b)

     10,235,986  

Securities lending income

     116,112  

Other income (c)

     616,989  
  

 

 

 

Total investment income

     25,414,061  

Expenses

 

Management fees

     4,815,711  

Administration fees

     28,182  

Custodian and accounting fees

     145,047  

Distribution and service fees—Class B

     562,685  

Distribution and service fees—Class E

     39,780  

Distribution and service fees—Class F

     880,388  

Audit and tax services

     61,777  

Legal

     33,061  

Trustees’ fees and expenses

     45,248  

Shareholder reporting

     91,317  

Insurance

     6,061  

Miscellaneous

     22,656  
  

 

 

 

Total expenses

     6,731,913  

Less broker commission recapture

     (13,145
  

 

 

 

Net expenses

     6,718,768  
  

 

 

 

Net Investment Income

     18,695,293  
  

 

 

 

Net Realized and Unrealized Gain

 

Net realized gain (loss) on:  

Investments

     48,292,286  

Foreign currency transactions

     (11,790
  

 

 

 

Net realized gain

     48,280,496  
  

 

 

 
Net change in unrealized appreciation on:  

Investments

     7,343,937  

Foreign currency transactions

     2,116  
  

 

 

 

Net change in unrealized appreciation

     7,346,053  
  

 

 

 

Net realized and unrealized gain

     55,626,549  
  

 

 

 

Net Increase in Net Assets From Operations

   $ 74,321,842  
  

 

 

 

 

(a) Net of foreign withholding taxes of $120,066.
(b) Net of foreign withholding taxes of $1,684.
(c) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-20


Metropolitan Series Fund

MFS Total Return Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

 

From Operations

 

Net investment income

   $ 18,695,293     $ 18,332,793  

Net realized gain

     48,280,496       63,473,896  

Net change in unrealized appreciation (depreciation)

     7,346,053       (83,606,019
  

 

 

   

 

 

 

Increase (decrease) in net assets from operations

     74,321,842       (1,799,330
  

 

 

   

 

 

 

From Distributions to Shareholders

 

Net investment income

 

Class A

     (4,805,228     (4,674,856

Class B

     (6,072,122     (5,704,188

Class E

     (733,783     (726,208

Class F

     (12,040,322     (11,893,043

Net realized capital gains

 

Class A

     (6,863,400     0  

Class B

     (9,524,717     0  

Class E

     (1,110,818     0  

Class F

     (18,598,020     0  
  

 

 

   

 

 

 

Total distributions

     (59,748,410     (22,998,295
  

 

 

   

 

 

 

Decrease in net assets from capital share transactions

     (20,253,047     (98,585,300
  

 

 

   

 

 

 

Total decrease in net assets

     (5,679,615     (123,382,925

Net Assets

 

Beginning of period

     866,419,024       989,801,949  
  

 

 

   

 

 

 

End of period

   $ 860,739,409     $ 866,419,024  
  

 

 

   

 

 

 

Undistributed net investment income

 

End of period

   $ 20,241,291     $ 23,771,827  
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

 

Sales

     129,730     $ 21,615,075       45,931     $ 7,887,755  

Reinvestments

     71,666       11,668,628       27,213       4,674,856  

Redemptions

     (144,671     (24,428,265     (166,791     (28,716,810
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     56,725     $ 8,855,438       (93,647   $ (16,154,199
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

 

Sales

     100,356     $ 16,734,253       78,297     $ 13,303,631  

Reinvestments

     96,959       15,596,839       33,584       5,704,188  

Redemptions

     (190,185     (31,631,267     (218,141     (37,048,767
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     7,130     $ 699,825       (106,260   $ (18,040,948
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

 

Sales

     6,091     $ 1,025,578       5,625     $ 957,696  

Reinvestments

     11,383       1,844,601       4,247       726,208  

Redemptions

     (24,686     (4,135,523     (27,391     (4,675,378
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (7,212   $ (1,265,344     (17,519   $ (2,991,474
  

 

 

   

 

 

   

 

 

   

 

 

 

Class F

 

Sales

     132,303     $ 22,113,886       99,869     $ 17,025,766  

Reinvestments

     189,641       30,638,342       69,746       11,893,043  

Redemptions

     (486,568     (81,295,194     (530,173     (90,317,488
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (164,624   $ (28,542,966     (360,558   $ (61,398,679
  

 

 

   

 

 

   

 

 

   

 

 

 

Decrease derived from capital shares transactions

     $ (20,253,047     $ (98,585,300
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-21


Metropolitan Series Fund

MFS Total Return Portfolio

Financial Highlights

 

Selected per share data  
     Class A  
     Year Ended December 31,  
     2016     2015     2014     2013     2012  

Net Asset Value, Beginning of Period

   $ 168.01      $ 172.72      $ 162.91      $ 140.60      $ 129.68   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     3.94  (b)      3.66        3.85        3.33        3.34   

Net realized and unrealized gain (loss) on investments

     10.93        (3.83     9.94        22.92        11.49   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     14.87        (0.17     13.79        26.25        14.83   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     (5.10     (4.54     (3.98     (3.94     (3.91

Distributions from net realized capital gains

     (7.28     0.00        0.00        0.00        0.00   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (12.38     (4.54     (3.98     (3.94     (3.91
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 170.50      $ 168.01      $ 172.72      $ 162.91      $ 140.60   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (%) (c)

     9.20        (0.16     8.64        18.99        11.58   

Ratios/Supplemental Data

          

Ratio of expenses to average net assets (%)

     0.61        0.60        0.60        0.59        0.60   

Ratio of net investment income to average net assets (%)

     2.34  (b)      2.13        2.32        2.19        2.46   

Portfolio turnover rate (%)

     35  (d)      41  (d)      34  (d)      53  (d)      20   

Net assets, end of period (in millions)

   $ 178.0      $ 165.9      $ 186.7      $ 185.5      $ 169.9   
     Class B  
     Year Ended December 31,  
     2016     2015     2014     2013     2012  

Net Asset Value, Beginning of Period

   $ 165.89      $ 170.57      $ 160.94      $ 138.95      $ 128.21   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     3.48  (b)      3.20        3.40        2.92        2.97   

Net realized and unrealized gain (loss) on investments

     10.77        (3.79     9.81        22.66        11.36   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     14.25        (0.59     13.21        25.58        14.33   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     (4.64     (4.09     (3.58     (3.59     (3.59

Distributions from net realized capital gains

     (7.28     0.00        0.00        0.00        0.00   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (11.92     (4.09     (3.58     (3.59     (3.59
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 168.22      $ 165.89      $ 170.57      $ 160.94      $ 138.95   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (%) (c)

     8.92        (0.40     8.36        18.70        11.31   

Ratios/Supplemental Data

          

Ratio of expenses to average net assets (%)

     0.86        0.85        0.85        0.84        0.85   

Ratio of net investment income to average net assets (%)

     2.09  (b)      1.88        2.07        1.94        2.21   

Portfolio turnover rate (%)

     35  (d)      41  (d)      34  (d)      53  (d)      20   

Net assets, end of period (in millions)

   $ 227.4      $ 223.0      $ 247.5      $ 252.6      $ 229.8   

Please see following page for Financial Highlights footnote legend.

 

 

See accompanying notes to financial statements.

 

MSF-22


Metropolitan Series Fund

MFS Total Return Portfolio

Financial Highlights

 

Selected per share data  
     Class E  
     Year Ended December 31,  
     2016     2015     2014     2013     2012  

Net Asset Value, Beginning of Period

   $ 167.11      $ 171.80      $ 162.06      $ 139.88      $ 129.04   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     3.67  (b)      3.39        3.59        3.09        3.12   

Net realized and unrealized gain (loss) on investments

     10.86        (3.82     9.88        22.81        11.44   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     14.53        (0.43     13.47        25.90        14.56   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     (4.81     (4.26     (3.73     (3.72     (3.72

Distributions from net realized capital gains

     (7.28     0.00        0.00        0.00        0.00   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (12.09     (4.26     (3.73     (3.72     (3.72
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 169.55      $ 167.11      $ 171.80      $ 162.06      $ 139.88   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (%) (c)

     9.03        (0.31     8.48        18.82        11.42   

Ratios/Supplemental Data

          

Ratio of expenses to average net assets (%)

     0.76        0.75        0.75        0.74        0.75   

Ratio of net investment income to average net assets (%)

     2.19  (b)      1.98        2.17        2.04        2.31   

Portfolio turnover rate (%)

     35  (d)      41  (d)      34  (d)      53  (d)      20   

Net assets, end of period (in millions)

   $ 26.3      $ 27.1      $ 30.9      $ 32.5      $ 30.3   
     Class F  
     Year Ended December 31,  
     2016     2015     2014     2013     2012  

Net Asset Value, Beginning of Period

   $ 166.59      $ 171.25      $ 161.54      $ 139.43      $ 128.64   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     3.57  (b)      3.29        3.50        3.00        3.04   

Net realized and unrealized gain (loss) on investments

     10.83        (3.79     9.84        22.74        11.40   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     14.40        (0.50     13.34        25.74        14.44   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     (4.72     (4.16     (3.63     (3.63     (3.65

Distributions from net realized capital gains

     (7.28     0.00        0.00        0.00        0.00   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (12.00     (4.16     (3.63     (3.63     (3.65
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 168.99      $ 166.59      $ 171.25      $ 161.54      $ 139.43   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (%) (c)

     8.97        (0.35     8.42        18.75        11.36   

Ratio of expenses to average net assets (%)

     0.81        0.80        0.80        0.79        0.80   

Ratio of net investment income to average net assets (%)

     2.14  (b)      1.93        2.12        1.99        2.26   

Portfolio turnover rate (%)

     35  (d)      41  (d)      34  (d)      53  (d)      20   

Net assets, end of period (in millions)

   $ 429.0      $ 450.4      $ 524.7      $ 584.1      $ 571.1   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Net investment income per share and the ratio of net investment income to average net assets include a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which amounted to $0.12 per share and 0.07% of average net assets, respectively.
(c) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(d) Includes mortgage dollar roll and TBA transactions; excluding these transactions the portfolio turnover rates would have been 34%, 37%, 25% and 45% for the years ended December 31, 2016, 2015, 2014 and 2013, respectively.

 

See accompanying notes to financial statements.

 

MSF-23


Metropolitan Series Fund

MFS Total Return Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is MFS Total Return Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers four classes of shares: Class A, B, E and F shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Mortgage and asset-backed securities are generally valued on the basis of evaluated or composite bid quotations obtained from pricing services selected by the Adviser pursuant to authorization of and subject to general oversight by the Board. These securities are usually issued as separate tranches, or classes, of securities within each deal. The pricing models for these securities usually consider tranche-level attributes, current market data, estimated cash flows and market-based yield spreads for each tranche and incorporate deal collateral performance, as available. Mortgage and asset-backed securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the

 

MSF-24


Metropolitan Series Fund

MFS Total Return Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Futures contracts that are traded on commodity exchanges are valued at their closing prices as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization

 

MSF-25


Metropolitan Series Fund

MFS Total Return Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to amortization of debt securities, paydown gain/loss reclasses, foreign currency transactions, real estate investment trust (REIT) adjustments, convertible preferred stock, partnership transactions, adjustments to prior period accumulated balances and broker commission recapture. These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Mortgage Dollar Rolls - The Portfolio may enter into mortgage “dollar rolls” in which a Portfolio sells to-be-announced (“TBA”) mortgage-backed securities for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type, coupon, and maturity) securities on a specified future date. For the duration of the transaction, or roll period, the Portfolio foregoes principal (including prepayments of principal) and interest paid on the securities sold. Dollar rolls are accounted for as purchase and sale transactions; gain or loss is recognized at the commencement of the term of the dollar roll and each time the mortgage-backed security is rolled.

Treasury and mortgage dollar roll transactions involve the risk that the market value of the securities that the Portfolio is required to repurchase or reacquire may be less than the agreed-upon repurchase price of those securities and that the investment performance of securities purchased with proceeds from these transactions does not exceed the income, capital appreciation, and gain or loss that would have been realized on the securities transferred or sold, as applicable, as part of the treasury or mortgage dollar roll.

Mortgage-Related and Other Asset-Backed Securities - The Portfolio may invest in mortgage-related or other asset-backed securities. These securities may include mortgage pass-through securities, collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities, CMO residuals, stripped mortgage-backed securities (“SMBS”), and other securities that directly or indirectly represent a participation in, or are secured by or payable from, mortgage loans on real property or other receivables. The value of some mortgage- or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Portfolio to a lower rate of return upon reinvestment of principal. The value of these securities may fluctuate in response to the market’s perception of the creditworthiness of the issuers. Additionally, although mortgages and mortgage-related securities are generally supported by some form of government or private guarantee and/or insurance, there is no assurance that private guarantors or insurers will meet their obligations.

In one type of SMBS, one class receives all of the interest from the mortgage assets (the interest-only or “IO” class), while the other class will receive all of the principal (the principal-only or “PO” class). Because principal will not be received at the maturity of an IO, adjustments are made to the book value of the security until maturity. These adjustments are netted against payments received for the IOs and the net amount is included in interest income on the Statement of Operations of the Portfolio. Payments received for POs are treated as reductions to the cost and par value of the securities. Details of mortgage-related and other asset-backed securities held by the Portfolio are included in the Portfolio’s Schedule of Investments.

The Portfolio may invest a significant portion of its assets in securities of issuers that hold mortgage and asset-backed securities and direct investments in securities backed by commercial and residential mortgage loans and other financial assets. The value and related income of these securities are sensitive to changes in economic conditions, including delinquencies and/or defaults, and may be negatively impacted by increased volatility of market prices and periods of illiquidity.

TBA Purchase & Forward Sale Commitments - The Portfolio may enter into TBA commitments to purchase or sell securities for a fixed price at a future date. TBA commitments are considered securities in themselves, and involve a risk of loss if the value of the security to be purchased or sold declines or increases prior to settlement date, which is in addition to the risk of decline in the value of the Portfolio’s other assets. TBA forward sale commitments are valued at the current market value of the underlying securities, according to the procedures described under “Investment Valuation and Fair Value Measurements”.

When-Issued and Delayed-Delivery Securities - The Portfolio may purchase securities on a when-issued or delayed-delivery basis. Settlement of such transactions normally occurs within a month or more after the purchase commitment is made. The Portfolio may purchase securities under such conditions only with the intention of actually acquiring them, but may enter into a separate agreement to sell the securities before the settlement date. Since the value of securities purchased may fluctuate prior to settlement, the Portfolio may be required to pay more at settlement than the security is worth. In addition, the purchaser is not entitled to any of the interest earned prior to settlement.

 

MSF-26


Metropolitan Series Fund

MFS Total Return Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Upon making a commitment to purchase a security on a when-issued or delayed-delivery basis, the Portfolio will hold liquid assets in a segregated account with the Portfolio’s custodian, or set aside liquid assets in the Portfolio’s records, worth at least the equivalent of the amount due. The liquid assets will be monitored on a daily basis and adjusted as necessary to maintain the necessary value.

Directed Brokerage Agreement - The Trust has entered into a directed brokerage arrangement with State Street Global Markets (“SSGM”). Under this arrangement, the Portfolio directs certain trades to SSGM in return for a recapture credit. SSGM issues a cash rebate to the Portfolio. Amounts paid to the Portfolio are shown separately as broker commission recapture on the Statement of Operations of the Portfolio. Additionally, these amounts have been excluded from the calculation of the net ratio of expenses to average net assets presented in the Financial Highlights for each share class.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio had direct investments in repurchase agreements with a gross value of $7,647,581. Additionally, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $15,075,386. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

 

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

 

MSF-27


Metropolitan Series Fund

MFS Total Return Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

The following table provides a breakdown of transactions accounted for as secured borrowings, the gross obligations by the type of collateral pledged, and the remaining contractual maturities of those transactions, which are accounted for as secured borrowings.

 

     Remaining Contractual Maturity of the Agreements
As of December 31, 2016
 
      Overnight and
Continuous
    Up to
30 Days
     31 - 90
Days
     Greater than
90 days
     Total  
Securities Lending Transactions  

Common Stocks

   $ (45,877,014   $      $      $      $ (45,877,014

Convertible Preferred Stocks

     (20,862                          (20,862

Corporate Bonds & Notes

     (11,660,057                          (11,660,057

U.S. Treasury & Government Agencies

     (4,450,753                          (4,450,753

Total

   $ (62,008,686   $      $      $      $ (62,008,686

Total Borrowings

   $ (62,008,686   $      $      $      $ (62,008,686

Gross amount of recognized liabilities for securities lending transactions

 

   $ (62,008,686
             

 

 

 

3. Certain Risks

 

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Master Securities Forward Transaction Agreements (“MSFTA”) govern the considerations and factors surrounding the settlement of certain forward settling transactions, such as TBA securities and delayed-delivery or secured borrowings transactions by and between the Portfolio and select counterparties. The MSFTA maintain provisions for, among other things, initiation and confirmation, payment and transfer, events of default, termination, and maintenance of collateral.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

4. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, including mortgage dollar roll and TBA transactions but excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$115,669,145    $ 183,799,517      $ 117,312,054      $ 239,273,952  

 

MSF-28


Metropolitan Series Fund

MFS Total Return Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

The Portfolio engaged in security transactions with other accounts managed by Massachusetts Financial Services Company that amounted to $319,945 in purchases and $344,191 in sales of investments, which are included above, and resulted in realized losses of $34,436.

Purchases and sales of mortgage dollar rolls and TBA transactions for the year ended December 31, 2016 were as follows:

 

Purchases

   Sales  
$12,385,672    $ 17,080,589  

5. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$4,815,711      0.600   Of the first $250 million
     0.550   Of the next $500 million
     0.500   On amounts in excess of $750 million

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. Massachusetts Financial Services Company is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B, E, and F Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B, E, and F Shares. Under the Distribution and Service Plan, the Class B, E, and F Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B, E, and F Shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares, 0.15% per year for Class E Shares, and 0.20% per year for Class F Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

6. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

 

MSF-29


Metropolitan Series Fund

MFS Total Return Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

7. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$23,651,455    $ 22,998,295      $ 36,096,955      $      $ 59,748,410      $ 22,998,295  

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
     Total  
$22,482,035    $ 43,637,991      $ 108,718,338      $      $ 174,838,364  

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

8. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-30


Metropolitan Series Fund

MFS Total Return Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of MFS Total Return Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of MFS Total Return Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Total Return Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-31


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-32


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and MSF)
to present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-33


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST)
to present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF)
to present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF)
to present
   Vice President, MetLife, Inc. (2013-present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST)
to present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-34


Metropolitan Series Fund

MFS Total Return Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment

 

MSF-35


Metropolitan Series Fund

MFS Total Return Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory agreements—(Continued)

 

performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of

 

MSF-36


Metropolitan Series Fund

MFS Total Return Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

*  *  *

MFS Total Return Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and Massachusetts Financial Services Company regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe and its Lipper Index for the one-, three-, and five-year periods ended June 30, 2016. The Board further considered that the Portfolio outperformed its blended benchmark, the S&P 500 Index (60%) and Barclays U.S. Aggregate Bond Index (40%), for the one-year period ended October 31, 2016, and underperformed its blended benchmark for the three- and five-year periods ended October 31, 2016.

The Board also considered that the Portfolio’s actual management fees were above the Expense Group median, the Expense Universe median, and the Sub-advised Expense Universe median. The Board further noted that the Portfolio’s total expenses (exclusive of 12b-l fees) were below the Expense Group median, Expense Universe median, and Sub-advised Expense Universe median. The Board further noted that the Portfolio’s contractual management fees were below the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also took into account that the Portfolio’s contractual sub-advisory fees were above the averages of the Sub-advised Expense Group and the Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-37


Metropolitan Series Fund

MFS Total Return Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-38


Metropolitan Series Fund

MFS Total Return Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-39


Metropolitan Series Fund

MFS Total Return Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-40


Metropolitan Series Fund

MFS Total Return Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-41


Metropolitan Series Fund

MFS Value Portfolio

Managed by Massachusetts Financial Services Company

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, D and E shares of the MFS Value Portfolio returned 14.39%, 14.10%, 14.23%, and 14.20%, respectively. The Portfolio’s benchmark, the Russell 1000 Value Index1, returned 17.34%.

MARKET ENVIRONMENT/CONDITIONS

Sluggish global growth weighed on both developed and emerging market (“EM”) economies during much of the reporting period, though signs of improved growth became evident in late 2016. The U.S. Federal Reserve increased interest rates by 25 basis points at the end of the period, the second hike of the cycle which began in December 2015. Globally, however, central bank policy remained highly accommodative, which forced many government, and even some corporate, bond yields into negative territory during the period. During the first half of the year, the United Kingdom voted to leave the European Union (“EU”), beginning a multi-year process of negotiation in order to achieve “Brexit.” While markets initially reacted to the vote with alarm, the spillover to European and EM economies was relatively short-lived, although risks of further hits to EU cohesiveness could re-emerge. Late in the period, the surprising U.S. presidential election outcome prompted a significant rally in equities and a rise in bond yields in anticipation of a reflationary policy mix from the incoming Trump administration.

Headwinds from lower energy and commodity prices, which had spread beyond the Energy, Materials, and Industrial sectors early in the reporting period, abated later in the year as stabilizing oil prices helped push energy earnings higher relative to expectations. A sharp rise in the U.S dollar was a headwind for multinationals late in the period. The sharp rise in the U.S. dollar also weighed on earnings. U.S. consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. Demand for autos reached near-record territory, while the housing market continued its recovery. Slow global trade continued to mirror slow global growth, particularly for many EM countries. That said, EM countries began to show signs of a modest upturn in activity along with adjustment in their external accounts. These improved conditions appeared to have reassured investors and contributed to record inflows into the asset class during July and August as negative yields for an increasing share of developed market bonds drove yield-hungry investors further out on the risk spectrum. Similar investor inflows were experienced in the investment grade and high yield corporate markets. Late in the reporting period, however, new challenges emerged for emerging markets debt (“EMD”) as a result of the U.S. presidential election, which raised concerns about the potential for a protectionist turn in U.S. trade policy which could negatively impact EM economies. These concerns, along with rising expectations for U.S. growth, inflation and rates, have turned the tables on flows into EMD. Since the election, flows have reversed. As of the end of the period, the markets seemed to be in “wait-and-see” mode, looking for evidence to either confirm or refute the repricing of risk that has occurred since Election Day.

PORTFOLIO REVIEW/PERIOD END POSITIONING

The Portfolio underperformed its benchmark Index for the period. The combination of an overweight allocation and weak stock selection in the Health Care sector detracted from performance relative to the Index. Here, overweight positions in healthcare services company Express Scripts and medical device maker Medtronic, and holdings of health services and information technology company McKesson, held back relative results.

Stock selection in the Materials sector hurt relative returns. Within this sector, the Portfolio’s holdings of chemical company PPG Industries dampened relative performance.

The combination of an overweight allocation and weak stock selection in the Consumer Staples sector also hampered relative results led by an overweight position in drugstore retailer CVS Health, and holdings of global food company Nestle (Switzerland) and international manufacturer and distributer of premium drinks Diageo (United Kingdom).

Other top relative detractors during the period included holdings of automotive components manufacturer Delphi Automotive, and not owning shares of financial services firm Bank of America and telecommunications company AT&T.

During the reporting period, the Portfolio’s relative currency exposure, resulting primarily from differences between the Portfolio’s and the benchmark’s exposures to holdings of securities denominated in foreign currencies, was a detractor to relative performance. All of MFS’ investment decisions are driven by the fundamentals of each individual opportunity and as such, it is common for our portfolios to have different currency exposure than the benchmark.

The Portfolio’s avoidance of the Real Estate sector bolstered relative performance. However, there were no individual stocks within this sector that were among the Portfolio’s largest relative contributors during the period.

An overweight position in the Industrials sector aided relative results, led by the Portfolio’s avoidance of poor-performing diversified industrial conglomerate General Electric.

Strong stock selection in the Consumer Discretionary sector also bolstered relative performance. Here, the Portfolio’s overweight position in media firm Time Warner supported relative results.

Stocks in other sectors that benefited relative results included overweight positions in financial services firms JPMorgan Chase, Goldman Sachs Group, and Prudential Financial; semiconductor company Texas Instruments; and telecommunication services provider Verizon Communications. Additionally, not owning shares of software giant Microsoft, and underweight positions in eye care and skin care products company Allergan and diversified financial services firm Citigroup further supported relative results.

 

MSF-1


Metropolitan Series Fund

MFS Value Portfolio

Managed by Massachusetts Financial Services Company

Portfolio Manager Commentary*—(Continued)

 

For the 12-month period ending December 31, 2016, the Portfolio was overweight Industrials, Health Care, and Consumer Staples while being most underweight Energy, Utilities, and Real Estate. Relative sector positioning reflects the investment team’s bottom up stock selection process rather than any top-down macroeconomic view.

Steven R. Gorham

Nevin P. Chitkara

Portfolio Managers

Massachusetts Financial Services Company

 

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-2


Metropolitan Series Fund

MFS Value Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE RUSSELL 1000 VALUE INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year        Since Inception2  
MFS Value Portfolio                      

Class A

       14.39           14.91           7.05             

Class B

       14.10           14.63                     7.54   

Class D

       14.23                               11.67   

Class E

       14.20           14.74                     7.65   
Russell 1000 Value Index        17.34           14.80           5.72             

1 The Russell 1000 Value Index is an unmanaged measure of the largest capitalized U.S. domiciled companies with a less than average growth orientation. Companies in this Index generally have a low price-to-book and price-to-earnings ratio, higher dividend yields and lower forecasted growth values.

2 Inception dates of the Class A, Class B, Class D and Class E shares are 7/20/98, 4/28/08, 4/26/13 and 4/28/08, respectively.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 
JPMorgan Chase & Co.      4.8   
Wells Fargo & Co.      3.5   
Johnson & Johnson      3.4   
Philip Morris International, Inc.      3.2   
Accenture plc - Class A      2.6   
Travelers Cos., Inc. (The)      2.5   
Goldman Sachs Group, Inc. (The)      2.5   
U.S. Bancorp      2.4   
Chubb, Ltd.      2.3   
Medtronic plc      2.2   

Top Sectors

 

     % of
Net Assets
 
Financials      30.2   
Industrials      15.3   
Health Care      15.2   
Consumer Staples      12.4   
Information Technology      7.4   
Consumer Discretionary      6.9   
Energy      5.2   
Materials      4.0   
Telecommunication Services      1.4   
Utilities      1.1   

 

MSF-3


Metropolitan Series Fund

MFS Value Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

MFS Value Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.58    $ 1,000.00         $ 1,067.60         $ 3.01   
   Hypothetical*      0.58    $ 1,000.00         $ 1,022.22         $ 2.95   

Class B(a)

   Actual      0.83    $ 1,000.00         $ 1,066.90         $ 4.31   
   Hypothetical*      0.83    $ 1,000.00         $ 1,020.96         $ 4.22   

Class D(a)

   Actual      0.68    $ 1,000.00         $ 1,067.10         $ 3.53   
   Hypothetical*      0.68    $ 1,000.00         $ 1,021.72         $ 3.46   

Class E(a)

   Actual      0.73    $ 1,000.00         $ 1,066.60         $ 3.79   
   Hypothetical*      0.73    $ 1,000.00         $ 1,021.47         $ 3.71   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 5 of the Notes to Financial Statements.

 

MSF-4


Metropolitan Series Fund

MFS Value Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—99.1% of Net Assets

 

Security Description   Shares     Value  
Aerospace & Defense—3.3%  

Lockheed Martin Corp.

    147,894      $ 36,964,626   

Northrop Grumman Corp.

    121,094        28,164,043   

United Technologies Corp.

    328,134        35,970,049   
   

 

 

 
      101,098,718   
   

 

 

 
Air Freight & Logistics—1.5%  

United Parcel Service, Inc. - Class B

    411,456        47,169,316   
   

 

 

 
Auto Components—0.9%  

Delphi Automotive plc

    399,911        26,934,006   
   

 

 

 
Automobiles—0.5%  

Harley-Davidson, Inc. (a)

    268,493        15,663,882   
   

 

 

 
Banks—13.9%  

Citigroup, Inc.

    946,218        56,233,736   

JPMorgan Chase & Co.

    1,736,841        149,872,010   

PNC Financial Services Group, Inc. (The) (a)

    380,914        44,551,701   

U.S. Bancorp

    1,423,098        73,104,544   

Wells Fargo & Co.

    1,980,520        109,146,457   
   

 

 

 
      432,908,448   
   

 

 

 
Beverages—1.4%  

Diageo plc

    1,171,375        30,304,754   

PepsiCo, Inc.

    140,348        14,684,611   
   

 

 

 
      44,989,365   
   

 

 

 
Building Products—1.8%  

Johnson Controls International plc

    1,375,161        56,642,882   
   

 

 

 
Capital Markets—7.8%  

Bank of New York Mellon Corp. (The)

    769,926        36,479,094   

BlackRock, Inc.

    77,312        29,420,309   

Franklin Resources, Inc.

    406,937        16,106,566   

Goldman Sachs Group, Inc. (The) (a)

    318,660        76,303,137   

Moody’s Corp. (a)

    190,775        17,984,359   

Nasdaq, Inc.

    492,503        33,056,801   

S&P Global, Inc.

    54,562        5,867,598   

State Street Corp.

    344,649        26,786,120   
   

 

 

 
      242,003,984   
   

 

 

 
Chemicals—3.5%  

E.I. du Pont de Nemours & Co.

    315,509        23,158,361   

Monsanto Co.

    111,238        11,703,350   

PPG Industries, Inc.

    586,734        55,598,914   

Sherwin-Williams Co. (The)

    65,087        17,491,480   
   

 

 

 
      107,952,105   
   

 

 

 
Consumer Finance—0.9%  

American Express Co.

    386,755        28,650,810   
   

 

 

 
Containers & Packaging—0.5%  

Crown Holdings, Inc. (a) (b)

    274,410        14,425,734   
   

 

 

 
Diversified Telecommunication Services—1.4%  

Verizon Communications, Inc. (a)

    813,337      43,415,929   
   

 

 

 
Electric Utilities—1.1%  

Duke Energy Corp.

    333,514        25,887,357   

Xcel Energy, Inc. (a)

    229,172        9,327,300   
   

 

 

 
      35,214,657   
   

 

 

 
Electrical Equipment—0.9%  

Eaton Corp. plc

    396,560        26,605,210   
   

 

 

 
Energy Equipment & Services—1.2%  

Schlumberger, Ltd.

    456,210        38,298,829   
   

 

 

 
Food & Staples Retailing—1.7%  

CVS Health Corp.

    658,073        51,928,540   
   

 

 

 
Food Products—4.6%  

Archer-Daniels-Midland Co. (a)

    560,460        25,584,999   

Danone S.A.

    201,253        12,738,379   

General Mills, Inc.

    494,196        30,526,487   

J.M. Smucker Co. (The) (a)

    127,285        16,300,117   

Mead Johnson Nutrition Co.

    111,069        7,859,242   

Nestle S.A.

    677,008        48,559,137   
   

 

 

 
      141,568,361   
   

 

 

 
Health Care Equipment & Supplies—5.1%  

Abbott Laboratories

    848,091        32,575,175   

Danaher Corp.

    426,669        33,211,915   

Medtronic plc

    964,989        68,736,166   

St. Jude Medical, Inc.

    293,892        23,567,200   
   

 

 

 
      158,090,456   
   

 

 

 
Health Care Providers & Services—1.7%  

Cigna Corp.

    116,181        15,497,384   

Express Scripts Holding Co. (b)

    259,955        17,882,304   

McKesson Corp.

    146,444        20,568,060   
   

 

 

 
      53,947,748   
   

 

 

 
Household Durables—0.2%  

Newell Brands, Inc. (a)

    113,823        5,082,197   
   

 

 

 
Household Products—0.4%  

Procter & Gamble Co. (The)

    139,632        11,740,259   
   

 

 

 
Industrial Conglomerates—3.9%  

3M Co. (a)

    354,086        63,229,137   

Honeywell International, Inc.

    490,556        56,830,913   
   

 

 

 
      120,060,050   
   

 

 

 
Insurance—7.6%  

Aon plc (a)

    421,744        47,037,108   

Chubb, Ltd.

    531,141        70,174,349   

Prudential Financial, Inc. (a)

    386,708        40,240,834   

Travelers Cos., Inc. (The)

    639,797        78,323,949   
   

 

 

 
      235,776,240   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

MFS Value Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description  

Shares

    Value  
IT Services—5.2%  

Accenture plc - Class A (a)

    683,579      $ 80,067,608   

Amdocs, Ltd.

    129,964        7,570,403   

Cognizant Technology Solutions Corp. - Class A (a) (b)

    206,537        11,572,268   

Fidelity National Information Services, Inc.

    365,978        27,682,576   

Fiserv, Inc. (a) (b)

    131,262        13,950,525   

International Business Machines Corp. (a)

    133,546        22,167,301   
   

 

 

 
      163,010,681   
   

 

 

 
Life Sciences Tools & Services—1.1%  

Thermo Fisher Scientific, Inc.

    239,626        33,811,229   
   

 

 

 
Machinery—2.3%  

Illinois Tool Works, Inc.

    230,763        28,259,237   

Ingersoll-Rand plc

    222,857        16,723,189   

Pentair plc

    219,431        12,303,496   

Stanley Black & Decker, Inc.

    135,166        15,502,189   
   

 

 

 
      72,788,111   
   

 

 

 
Media—4.3%  

Comcast Corp. - Class A

    570,617        39,401,104   

Interpublic Group of Cos., Inc. (The) (a)

    513,430        12,019,396   

Omnicom Group, Inc. (a)

    532,916        45,356,481   

Time Warner, Inc. (a)

    285,960        27,603,719   

Walt Disney Co. (The) (a)

    73,819        7,693,416   
   

 

 

 
      132,074,116   
   

 

 

 
Multiline Retail—0.5%  

Target Corp.

    212,945        15,381,017   
   

 

 

 
Oil, Gas & Consumable Fuels—4.0%  

Chevron Corp.

    259,789        30,577,165   

EOG Resources, Inc.

    319,037        32,254,641   

Exxon Mobil Corp.

    376,715        34,002,296   

Occidental Petroleum Corp. (a)

    377,783        26,909,483   
   

 

 

 
      123,743,585   
   

 

 

 
Personal Products—0.4%  

Coty, Inc. - Class A (a)

    714,668        13,085,571   
   

 

 

 
Pharmaceuticals—7.3%  

Johnson & Johnson (a)

    916,602        105,601,716   

Merck & Co., Inc.

    741,216        43,635,386   

Novartis AG

    95,841        6,971,345   

Pfizer, Inc. (a)

    1,995,452        64,812,281   

Roche Holding AG

    27,492        6,264,140   
   

 

 

 
      227,284,868   
   

 

 

 
Professional Services—0.4%  

Equifax, Inc.

    96,400        11,397,372   
   

 

 

 
Road & Rail—1.3%  

Canadian National Railway Co. (a)

    246,345        16,603,653   
Road & Rail—(Continued)  

Union Pacific Corp.

    224,054      23,229,919   
   

 

 

 
      39,833,572   
   

 

 

 
Semiconductors & Semiconductor Equipment—1.5%  

Texas Instruments, Inc.

    653,379        47,677,066   
   

 

 

 
Software—0.6%  

Oracle Corp.

    486,608        18,710,078   
   

 

 

 
Specialty Retail—0.2%  

Advance Auto Parts, Inc. (a)

    44,834        7,582,326   
   

 

 

 
Textiles, Apparel & Luxury Goods—0.3%  

Hanesbrands, Inc. (a)

    496,860        10,717,270   
   

 

 

 
Tobacco—3.9%  

Altria Group, Inc.

    316,294        21,387,800   

Philip Morris International, Inc.

    1,099,811        100,621,709   
   

 

 

 
      122,009,509   
   

 

 

 

Total Common Stocks
(Cost $2,289,406,246)

      3,079,274,097   
   

 

 

 
Short-Term Investment—0.9%   
Commercial Paper—0.9%  

GE Capital Treasury Services U.S. LLC
0.406%, 01/03/17 (c)

    28,626,000        28,625,046   
   

 

 

 

Total Short-Term Investments
(Cost $28,625,046)

      28,625,046   
   

 

 

 
Securities Lending Reinvestments (d)— 7.2%   
Certificates of Deposit—3.9%  

Banco Del Estado De Chile New York
1.154%, 06/21/17 (e)

    3,000,000        2,999,385   

Bank of Nova Scotia Houston
1.201%, 11/03/17 (e)

    5,000,000        5,004,232   

Bank of Tokyo UFJ, Ltd., New York
1.121%, 02/28/17 (e)

    3,400,000        3,400,068   

Barclays New York
0.894%, 02/10/17 (e)

    5,000,000        5,001,617   

BNP Paribas New York
1.226%, 08/04/17 (e)

    3,500,000        3,501,554   

Chiba Bank, Ltd., New York
0.870%, 01/10/17

    2,400,000        2,400,055   

0.920%, 02/03/17

    5,000,000        5,000,555   

Credit Suisse AG New York
1.444%, 04/24/17 (e)

    3,500,000        3,500,823   

DNB NOR Bank ASA
1.130%, 07/28/17 (e)

    1,200,000        1,199,790   

DZ Bank AG New York
1.010%, 02/27/17

    4,000,000        4,001,156   

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

MFS Value Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (d)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Certificates of Deposit—(Continued)  

KBC Brussells
1.050%, 01/27/17

    4,300,000      $ 4,300,817   

Landesbank Hessen-Thüringen London
Zero Coupon, 01/24/17

    3,491,968        3,498,495   

Mizuho Bank, Ltd., New York
1.336%, 05/17/17

    10,000,000        9,999,040   

1.361%, 04/26/17 (e)

    3,000,000        2,999,847   

National Australia Bank London
1.034%, 05/02/17 (e)

    2,000,000        2,001,888   

1.182%, 11/09/17 (e)

    6,000,000        5,985,120   

National Bank of Canada
0.650%, 01/06/17

    10,500,000        10,500,420   

Natixis New York
0.900%, 02/17/17

    8,000,000        8,001,024   

Shizuoka Bank New York
0.840%, 01/03/17

    4,600,000        4,600,018   

Standard Chartered Bank New York
1.150%, 03/21/17

    8,000,000        8,001,352   

Sumitomo Bank New York
1.215%, 05/05/17 (e)

    2,500,000        2,504,164   

1.336%, 06/19/17 (e)

    2,000,000        1,999,848   

Sumitomo Mitsui Banking Corp.
0.900%, 01/12/17

    2,000,000        2,000,076   

Sumitomo Mitsui Trust Bank, Ltd., London
1.262%, 05/08/17 (e)

    3,500,000        3,506,410   

Sumitomo Mitsui Trust Bank, Ltd., New York
1.351%, 04/26/17 (e)

    4,000,000        4,000,472   

Svenska Handelsbanken New York
1.266%, 05/18/17 (e)

    1,500,000        1,500,261   

UBS, Stamford
1.084%, 05/12/17 (e)

    4,700,000        4,699,643   

Wells Fargo Bank San Francisco N.A.
1.231%, 04/26/17 (e)

    1,200,000        1,200,336   

1.264%, 10/26/17 (e)

    1,750,000        1,751,195   
   

 

 

 
      119,059,661   
   

 

 

 
Commercial Paper—1.7%  

Atlantic Asset Securitization LLC
1.040%, 02/03/17

    3,489,383        3,496,944   

Barton Capital Corp.
0.660%, 01/12/17

    4,994,225        4,998,755   

Den Norske ASA
1.206%, 04/27/17 (e)

    1,200,000        1,200,064   

Erste Abwicklungsanstalt
1.014%, 03/10/17 (e)

    6,000,000        6,000,036   

HSBC plc
1.216%, 04/25/17 (e)

    4,750,000        4,749,796   

LMA S.A. & LMA Americas
1.000%, 01/13/17

    498,792        499,825   

Macquarie Bank, Ltd.
0.930%, 01/19/17

    1,496,435        1,499,074   

1.160%, 03/20/17

    7,976,542        7,980,038   

Old Line Funding LLC
0.840%, 01/03/17

    1,746,856        1,749,862   

1.030%, 03/13/17 (e)

    4,200,000        4,203,278   
Commercial Paper—(Continued)  

Oversea-Chinese Banking Corp., Ltd.
0.890%, 02/21/17

    4,988,628      4,993,360   

Toronto Dominion Holding Corp.
0.600%, 01/05/17

    5,993,800        5,999,328   

Versailles Commercial Paper LLC
1.000%, 01/31/17

    2,892,267        2,897,819   

Westpac Banking Corp.
1.232%, 10/20/17 (e)

    3,250,000        3,255,675   
   

 

 

 
      53,523,854   
   

 

 

 
Repurchase Agreements—1.5%  

Deutsche Bank AG, London
Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $10,901,928 on 01/03/17, collateralized by various Common Stock with a value of $12,115,950.

    10,900,000        10,900,000   

Deutsche Bank Securities, Inc.
Repurchase Agreement dated 10/18/16 at 1.110% to be repurchased at $1,506,290 on 03/03/17, collateralized by various Common Stock with a value of $1,650,000.

    1,500,000        1,500,000   

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $70,551 on 01/03/17, collateralized by $363,051 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $71,958.

    70,547        70,547   

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/15/16 at 0.600% to be repurchased at $16,005,867 on 01/06/17, collateralized by $15,829,682 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $16,328,268.

    16,000,000        16,000,000   

Merrill Lynch, Pierce, Fenner & Smith, Inc.
Repurchase Agreement dated 10/26/16 at 1.160% to be repurchased at $2,010,247 on 04/03/17, collateralized by various Common Stock with a value of $2,200,000.

    2,000,000        2,000,000   

Natixis
Repurchase Agreement dated 12/27/16 at 0.850% to be repurchased at $16,502,727 on 01/03/17, collateralized by $26,483,644 U.S. Government Agency and Treasury Obligations with rates ranging from 0.000% - 4.672%, maturity dates ranging from 01/31/17 - 09/16/58, with a value of $16,832,069.

    16,500,000        16,500,000   
   

 

 

 
      46,970,547   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

MFS Value Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (d)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Time Deposits—0.1%  

OP Corporate Bank plc
1.010%, 01/04/17

    1,500,000     $ 1,500,000  

Shinkin Central Bank
1.200%, 01/27/17

    300,000       300,000  

1.220%, 01/26/17

    1,900,000       1,900,000  
   

 

 

 
      3,700,000  
   

 

 

 

Total Securities Lending Reinvestments
(Cost $223,235,893)

      223,254,062  
   

 

 

 

Total Investments—107.2%
(Cost $2,541,267,185) (f)

      3,331,153,205  

Other assets and liabilities (net)—(7.2)%

      (223,483,326
   

 

 

 
Net Assets—100.0%     $ 3,107,669,879  
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $217,331,241 and the collateral received consisted of cash in the amount of $223,189,444. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(b) Non-income producing security.
(c) The rate shown represents current yield to maturity.
(d) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(e) Variable or floating rate security. The stated rate represents the rate at December 31, 2016.
(f) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $2,542,223,946. The aggregate unrealized appreciation and depreciation of investments were $822,886,495 and $(33,957,236), respectively, resulting in net unrealized appreciation of $788,929,259 for federal income tax purposes.

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2      Level 3      Total  
Common Stocks  

Aerospace & Defense

   $ 101,098,718      $ —        $ —        $ 101,098,718  

Air Freight & Logistics

     47,169,316        —          —          47,169,316  

Auto Components

     26,934,006        —          —          26,934,006  

Automobiles

     15,663,882        —          —          15,663,882  

Banks

     432,908,448        —          —          432,908,448  

Beverages

     14,684,611        30,304,754        —          44,989,365  

Building Products

     56,642,882        —          —          56,642,882  

Capital Markets

     242,003,984        —          —          242,003,984  

Chemicals

     107,952,105        —          —          107,952,105  

Consumer Finance

     28,650,810        —          —          28,650,810  

Containers & Packaging

     14,425,734        —          —          14,425,734  

Diversified Telecommunication Services

     43,415,929        —          —          43,415,929  

Electric Utilities

     35,214,657        —          —          35,214,657  

Electrical Equipment

     26,605,210        —          —          26,605,210  

Energy Equipment & Services

     38,298,829        —          —          38,298,829  

Food & Staples Retailing

     51,928,540        —          —          51,928,540  

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

MFS Value Portfolio

Schedule of Investments as of December 31, 2016

Fair Value Hierarchy—(Continued)

 

Description    Level 1      Level 2     Level 3      Total  

Food Products

   $ 80,270,845       $ 61,297,516      $ —         $ 141,568,361   

Health Care Equipment & Supplies

     158,090,456         —          —           158,090,456   

Health Care Providers & Services

     53,947,748         —          —           53,947,748   

Household Durables

     5,082,197         —          —           5,082,197   

Household Products

     11,740,259         —          —           11,740,259   

Industrial Conglomerates

     120,060,050         —          —           120,060,050   

Insurance

     235,776,240         —          —           235,776,240   

IT Services

     163,010,681         —          —           163,010,681   

Life Sciences Tools & Services

     33,811,229         —          —           33,811,229   

Machinery

     72,788,111         —          —           72,788,111   

Media

     132,074,116         —          —           132,074,116   

Multiline Retail

     15,381,017         —          —           15,381,017   

Oil, Gas & Consumable Fuels

     123,743,585         —          —           123,743,585   

Personal Products

     13,085,571         —          —           13,085,571   

Pharmaceuticals

     214,049,383         13,235,485        —           227,284,868   

Professional Services

     11,397,372         —          —           11,397,372   

Road & Rail

     39,833,572         —          —           39,833,572   

Semiconductors & Semiconductor Equipment

     47,677,066         —          —           47,677,066   

Software

     18,710,078         —          —           18,710,078   

Specialty Retail

     7,582,326         —          —           7,582,326   

Textiles, Apparel & Luxury Goods

     10,717,270         —          —           10,717,270   

Tobacco

     122,009,509         —          —           122,009,509   

Total Common Stocks

     2,974,436,342         104,837,755        —           3,079,274,097   

Total Short-Term Investment*

     —           28,625,046        —           28,625,046   

Total Securities Lending Reinvestments*

     —           223,254,062        —           223,254,062   

Total Investments

   $ 2,974,436,342       $ 356,716,863      $ —         $ 3,331,153,205   
                                    

Collateral for Securities Loaned (Liability)

   $ —         $ (223,189,444   $ —         $ (223,189,444

 

* See Schedule of Investments for additional detailed categorizations.

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

MFS Value Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

 

Investments at value (a) (b)

   $ 3,331,153,205  

Cash

     830  

Cash denominated in foreign currencies (c)

     777  

Receivable for:

 

Investments sold

     148,050  

Fund shares sold

     192,315  

Dividends

     6,293,818  

Prepaid expenses

     8,734  
  

 

 

 

Total Assets

     3,337,797,729  

Liabilities

 

Collateral for securities loaned

     223,189,444  

Payables for:

 

Investments purchased

     1,025,918  

Fund shares redeemed

     3,814,066  

Accrued Expenses:

 

Management fees

     1,493,811  

Distribution and service fees

     181,942  

Deferred trustees’ fees

     152,178  

Other expenses

     270,491  
  

 

 

 

Total Liabilities

     230,127,850  
  

 

 

 

Net Assets

   $ 3,107,669,879  
  

 

 

 

Net Assets Consist of:

 

Paid in surplus

   $ 2,056,330,244  

Undistributed net investment income

     65,654,481  

Accumulated net realized gain

     195,929,552  

Unrealized appreciation on investments and foreign currency transactions

     789,755,602  
  

 

 

 

Net Assets

   $ 3,107,669,879  
  

 

 

 

Net Assets

 

Class A

   $ 2,222,240,436  

Class B

     804,169,565  

Class D

     14,384,918  

Class E

     66,874,960  

Capital Shares Outstanding*

 

Class A

     145,115,825  

Class B

     53,132,380  

Class D

     942,523  

Class E

     4,393,905  

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 15.31  

Class B

     15.14  

Class D

     15.26  

Class E

     15.22  

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $2,541,267,185.
(b) Includes securities loaned at value of $217,331,241.
(c) Identified cost of cash denominated in foreign currencies was $770.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

 

Dividends (a)

   $ 85,132,912  

Interest

     76,382  

Securities lending income

     459,543  

Other income (b)

     310,084  
  

 

 

 

Total investment income

     85,978,921  

Expenses

 

Management fees

     21,207,964  

Administration fees

     98,472  

Custodian and accounting fees

     173,759  

Distribution and service fees—Class B

     1,899,454  

Distribution and service fees—Class D

     14,296  

Distribution and service fees—Class E

     98,305  

Audit and tax services

     42,040  

Legal

     33,604  

Trustees’ fees and expenses

     45,219  

Shareholder reporting

     174,769  

Insurance

     21,003  

Miscellaneous

     40,833  
  

 

 

 

Total expenses

     23,849,718  

Less management fee waiver

     (4,128,917

Less broker commission recapture

     (84,103
  

 

 

 

Net expenses

     19,636,698  
  

 

 

 

Net Investment Income

     66,342,223  
  

 

 

 

Net Realized and Unrealized Gain

 

Net realized gain (loss) on:  

Investments

     198,423,362  

Foreign currency transactions

     (70,499
  

 

 

 

Net realized gain

     198,352,863  
  

 

 

 
Net change in unrealized appreciation (depreciation) on:  

Investments

     141,300,927  

Foreign currency transactions

     (7,022
  

 

 

 

Net change in unrealized appreciation

     141,293,905  
  

 

 

 

Net realized and unrealized gain

     339,646,768  
  

 

 

 

Net Increase in Net Assets From Operations

   $ 405,988,991  
  

 

 

 

 

(a) Net of foreign withholding taxes of $438,010.
(b) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

MFS Value Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

 

From Operations

 

Net investment income

   $ 66,342,223     $ 58,468,761  

Net realized gain

     198,352,863       283,803,641  

Net change in unrealized appreciation (depreciation)

     141,293,905       (342,330,247
  

 

 

   

 

 

 

Increase (decrease) in net assets from operations

     405,988,991       (57,845
  

 

 

   

 

 

 

From Distributions to Shareholders

 

Net investment income

 

Class A

     (49,437,763     (64,266,030

Class B

     (15,441,649     (18,873,575

Class D

     (312,156     (413,063

Class E

     (1,387,482     (1,838,640

Net realized capital gains

 

Class A

     (197,201,744     (369,239,893

Class B

     (69,294,401     (119,713,583

Class D

     (1,306,868     (2,472,344

Class E

     (5,965,342     (11,239,619
  

 

 

   

 

 

 

Total distributions

     (340,347,405     (588,056,747
  

 

 

   

 

 

 

Increase in net assets from capital share transactions

     3,928,365       239,569,799  
  

 

 

   

 

 

 

Total increase (decrease) in net assets

     69,569,951       (348,544,793

Net Assets

 

Beginning of period

     3,038,099,928       3,386,644,721  
  

 

 

   

 

 

 

End of period

   $ 3,107,669,879     $ 3,038,099,928  
  

 

 

   

 

 

 

Undistributed net investment income

 

End of period

   $ 65,654,481     $ 67,871,282  
  

 

 

   

 

 

 

Other Information:

Capital Shares

 

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

 

Sales

     2,740,550     $ 40,952,732       3,370,415     $ 57,892,552  

Reinvestments

     17,504,578       246,639,507       27,842,385       433,505,923  

Redemptions

     (22,073,025     (331,716,371     (19,942,986     (335,396,986
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (1,827,897   $ (44,124,132     11,269,814     $ 156,001,489  
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

 

Sales

     5,538,629     $ 82,344,094       4,205,956     $ 67,865,522  

Reinvestments

     6,074,268       84,736,050       8,981,670       138,587,158  

Redemptions

     (7,981,193     (117,959,367     (7,493,315     (124,870,417
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     3,631,704     $ 49,120,777       5,694,311     $ 81,582,263  
  

 

 

   

 

 

   

 

 

   

 

 

 

Class D

 

Sales

     45,140     $ 685,564       17,071     $ 268,085  

Reinvestments

     115,233       1,619,024       185,796       2,885,407  

Redemptions

     (192,125     (2,857,392     (143,771     (2,360,733
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (31,752   $ (552,804     59,096     $ 792,759  
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

 

Sales

     200,827     $ 2,991,361       108,399     $ 1,772,656  

Reinvestments

     524,452       7,352,824       843,758       13,078,259  

Redemptions

     (731,067     (10,859,661     (815,386     (13,657,627
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (5,788   $ (515,476     136,771     $ 1,193,288  
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase derived from capital shares transactions

     $ 3,928,365       $ 239,569,799  
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

MFS Value Portfolio

Financial Highlights

 

Selected per share data  
     Class A  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 15.09     $ 18.38      $ 17.75      $ 13.80      $ 12.23  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

 

Net investment income (a)

     0.34  (b)      0.31        0.43        0.30        0.29  

Net realized and unrealized gain (loss) on investments

     1.68       (0.23      1.36        4.46        1.72  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     2.02       0.08        1.79        4.76        2.01  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

 

Distributions from net investment income

     (0.36     (0.50      (0.31      (0.30      (0.26

Distributions from net realized capital gains

     (1.44     (2.87      (0.85      (0.51      (0.18
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (1.80     (3.37      (1.16      (0.81      (0.44
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 15.31     $ 15.09      $ 18.38      $ 17.75      $ 13.80  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     14.39       (0.15      10.81        35.73        16.65  

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     0.72       0.72        0.72        0.72        0.73  

Net ratio of expenses to average net assets (%) (d)

     0.58       0.58        0.58        0.58        0.60  

Ratio of net investment income to average net assets (%)

     2.25  (b)      1.87        2.49        1.92        2.21  

Portfolio turnover rate (%)

     14       12        12        17        16  

Net assets, end of period (in millions)

   $ 2,222.2     $ 2,218.1      $ 2,493.9      $ 3,074.8      $ 2,363.0  
     Class B  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 14.94     $ 18.22      $ 17.61      $ 13.70      $ 12.15  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

 

Net investment income (a)

     0.30  (b)      0.27        0.37        0.27        0.26  

Net realized and unrealized gain (loss) on investments

     1.66       (0.23      1.36        4.41        1.70  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     1.96       0.04        1.73        4.68        1.96  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

 

Distributions from net investment income

     (0.32     (0.45      (0.27      (0.26      (0.23

Distributions from net realized capital gains

     (1.44     (2.87      (0.85      (0.51      (0.18
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (1.76     (3.32      (1.12      (0.77      (0.41
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 15.14     $ 14.94      $ 18.22      $ 17.61      $ 13.70  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     14.10       (0.36      10.56        35.38        16.32  

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     0.97       0.97        0.97        0.97        0.98  

Net ratio of expenses to average net assets (%) (d)

     0.83       0.83        0.83        0.83        0.85  

Ratio of net investment income to average net assets (%)

     2.01  (b)      1.62        2.16        1.68        1.96  

Portfolio turnover rate (%)

     14       12        12        17        16  

Net assets, end of period (in millions)

   $ 804.2     $ 739.3      $ 798.0      $ 795.9      $ 250.2  

Please see following page for Financial Highlights footnote legend.

 

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

MFS Value Portfolio

Financial Highlights

 

Selected per share data        
     Class D        
     Year Ended December 31,        
     2016     2015      2014      2013(e)        

Net Asset Value, Beginning of Period

   $ 15.05     $ 18.33      $ 17.71      $ 14.88    
  

 

 

   

 

 

    

 

 

    

 

 

   

Income (Loss) from Investment Operations

            

Net investment income (a)

     0.32  (b)      0.29        0.41        0.20    

Net realized and unrealized gain (loss) on investments

     1.67       (0.22      1.35        2.63    
  

 

 

   

 

 

    

 

 

    

 

 

   

Total from investment operations

     1.99       0.07        1.76        2.83    
  

 

 

   

 

 

    

 

 

    

 

 

   

Less Distributions

            

Distributions from net investment income

     (0.34     (0.48      (0.29      0.00    

Distributions from net realized capital gains

     (1.44     (2.87      (0.85      0.00    
  

 

 

   

 

 

    

 

 

    

 

 

   

Total distributions

     (1.78     (3.35      (1.14      0.00    
  

 

 

   

 

 

    

 

 

    

 

 

   

Net Asset Value, End of Period

   $ 15.26     $ 15.05      $ 18.33      $ 17.71    
  

 

 

   

 

 

    

 

 

    

 

 

   

Total Return (%) (c)

     14.23       (0.20      10.69        19.02  (f)   

Ratios/Supplemental Data

            

Gross ratio of expenses to average net assets (%)

     0.82       0.82        0.82        0.82  (g)   

Net ratio of expenses to average net assets (%) (d)

     0.68       0.68        0.68        0.68  (g)   

Ratio of net investment income to average net assets (%)

     2.15  (b)      1.77        2.34        1.80  (g)   

Portfolio turnover rate (%)

     14       12        12        17    

Net assets, end of period (in millions)

   $ 14.4     $ 14.7      $ 16.8      $ 18.6    
     Class E  
     Year Ended December 31,  
     2016     2015      2014      2013     2012  

Net Asset Value, Beginning of Period

   $ 15.01     $ 18.29      $ 17.67      $ 13.73     $ 12.18  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Income (Loss) from Investment Operations

 

Net investment income (a)

     0.31  (b)      0.29        0.40        0.28       0.27  

Net realized and unrealized gain (loss) on investments

     1.67       (0.23      1.35        4.45       1.70  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total from investment operations

     1.98       0.06        1.75        4.73       1.97  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Less Distributions

 

Distributions from net investment income

     (0.33     (0.47      (0.28      (0.28     (0.24

Distributions from net realized capital gains

     (1.44     (2.87      (0.85      (0.51     (0.18
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total distributions

     (1.77     (3.34      (1.13      (0.79     (0.42
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 15.22     $ 15.01      $ 18.29      $ 17.67     $ 13.73  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total Return (%) (c)

     14.20       (0.27      10.63        35.63       16.39  

Ratios/Supplemental Data

            

Gross ratio of expenses to average net assets (%)

     0.87       0.87        0.87        0.87       0.88  

Net ratio of expenses to average net assets (%) (d)

     0.73       0.73        0.73        0.73       0.75  

Ratio of net investment income to average net assets (%)

     2.10  (b)      1.72        2.28        1.81       2.05  

Portfolio turnover rate (%)

     14       12        12        17       16  

Net assets, end of period (in millions)

   $ 66.9     $ 66.0      $ 78.0      $ 83.5     $ 57.0  

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Net investment income per share and the ratio of net investment income to average net assets include a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which amounted to less than $0.01 per share and 0.01% of average net assets, respectively.
(c) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(d) Includes the effects of management fee waivers (see Note 5 of the Notes to Financial Statements).
(e) Commencement of operations was April 26, 2013.
(f) Periods less than one year are not computed on an annualized basis.
(g) Computed on an annualized basis.

 

 

See accompanying notes to financial statements.

 

MSF-13


Metropolitan Series Fund

MFS Value Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is MFS Value Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers four classes of shares: Class A, B, D and E shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to

 

MSF-14


Metropolitan Series Fund

MFS Value Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due

 

MSF-15


Metropolitan Series Fund

MFS Value Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

to foreign currency transactions, distribution re-designations, adjustments to prior period accumulated balances and broker commission recapture. These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Directed Brokerage Agreement - The Trust has entered into a directed brokerage arrangement with State Street Global Markets (“SSGM”). Under this arrangement, the Portfolio directs certain trades to SSGM in return for a recapture credit. SSGM issues a cash rebate to the Portfolio. Amounts paid to the Portfolio are shown separately as broker commission recapture on the Statement of Operations of the Portfolio. Additionally, these amounts have been excluded from the calculation of the net ratio of expenses to average net assets presented in the Financial Highlights for each share class.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

 

At December 31, 2016, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $ 46,970,547 . The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

 

MSF-16


Metropolitan Series Fund

MFS Value Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

All securities on loan are classified as Common Stocks in the Portfolio’s Schedule of Investments as of December 31, 2016, with a contractual maturity of overnight and continuous.

3. Certain Risks

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

4. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 421,993,063      $ 0      $ 673,315,278  

The Portfolio engaged in security transactions with other accounts managed by Massachusetts Financial Services Company that amounted to $2,400,110 in purchases and $7,351,703 in sales of investments, which are included above, and resulted in realized gains of $2,969,782.

 

MSF-17


Metropolitan Series Fund

MFS Value Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

5. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average daily net assets
$21,207,964      0.750   Of the first $250 million
     0.700   Of the next $2.25 billion
     0.675   Of the next $2.5 billion
     0.650   On amounts in excess of $5 billion

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. Massachusetts Financial Services Company is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Management Fee Waiver - Pursuant to a management fee waiver agreement, MetLife Advisers has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum

   Average daily net assets
0.100%    On the first $200 million
0.125%    On the next $50 million
0.075%    On the next $1.25 billion
0.200%    On the next $1 billion
0.175%    On the next $2.5 billion
0.150%    On amounts in excess of $5 billion

An identical agreement was in place for the period May 1, 2015 to April 30, 2016. Amounts waived for the year ended December 31, 2016 are shown as a management fee waiver in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

 

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B, D, and E Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B, D, and E Shares. Under the Distribution and Service Plan, the Class B, D, and E Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B, D, and E Shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares, 0.10% per year for Class D Shares, and 0.15% per year for Class E Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

 

MSF-18


Metropolitan Series Fund

MFS Value Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

6. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

7. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income      Long-Term Capital Gain      Total  
2016      2015      2016      2015      2016      2015  
$ 71,154,565      $ 93,281,069      $ 269,192,840      $ 494,775,678      $ 340,347,405      $ 588,056,747  

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income
     Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
     Total  
$ 65,806,659      $ 196,886,312      $ 788,798,842      $      $ 1,051,491,813  

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

8. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-19


Metropolitan Series Fund

MFS Value Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of MFS Value Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of MFS Value Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Value Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-20


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-21


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and MSF)
to present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-22


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST)
to present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF)
to present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF)
to present
   Vice President, MetLife, Inc. (2013-present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST)
to present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-23


Metropolitan Series Fund

MFS Value Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment

 

MSF-24


Metropolitan Series Fund

MFS Value Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of

 

MSF-25


Metropolitan Series Fund

MFS Value Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

*  *  *

MFS Value Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and Massachusetts Financial Services Company regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe and its Lipper Index for the one-, three-, and five-year periods ended June 30, 2016. The Board further considered that the Portfolio outperformed its benchmark, the Russell 1000 Value Index, for the three- and five-year periods ended October 31, 2016, and underperformed its benchmark for the one-year period ended October 31, 2016.

The Board also considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b-l fees) were below the Expense Group median, Expense Universe median, and Sub-advised Expense Universe median. The Board further noted that the Portfolio’s contractual management fees were above the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board took into account that the Portfolio’s contractual sub-advisory fees were below the averages of the Sub-advised Expense Group and the Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-26


Metropolitan Series Fund

MFS Value Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-27


Metropolitan Series Fund

MFS Value Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-28


Metropolitan Series Fund

MFS Value Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-29


Metropolitan Series Fund

MFS Value Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-30


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Managed by MetLife Investment Advisors, LLC

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, E, and G shares of the MSCI EAFE Index Portfolio returned 1.34%, 1.00%, 1.08%, and 0.97%, respectively. The Portfolio’s benchmark, the MSCI EAFE Index1, returned 1.00%.

MARKET ENVIRONMENT / CONDITIONS

Global equity markets were mixed in the first half of 2016 on uncertainty about a global economic slowdown, potential Federal Reserve Bank (the “Fed”) interest rate hikes, the U.S. Presidential election, and Brexit. However, equity indexes rallied in the second half of the year on easy monetary policies and strong macroeconomic data. Equity markets also benefited from central bank intervention and improving commodity prices. The People’s Bank of China cut reserve requirement ratios, the European Central Bank cut rates further and the Fed lowered the expected number of rate increases for 2016. On June 23, United Kingdom voters chose to “Leave” the European Union and on the day after the unexpected vote outcome, the price of gold had its largest single day increase since 2008, the British pound fell to its lowest level in 30 years, and equity markets around the world fell as much as 8%. However, global equity markets remained resilient and continued to trend higher as concerns about the referendum abated and volatility declined. U.S. equity markets reached new all-time highs in December, following Donald Trump’s surprise victory and optimism surrounding the incoming U.S. administration’s agenda. Equity markets also benefited from better than expected macroeconomic data, including U.S. durable goods orders, U.S. consumer sentiment and U.S. home sales. Factors that weighed on the equity markets included the Fed’s decision in December to raise interest rates, diplomatic tensions between the U.S. and other major world powers and terrorism concerns.

The U.S. dollar strengthened during the year, which negatively impacted the U.S. investors’ MSCI EAFE Index return versus the local currency return by approximately 4.3%.

Thirteen of the twenty-one countries comprising the MSCI EAFE Index experienced positive returns for the year. New Zealand (0.2% beginning weight in the benchmark), up 20.9%, was the best-performing country. Norway (0.5% beginning weight), up 14.6%, and Australia (6.9% beginning weight), up 13.3%, were the next best-performing countries. Israel (0.8% beginning weight), down 23.7%, and Denmark (1.9% beginning weight), down 15.2%, were the worst-performing countries.

The stocks in the MSCI EAFE Index with the largest positive impact on the benchmark return for the year were Royal Dutch Shell (Class B), up 38.1%; Royal Dutch Shell (Class A), up 33.1%; and BP, up 30.7%. The stocks with the largest negative impact were Novo-Nordisk, down 36.2%; Roche Holdings, down 14.4%; and Novartis, down 12.8%.

PORTFOLIO REVIEW / PERIOD END POSITIONING

The Portfolio is managed utilizing a stratified sampling strategy versus the MSCI EAFE Index. This strategy seeks to replicate the performance of the Index by owning a subset of Index constituents and neutralizing exposures across countries. The Portfolio is periodically rebalanced for compositional changes in the MSCI EAFE Index. Factors that impact tracking error include sampling, fair value pricing, transaction costs, cash drag, securities lending, NAV rounding, contributions and withdrawals.

Stacey Lituchy

Norman Hu

Mirsad Usejnoski

Portfolio Managers

MetLife Investment Advisors, LLC

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-1


Metropolitan Series Fund

MSCI EAFE Index Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE MSCI EAFE INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year        Since Inception2  
MSCI EAFE Index Portfolio                      

Class A

       1.34           6.32           0.61             

Class B

       1.00           6.03           0.35             

Class E

       1.08           6.15           0.45             

Class G

       0.97           5.98                     7.67   
MSCI EAFE Index        1.00           6.53           0.75             

1 The MSCI EAFE (Europe, Australasia, Far East) Index is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. & Canada.

2 Inception dates of the Class A, Class B, Class E and Class G shares are 11/9/98, 1/2/01, 5/1/01 and 4/28/09, respectively.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 

Nestle S.A.

     1.8   

Novartis AG

     1.3   

HSBC Holdings plc

     1.3   

Roche Holding AG

     1.3   

Toyota Motor Corp.

     1.2   

Royal Dutch Shell plc- A Shares

     0.9   

BP plc

     0.9   

Total S.A.

     0.9   

Royal Dutch Shell plc- B Shares

     0.8   

British American Tobacco plc

     0.8   

Top Countries

 

     % of
Net Assets
 

Japan

     23.1   

United Kingdom

     16.9   

France

     9.3   

Germany

     8.9   

Switzerland

     8.7   

Australia

     7.3   

Netherlands

     3.2   

Hong Kong

     3.1   

Spain

     3.0   

Sweden

     2.7   

 

MSF-2


Metropolitan Series Fund

MSCI EAFE Index Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

MSCI EAFE Index Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.38    $ 1,000.00         $ 1,043.60         $ 1.95   
   Hypothetical*      0.38    $ 1,000.00         $ 1,023.23         $ 1.93   

Class B(a)

   Actual      0.63    $ 1,000.00         $ 1,041.70         $ 3.23   
   Hypothetical*      0.63    $ 1,000.00         $ 1,021.97         $ 3.20   

Class E(a)

   Actual      0.53    $ 1,000.00         $ 1,042.90         $ 2.72   
   Hypothetical*      0.53    $ 1,000.00         $ 1,022.47         $ 2.69   

Class G(a)

   Actual      0.68    $ 1,000.00         $ 1,042.00         $ 3.49   
   Hypothetical*      0.68    $ 1,000.00         $ 1,021.72         $ 3.46   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 6 of the Notes to Financial Statements.

 

MSF-3


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—95.3% of Net Assets

 

Security Description   Shares     Value  
Australia—7.3%  

AGL Energy, Ltd.

    54,235      $ 865,825   

Alumina, Ltd. (a)

    191,453        252,729   

Amcor, Ltd.

    95,202        1,028,993   

AMP, Ltd.

    234,994        855,321   

APA Group

    98,264        609,196   

Aristocrat Leisure, Ltd.

    41,217        461,450   

ASX, Ltd.

    16,055        577,009   

Aurizon Holdings, Ltd.

    157,842        576,328   

AusNet Services

    138,423        158,201   

Australia & New Zealand Banking Group, Ltd.

    237,205        5,210,464   

Bank of Queensland, Ltd.

    24,917        213,635   

Bendigo & Adelaide Bank, Ltd.

    35,779        328,492   

BHP Billiton plc

    172,349        2,732,206   

BHP Billiton, Ltd.

    257,180        4,606,236   

Boral, Ltd.

    114,731        447,883   

Brambles, Ltd.

    129,540        1,159,437   

Caltex Australia, Ltd.

    24,958        549,805   

Challenger, Ltd.

    44,035        357,256   

CIMIC Group, Ltd.

    8,428        212,605   

Coca-Cola Amatil, Ltd.

    42,510        311,067   

Cochlear, Ltd.

    5,478        485,233   

Commonwealth Bank of Australia

    137,934        8,208,795   

Computershare, Ltd.

    41,806        377,102   

Crown Resorts, Ltd.

    29,464        246,480   

CSL, Ltd.

    37,261        2,700,876   

Dexus Property Group (REIT)

    77,269        539,675   

Domino’s Pizza Enterprises, Ltd.

    4,938        230,765   

DUET Group

    178,971        354,874   

Fortescue Metals Group, Ltd. (a)

    125,869        533,321   

Goodman Group (REIT)

    139,425        721,754   

GPT Group (The) (REIT)

    140,241        510,269   

Harvey Norman Holdings, Ltd. (a)

    44,837        166,721   

Healthscope, Ltd.

    134,432        222,191   

Incitec Pivot, Ltd.

    152,808        396,491   

Insurance Australia Group, Ltd.

    184,566        798,110   

Lend Lease Group (REIT)

    51,045        538,739   

Macquarie Group, Ltd.

    24,276        1,535,441   

Medibank Private, Ltd.

    199,900        407,812   

Mirvac Group (REIT)

    298,553        459,813   

National Australia Bank, Ltd.

    212,826        4,713,307   

Newcrest Mining, Ltd.

    60,310        853,233   

Oil Search, Ltd.

    104,563        541,698   

Orica, Ltd.

    26,176        333,630   

Origin Energy, Ltd.

    140,897        670,542   

QBE Insurance Group, Ltd.

    110,125        992,510   

Ramsay Health Care, Ltd.

    10,616        525,094   

REA Group, Ltd.

    4,158        165,738   

Rio Tinto, Ltd.

    34,042        1,469,340   

Santos, Ltd.

    164,725        477,444   

Scentre Group (REIT)

    417,733        1,406,866   

Seek, Ltd.

    22,233        238,892   

Sonic Healthcare, Ltd.

    32,696        506,305   

South32, Ltd.

    422,905        837,387   

Stockland (REIT)

    205,214        679,931   

Suncorp Group, Ltd.

    108,776        1,061,641   

Sydney Airport

    80,467        347,770   

Tabcorp Holdings, Ltd.

    54,472        189,632   
Australia—(Continued)  

Tatts Group, Ltd.

    123,533      400,216   

Telstra Corp., Ltd.

    335,688        1,237,919   

TPG Telecom, Ltd.

    21,838        107,542   

Transurban Group

    159,204        1,189,658   

Treasury Wine Estates, Ltd.

    68,905        531,992   

Vicinity Centres (REIT)

    252,185        547,355   

Vocus Communications, Ltd.

    38,375        107,190   

Wesfarmers, Ltd.

    90,211        2,748,093   

Westfield Corp. (REIT)

    163,017        1,110,149   

Westpac Banking Corp.

    266,028        6,253,133   

Woodside Petroleum, Ltd.

    60,391        1,359,997   

Woolworths, Ltd.

    104,896        1,826,286   
   

 

 

 
      74,379,090   
   

 

 

 
Austria—0.2%  

Andritz AG

    3,998        201,082   

Erste Group Bank AG (b)

    25,311        742,550   

OMV AG

    12,416        438,247   

Raiffeisen Bank International AG (b)

    9,390        172,118   

Voestalpine AG

    9,525        374,700   
   

 

 

 
      1,928,697   
   

 

 

 
Belgium—1.1%  

Ageas

    15,573        617,531   

Anheuser-Busch InBev S.A.

    61,052        6,460,379   

Colruyt S.A.

    5,430        269,151   

Groupe Bruxelles Lambert S.A.

    5,864        492,945   

KBC Groep NV

    19,558        1,213,023   

Proximus

    14,232        410,601   

Solvay S.A.

    5,735        672,530   

Telenet Group Holding NV (b)

    4,184        232,605   

UCB S.A.

    9,619        616,921   

Umicore S.A.

    8,519        485,860   
   

 

 

 
      11,471,546   
   

 

 

 
Denmark—1.6%  

AP Moeller - Maersk A/S - Class A

    274        413,277   

AP Moeller - Maersk A/S - Class B

    566        902,225   

Carlsberg A/S - Class B

    9,405        813,151   

Chr Hansen Holding A/S

    7,473        414,133   

Coloplast A/S - Class B (a)

    9,594        646,788   

Danske Bank A/S

    53,815        1,635,164   

DONG Energy A/S (b)

    6,737        255,453   

DSV A/S

    16,462        733,715   

Genmab A/S (b)

    4,236        703,428   

ISS A/S

    13,228        446,536   

Novo Nordisk A/S - Class B

    153,669        5,529,853   

Novozymes A/S - B Shares

    17,609        607,154   

Pandora A/S

    9,197        1,203,446   

TDC A/S (b)

    59,338        305,210   

Tryg A/S

    8,735        158,231   

Vestas Wind Systems A/S

    17,209        1,120,487   

William Demant Holding A/S (b)

    9,405        163,831   
   

 

 

 
      16,052,082   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-4


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Finland—0.9%  

Elisa Oyj

    13,058      $ 425,206   

Fortum Oyj

    39,670        608,388   

Kone Oyj - Class B

    26,344        1,182,580   

Metso Oyj

    7,511        214,227   

Neste Oyj

    9,073        348,994   

Nokia Oyj

    468,997        2,260,007   

Nokian Renkaat Oyj

    10,639        397,354   

Orion Oyj - Class B

    9,644        430,086   

Sampo Oyj - A Shares

    35,348        1,583,818   

Stora Enso Oyj - R Shares

    40,497        434,683   

UPM-Kymmene Oyj

    42,203        1,036,329   

Wartsila Oyj Abp

    12,999        585,048   
   

 

 

 
      9,506,720   
   

 

 

 
France—9.3%  

Accor S.A.

    13,973        521,968   

Aeroports de Paris (a)

    2,209        237,124   

Air Liquide S.A.

    31,702        3,526,353   

Alstom S.A. (b)

    13,067        360,273   

Arkema S.A.

    5,073        496,589   

Atos SE

    7,084        748,800   

AXA S.A.

    155,873        3,941,130   

BNP Paribas S.A.

    84,745        5,409,142   

Bollore S.A.

    61,600        217,471   

Bouygues S.A.

    14,921        535,100   

Bureau Veritas S.A.

    19,643        381,345   

Cap Gemini S.A.

    13,915        1,175,899   

Carrefour S.A.

    46,421        1,119,002   

Casino Guichard Perrachon S.A.

    4,364        209,788   

Christian Dior SE

    4,654        976,992   

Cie de St-Gobain

    40,023        1,867,443   

Cie Generale des Etablissements Michelin

    14,364        1,600,877   

CNP Assurances

    10,520        195,243   

Credit Agricole S.A.

    90,038        1,118,482   

Danone S.A.

    47,151        2,990,391   

Dassault Aviation S.A.

    183        204,600   

Dassault Systemes SE

    10,162        775,692   

Edenred

    20,034        397,820   

Eiffage S.A.

    4,533        316,679   

Electricite de France S.A.

    17,389        177,045   

Engie S.A.

    120,464        1,537,735   

Essilor International S.A.

    16,817        1,903,696   

Eurazeo S.A.

    2,479        145,296   

Eutelsat Communications S.A.

    14,990        290,758   

Fonciere Des Regions (REIT)

    3,163        276,444   

Gecina S.A. (REIT)

    3,255        450,911   

Groupe Eurotunnel SE

    32,808        312,084   

Hermes International

    2,256        927,040   

ICADE (REIT)

    3,450        246,638   

Iliad S.A.

    2,335        449,406   

Imerys S.A.

    2,253        171,050   

Ingenico Group S.A.

    4,093        327,453   

JCDecaux S.A.

    4,706        138,425   

Kering (a)

    5,893        1,323,756   

Klepierre (REIT)

    16,658        655,582   

L’Oreal S.A.

    20,265        3,701,610   
France—(Continued)  

Lagardere SCA

    8,303      231,101   

Legrand S.A.

    20,811        1,180,926   

LVMH Moet Hennessy Louis Vuitton SE

    22,305        4,261,541   

Natixis S.A.

    80,165        452,930   

Orange S.A.

    164,771        2,505,517   

Pernod-Ricard S.A.

    17,290        1,876,798   

Peugeot S.A. (b)

    40,345        659,024   

Publicis Groupe S.A.

    15,420        1,065,879   

Remy Cointreau S.A.

    1,860        158,963   

Renault S.A.

    15,031        1,339,190   

Rexel S.A.

    28,808        474,182   

Safran S.A.

    24,884        1,795,157   

Sanofi

    92,334        7,482,488   

Schneider Electric SE

    45,859        3,192,990   

SCOR SE

    11,686        404,514   

SEB S.A.

    1,809        245,613   

SES S.A.

    29,140        642,977   

SFR Group S.A. (b)

    9,888        279,336   

Societe BIC S.A.

    2,149        292,686   

Societe Generale S.A.

    60,631        2,982,352   

Sodexo S.A.

    7,921        912,034   

Suez

    22,682        335,201   

Technip S.A.

    9,722        691,273   

Thales S.A.

    7,807        757,959   

Total S.A.

    179,310        9,171,625   

Unibail-Rodamco SE (REIT)

    7,985        1,907,250   

Valeo S.A.

    20,400        1,174,514   

Veolia Environnement S.A.

    38,440        654,763   

Vinci S.A.

    40,596        2,766,814   

Vivendi S.A.

    82,472        1,569,890   

Wendel S.A.

    2,267        273,481   

Zodiac Aerospace (a)

    14,929        343,401   
   

 

 

 
      94,441,501   
   

 

 

 
Germany—8.4%  

adidas AG

    14,905        2,360,296   

Allianz SE

    36,569        6,057,027   

Axel Springer SE

    3,006        146,043   

BASF SE

    73,821        6,898,347   

Bayer AG

    66,149        6,914,823   

Bayerische Motoren Werke AG

    26,677        2,502,558   

Beiersdorf AG

    8,429        716,656   

Brenntag AG

    12,657        702,774   

Commerzbank AG

    87,047        665,216   

Continental AG

    8,799        1,716,268   

Covestro AG

    5,610        386,701   

Daimler AG

    77,142        5,736,545   

Deutsche Bank AG (b)

    109,061        1,977,592   

Deutsche Boerse AG (b)

    14,640        1,195,073   

Deutsche Lufthansa AG (a)

    17,782        230,226   

Deutsche Post AG

    76,616        2,520,953   

Deutsche Telekom AG

    262,317        4,515,498   

Deutsche Wohnen AG

    28,299        889,204   

E.ON SE

    159,825        1,116,969   

Evonik Industries AG

    13,109        391,097   

Fraport AG Frankfurt Airport Services Worldwide

    4,331        256,320   

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Germany—(Continued)  

Fresenius Medical Care AG & Co. KGaA

    17,215      $ 1,462,451   

Fresenius SE & Co. KGaA

    32,401        2,536,025   

GEA Group AG

    14,300        574,336   

Hannover Rueck SE

    5,368        582,301   

HeidelbergCement AG

    11,924        1,114,663   

Henkel AG & Co. KGaA

    7,933        825,615   

HOCHTIEF AG

    1,646        230,619   

Hugo Boss AG

    4,934        305,054   

Infineon Technologies AG

    90,469        1,571,122   

Innogy SE (b)

    11,200        390,189   

K&S AG (a)

    14,121        338,226   

LANXESS AG

    7,402        485,963   

Linde AG

    15,006        2,465,504   

MAN SE

    3,022        300,770   

Merck KGaA

    10,657        1,114,391   

Metro AG

    15,747        523,630   

Muenchener Rueckversicherungs-Gesellschaft AG

    13,047        2,472,531   

OSRAM Licht AG

    8,388        441,248   

ProSiebenSat.1 Media SE

    18,669        723,142   

RWE AG (b)

    39,146        487,802   

SAP SE

    78,616        6,884,360   

Siemens AG

    61,857        7,618,746   

Symrise AG

    10,907        664,733   

Telefonica Deutschland Holding AG

    58,800        251,779   

ThyssenKrupp AG

    32,245        769,879   

TUI AG

    37,093        531,389   

United Internet AG

    8,781        342,467   

Volkswagen AG (a)

    2,495        359,054   

Vonovia SE

    36,786        1,200,650   

Zalando SE (b)

    6,525        249,746   
   

 

 

 
      85,714,571   
   

 

 

 
Hong Kong—3.1%  

AIA Group, Ltd.

    969,200        5,424,844   

ASM Pacific Technology, Ltd.

    19,600        207,531   

Bank of East Asia, Ltd. (The)

    103,920        396,512   

BOC Hong Kong Holdings, Ltd.

    290,465        1,040,100   

Cheung Kong Infrastructure Holdings, Ltd.

    57,000        453,428   

Cheung Kong Property Holdings, Ltd.

    214,440        1,300,626   

CK Hutchison Holdings, Ltd.

    213,440        2,409,966   

CLP Holdings, Ltd.

    131,377        1,200,637   

Galaxy Entertainment Group, Ltd.

    181,000        778,827   

Hang Lung Group, Ltd.

    74,000        257,291   

Hang Lung Properties, Ltd.

    222,000        464,912   

Hang Seng Bank, Ltd.

    60,800        1,127,043   

Henderson Land Development Co., Ltd.

    98,093        517,916   

HK Electric Investments & HK Electric Investments, Ltd.

    206,500        170,287   

HKT Trust & HKT, Ltd.

    189,980        232,304   

Hong Kong & China Gas Co., Ltd.

    646,116        1,142,339   

Hong Kong Exchanges and Clearing, Ltd.

    95,700        2,252,398   

Hongkong Land Holdings, Ltd.

    95,400        602,050   

Hysan Development Co., Ltd.

    45,000        185,550   

Jardine Matheson Holdings, Ltd.

    19,700        1,086,712   

Kerry Properties, Ltd.

    57,500        154,961   
Hong Kong—(Continued)  

Li & Fung, Ltd.

    429,600      187,865   

Link REIT (REIT)

    181,141        1,169,919   

Melco Crown Entertainment, Ltd. (ADR)

    16,000        254,400   

MGM China Holdings, Ltd.

    81,600        168,478   

MTR Corp., Ltd.

    110,500        534,247   

New World Development Co., Ltd.

    476,707        499,767   

NWS Holdings, Ltd.

    177,000        287,836   

PCCW, Ltd.

    481,000        259,258   

Power Assets Holdings, Ltd.

    107,549        947,667   

Sands China, Ltd.

    190,000        817,290   

Sino Land Co., Ltd.

    289,600        428,739   

Sun Hung Kai Properties, Ltd.

    115,250        1,443,196   

Swire Pacific, Ltd. - Class A

    44,317        423,113   

Swire Properties, Ltd.

    83,600        229,116   

Techtronic Industries Co., Ltd.

    128,000        458,608   

WH Group, Ltd.

    660,000        531,489   

Wharf Holdings, Ltd. (The)

    104,976        689,977   

Wheelock & Co., Ltd.

    68,000        381,771   

Wynn Macau, Ltd.

    134,800        213,460   

Yue Yuen Industrial Holdings, Ltd.

    50,500        182,830   
   

 

 

 
      31,515,260   
   

 

 

 
Ireland—1.1%  

Bank of Ireland (b)

    2,405,091        592,673   

CRH plc

    67,317        2,331,266   

DCC plc

    7,008        520,882   

Experian plc

    79,898        1,550,599   

James Hardie Industries plc

    40,250        639,485   

Kerry Group plc - Class A

    13,003        931,668   

Paddy Power Betfair plc

    6,200        663,788   

Shire plc

    71,765        4,077,371   
   

 

 

 
      11,307,732   
   

 

 

 
Israel—0.6%  

Azrieli Group, Ltd.

    3,653        158,241   

Bank Hapoalim B.M.

    86,396        513,321   

Bank Leumi Le-Israel B.M. (b)

    120,713        496,528   

Bezeq The Israeli Telecommunication Corp., Ltd.

    178,026        338,395   

Check Point Software Technologies,
Ltd. (b)

    10,500        886,830   

Elbit Systems, Ltd.

    1,987        200,840   

Frutarom Industries, Ltd.

    3,269        166,962   

Israel Chemicals, Ltd.

    45,583        186,315   

Mizrahi Tefahot Bank, Ltd.

    11,922        174,231   

Nice, Ltd.

    5,213        357,899   

Teva Pharmaceutical Industries, Ltd. (ADR)

    73,053        2,648,171   
   

 

 

 
      6,127,733   
   

 

 

 
Italy—1.7%  

Assicurazioni Generali S.p.A.

    93,308        1,388,582   

Atlantia S.p.A.

    31,412        736,467   

Enel S.p.A.

    626,740        2,763,547   

Eni S.p.A.

    203,492        3,305,809   

Intesa Sanpaolo S.p.A.

    993,553        2,541,400   

Intesa Sanpaolo S.p.A. - Risparmio Shares

    65,400        153,950   

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Italy—(Continued)  

Leonardo-Finmeccanica S.p.A. (b)

    28,782      $ 404,318   

Luxottica Group S.p.A.

    13,581        732,973   

Mediobanca S.p.A.

    44,816        366,500   

Poste Italiane S.p.A.

    41,357        274,895   

Prysmian S.p.A.

    19,125        491,906   

Saipem S.p.A. (b)

    422,993        237,150   

Snam S.p.A.

    193,977        799,485   

Telecom Italia S.p.A. (b)

    866,636        764,572   

Telecom Italia S.p.A. - Risparmio Shares (b)

    501,246        363,009   

Terna Rete Elettrica Nazionale S.p.A.

    118,746        544,305   

UniCredit S.p.A.

    422,053        1,215,732   

UnipolSai S.p.A.

    64,500        137,978   
   

 

 

 
      17,222,578   
   

 

 

 
Japan—23.1%  

ABC-Mart, Inc.

    2,200        124,707   

Acom Co., Ltd. (b)

    31,200        136,415   

Aeon Co., Ltd.

    51,500        730,204   

AEON Financial Service Co., Ltd.

    8,400        148,888   

Air Water, Inc.

    10,000        180,419   

Aisin Seiki Co., Ltd.

    16,500        715,524   

Ajinomoto Co., Inc.

    44,000        886,759   

Alfresa Holdings Corp.

    15,300        252,764   

Alps Electric Co., Ltd.

    13,100        315,986   

Amada Holdings Co., Ltd.

    27,000        301,283   

ANA Holdings, Inc.

    84,000        226,403   

Aozora Bank, Ltd.

    96,000        340,266   

Asahi Glass Co., Ltd.

    72,000        490,177   

Asahi Group Holdings, Ltd.

    30,700        969,952   

Asahi Kasei Corp.

    97,000        846,228   

Asics Corp.

    11,000        219,714   

Astellas Pharma, Inc.

    174,100        2,418,200   

Bandai Namco Holdings, Inc.

    16,000        441,366   

Bank of Kyoto, Ltd. (The)

    22,000        163,212   

Benesse Holdings, Inc.

    5,400        148,877   

Bridgestone Corp.

    51,600        1,859,980   

Brother Industries, Ltd.

    16,400        295,527   

Calbee, Inc.

    5,500        172,422   

Canon, Inc.

    83,900        2,354,336   

Casio Computer Co., Ltd.

    16,900        238,691   

Central Japan Railway Co.

    11,700        1,925,613   

Chiba Bank, Ltd. (The)

    49,000        300,114   

Chubu Electric Power Co., Inc.

    57,000        796,765   

Chugai Pharmaceutical Co., Ltd.

    16,800        482,146   

Chugoku Bank, Ltd. (The)

    12,000        172,140   

Chugoku Electric Power Co., Inc. (The)

    23,700        278,177   

Concordia Financial Group, Ltd.

    83,000        398,872   

Credit Saison Co., Ltd.

    10,500        187,204   

Dai Nippon Printing Co., Ltd.

    40,000        395,213   

Dai-ichi Life Holdings Inc.

    83,600        1,387,956   

Daicel Corp.

    22,000        241,945   

Daiichi Sankyo Co., Ltd.

    49,000        1,002,785   

Daikin Industries, Ltd.

    18,800        1,725,242   

Daito Trust Construction Co., Ltd.

    6,200        933,101   

Daiwa House Industry Co., Ltd.

    47,500        1,298,444   

Daiwa House Residential Investment Corp. (REIT)

    110        278,734   
Japan—(Continued)  

Daiwa Securities Group, Inc.

    126,000      775,619   

DeNA Co., Ltd.

    8,500        185,545   

Denso Corp.

    40,100        1,735,841   

Dentsu, Inc.

    16,600        783,549   

Don Quijote Holdings Co., Ltd.

    8,200        303,551   

East Japan Railway Co.

    26,900        2,325,229   

Eisai Co., Ltd.

    19,300        1,105,559   

Electric Power Development Co., Ltd.

    10,900        250,979   

FamilyMart UNY Holdings Co., Ltd.

    6,600        439,384   

FANUC Corp.

    15,300        2,592,564   

Fast Retailing Co., Ltd.

    4,200        1,501,546   

Fuji Electric Co., Ltd.

    43,000        222,924   

Fuji Heavy Industries, Ltd.

    49,600        2,021,694   

FUJIFILM Holdings Corp.

    36,700        1,393,414   

Fujitsu, Ltd.

    146,000        810,399   

Fukuoka Financial Group, Inc.

    53,000        235,109   

Hachijuni Bank, Ltd. (The)

    30,000        173,830   

Hakuhodo DY Holdings, Inc.

    17,600        216,767   

Hamamatsu Photonics KK

    9,600        252,344   

Hankyu Hanshin Holdings, Inc.

    20,400        654,795   

Hikari Tsushin, Inc.

    1,800        167,889   

Hino Motors, Ltd.

    19,000        193,209   

Hirose Electric Co., Ltd.

    2,300        285,006   

Hiroshima Bank, Ltd. (The)

    38,000        177,242   

Hisamitsu Pharmaceutical Co., Inc.

    4,500        224,945   

Hitachi Chemical Co., Ltd.

    8,500        212,547   

Hitachi Construction Machinery Co., Ltd.

    8,900        192,544   

Hitachi High-Technologies Corp.

    5,500        221,830   

Hitachi Metals, Ltd.

    20,000        270,817   

Hitachi, Ltd.

    383,000        2,067,862   

Hokuriku Electric Power Co.

    12,000        134,552   

Honda Motor Co., Ltd.

    130,600        3,810,002   

Hoshizaki Corp.

    4,100        324,774   

Hoya Corp.

    31,900        1,339,736   

Hulic Co., Ltd.

    32,300        287,095   

Idemitsu Kosan Co., Ltd.

    7,200        191,250   

IHI Corp. (b)

    145,000        376,724   

Iida Group Holdings Co., Ltd.

    12,700        240,927   

Inpex Corp.

    71,100        711,300   

Isetan Mitsukoshi Holdings, Ltd.

    26,900        289,821   

Isuzu Motors, Ltd.

    54,500        689,435   

ITOCHU Corp.

    124,100        1,648,284   

J Front Retailing Co., Ltd.

    23,000        309,724   

Japan Airlines Co., Ltd.

    8,400        245,626   

Japan Airport Terminal Co., Ltd.

    3,800        137,495   

Japan Exchange Group, Inc.

    46,400        665,966   

Japan Post Bank Co., Ltd.

    30,800        369,773   

Japan Post Holdings Co., Ltd.

    34,200        427,063   

Japan Prime Realty Investment Corp. (REIT)

    88        347,385   

Japan Real Estate Investment Corp. (REIT)

    105        573,801   

Japan Retail Fund Investment Corp. (REIT)

    202        409,963   

Japan Tobacco, Inc.

    88,100        2,900,340   

JFE Holdings, Inc.

    41,700        634,126   

JGC Corp.

    14,000        254,029   

JSR Corp.

    19,100        301,143   

JTEKT Corp.

    20,000        319,540   

JX Holdings, Inc.

    160,000        676,085   

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Japan—(Continued)  

Kajima Corp.

    80,000      $ 553,418   

Kakaku.com, Inc.

    11,000        182,243   

Kamigumi Co., Ltd.

    17,000        162,081   

Kaneka Corp.

    22,000        179,210   

Kansai Electric Power Co., Inc. (The) (b)

    55,000        601,569   

Kansai Paint Co., Ltd.

    17,200        316,960   

Kao Corp.

    40,000        1,896,418   

Kawasaki Heavy Industries, Ltd.

    124,000        387,856   

KDDI Corp.

    149,300        3,777,269   

Keihan Holdings Co., Ltd.

    39,000        255,998   

Keikyu Corp.

    36,000        417,526   

Keio Corp.

    45,000        370,214   

Keisei Electric Railway Co., Ltd.

    10,000        242,844   

Keyence Corp.

    3,900        2,677,696   

Kikkoman Corp.

    12,000        384,113   

Kintetsu Group Holdings Co., Ltd.

    157,120        599,872   

Kirin Holdings Co., Ltd.

    66,100        1,075,359   

Kobe Steel, Ltd. (b)

    27,200        258,748   

Koito Manufacturing Co., Ltd.

    10,100        534,428   

Komatsu, Ltd.

    75,400        1,705,369   

Konami Holdings Corp.

    7,300        294,736   

Konica Minolta, Inc.

    37,000        367,282   

Kose Corp.

    2,300        191,194   

Kubota Corp.

    89,000        1,269,587   

Kuraray Co., Ltd.

    24,500        367,370   

Kurita Water Industries, Ltd.

    7,100        156,288   

Kyocera Corp.

    24,900        1,237,558   

Kyowa Hakko Kirin Co., Ltd.

    20,000        275,669   

Kyushu Electric Power Co., Inc.

    39,700        430,264   

Kyushu Financial Group, Inc.

    26,400        178,914   

Lawson, Inc.

    4,900        344,692   

LINE Corp. (a) (b)

    3,500        119,596   

Lion Corp.

    19,000        312,070   

LIXIL Group Corp.

    24,500        556,351   

M3, Inc.

    18,600        469,145   

Mabuchi Motor Co., Ltd.

    3,600        187,339   

Makita Corp.

    9,500        636,810   

Marubeni Corp.

    133,500        756,837   

Marui Group Co., Ltd.

    16,000        233,579   

Maruichi Steel Tube, Ltd.

    4,600        149,674   

Mazda Motor Corp.

    43,000        699,870   

McDonald’s Holdings Co. Japan, Ltd. (a)

    5,400        141,437   

Mebuki Financial Group, Inc.

    63,100        233,645   

Medipal Holdings Corp.

    10,700        168,337   

MEIJI Holdings Co., Ltd.

    10,200        801,813   

Minebea Co., Ltd.

    24,000        224,650   

Miraca Holdings, Inc.

    4,000        179,521   

MISUMI Group, Inc.

    22,200        365,090   

Mitsubishi Chemical Holdings Corp.

    116,300        750,982   

Mitsubishi Corp.

    119,900        2,553,025   

Mitsubishi Electric Corp.

    160,000        2,228,834   

Mitsubishi Estate Co., Ltd.

    99,000        1,966,477   

Mitsubishi Gas Chemical Co., Inc.

    13,000        221,813   

Mitsubishi Heavy Industries, Ltd.

    260,000        1,183,552   

Mitsubishi Materials Corp.

    7,900        241,658   

Mitsubishi Motors Corp.

    44,999        256,336   

Mitsubishi Tanabe Pharma Corp.

    22,000        431,831   
Japan—(Continued)  

Mitsubishi UFJ Financial Group, Inc.

    1,021,088      6,290,532   

Mitsubishi UFJ Lease & Finance Co., Ltd.

    41,500        214,265   

Mitsui & Co., Ltd.

    137,517        1,889,959   

Mitsui Chemicals, Inc.

    75,000        336,705   

Mitsui Fudosan Co., Ltd.

    75,000        1,734,214   

Mitsui OSK Lines, Ltd.

    75,000        207,586   

Mizuho Financial Group, Inc.

    1,933,900        3,469,351   

MS&AD Insurance Group Holdings, Inc.

    40,200        1,244,598   

Murata Manufacturing Co., Ltd.

    15,900        2,121,714   

Nabtesco Corp.

    7,500        174,475   

Nagoya Railroad Co., Ltd.

    74,000        358,161   

NEC Corp.

    225,000        595,625   

Nexon Co., Ltd.

    19,100        276,603   

NGK Insulators, Ltd.

    23,000        445,779   

NGK Spark Plug Co., Ltd.

    12,000        266,183   

NH Foods, Ltd.

    14,000        378,750   

Nidec Corp.

    20,000        1,723,540   

Nikon Corp.

    31,200        484,360   

Nintendo Co., Ltd.

    9,000        1,885,281   

Nippon Building Fund, Inc. (REIT)

    118        655,188   

Nippon Electric Glass Co., Ltd.

    31,000        167,596   

Nippon Express Co., Ltd.

    59,000        317,564   

Nippon Paint Holdings Co., Ltd.

    13,000        353,052   

Nippon Prologis REIT, Inc. (REIT)

    109        223,302   

Nippon Steel & Sumitomo Metal Corp.

    62,800        1,399,718   

Nippon Telegraph & Telephone Corp.

    54,900        2,312,514   

Nippon Yusen KK

    142,000        263,395   

Nissan Chemical Industries, Ltd.

    10,000        334,053   

Nissan Motor Co., Ltd.

    197,400        1,984,492   

Nisshin Seifun Group, Inc.

    15,700        235,877   

Nissin Foods Holdings Co., Ltd.

    4,700        247,138   

Nitori Holdings Co., Ltd.

    6,900        790,117   

Nitto Denko Corp.

    12,600        966,754   

NOK Corp.

    7,900        159,888   

Nomura Holdings, Inc.

    303,200        1,790,914   

Nomura Real Estate Holdings, Inc.

    13,100        222,823   

Nomura Real Estate Master Fund, Inc. (REIT)

    322        487,987   

Nomura Research Institute, Ltd.

    9,900        301,564   

NSK, Ltd.

    39,000        450,746   

NTT Data Corp.

    10,776        521,062   

NTT DoCoMo, Inc.

    112,700        2,568,157   

Obayashi Corp.

    58,000        553,865   

Obic Co., Ltd.

    5,000        218,535   

Odakyu Electric Railway Co., Ltd.

    27,500        544,412   

OJI Holdings Corp.

    68,000        276,986   

Olympus Corp.

    22,800        787,788   

Omron Corp.

    16,400        628,947   

Ono Pharmaceutical Co., Ltd.

    32,000        699,131   

Oracle Corp. Japan

    3,000        151,275   

Oriental Land Co., Ltd.

    17,300        978,668   

ORIX Corp.

    110,600        1,716,999   

Osaka Gas Co., Ltd.

    161,000        619,679   

Otsuka Corp.

    3,700        172,824   

Otsuka Holdings Co., Ltd.

    32,000        1,395,156   

Panasonic Corp.

    183,800        1,869,225   

Park24 Co., Ltd.

    7,400        200,921   

Pola Orbis Holdings, Inc.

    1,900        156,996   

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Japan—(Continued)  

Rakuten, Inc.

    76,600      $ 751,114   

Recruit Holdings Co., Ltd.

    29,300        1,175,729   

Resona Holdings, Inc.

    169,400        873,655   

Ricoh Co., Ltd.

    63,700        538,551   

Rinnai Corp.

    2,800        226,020   

Rohm Co., Ltd.

    6,700        385,298   

Ryohin Keikaku Co., Ltd.

    1,800        352,686   

Santen Pharmaceutical Co., Ltd.

    27,500        336,534   

SBI Holdings, Inc.

    19,011        241,780   

Secom Co., Ltd.

    17,500        1,279,694   

Sega Sammy Holdings, Inc.

    13,300        197,892   

Seibu Holdings, Inc.

    13,800        247,470   

Seiko Epson Corp.

    20,000        423,342   

Sekisui Chemical Co., Ltd.

    37,900        604,416   

Sekisui House, Ltd.

    46,800        778,897   

Seven & i Holdings Co., Ltd.

    62,400        2,379,592   

Seven Bank, Ltd.

    43,000        123,793   

Sharp Corp. (b)

    120,000        277,017   

Shimadzu Corp.

    16,000        254,830   

Shimamura Co., Ltd.

    2,300        287,540   

Shimano, Inc.

    6,000        941,071   

Shimizu Corp.

    39,000        356,806   

Shin-Etsu Chemical Co., Ltd.

    30,900        2,386,380   

Shinsei Bank, Ltd.

    160,000        269,642   

Shionogi & Co., Ltd.

    25,200        1,204,895   

Shiseido Co., Ltd.

    29,300        741,709   

Shizuoka Bank, Ltd. (The)

    41,000        344,164   

Showa Shell Sekiyu KK

    15,400        143,362   

SMC Corp.

    4,500        1,073,073   

SoftBank Group Corp.

    77,300        5,113,642   

Sohgo Security Services Co., Ltd.

    4,800        184,481   

Sompo Holdings, Inc.

    26,999        913,555   

Sony Corp.

    103,400        2,879,511   

Sony Financial Holdings, Inc.

    12,800        198,807   

Stanley Electric Co., Ltd.

    11,800        322,305   

Start Today Co., Ltd.

    14,400        247,568   

Sumitomo Chemical Co., Ltd.

    126,000        597,368   

Sumitomo Corp.

    93,000        1,094,750   

Sumitomo Dainippon Pharma Co., Ltd.

    12,500        215,077   

Sumitomo Electric Industries, Ltd.

    66,334        954,423   

Sumitomo Heavy Industries, Ltd.

    39,000        250,976   

Sumitomo Metal Mining Co., Ltd.

    40,000        515,541   

Sumitomo Mitsui Financial Group, Inc.

    106,500        4,045,729   

Sumitomo Mitsui Trust Holdings, Inc.

    26,526        944,413   

Sumitomo Realty & Development Co., Ltd.

    28,000        743,484   

Sumitomo Rubber Industries, Ltd.

    12,500        198,142   

Sundrug Co., Ltd.

    3,000        207,720   

Suntory Beverage & Food, Ltd.

    10,400        431,119   

Suruga Bank, Ltd.

    13,000        290,010   

Suzuken Co., Ltd.

    5,800        189,576   

Suzuki Motor Corp.

    26,200        921,588   

Sysmex Corp.

    12,200        706,649   

T&D Holdings, Inc.

    49,200        649,204   

Taiheiyo Cement Corp.

    82,000        259,288   

Taisei Corp.

    80,000        560,328   

Taisho Pharmaceutical Holdings Co., Ltd.

    3,000        249,014   

Takashimaya Co., Ltd.

    19,000        156,743   
Japan—(Continued)  

Takeda Pharmaceutical Co., Ltd.

    56,400      2,334,128   

TDK Corp.

    10,500        721,469   

Teijin, Ltd.

    13,200        267,468   

Terumo Corp.

    27,200        1,004,162   

THK Co., Ltd.

    7,700        170,062   

Tobu Railway Co., Ltd.

    73,000        362,514   

Toho Co., Ltd.

    8,500        240,713   

Toho Gas Co., Ltd.

    31,000        252,285   

Tohoku Electric Power Co., Inc.

    39,800        503,230   

Tokio Marine Holdings, Inc.

    53,500        2,192,144   

Tokyo Electric Power Co. Holdings, Inc. (b)

    124,100        501,193   

Tokyo Electron, Ltd.

    13,500        1,275,380   

Tokyo Gas Co., Ltd.

    162,000        732,808   

Tokyo Tatemono Co., Ltd.

    14,500        193,876   

Tokyu Corp.

    96,000        705,768   

Tokyu Fudosan Holdings Corp.

    37,000        218,422   

TonenGeneral Sekiyu KK

    18,000        189,817   

Toppan Printing Co., Ltd.

    41,000        391,544   

Toray Industries, Inc.

    126,000        1,020,489   

Toshiba Corp. (b)

    313,000        757,779   

TOTO, Ltd.

    10,400        411,278   

Toyo Seikan Group Holdings, Ltd.

    17,200        320,962   

Toyo Suisan Kaisha, Ltd.

    6,000        217,469   

Toyota Industries Corp.

    12,600        599,629   

Toyota Motor Corp.

    213,700        12,501,363   

Toyota Tsusho Corp.

    15,500        403,570   

Trend Micro, Inc.

    10,400        369,583   

Tsuruha Holdings, Inc.

    2,900        275,042   

Unicharm Corp.

    33,200        726,576   

United Urban Investment Corp. (REIT)

    266        405,662   

USS Co., Ltd.

    16,600        264,445   

West Japan Railway Co.

    13,700        841,256   

Yahoo Japan Corp.

    132,900        511,064   

Yakult Honsha Co., Ltd.

    6,300        292,276   

Yamada Denki Co., Ltd.

    55,900        301,280   

Yamaguchi Financial Group, Inc.

    15,000        163,328   

Yamaha Corp.

    15,800        482,514   

Yamaha Motor Co., Ltd. (a)

    23,700        521,057   

Yamato Holdings Co., Ltd.

    27,000        548,464   

Yamazaki Baking Co., Ltd.

    9,000        174,061   

Yaskawa Electric Corp.

    18,000        279,778   

Yokogawa Electric Corp.

    16,300        235,846   

Yokohama Rubber Co., Ltd. (The)

    9,200        164,342   
   

 

 

 
      235,263,308   
   

 

 

 
Luxembourg—0.2%  

ArcelorMittal (b)

    145,609        1,075,676   

Eurofins Scientific SE

    878        374,791   

RTL Group S.A. (b)

    2,700        198,293   

Tenaris S.A.

    43,902        784,130   
   

 

 

 
      2,432,890   
   

 

 

 
Netherlands—3.2%  

ABN AMRO Group NV

    22,595        501,479   

Aegon NV

    144,233        794,729   

AerCap Holdings NV (b)

    13,600        565,896   

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Netherlands—(Continued)  

Airbus Group SE

    46,190      $ 3,054,555   

Akzo Nobel NV

    19,973        1,249,831   

Altice NV - Class A (a) (b)

    27,259        540,261   

Altice NV - Class B (b)

    8,752        174,395   

ASML Holding NV

    29,205        3,278,762   

Boskalis Westminster

    6,294        218,693   

CNH Industrial NV

    78,026        679,739   

EXOR NV

    10,723        463,366   

Ferrari NV

    9,578        558,346   

Gemalto NV

    7,697        445,286   

Heineken Holding NV

    8,233        573,633   

Heineken NV

    17,749        1,332,110   

ING Groep NV

    310,514        4,378,555   

Koninklijke Ahold Delhaize NV

    106,335        2,242,581   

Koninklijke DSM NV

    13,712        822,524   

Koninklijke KPN NV

    263,537        781,948   

Koninklijke Philips NV

    74,893        2,287,368   

Koninklijke Vopak NV

    7,217        341,137   

NN Group NV

    24,394        827,695   

NXP Semiconductors NV (b)

    23,300        2,283,633   

QIAGEN NV (b)

    15,750        442,753   

Randstad Holding NV

    9,402        510,252   

RELX NV

    78,420        1,320,830   

STMicroelectronics NV

    44,693        507,738   

Wolters Kluwer NV

    26,213        949,850   
   

 

 

 
      32,127,945   
   

 

 

 
New Zealand—0.2%  

Auckland International Airport, Ltd.

    99,212        431,528   

Contact Energy, Ltd.

    58,969        191,156   

Fletcher Building, Ltd.

    56,031        413,110   

Meridian Energy, Ltd.

    124,449        225,134   

Ryman Healthcare, Ltd.

    29,900        169,324   

Spark New Zealand, Ltd.

    153,824        365,060   
   

 

 

 
      1,795,312   
   

 

 

 
Norway—0.6%  

DNB ASA

    81,386        1,214,242   

Gjensidige Forsikring ASA

    14,357        228,528   

Marine Harvest ASA (b)

    30,284        547,855   

Norsk Hydro ASA

    110,802        530,626   

Orkla ASA

    68,492        621,660   

Schibsted ASA - B Shares

    6,744        143,384   

Statoil ASA

    87,269        1,595,264   

Telenor ASA

    58,784        879,261   

Yara International ASA

    15,820        624,964   
   

 

 

 
      6,385,784   
   

 

 

 
Portugal—0.1%  

Banco Espirito Santo S.A. (b) (c) (d)

    199,038        0   

EDP - Energias de Portugal S.A.

    185,244        565,253   

Galp Energia SGPS S.A.

    40,100        597,279   

Jeronimo Martins SGPS S.A.

    22,596        351,200   
   

 

 

 
      1,513,732   
   

 

 

 
Singapore—1.2%  

Ascendas Real Estate Investment Trust (REIT)

    215,000      336,744   

CapitaLand Commercial Trust (REIT)

    143,000        145,682   

CapitaLand Mall Trust (REIT)

    240,200        312,162   

CapitaLand, Ltd.

    227,200        473,068   

City Developments, Ltd.

    34,000        194,130   

ComfortDelGro Corp., Ltd.

    153,000        260,522   

DBS Group Holdings, Ltd.

    141,667        1,694,229   

Genting Singapore plc

    418,200        260,538   

Global Logistic Properties, Ltd.

    184,100        279,563   

Golden Agri-Resources, Ltd.

    605,100        179,145   

Hutchison Port Holdings Trust - Class U

    538,000        233,955   

Jardine Cycle & Carriage, Ltd.

    8,888        252,185   

Keppel Corp., Ltd.

    128,900        513,419   

Oversea-Chinese Banking Corp., Ltd.

    247,264        1,520,833   

SATS, Ltd.

    56,300        188,547   

Sembcorp Industries, Ltd.

    71,000        139,608   

Singapore Airlines, Ltd.

    51,440        343,433   

Singapore Exchange, Ltd.

    80,900        400,753   

Singapore Press Holdings, Ltd.

    153,050        373,094   

Singapore Technologies Engineering, Ltd.

    130,000        289,262   

Singapore Telecommunications, Ltd.

    628,020        1,579,853   

Suntec Real Estate Investment Trust (REIT)

    179,000        203,452   

United Overseas Bank, Ltd.

    105,192        1,479,770   

UOL Group, Ltd.

    33,000        136,261   

Wilmar International, Ltd.

    159,200        393,738   
   

 

 

 
      12,183,946   
   

 

 

 
Spain—3.0%  

Abertis Infraestructuras S.A.

    51,494        721,904   

ACS Actividades de Construccion y Servicios S.A.

    14,558        459,857   

Aena S.A.

    5,774        789,332   

Amadeus IT Group S.A.

    36,080        1,642,358   

Banco Bilbao Vizcaya Argentaria S.A.

    528,740        3,574,163   

Banco de Sabadell S.A.

    465,409        649,139   

Banco Popular Espanol S.A. (a)

    253,956        245,757   

Banco Santander S.A.

    1,167,905        6,108,897   

Bankia S.A.

    323,299        330,951   

Bankinter S.A.

    48,939        379,768   

CaixaBank S.A.

    268,510        888,772   

Distribuidora Internacional de Alimentacion S.A.

    40,490        199,153   

Enagas S.A.

    17,953        456,528   

Endesa S.A.

    23,384        496,128   

Ferrovial S.A.

    38,372        687,630   

Gas Natural SDG S.A.

    31,745        599,221   

Grifols S.A.

    23,842        474,662   

Iberdrola S.A.

    433,124        2,845,880   

Industria de Diseno Textil S.A.

    89,257        3,052,015   

International Consolidated Airlines Group S.A. - Class DI

    69,940        378,158   

Mapfre S.A.

    74,474        227,712   

Red Electrica Corp. S.A.

    36,520        690,007   

Repsol S.A.

    87,827        1,237,793   

Telefonica S.A.

    373,718        3,472,404   
   

 

 

 
      30,608,189   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Sweden—2.7%  

Alfa Laval AB

    20,852      $ 345,453   

Assa Abloy AB - Class B

    80,175        1,491,502   

Atlas Copco AB - A Shares

    53,715        1,637,475   

Atlas Copco AB - B Shares

    32,703        892,641   

Boliden AB

    20,002        522,567   

Electrolux AB - Series B

    17,118        426,234   

Getinge AB - B Shares

    19,011        305,380   

Hennes & Mauritz AB - B Shares

    74,424        2,071,908   

Hexagon AB - B Shares

    19,206        686,871   

Husqvarna AB - B Shares

    25,677        199,945   

ICA Gruppen AB

    5,619        171,633   

Industrivarden AB - C Shares

    16,050        299,967   

Investor AB - B Shares

    35,158        1,317,606   

Kinnevik AB - Class B

    21,519        517,038   

L E Lundbergforetagen AB - B Shares

    3,045        187,184   

Lundin Petroleum AB (b)

    16,017        348,209   

Millicom International Cellular S.A.

    5,384        230,625   

Nordea Bank AB

    237,519        2,648,152   

Sandvik AB

    84,986        1,052,161   

Securitas AB - B Shares (a)

    21,462        338,501   

Skandinaviska Enskilda Banken AB - Class A

    125,966        1,324,731   

Skanska AB - B Shares

    30,119        711,895   

SKF AB - B Shares

    32,785        603,508   

Svenska Cellulosa AB SCA - Class B

    51,018        1,442,685   

Svenska Handelsbanken AB - A Shares

    123,478        1,720,537   

Swedbank AB - A Shares

    75,029        1,818,587   

Swedish Match AB

    14,499        461,959   

Tele2 AB - B Shares

    23,661        190,206   

Telefonaktiebolaget LM Ericsson - B Shares

    245,096        1,432,898   

Telia Co. AB

    219,400        885,155   

Volvo AB - B Shares

    126,102        1,473,566   
   

 

 

 
      27,756,779   
   

 

 

 
Switzerland—8.7%  

ABB, Ltd. (b)

    149,315        3,149,316   

Actelion, Ltd. (b)

    8,051        1,743,545   

Adecco Group AG

    12,943        846,663   

Aryzta AG (b)

    7,132        314,636   

Baloise Holding AG

    4,297        541,369   

Barry Callebaut AG (b)

    132        161,857   

Chocoladefabriken Lindt & Spruengli AG

    9        547,700   

Chocoladefabriken Lindt & Spruengli AG (Participation Certifcate)

    81        420,331   

Cie Financiere Richemont S.A.

    40,858        2,710,473   

Coca-Cola HBC AG (b)

    13,800        301,585   

Credit Suisse Group AG (b)

    159,081        2,275,879   

Dufry AG (b)

    3,625        452,865   

EMS-Chemie Holding AG

    579        294,752   

Galenica AG

    295        332,795   

Geberit AG

    3,038        1,218,118   

Givaudan S.A.

    717        1,316,087   

Glencore plc (b)

    976,977        3,292,371   

Julius Baer Group, Ltd. (b)

    17,027        757,408   

Kuehne & Nagel International AG

    4,135        546,942   

LafargeHolcim, Ltd. (b)

    35,455        1,866,045   

Lonza Group AG (b)

    4,579        793,153   
Switzerland—(Continued)  

Nestle S.A.

    249,363      17,920,149   

Novartis AG

    179,478        13,080,035   

Pargesa Holding S.A.

    3,763        245,512   

Partners Group Holding AG

    1,388        650,838   

Roche Holding AG

    56,166        12,822,157   

Schindler Holding AG

    1,428        249,918   

Schindler Holding AG (Participation Certificate)

    3,216        567,402   

SGS S.A.

    429        872,874   

Sika AG

    170        818,163   

Sonova Holding AG

    4,058        491,923   

Swatch Group AG (The)

    5,039        308,562   

Swatch Group AG (The) - Bearer
Shares (a)

    2,384        742,678   

Swiss Life Holding AG (b)

    2,458        696,796   

Swiss Prime Site AG (b)

    6,356        521,155   

Swiss Re AG

    26,071        2,474,730   

Swisscom AG

    2,156        965,837   

Syngenta AG

    7,276        2,880,861   

UBS Group AG

    294,259        4,615,443   

Zurich Insurance Group AG (b)

    12,336        3,394,725   
   

 

 

 
      88,203,648   
   

 

 

 
United Kingdom—16.9%  

3i Group plc

    83,477        727,077   

Aberdeen Asset Management plc

    62,282        198,458   

Admiral Group plc

    16,009        359,932   

Anglo American plc (b)

    114,075        1,604,203   

Antofagasta plc

    26,957        222,537   

Ashtead Group plc

    37,846        735,147   

Associated British Foods plc

    27,546        933,410   

AstraZeneca plc

    101,128        5,498,966   

Auto Trader Group plc

    75,401        380,653   

Aviva plc

    331,823        1,985,244   

Babcock International Group plc

    22,688        266,871   

BAE Systems plc

    259,623        1,890,400   

Barclays plc

    1,358,982        3,742,926   

Barratt Developments plc

    88,548        505,085   

Berkeley Group Holdings plc

    10,289        356,586   

BP plc

    1,498,691        9,336,660   

British American Tobacco plc

    149,122        8,489,311   

British Land Co. plc (The) (REIT)

    73,348        569,840   

BT Group plc

    669,710        3,040,674   

Bunzl plc

    27,344        709,462   

Burberry Group plc

    32,742        605,114   

Capita plc

    56,282        369,441   

Carnival plc

    15,318        778,122   

Centrica plc

    433,996        1,253,667   

Cobham plc

    148,611        300,269   

Coca-Cola European Partners plc

    17,100        540,622   

Compass Group plc

    136,155        2,516,270   

Croda International plc

    12,193        479,585   

Diageo plc

    202,310        5,247,783   

Direct Line Insurance Group plc

    120,497        547,925   

Dixons Carphone plc

    87,082        380,642   

easyJet plc

    10,815        134,120   

Fiat Chrysler Automobiles NV

    70,787        644,257   

Fresnillo plc

    22,254        331,353   

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
United Kingdom—(Continued)  

G4S plc

    145,464      $ 422,072   

GKN plc

    126,099        515,043   

GlaxoSmithKline plc

    389,565        7,459,203   

Hammerson plc (REIT)

    74,953        529,484   

Hargreaves Lansdown plc

    23,808        356,327   

Hikma Pharmaceuticals plc

    11,370        264,433   

HSBC Holdings plc

    1,592,402        12,909,520   

IMI plc

    20,055        256,426   

Imperial Brands plc

    77,211        3,367,669   

Inmarsat plc

    33,445        309,319   

InterContinental Hotels Group plc

    15,517        694,297   

Intertek Group plc

    14,174        606,323   

Intu Properties plc (REIT)

    92,411        321,863   

Investec plc

    52,596        348,672   

J Sainsbury plc

    120,106        368,963   

Johnson Matthey plc

    15,590        610,772   

Kingfisher plc

    189,541        818,386   

Land Securities Group plc (REIT)

    69,232        916,971   

Legal & General Group plc

    465,307        1,420,958   

Lloyds Banking Group plc

    5,267,223        4,061,339   

London Stock Exchange Group plc

    25,259        909,929   

Marks & Spencer Group plc

    137,472        593,466   

Mediclinic International plc

    30,600        289,939   

Meggitt plc

    55,862        316,292   

Merlin Entertainments plc

    52,353        290,041   

Mondi plc

    27,093        555,091   

National Grid plc

    299,625        3,513,455   

NEX Group plc

    30,684        176,114   

Next plc

    11,803        724,279   

Old Mutual plc

    378,865        963,654   

Pearson plc

    63,486        638,804   

Persimmon plc

    22,805        498,940   

Petrofac, Ltd.

    17,337        185,766   

Provident Financial plc

    11,099        391,239   

Prudential plc

    205,782        4,115,381   

Randgold Resources, Ltd.

    8,250        632,514   

Reckitt Benckiser Group plc

    50,862        4,310,920   

RELX plc

    85,441        1,523,498   

Rio Tinto plc

    100,627        3,842,044   

Rolls-Royce Holdings plc (b)

    152,053        1,253,759   

Royal Bank of Scotland Group plc (b)

    315,947        874,923   

Royal Dutch Shell plc - A Shares

    346,614        9,576,031   

Royal Dutch Shell plc - B Shares

    299,606        8,572,045   

Royal Mail plc

    67,965        387,727   

RSA Insurance Group plc

    93,305        674,726   

Sage Group plc (The)

    93,810        756,365   

Schroders plc

    10,735        396,994   

Segro plc (REIT)

    61,844        350,909   

Severn Trent plc

    20,415        560,030   

Sky plc

    81,836        998,254   

Smith & Nephew plc

    70,070        1,046,701   

Smiths Group plc

    31,976        556,927   

SSE plc

    80,939        1,551,332   

St. James’s Place plc

    38,927        485,464   

Standard Chartered plc (b)

    260,617        2,140,179   
United Kingdom—(Continued)  

Standard Life plc

    166,532      $ 761,283   

Tate & Lyle plc

    33,576        293,189   

Taylor Wimpey plc

    240,026        451,970   

Tesco plc (b)

    671,221        1,713,087   

TP ICAP plc

    25,074        134,105   

Travis Perkins plc

    20,832        373,325   

Unilever NV

    130,477        5,373,249   

Unilever plc

    103,156        4,183,676   

United Utilities Group plc

    57,234        635,836   

Vodafone Group plc

    2,124,260        5,238,342   

Weir Group plc (The)

    17,104        397,326   

Whitbread plc

    14,502        675,894   

William Hill plc

    82,380        294,389   

WM Morrison Supermarkets plc

    166,578        474,479   

Wolseley plc

    20,872        1,278,520   

Worldpay Group plc

    144,225        479,568   

WPP plc

    101,031        2,264,574   
   

 

 

 
      171,917,196   
   

 

 

 
United States—0.1%  

Mobileye NV (b)

    14,200        541,304   
   

 

 

 

Total Common Stocks
(Cost $928,632,393)

      970,397,543   
   

 

 

 
Mutual Fund—2.2%   
United States—2.2%  

iShares MSCI EAFE ETF (a) (e)
(Cost $22,255,545)

    389,000        22,456,970   
   

 

 

 
Preferred Stocks—0.5%   
Germany—0.5%  

Bayerische Motoren Werke (BMW) AG

    3,581        275,213   

FUCHS Petrolub SE

    4,900        206,166   

Henkel AG & Co. KGaA

    13,964        1,668,618   

Porsche Automobil Holding SE

    11,870        646,558   

Schaeffler AG

    13,141        194,337   

Volkswagen AG

    15,111        2,121,308   
   

 

 

 

Total Preferred Stocks
(Cost $4,157,085)

      5,112,200   
   

 

 

 
Rights—0.0%   
Spain—0.0%  

Repsol S.A., Expires 01/12/17 (b)
(Cost $30,627)

    87,827        32,608   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Schedule of Investments as of December 31, 2016

Short-Term Investments—1.9%

 

Security Description   Principal
Amount*
    Value  
Discount Notes—0.4%  

Federal Home Loan Bank
0.794%, 03/17/17 (f)

    325,000     $ 324,657  

0.836%, 02/27/17 (f)

    375,000       374,714  

0.969%, 03/24/17 (f)

    2,200,000       2,197,457  

1.167%, 01/25/17 (f)

    725,000       724,832  

1.704%, 01/04/17 (f)

    300,000       299,997  

2.367%, 01/06/17 (f)

    150,000       149,995  
   

 

 

 
      4,071,652  
   

 

 

 
U.S. Treasury—1.5%  

U.S. Treasury Bills
0.327%, 01/05/17 (f)

    1,875,000       1,874,962  

0.738%, 04/27/17 (f)

    3,675,000       3,668,628  

0.815%, 02/16/17 (f)

    600,000       599,677  

0.862%, 03/16/17 (f)

    6,175,000       6,168,825  

1.091%, 01/26/17 (f)

    2,550,000       2,549,314  
   

 

 

 
      14,861,406  
   

 

 

 

Total Short-Term Investments
(Cost $18,935,323)

      18,933,058  
   

 

 

 
Securities Lending Reinvestments(g)—1.3%  
Repurchase Agreements—1.3%  

Barclays Capital, Inc.
Repurchase Agreement dated 12/30/16 at 0.450% to be repurchased at $1,844,235 on 01/03/17, collateralized by $3,691,516 U.S. Treasury Strip Obligations with zero coupon, maturity dates ranging from 02/15/17 - 11/15/46, with a value of $1,881,027.

    1,844,143       1,844,143  

Deutsche Bank AG, London
Repurchase Agreement dated 12/30/16 at 0.950% to be repurchased at $1,000,106 on 01/03/17, collateralized by $1,020,900 Foreign Obligations with rates ranging from 1.750% - 2.500%, maturity dates ranging from 09/05/19 - 11/20/24, with a value of $1,020,006.

    1,000,000       1,000,000  

Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $1,250,627 on 01/03/17, collateralized by various Common Stock with a value of $1,389,444.

    1,250,000       1,250,000  

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $2,847,212 on 01/03/17, collateralized by $14,651,559 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $2,904,007.

    2,847,066       2,847,066  
Repurchase Agreements—(Continued)  

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/15/16 at 0.600% to be repurchased at $4,001,467 on 01/06/17, collateralized by $3,957,421 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $4,082,067.

    4,000,000     4,000,000  

Natixis
Repurchase Agreement dated 12/30/16 at 0.600% to be repurchased at $1,000,067 on 01/03/17, collateralized by $1,795,764 U.S. Government Agency and Treasury Obligations with rates ranging from 0.996% - 7.000%, maturity dates ranging from 01/15/20 - 12/01/46, with a value of $1,020,000.

    1,000,000       1,000,000  

Pershing LLC
Repurchase Agreement dated 12/30/16 at 0.680% to be repurchased at $1,000,076 on 01/03/17, collateralized by $1,467,364 U.S. Government Agency Obligations with rates ranging from 0.625% - 11.018%, maturity dates ranging from 01/17/17 - 08/20/66, with a value of $1,020,000.

    1,000,000       1,000,000  
   

 

 

 
      12,941,209  
   

 

 

 

Total Securities Lending Reinvestments
(Cost $12,941,209)

      12,941,209  
   

 

 

 

Total Investments—101.2%
(Cost $986,952,182) (h)

      1,029,873,588  

Other assets and liabilities (net)—(1.2)%

      (12,177,450
   

 

 

 
Net Assets—100.0%     $ 1,017,696,138  
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $12,544,325 and the collateral received consisted of cash in the amount of $12,941,209. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(b) Non-income producing security.
(c) Security was valued in good faith under procedures approved by the Board of Trustees. As of December 31, 2016, these securities represent less than 0.05% of net assets.
(d) Illiquid security. As of December 31, 2016, these securities represent 0.0% of net assets.
(e) All or a portion of the security was pledged as collateral against open futures contracts. As of December 31, 2016, the market value of securities pledged was $2,309,200.
(f) The rate shown represents current yield to maturity.
(g) Represents investment of cash collateral received from securities on loan as of December 31, 2016.

 

See accompanying notes to financial statements.

 

MSF-13


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Schedule of Investments as of December 31, 2016

 

(h) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $999,676,025. The aggregate unrealized appreciation and depreciation of investments were $188,097,640 and $(157,900,077), respectively, resulting in net unrealized appreciation of $30,197,563 for federal income tax purposes.
(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.
(ETF)— Exchange-Traded Fund
(REIT)— A Real Estate Investment Trust is a pooled investment vehicle that invests primarily in income-producing real estate or real estate related loans or interest.

 

Ten Largest Industries as of
December 31, 2016 (Unaudited)

  

% of
Net Assets

 

Banks

     12.0  

Pharmaceuticals

     7.5  

Insurance

     5.3  

Oil, Gas & Consumable Fuels

     5.0  

Automobiles

     3.8  

Chemicals

     3.7  

Food Products

     3.0  

Metals & Mining

     2.7  

Diversified Telecommunication Services

     2.7  

Machinery

     2.4  

 

Futures Contracts

 

Futures Contracts – Long

   Expiration
Date
     Number of
Contracts
     Notional
Amount
     Unrealized
Depreciation
 

MSCI EAFE Mini Index Futures

     03/17/17        216        USD        18,209,238      $ (112,758
              

 

 

 

 

(USD)— United States Dollar

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

 

See accompanying notes to financial statements.

 

MSF-14


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Schedule of Investments as of December 31, 2016

 

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1     Level 2     Level 3      Total  
Common Stocks          

Australia

   $ —        $ 74,379,090      $ —         $ 74,379,090   

Austria

     —          1,928,697        —           1,928,697   

Belgium

     —          11,471,546        —           11,471,546   

Denmark

     —          16,052,082        —           16,052,082   

Finland

     —          9,506,720        —           9,506,720   

France

     —          94,441,501        —           94,441,501   

Germany

     —          85,714,571        —           85,714,571   

Hong Kong

     254,400        31,260,860        —           31,515,260   

Ireland

     —          11,307,732        —           11,307,732   

Israel

     3,535,001        2,592,732        —           6,127,733   

Italy

     —          17,222,578        —           17,222,578   

Japan

     —          235,263,308        —           235,263,308   

Luxembourg

     —          2,432,890        —           2,432,890   

Netherlands

     2,849,529        29,278,416        —           32,127,945   

New Zealand

     —          1,795,312        —           1,795,312   

Norway

     —          6,385,784        —           6,385,784   

Portugal

     —          1,513,732        0         1,513,732   

Singapore

     —          12,183,946        —           12,183,946   

Spain

     —          30,608,189        —           30,608,189   

Sweden

     —          27,756,779        —           27,756,779   

Switzerland

     —          88,203,648        —           88,203,648   

United Kingdom

     176,114        171,741,082        —           171,917,196   

United States

     541,304        —          —           541,304   

Total Common Stocks

     7,356,348        963,041,195        0         970,397,543   

Total Mutual Fund*

     22,456,970        —          —           22,456,970   

Total Preferred Stocks*

     —          5,112,200        —           5,112,200   

Total Rights*

     32,608        —          —           32,608   
Short-Term Investments   

Discount Notes

     —          4,071,652        —           4,071,652   

U.S. Treasury

     —          14,861,406        —           14,861,406   

Total Short-Term Investments

     —          18,933,058        —           18,933,058   

Total Securities Lending Reinvestments*

     —          12,941,209        —           12,941,209   

Total Investments

   $ 29,845,926      $ 1,000,027,662      $ 0       $ 1,029,873,588   
                                   

Collateral for Securities Loaned (Liability)

   $ —        $ (12,941,209   $ —         $ (12,941,209
Futures Contracts   

Futures Contracts (Unrealized Depreciation)

   $ (112,758   $ —        $ —         $ (112,758

 

* See Schedule of Investments for additional detailed categorizations.

Transfers from Level 1 to Level 2 in the amount of $978,286 were due to the application of a systematic fair valuation model factor.

Level 3 investments at the beginning and/or end of the period in relation to net assets were not significant and accordingly, a reconciliation of Level 3 assets for the year ended December 31, 2016 is not presented.

 

See accompanying notes to financial statements.

 

MSF-15


Metropolitan Series Fund

MSCI EAFE Index Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

  

Investments at value (a) (b)

   $ 1,029,873,588   

Cash

     9,116   

Cash denominated in foreign currencies (c)

     88,219   

Receivable for:

  

Investments sold

     117,604   

Fund shares sold

     3,008,668   

Dividends

     2,425,693   

Variation margin on futures contracts

     57,240   

Prepaid expenses

     2,855   
  

 

 

 

Total Assets

     1,035,582,983   

Liabilities

  

Collateral for securities loaned

     12,941,209   

Payables for:

  

Investments purchased

     3,867,390   

Fund shares redeemed

     195,713   

Accrued Expenses:

  

Management fees

     253,625   

Distribution and service fees

     110,344   

Deferred trustees’ fees

     93,196   

Other expenses

     425,368   
  

 

 

 

Total Liabilities

     17,886,845   
  

 

 

 

Net Assets

   $ 1,017,696,138   
  

 

 

 

Net Assets Consist of:

  

Paid in surplus

   $ 997,439,023   

Undistributed net investment income

     20,805,946   

Accumulated net realized loss

     (43,257,231

Unrealized appreciation on investments, futures contracts and foreign currency transactions

     42,708,400   
  

 

 

 

Net Assets

   $ 1,017,696,138   
  

 

 

 

Net Assets

  

Class A

   $ 498,718,278   

Class B

     390,733,362   

Class E

     29,601,498   

Class G

     98,643,000   

Capital Shares Outstanding*

  

Class A

     41,675,507   

Class B

     33,305,221   

Class E

     2,486,809   

Class G

     8,458,168   

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 11.97   

Class B

     11.73   

Class E

     11.90   

Class G

     11.66   

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $986,952,182.
(b) Includes securities loaned at value of $12,544,325.
(c) Identified cost of cash denominated in foreign currencies was $87,428.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

  

Dividends (a)

   $ 31,680,152   

Interest

     58,152   

Securities lending income

     658,878   

Other income (b)

     444,005   
  

 

 

 

Total investment income

     32,841,187   

Expenses

  

Management fees

     2,975,114   

Administration fees

     32,332   

Custodian and accounting fees

     274,533   

Distribution and service fees—Class B

     966,417   

Distribution and service fees—Class E

     44,661   

Distribution and service fees—Class G

     285,938   

Audit and tax services

     44,040   

Legal

     33,031   

Trustees’ fees and expenses

     45,248   

Shareholder reporting

     164,034   

Insurance

     6,731   

Miscellaneous

     192,488   
  

 

 

 

Total expenses

     5,064,567   

Less management fee waiver

     (25,218
  

 

 

 

Net expenses

     5,039,349   
  

 

 

 

Net Investment Income

     27,801,838   
  

 

 

 

Net Realized and Unrealized Gain (Loss)

  

Net realized gain (loss) on:   

Investments

     1,530,528   

Futures contracts

     278,202   

Foreign currency transactions

     (513,952
  

 

 

 

Net realized gain

     1,294,778   
  

 

 

 
Net change in unrealized depreciation on:   

Investments

     (13,374,000

Futures contracts

     (7,683

Foreign currency transactions

     (15,552
  

 

 

 

Net change in unrealized depreciation

     (13,397,235
  

 

 

 

Net realized and unrealized loss

     (12,102,457
  

 

 

 

Net Increase in Net Assets From Operations

   $ 15,699,381   
  

 

 

 

 

(a) Net of foreign withholding taxes of $2,702,922.
(b) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-16


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

  

From Operations

  

Net investment income

   $ 27,801,838      $ 24,846,819   

Net realized gain (loss)

     1,294,778        (6,126,582

Net change in unrealized depreciation

     (13,397,235     (29,385,462
  

 

 

   

 

 

 

Increase (decrease) in net assets from operations

     15,699,381        (10,665,225
  

 

 

   

 

 

 

From Distributions to Shareholders

  

Net investment income

  

Class A

     (12,581,615     (14,562,770

Class B

     (9,346,457     (12,357,853

Class E

     (740,137     (1,026,590

Class G

     (2,272,642     (3,019,719
  

 

 

   

 

 

 

Total distributions

     (24,940,851     (30,966,932
  

 

 

   

 

 

 

Increase in net assets from capital share transactions

     43,616,044        64,623,279   
  

 

 

   

 

 

 

Total increase in net assets

     34,374,574        22,991,122   

Net Assets

  

Beginning of period

     983,321,564        960,330,442   
  

 

 

   

 

 

 

End of period

   $ 1,017,696,138      $ 983,321,564   
  

 

 

   

 

 

 

Undistributed net investment income

  

End of period

   $ 20,805,946      $ 18,316,673   
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

  

Sales

     5,749,280      $ 65,578,434        6,272,137      $ 79,515,163   

Reinvestments

     1,120,357        12,581,615        1,108,278        14,562,770   

Redemptions

     (3,480,264     (41,023,397     (3,046,693     (39,870,679
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     3,389,373      $ 37,136,652        4,333,722      $ 54,207,254   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

  

Sales

     2,296,371      $ 26,002,064        2,583,811      $ 31,901,634   

Reinvestments

     848,135        9,346,457        957,973        12,357,853   

Redemptions

     (2,928,273     (34,015,204     (3,059,588     (39,653,025
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     216,233      $ 1,333,317        482,196      $ 4,606,462   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

  

Sales

     105,785      $ 1,216,258        156,699      $ 1,969,785   

Reinvestments

     66,202        740,137        78,486        1,026,590   

Redemptions

     (278,954     (3,258,030     (364,841     (4,779,099
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (106,967   $ (1,301,635     (129,656   $ (1,782,724
  

 

 

   

 

 

   

 

 

   

 

 

 

Class G

  

Sales

     1,362,232      $ 15,441,431        2,300,480      $ 29,415,668   

Reinvestments

     207,358        2,272,642        235,364        3,019,719   

Redemptions

     (978,555     (11,266,363     (2,007,117     (24,843,100
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     591,035      $ 6,447,710        528,727      $ 7,592,287   
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase derived from capital shares transactions

     $ 43,616,044        $ 64,623,279   
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-17


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Financial Highlights

 

Selected per share data       
     Class A  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 12.14      $ 12.67       $ 13.83       $ 11.72       $ 10.22   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.34  (b)      0.34         0.45         0.35         0.35   

Net realized and unrealized gain (loss) on investments

     (0.20     (0.45      (1.26      2.15         1.49   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.14        (0.11      (0.81      2.50         1.84   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.31     (0.42      (0.35      (0.39      (0.34
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (0.31     (0.42      (0.35      (0.39      (0.34
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 11.97      $ 12.14       $ 12.67       $ 13.83       $ 11.72   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     1.34        (1.09      (6.00      21.86         18.33   

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     0.38        0.40         0.40         0.40         0.41   

Net ratio of expenses to average net assets (%) (d)

     0.38        0.40         0.40         0.40         0.40   

Ratio of net investment income to average net assets (%)

     2.93  (b)      2.59         3.34         2.76         3.25   

Portfolio turnover rate (%)

     12        9         9         10         8   

Net assets, end of period (in millions)

   $ 498.7      $ 464.9       $ 430.0       $ 394.5       $ 297.7   
     Class B  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 11.91      $ 12.43       $ 13.58       $ 11.52       $ 10.05   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.31  (b)      0.30         0.42         0.31         0.32   

Net realized and unrealized gain (loss) on investments

     (0.21     (0.43      (1.25      2.11         1.46   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.10        (0.13      (0.83      2.42         1.78   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.28     (0.39      (0.32      (0.36      (0.31
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (0.28     (0.39      (0.32      (0.36      (0.31
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 11.73      $ 11.91       $ 12.43       $ 13.58       $ 11.52   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     1.00        (1.28      (6.27      21.52         18.02   

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     0.63        0.65         0.65         0.65         0.66   

Net ratio of expenses to average net assets (%) (d)

     0.63        0.65         0.65         0.65         0.65   

Ratio of net investment income to average net assets (%)

     2.69  (b)      2.37         3.14         2.55         2.99   

Portfolio turnover rate (%)

     12        9         9         10         8   

Net assets, end of period (in millions)

   $ 390.7      $ 394.0       $ 405.3       $ 422.9       $ 375.4   

Please see following page for Financial Highlights footnote legend.

 

See accompanying notes to financial statements.

 

MSF-18


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Financial Highlights

 

Selected per share data       
     Class E  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 12.08      $ 12.60       $ 13.75       $ 11.66       $ 10.17   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.33  (b)      0.32         0.44         0.33         0.33   

Net realized and unrealized gain (loss) on investments

     (0.22     (0.44      (1.26      2.13         1.48   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.11        (0.12      (0.82      2.46         1.81   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.29     (0.40      (0.33      (0.37      (0.32
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (0.29     (0.40      (0.33      (0.37      (0.32
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 11.90      $ 12.08       $ 12.60       $ 13.75       $ 11.66   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     1.08        (1.18      (6.11      21.62         18.13   

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     0.53        0.55         0.55         0.55         0.56   

Net ratio of expenses to average net assets (%) (d)

     0.53        0.55         0.55         0.55         0.55   

Ratio of net investment income to average net assets (%)

     2.80  (b)      2.48         3.26         2.66         3.11   

Portfolio turnover rate (%)

     12        9         9         10         8   

Net assets, end of period (in millions)

   $ 29.6      $ 31.3       $ 34.3       $ 38.9       $ 37.0   
     Class G  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 11.84      $ 12.36       $ 13.51       $ 11.47       $ 10.01   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.30  (b)      0.29         0.41         0.31         0.31   

Net realized and unrealized gain (loss) on investments

     (0.20     (0.42      (1.25      2.09         1.46   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.10        (0.13      (0.84      2.40         1.77   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.28     (0.39      (0.31      (0.36      (0.31
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (0.28     (0.39      (0.31      (0.36      (0.31
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 11.66      $ 11.84       $ 12.36       $ 13.51       $ 11.47   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     0.97        (1.31      (6.33      21.44         17.94   

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     0.68        0.70         0.70         0.70         0.71   

Net ratio of expenses to average net assets (%) (d)

     0.68        0.70         0.70         0.70         0.70   

Ratio of net investment income to average net assets (%)

     2.63  (b)      2.32         3.10         2.49         2.94   

Portfolio turnover rate (%)

     12        9         9         10         8   

Net assets, end of period (in millions)

   $ 98.6      $ 93.1       $ 90.7       $ 99.3       $ 69.8   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Net investment income per share and the ratio of net investment income to average net assets include a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which amounted to less than $0.01 per share and 0.04% of average net assets, respectively.
(c) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(d) Includes the effects of management fee waivers (see Note 6 of the Notes to Financial Statements).

 

See accompanying notes to financial statements.

 

MSF-19


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is MSCI EAFE Index Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers four classes of shares: Class A, B, E and G shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946- Financial Services- Investment Companies and Topic 820- Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to

 

MSF-20


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over

 

MSF-21


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to foreign currency transactions and passive foreign investment companies (PFICs). These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $12,941,209. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

 

MSF-22


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

The following table provides a breakdown of transactions accounted for as secured borrowings, the gross obligations by the type of collateral pledged, and the remaining contractual maturities of those transactions, which are accounted for as secured borrowings.

 

     Remaining Contractual Maturity of the Agreements
As of December 31, 2016
 
      Overnight and
Continuous
    Up to
30 Days
     31 - 90
Days
     Greater than
90 days
     Total  
Securities Lending Transactions  

Common Stocks

   $ (5,628,150   $      $      $      $ (5,628,150

Mutual Funds

     (7,313,059                          (7,313,059

Total

   $ (12,941,209   $      $      $      $ (12,941,209

Total Borrowings

   $ (12,941,209   $      $      $      $ (12,941,209

Gross amount of recognized liabilities for securities lending transactions

 

   $ (12,941,209
             

 

 

 

3. Investments in Derivative Instruments

Futures Contracts - The Portfolio may buy and sell futures contracts as a hedge, to maintain investment exposure to a target asset class or to enhance return. The Portfolio may be subject to fluctuations in equity prices, interest rates, commodity prices, and foreign currency exchange rates in the normal course of pursuing its investment objective. Futures contracts are standardized agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other asset. The Portfolio must deposit an amount (“initial margin”) equal to a certain percentage of the face value of the futures contract. The initial margin may be in the form of cash or securities, which is returned when the Portfolio’s obligations under the contract have been satisfied. If cash is deposited as the initial margin, it is shown as cash collateral on the Statement of Assets and Liabilities. Futures contracts are marked-to-market daily, and subsequent payments (“variation margin”) are made or received by the Portfolio depending on whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities and as a component of net change in unrealized appreciation/depreciation on the Statement of Operations. When the contract is closed or expires, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Risks of entering into futures contracts (and related options) include the possibility that the market for these instruments may be illiquid and that a change in the value of the contract or option may not correlate perfectly with changes in the value of the underlying instrument. If futures contracts are exchange-traded, the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures contracts against default. For OTC futures, the Portfolio’s ability to terminate the positions may be more limited than in the case of exchange-traded positions and may also involve the risk that securities dealers participating in such transactions would fail to meet their obligations to the Portfolio.

The following table summarizes the fair value of derivatives held by the Portfolio at December 31, 2016 by category of risk exposure:

 

    

Liability Derivatives

 

Risk Exposure

  

Statement of Assets &
Liabilities Location

   Fair Value  

Equity

   Unrealized depreciation on futures contracts (a)      112,758  
     

 

 

 

 

  (a) Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments. Only the current day’s variation margin is reported within the Statement of Assets and Liabilities.

The following tables summarize the effect of derivative instruments on the Statement of Operations, classified by derivative type and category of risk exposure, for the year ended December 31, 2016:

 

Statement of Operations Location—Net Realized Gain (Loss)

   Equity  

Futures contracts

   $ 278,202  
  

 

 

 

Statement of Operations Location—Net Change in Unrealized Appreciation (Depreciation)

   Equity  

Futures contracts

   $ (7,683
  

 

 

 

For the year ended December 31, 2016, the average notional par or face amount outstanding for each derivative type was as follows:

 

Derivative Description

   Average
Notional Par or
Face Amount‡
 

Futures contracts long

   $ 9,875  

 

  Averages are based on activity levels during the year.

 

MSF-23


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

4. Certain Risks

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Customer Account Agreements and related addenda govern cleared derivatives transactions such as futures, options on futures, and cleared OTC derivatives. Cleared derivative transactions require posting of initial margin as determined by each relevant clearing agency, which is segregated at a broker account registered with the Commodities Futures Trading Commission (“CFTC”), or the applicable regulator. In the U.S., counterparty risk is significantly reduced as creditors of the futures broker do not have claim to Portfolio assets in the segregated account. Additionally, portability of exposure in the event of default further reduces risk to the Portfolio. Variation margin, or changes in market value, are exchanged daily, but may not be netted between futures and cleared OTC derivatives.

 

Foreign Investment Risk: The investments by the Portfolio in foreign securities may involve risks not present in domestic investments. Because securities may be denominated in foreign currencies, may require settlement in foreign currencies and may pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Portfolio. Foreign investments may also subject the Portfolio to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which could affect the market and/or credit risk of the investments. In addition to the risks described above, risks may arise from forward foreign currency contracts with respect to the potential inability of counterparties to meet the terms of their contracts.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

5. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 166,738,588      $ 0      $ 115,621,484  

6. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the annual rate of 0.300% of average daily net assets. Fees earned by MetLife Advisers with respect to the Portfolio for the year ended December 31, 2016 were $2,975,114.

 

MSF-24


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

MetLife Advisers has entered into an investment subadvisory agreement with MetLife Investment Advisors, LLC (“MIA”) with respect to managing the Portfolio. For providing subadvisory services to the Portfolio, MetLife Advisers has agreed to pay MIA an investment subadvisory fee for each class of the Portfolio as follows:

 

% per annum

   Average Daily Net Assets
0.050%    On the first $500 million
0.040%    Of the next $500 million
0.020%    On amounts over $1 billion

Fees earned by MIA with respect to the Portfolio for the year ended December 31, 2016 were $444,162.

Management Fee Waiver - Pursuant to a management fee waiver agreement, the Adviser has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum

   Average Daily Net Assets
0.005%    Over $500 million and under $1 billion
0.010%    Of the next $1 billion
0.015%    On amounts over $2 billion

An identical agreement was in place for the period May 1, 2015 to April 30, 2016. Amounts waived for the year ended December 31, 2016 are shown as a management fee waiver in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B, E, and G Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B, E, and G Shares. Under the Distribution and Service Plan, the Class B, E, and G Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B, E, and G Shares of the Portfolio. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares, 0.15% per year for Class E Shares, and 0.30% per year for Class G Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

7. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

8. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term
Capital Gain
     Total  

2016

   2015      2016      2015      2016      2015  
$24,940,851    $ 30,966,932      $      $      $ 24,940,851      $ 30,966,932  

 

MSF-25


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Loss Carryforwards     Other
Accumulated
Capital Losses
    Total  
$28,503,271    $      $ 30,097,317      $ (26,531,041   $ (11,719,235   $ 20,350,312  

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the post-enactment accumulated short-term capital losses were $2,156,264, the post-enactment accumulated long-term capital losses were $9,562,971 and the pre-enactment accumulated capital loss carryforwards and expiration dates were as follows:

 

Expiring
12/31/17

   Expiring
12/31/18
     Total  
$23,421,712    $ 3,109,329      $ 26,531,041  

9. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-26


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of MSCI EAFE Index Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of MSCI EAFE Index Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MSCI EAFE Index Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-27


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-28


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and
MSF) to
present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-29


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST) to
present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF) to
present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF) to
present
   Vice President, MetLife, Inc. (2013- present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST) to
present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-30


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-31


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee

 

MSF-32


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

* * *

MSCI EAFE Index Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and MetLife Investment Advisors, LLC regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe for the one-, three-, and five-year periods ended June 30, 2016. The Board also noted that the Portfolio outperformed its Lipper Index for the three-year period ended June 30, 2016 and underperformed its Lipper Index for the one- and five-year periods ended June 30, 2016. The Board took into account that the Portfolio outperformed its benchmark, the MSCI EAFE Index, for the one-year period ended October 31, 2016 and underperformed its benchmark for the three- and five-year periods ended October 31, 2016.

The Board also considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b-1 fees) were below the Expense Group median, Expense Universe median, and Sub-advised Expense Universe median. The Board further noted that the Portfolio’s contractual management fees were below the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also noted that the Portfolio’s contractual sub-advisory fees were below the averages of the Sub-advised Expense Group and the Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-33


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-34


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-35


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-36


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreements (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and MetLife Investment Advisors, LLC (“MLIA”), an affiliate of the Adviser, for the MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio), MetLife Stock Index Portfolio, MetLife Mid Cap Stock Index Portfolio, Russell 2000® Index Portfolio and MSCI EAFE® Index Portfolio, each a series of MSF, and for MetLife Multi-Index Targeted Risk Portfolio, a series of MIST (the “MLIA Sub-Advised Portfolios”), each of which is sub-advised by MLIA. At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”) for each of the MLIA Sub-Advised Portfolios, and recommended that the shareholders of the Trusts approve the New Sub-Advisory Agreements. Information about the Board’s considerations and process is set forth below.

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

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

1. The Independent Trustees of the Board solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

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

3. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the MLIA Sub-Advised Portfolios to continue receiving sub-advisory services from MLIA following the change in control of the Adviser.

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

5. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Sub-Advisory Agreements.

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

7. The Board considered that, if shareholders approve the New Sub-Advisory Agreements, the Board, the Adviser, and MLIA will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of MLIA to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the MLIA Sub-Advised Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

 

MSF-37


Metropolitan Series Fund

MSCI EAFE Index Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements—(Continued)

 

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

In the event that approval of the New Sub-Advisory Agreements by shareholders of the MLIA Sub-Advised Portfolios has not been obtained before the termination of the Current Sub-Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim sub-advisory agreement with MLIA (the “Interim Sub-Advisory Agreement”) on behalf of each MLIA Sub-Advised Portfolio that will go into effect upon the termination of the Current Sub-Advisory Agreements. The Board’s determination to approve each Interim Sub-Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Sub-Advisory Agreements so as to ensure continuity of sub-advisory services from MLIA to the MLIA Sub-Advised Portfolios following the termination of the Current Sub-Advisory Agreements.

 

MSF-38


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Managed by Neuberger Berman Management LLC

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, and E shares of the Neuberger Berman Genesis Portfolio returned 18.68%, 18.39%, and 18.54%, respectively. The Portfolio’s benchmark, the Russell 2000 Value Index1, returned 31.74%.

MARKET ENVIRONMENT / CONDITIONS

The U.S. stock market was volatile at times, but ultimately generated strong results during the reporting period. The year started off on a weak note due to concerns over moderating growth in China and falling oil prices. After a small decline in February the market then posted positive returns over the next seven months. This turnaround was triggered by improved investor risk appetite given generally positive economic data, continued Federal Reserve policy accommodation, and rising oil prices. After a brief setback in October, stocks rallied sharply over the last two months of the year given optimism for improving economic growth in the Trump administration. The overall U.S. stock market, as measured by the S&P 500 Index, gained 11.96% for the 12 months ended December 31, 2016. Small-cap stocks generated outstanding results in 2016, as the Russell 2000 Index gained 21.31%. There was a significant dispersion between small-cap growth and value stocks, as the Russell 2000 Growth and Value Indexes returned 11.32% and 31.74%, respectively.

PORTFOLIO REVIEW / PERIOD END POSITIONING

The Portfolio underperformed the Russell 2000 Value Index during the reporting period. Stock selection drove the Portfolio’s underperformance. Sector allocation was also a headwind for results, albeit to a lesser extent. As we’ve seen in the past, when expectations for improving economic growth occurs, investors tend to shift their emphasis to more cyclical and speculative small-cap stocks. This proved to be the case during the 2016 calendar year. While the Portfolio generated a strong absolute return for the period, this environment was a headwind for its relative results, as we emphasize higher quality, less economically sensitive businesses with the ability to consistently generate free cash flow.

Within the Portfolio, relative performance was the weakest in the Information Technology, Materials, and Consumer Staples sectors. Within these sectors, the most cyclical and speculative industries drove the benchmark’s performance and the Portfolio’s lack of or limited exposure to these types of securities resulted in relative underperformance. Stock selection was not negative in every sector, as the Portfolio’s holdings in the Consumer Discretionary and Health Care sectors outperformed those of the benchmark.

A number of individual holdings were negative for performance due to company-specific issues. These included Tyler Technologies, Inc., Manhattan Associates, Inc., and Gray Television, Inc. Tyler Technologies provides software and services for local governments throughout the U.S. The company recently reported solid results from both its core business and the acquired New World business, as well as provided guidance that implied a solid demand outlook. However, the results were not enough to satisfy the lofty expectations reflected in the stock’s multiple. Manhattan Associates provides software solutions that enable the efficient movement of goods through the supply chain. While it recently reported solid results, concern regarding the health of its retail customers weighed heavily on the company’s shares. Prior to 2016, both Manhattan Associates and Tyler Technologies had been very strong performers in the Portfolio. Gray Television is a local television broadcaster with operations in small markets throughout the U.S. The company announced disappointing political advertising results due to a combination of lower spending from the Trump camp and a lack of exposure to contested gubernatorial markets.

Examples of individual stocks that produced strong returns included West Pharmaceutical Services, Inc., IDEXX Laboratories, Inc., and Nordson Corp. West Pharmaceutical Services is a dominant supplier of drug containment devices for injectable drugs. The stock performed well during the year in response to consistently better than expected operating results. The company also raised guidance, supported by strong industry demand for its products. IDEXX Laboratories provides diagnostic, detection, and information systems for veterinary testing applications and operates a network of veterinary reference laboratories. During the period, the company reported solid results and reaffirmed guidance. Nordson is a critical component supplier of precision dispensing systems used in applying adhesives, sealants, coatings, and surface treatment for industrial, consumer, and technology markets. Its strong returns are supported by intellectual property, scale, a global installed base and service capabilities. The company’s shares outperformed in 2016 on better than expected earnings as fundamentals (both internal execution and end demand) inflected to the upside, particularly led by new applications in adjacent markets, opportunities to displace legacy technology, and shorten customer’s product upgrade cycle.

Sector allocation also detracted from performance during the reporting period. An overweight to the Health Care sector was the largest negative for relative returns. Within the Financials sector, an underweight to banks was a drag on relative results.

 

MSF-1


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Managed by Neuberger Berman Management LLC

Portfolio Manager Commentary*—(Continued)

 

In terms of Portfolio changes, we made a number of adjustments on the margin throughout the year. In addition, toward the end of the period we modestly increased the Portfolio’s exposure to interest rate sensitive companies, such as commercial banks. These purchases were funded by selling certain positions in companies with less compelling fundamentals. At year end, we continued to look to maintain a diversified portfolio that emphasizes companies that consistently generate solid free cash flow, are profitable, and maintain conservative balance sheets. In addition, the Portfolio’s holdings in companies with below average leverage or net cash balance sheets should be relative winners in a rising rate environment.

Judith M. Vale,

Robert W. D’Alelio

Brett S. Reiner

Gregory G. Spiegel

Portfolio Managers

Neuberger Berman Management LLC

 

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-2


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE RUSSELL 2000 VALUE INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
Neuberger Berman Genesis Portfolio                 

Class A

       18.68           12.72           4.65   

Class B

       18.39           12.44           4.39   

Class E

       18.54           12.56           4.49   
Russell 2000 Value Index        31.74           15.07           6.26   

1 The Russell 2000 Value Index is an unmanaged measure of performance of those Russell 2000 companies that have lower price-to-book ratios and lower forecasted growth values.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 
West Pharmaceutical Services, Inc.      2.2   
Pool Corp.      2.0   
Sensient Technologies Corp.      1.9   
Bank of Hawaii Corp.      1.8   
Church & Dwight Co., Inc.      1.8   
IDEXX Laboratories, Inc.      1.5   
Littelfuse, Inc.      1.5   
Rollins, Inc.      1.5   
Manhattan Associates, Inc.      1.5   
Bank of the Ozarks, Inc.      1.5   

Top Sectors

 

     % of
Net Assets
 
Industrials      21.1   
Information Technology      18.1   
Financials      17.4   
Health Care      13.6   
Consumer Discretionary      11.6   
Materials      8.4   
Consumer Staples      6.1   
Energy      2.6   

 

MSF-3


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

Neuberger Berman Genesis Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.84    $ 1,000.00         $ 1,120.50         $ 4.48   
   Hypothetical*      0.84    $ 1,000.00         $ 1,020.91         $ 4.27   

Class B(a)

   Actual      1.09    $ 1,000.00         $ 1,118.60         $ 5.80   
   Hypothetical*      1.09    $ 1,000.00         $ 1,019.66         $ 5.53   

Class E(a)

   Actual      0.99    $ 1,000.00         $ 1,119.10         $ 5.27   
   Hypothetical*      0.99    $ 1,000.00         $ 1,020.16         $ 5.03   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 6 of the Notes to Financial Statements.

 

MSF-4


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—98.9% of Net Assets

 

Security Description   Shares     Value  
Aerospace & Defense—0.4%  

Astronics Corp. (a)

    141,697      $ 4,795,026   
   

 

 

 
Air Freight & Logistics—0.6%  

Forward Air Corp.

    148,426        7,032,424   
   

 

 

 
Airlines—0.6%  

Allegiant Travel Co.

    42,800        7,121,920   
   

 

 

 
Auto Components—1.6%  

Gentex Corp.

    257,250        5,065,253   

LCI Industries

    130,400        14,050,600   
   

 

 

 
      19,115,853   
   

 

 

 
Automobiles—0.2%  

Thor Industries, Inc.

    28,000        2,801,400   
   

 

 

 
Banks—13.6%  

Bank of Hawaii Corp.

    246,550        21,866,519   

Bank of the Ozarks, Inc.

    346,776        18,236,950   

BankUnited, Inc.

    330,750        12,465,968   

BOK Financial Corp.

    151,032        12,541,697   

Columbia Banking System, Inc.

    51,100        2,283,148   

Community Bank System, Inc.

    177,837        10,988,548   

Cullen/Frost Bankers, Inc.

    183,798        16,216,498   

CVB Financial Corp.

    675,300        15,484,629   

First Financial Bankshares, Inc.

    337,560        15,257,712   

First Hawaiian, Inc.

    26,000        905,320   

FNB Corp.

    698,898        11,203,335   

Glacier Bancorp, Inc.

    42,200        1,528,906   

LegacyTexas Financial Group, Inc.

    265,850        11,447,501   

PacWest Bancorp

    210,078        11,436,646   
   

 

 

 
      161,863,377   
   

 

 

 
Beverages—0.2%  

MGP Ingredients, Inc.

    41,600        2,079,168   
   

 

 

 
Building Products—1.6%  

A.O. Smith Corp.

    205,300        9,720,955   

AAON, Inc.

    269,222        8,897,787   

Patrick Industries, Inc. (a)

    6,400        488,320   
   

 

 

 
      19,107,062   
   

 

 

 
Capital Markets—2.4%  

Artisan Partners Asset Management, Inc. - Class A

    140,300        4,173,925   

FactSet Research Systems, Inc.

    58,800        9,609,684   

MarketAxess Holdings, Inc.

    84,050        12,348,626   

OM Asset Management plc

    148,300        2,150,350   
   

 

 

 
      28,282,585   
   

 

 

 
Chemicals—4.1%  

Balchem Corp.

    155,713        13,067,435   

NewMarket Corp.

    7,367        3,122,429   

Quaker Chemical Corp.

    43,050        5,507,817   

RPM International, Inc.

    77,150        4,152,985   
Chemicals—(Continued)  

Sensient Technologies Corp.

    286,450      22,509,241   
   

 

 

 
      48,359,907   
   

 

 

 
Commercial Services & Supplies—4.0%  

Healthcare Services Group, Inc.

    329,014        12,887,478   

Ritchie Bros. Auctioneers, Inc.

    316,500        10,761,000   

Rollins, Inc.

    543,565        18,361,626   

UniFirst Corp.

    42,850        6,155,403   
   

 

 

 
      48,165,507   
   

 

 

 
Communications Equipment—1.2%  

NetScout Systems, Inc. (a)

    463,950        14,614,425   
   

 

 

 
Construction & Engineering—0.9%  

Valmont Industries, Inc.

    78,525        11,064,173   
   

 

 

 
Construction Materials—1.5%  

Eagle Materials, Inc.

    180,000        17,735,400   
   

 

 

 
Containers & Packaging—1.5%  

AptarGroup, Inc.

    225,804        16,585,304   

Silgan Holdings, Inc.

    19,650        1,005,687   
   

 

 

 
      17,590,991   
   

 

 

 
Distributors—2.0%  

Pool Corp.

    233,610        24,374,867   
   

 

 

 
Electrical Equipment—0.6%  

AZZ, Inc.

    106,800        6,824,520   
   

 

 

 
Electronic Equipment, Instruments & Components—4.1%  

Cognex Corp.

    164,100        10,440,042   

Littelfuse, Inc.

    121,250        18,402,112   

Rogers Corp. (a)

    125,650        9,651,177   

Zebra Technologies Corp. - Class A (a)

    117,732        10,096,696   
   

 

 

 
      48,590,027   
   

 

 

 
Energy Equipment & Services—1.2%  

Dril-Quip, Inc. (a)

    30,000        1,801,500   

Natural Gas Services Group, Inc. (a)

    164,885        5,301,053   

Oceaneering International, Inc.

    13,450        379,425   

Pason Systems, Inc.

    445,000        6,511,106   
   

 

 

 
      13,993,084   
   

 

 

 
Food Products—3.2%  

Blue Buffalo Pet Products, Inc. (a)

    321,900        7,738,476   

Cal-Maine Foods, Inc.

    144,000        6,361,200   

Calavo Growers, Inc.

    99,200        6,090,880   

J&J Snack Foods Corp.

    70,809        9,448,045   

Lancaster Colony Corp.

    61,600        8,709,624   
   

 

 

 
      38,348,225   
   

 

 

 
Health Care Equipment & Supplies—7.1%  

Abaxis, Inc.

    102,054        5,385,390   

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Health Care Equipment & Supplies—(Continued)  

Atrion Corp.

    5,900      $ 2,992,480   

Cantel Medical Corp.

    97,307        7,662,926   

DENTSPLY SIRONA, Inc.

    216,050        12,472,567   

Haemonetics Corp. (a)

    133,196        5,354,479   

IDEXX Laboratories, Inc. (a)

    157,000        18,411,390   

Neogen Corp. (a)

    41,900        2,765,400   

Vascular Solutions, Inc. (a)

    48,800        2,737,680   

West Pharmaceutical Services, Inc.

    313,616        26,604,045   
   

 

 

 
      84,386,357   
   

 

 

 
Health Care Providers & Services—3.4%  

Chemed Corp.

    85,000        13,634,850   

Henry Schein, Inc. (a)

    84,050        12,751,225   

Surgery Partners, Inc. (a)

    133,500        2,115,975   

Surgical Care Affiliates, Inc. (a)

    132,407        6,126,472   

U.S. Physical Therapy, Inc.

    92,200        6,472,440   
   

 

 

 
      41,100,962   
   

 

 

 
Hotels, Restaurants & Leisure—3.5%  

Brinker International, Inc.

    95,250        4,717,732   

Cheesecake Factory, Inc. (The)

    148,100        8,868,228   

Cracker Barrel Old Country Store, Inc.

    58,650        9,793,377   

Papa John’s International, Inc.

    92,900        7,950,382   

Texas Roadhouse, Inc.

    204,050        9,843,372   
   

 

 

 
      41,173,091   
   

 

 

 
Household Products—2.7%  

Church & Dwight Co., Inc.

    475,900        21,030,021   

Energizer Holdings, Inc.

    163,900        7,311,579   

WD-40 Co.

    29,600        3,460,240   
   

 

 

 
      31,801,840   
   

 

 

 
Industrial Conglomerates—0.3%  

Raven Industries, Inc.

    141,679        3,570,311   
   

 

 

 
Insurance—1.4%  

AMERISAFE, Inc.

    64,300        4,009,105   

RLI Corp.

    206,190        13,016,775   
   

 

 

 
      17,025,880   
   

 

 

 
IT Services—1.2%  

Jack Henry & Associates, Inc.

    157,450        13,978,411   
   

 

 

 
Life Sciences Tools & Services—2.5%  

Bio-Techne Corp.

    130,500        13,419,315   

ICON plc (a)

    152,287        11,451,982   

PAREXEL International Corp. (a)

    74,750        4,912,570   
   

 

 

 
      29,783,867   
   

 

 

 
Machinery—9.1%  

CLARCOR, Inc.

    73,702        6,078,204   

Donaldson Co., Inc.

    124,550        5,241,064   

Franklin Electric Co., Inc.

    136,350        5,304,015   

Graco, Inc.

    73,350        6,094,651   
Machinery—(Continued)  

Lindsay Corp.

    20,300      1,514,583   

Middleby Corp. (The) (a)

    118,200        15,225,342   

Nordson Corp.

    115,862        12,982,337   

RBC Bearings, Inc. (a)

    165,300        15,341,493   

Tennant Co.

    95,878        6,826,514   

Toro Co. (The)

    308,200        17,243,790   

Wabtec Corp.

    201,850        16,757,587   
   

 

 

 
      108,609,580   
   

 

 

 
Marine—0.4%  

Kirby Corp. (a)

    71,700        4,768,050   
   

 

 

 
Media—1.6%  

Gray Television, Inc. (a)

    420,200        4,559,170   

Nexstar Broadcasting Group, Inc. - Class A

    235,600        14,913,480   
   

 

 

 
      19,472,650   
   

 

 

 
Metals & Mining—0.5%  

Compass Minerals International, Inc.

    74,900        5,868,415   
   

 

 

 
Oil, Gas & Consumable Fuels—1.4%  

Centennial Resource Development, Inc. - Class A (a)

    80,700        1,591,404   

Diamondback Energy, Inc. (a)

    26,800        2,708,408   

Gulfport Energy Corp. (a)

    121,600        2,631,424   

Matador Resources Co. (a)

    188,800        4,863,488   

RSP Permian, Inc. (a)

    111,200        4,961,744   
   

 

 

 
      16,756,468   
   

 

 

 
Paper & Forest Products—0.9%  

Stella-Jones, Inc.

    327,850        10,641,420   
   

 

 

 
Pharmaceuticals—0.6%  

Heska Corp. (a)

    18,500        1,324,600   

Prestige Brands Holdings, Inc. (a)

    115,000        5,991,500   
   

 

 

 
      7,316,100   
   

 

 

 
Professional Services—1.0%  

Exponent, Inc.

    191,156        11,526,707   
   

 

 

 
Road & Rail—0.2%  

Genesee & Wyoming, Inc. - Class A (a)

    30,400        2,110,064   
   

 

 

 
Semiconductors & Semiconductor Equipment—1.9%  

MKS Instruments, Inc.

    116,300        6,908,220   

Power Integrations, Inc.

    227,480        15,434,518   
   

 

 

 
      22,342,738   
   

 

 

 
Software—9.3%  

Aspen Technology, Inc. (a)

    275,300        15,053,404   

Blackbaud, Inc.

    16,500        1,056,000   

Computer Modelling Group, Ltd.

    229,500        1,547,955   

Constellation Software, Inc.

    30,520        13,868,739   

Descartes Systems Group, Inc. (The) (a)

    221,500        4,740,100   

Fair Isaac Corp.

    148,450        17,698,209   

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description  

Shares

    Value  
Software—(Continued)  

Manhattan Associates, Inc. (a)

    344,076     $ 18,246,350  

Monotype Imaging Holdings, Inc.

    314,543       6,243,679  

NICE, Ltd. (ADR)

    74,100       5,095,116  

Progress Software Corp.

    173,500       5,539,855  

Qualys, Inc. (a)

    137,650       4,356,622  

Tyler Technologies, Inc. (a)

    125,100       17,860,527  
   

 

 

 
      111,306,556  
   

 

 

 
Specialty Retail—2.6%  

Asbury Automotive Group, Inc. (a)

    60,300       3,720,510  

Hibbett Sports, Inc. (a)

    28,650       1,068,645  

Lithia Motors, Inc. - Class A

    99,750       9,658,792  

Monro Muffler Brake, Inc.

    103,650       5,928,780  

Sally Beauty Holdings, Inc. (a)

    54,150       1,430,643  

Tractor Supply Co.

    118,350       8,972,114  
   

 

 

 
      30,779,484  
   

 

 

 
Technology Hardware, Storage & Peripherals—0.4%  

Electronics For Imaging, Inc. (a)

    105,150       4,611,879  
   

 

 

 
Trading Companies & Distributors—1.4%  

Applied Industrial Technologies, Inc.

    72,721       4,319,627  

Watsco, Inc.

    86,575       12,823,489  
   

 

 

 
      17,143,116  
   

 

 

 

Total Common Stocks
(Cost $778,016,850)

      1,177,933,887  
   

 

 

 
Short-Term Investment—1.3%  
Security Description   Principal
Amount*
    Value  
Repurchase Agreement—1.3%  

Fixed Income Clearing Corp. Repurchase Agreement dated 12/30/16 at 0.030% to be repurchased at $15,661,079 on 01/03/17, collateralized by $16,045,000 U.S. Treasury Note at 1.625% due 11/30/20 with a value of $15,978,734.

    15,661,026     15,661,026  
   

 

 

 

Total Short-Term Investments
(Cost $15,661,026)

      15,661,026  
   

 

 

 

Total Investments—100.2%
(Cost $793,677,876) (b)

      1,193,594,913  

Other assets and liabilities (net)—(0.2)%

      (2,589,547
   

 

 

 
Net Assets—100.0%     $ 1,191,005,366  
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) Non-income producing security.
(b) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $794,107,659. The aggregate unrealized appreciation and depreciation of investments were $415,231,071 and $(15,743,817), respectively, resulting in net unrealized appreciation of $399,487,254 for federal income tax purposes.
(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Schedule of Investments as of December 31, 2016

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2      Level 3      Total  

Total Common Stocks*

   $ 1,177,933,887       $ —         $ —         $ 1,177,933,887   

Total Short-Term Investment*

     —           15,661,026         —           15,661,026   

Total Investments

   $ 1,177,933,887       $ 15,661,026       $ —         $ 1,193,594,913   
                                     

 

* See Schedule of Investments for additional detailed categorizations.

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

 

Investments at value (a)

   $ 1,193,594,913  

Cash

     259,712  

Receivable for:

 

Investments sold

     578,968  

Fund shares sold

     79,305  

Dividends and interest

     438,101  

Prepaid expenses

     3,244  
  

 

 

 

Total Assets

     1,194,954,243  

Liabilities

 

Payables for:

 

Investments purchased

     488,495  

Fund shares redeemed

     2,267,688  

Accrued Expenses:

 

Management fees

     819,580  

Distribution and service fees

     83,444  

Deferred trustees’ fees

     122,613  

Other expenses

     167,057  
  

 

 

 

Total Liabilities

     3,948,877  
  

 

 

 

Net Assets

   $ 1,191,005,366  
  

 

 

 

Net Assets Consist of:

 

Paid in surplus

   $ 692,112,360  

Undistributed net investment income

     3,879,318  

Accumulated net realized gain

     95,096,942  

Unrealized appreciation on investments and foreign currency transactions

     399,916,746  
  

 

 

 

Net Assets

   $ 1,191,005,366  
  

 

 

 

Net Assets

 

Class A

   $ 764,500,075  

Class B

     333,121,961  

Class E

     93,383,330  

Capital Shares Outstanding*

 

Class A

     35,760,411  

Class B

     15,842,205  

Class E

     4,417,484  

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 21.38  

Class B

     21.03  

Class E

     21.14  

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $793,677,876.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

 

Dividends (a)

   $ 14,577,621  

Interest

     5,722  

Other income (b)

     211,007  
  

 

 

 

Total investment income

     14,794,350  

Expenses

 

Management fees

     9,477,130  

Administration fees

     37,995  

Custodian and accounting fees

     93,750  

Distribution and service fees—Class B

     791,843  

Distribution and service fees—Class E

     132,066  

Audit and tax services

     42,040  

Legal

     33,031  

Trustees’ fees and expenses

     45,247  

Shareholder reporting

     151,547  

Insurance

     8,263  

Miscellaneous

     18,629  
  

 

 

 

Total expenses

     10,831,541  

Less management fee waiver

     (125,000

Less broker commission recapture

     (52,711
  

 

 

 

Net expenses

     10,653,830  
  

 

 

 

Net Investment Income

     4,140,520  
  

 

 

 

Net Realized and Unrealized Gain

 

Net realized gain (loss) on:  

Investments

     137,196,259  

Futures contracts

     213,627  

Foreign currency transactions

     (770
  

 

 

 

Net realized gain

     137,409,116  
  

 

 

 
Net change in unrealized appreciation (depreciation) on:  

Investments

     56,843,651  

Foreign currency transactions

     (308
  

 

 

 

Net change in unrealized appreciation

     56,843,343  
  

 

 

 

Net realized and unrealized gain

     194,252,459  
  

 

 

 

Net Increase in Net Assets From Operations

   $ 198,392,979  
  

 

 

 

 

(a) Net of foreign withholding taxes of $117,139.
(b) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

 

From Operations

 

Net investment income

   $ 4,140,520     $ 4,663,836  

Net realized gain

     137,409,116       107,705,200  

Net change in unrealized appreciation (depreciation)

     56,843,343       (99,286,751
  

 

 

   

 

 

 

Increase in net assets from operations

     198,392,979       13,082,285  
  

 

 

   

 

 

 

From Distributions to Shareholders

 

Net investment income

 

Class A

     (3,463,083     (3,753,077

Class B

     (665,055     (551,741

Class E

     (278,065     (262,696
  

 

 

   

 

 

 

Total distributions

     (4,406,203     (4,567,514
  

 

 

   

 

 

 

Decrease in net assets from capital share transactions

     (228,549,486     (239,142,296
  

 

 

   

 

 

 

Total decrease in net assets

     (34,562,710     (230,627,525

Net Assets

 

Beginning of period

     1,225,568,076       1,456,195,601  
  

 

 

   

 

 

 

End of period

   $ 1,191,005,366     $ 1,225,568,076  
  

 

 

   

 

 

 

Undistributed net investment income

 

End of period

   $ 3,879,318     $ 4,389,968  
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

 

Sales

     702,433     $ 12,718,668       609,854     $ 11,146,651  

Reinvestments

     183,329       3,463,083       196,805       3,753,077  

Redemptions

     (10,142,957     (192,212,696     (10,359,968     (192,459,060
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (9,257,195   $ (176,030,945     (9,553,309   $ (177,559,332
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

 

Sales

     555,919     $ 10,253,670       781,858     $ 14,264,839  

Reinvestments

     35,736       665,055       29,379       551,741  

Redemptions

     (2,824,814     (52,729,946     (3,381,960     (61,607,986
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (2,233,159   $ (41,811,221     (2,570,723   $ (46,791,406
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

 

Sales

     76,839     $ 1,449,272       59,140     $ 1,086,128  

Reinvestments

     14,870       278,065       13,921       262,696  

Redemptions

     (664,776     (12,434,657     (882,303     (16,140,382
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (573,067   $ (10,707,320     (809,242   $ (14,791,558
  

 

 

   

 

 

   

 

 

   

 

 

 

Decrease derived from capital shares transactions

     $ (228,549,486     $ (239,142,296
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Financial Highlights

 

Selected per share data  
     Class A  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 18.10      $ 18.07       $ 18.14       $ 13.21       $ 12.05   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.08  (b)      0.08         0.08         0.07         0.11   

Net realized and unrealized gain (loss) on investments

     3.29        0.03         (0.08      4.98         1.10   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     3.37        0.11         0.00         5.05         1.21   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.09     (0.08      (0.07      (0.12      (0.05
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (0.09     (0.08      (0.07      (0.12      (0.05
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 21.38      $ 18.10       $ 18.07       $ 18.14       $ 13.21   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     18.68        0.58         0.01         38.52         10.03   

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     0.85        0.84         0.83         0.83         0.86   

Net ratio of expenses to average net assets (%) (d)

     0.84        0.83         0.83         0.82         0.85   

Ratio of net investment income to average net assets (%)

     0.43  (b)      0.42         0.43         0.42         0.89   

Portfolio turnover rate (%)

     19        16         9         17         15   

Net assets, end of period (in millions)

   $ 764.5      $ 814.6       $ 985.8       $ 1,154.0       $ 922.1   
     Class B  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 17.80      $ 17.76       $ 17.85       $ 13.00       $ 11.86   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.04  (b)      0.03         0.03         0.03         0.08   

Net realized and unrealized gain (loss) on investments

     3.23        0.04         (0.08      4.91         1.08   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     3.27        0.07         (0.05      4.94         1.16   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.04     (0.03      (0.04      (0.09      (0.02
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (0.04     (0.03      (0.04      (0.09      (0.02
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 21.03      $ 17.80       $ 17.76       $ 17.85       $ 13.00   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     18.39        0.38         (0.30      38.19         9.75   

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     1.10        1.09         1.08         1.08         1.11   

Net ratio of expenses to average net assets (%) (d)

     1.09        1.08         1.08         1.07         1.10   

Ratio of net investment income to average net assets (%)

     0.19  (b)      0.17         0.18         0.22         0.63   

Portfolio turnover rate (%)

     19        16         9         17         15   

Net assets, end of period (in millions)

   $ 333.1      $ 321.7       $ 366.8       $ 418.9       $ 117.0   

Please see following page for Financial Highlights footnote legend.

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Financial Highlights

 

Selected per share data                                  
     Class E  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 17.89      $ 17.86       $ 17.94       $ 13.06       $ 11.91   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.05  (b)      0.05         0.05         0.04         0.09   

Net realized and unrealized gain (loss) on investments

     3.26        0.03         (0.09      4.94         1.09   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     3.31        0.08         (0.04      4.98         1.18   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.06     (0.05      (0.04      (0.10      (0.03
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (0.06     (0.05      (0.04      (0.10      (0.03
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 21.14      $ 17.89       $ 17.86       $ 17.94       $ 13.06   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     18.54        0.43         (0.19      38.37         9.90   

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     1.00        0.99         0.98         0.98         1.01   

Net ratio of expenses to average net assets (%) (d)

     0.99        0.98         0.98         0.97         1.00   

Ratio of net investment income to average net assets (%)

     0.29  (b)      0.27         0.28         0.28         0.72   

Portfolio turnover rate (%)

     19        16         9         17         15   

Net assets, end of period (in millions)

   $ 93.4      $ 89.3       $ 103.6       $ 122.0       $ 90.6   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Net investment income per share and the ratio of net investment income to average net assets include a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which amounted to less than $0.01 per share and 0.02% of average net assets, respectively.
(c) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(d) Includes the effects of management fee waivers (see Note 6 of the Notes to Financial Statements).

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is Neuberger Berman Genesis Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers three classes of shares: Class A, B and E shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to

 

MSF-13


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due

 

MSF-14


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

to broker commission recapture, adjustments to prior period accumulated balances and foreign currency transactions. These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Directed Brokerage Agreement - The Trust has entered into a directed brokerage arrangement with State Street Global Markets (“SSGM”). Under this arrangement, the Portfolio directs certain trades to SSGM in return for a recapture credit. SSGM issues a cash rebate to the Portfolio. Amounts paid to the Portfolio are shown separately as broker commission recapture on the Statement of Operations of the Portfolio. Additionally, these amounts have been excluded from the calculation of the net ratio of expenses to average net assets presented in the Financial Highlights for each share class.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio had investments in repurchase agreements with a gross value of $15,661,026, which is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

3. Investments in Derivative Instruments

Futures Contracts - The Portfolio may buy and sell futures contracts as a hedge, to maintain investment exposure to a target asset class or to enhance return. The Portfolio may be subject to fluctuations in equity prices, interest rates, commodity prices, and foreign currency exchange rates in the normal course of pursuing its investment objective. Futures contracts are standardized agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other asset. The Portfolio must deposit an amount (“initial margin”) equal to a certain percentage of the face value of the futures contract. The initial margin may be in the form of cash or securities, which is returned when the Portfolio’s obligations under the contract have been satisfied. If cash is deposited as the initial margin, it is shown as cash collateral on the Statement of Assets and Liabilities. Futures contracts are marked-to-market daily, and subsequent payments (“variation margin”) are made or received by the Portfolio depending on whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities and as a component of net change in unrealized appreciation/depreciation on the Statement of Operations. When the contract is closed or expires, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Risks of entering into futures contracts (and related options) include the possibility that the market for these instruments may be illiquid and that a change in the value of the contract or option may not correlate perfectly with changes in the value of the underlying instrument. If futures contracts are exchange-traded, the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures contracts against default. For OTC futures, the Portfolio’s ability to terminate the positions may be more limited than in the case of exchange-traded positions and may also involve the risk that securities dealers participating in such transactions would fail to meet their obligations to the Portfolio.

During the year ended December 31, 2016, the Portfolio entered into equity index futures contracts which were subject to equity price risk. During the period May 6, 2016 through May 9, 2016, the Portfolio had bought and sold $66,681,366 in notional cost on equity index futures contracts. At December 31, 2016, the Portfolio did not have any open futures contracts. For the year ended December 31, 2016, the Portfolio had realized gains in the amount of $213,627 which are shown under Net realized gain on futures contracts in the Statement of Operations.

4. Certain Risks

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

 

MSF-15


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Customer Account Agreements and related addenda govern cleared derivatives transactions such as futures, options on futures, and cleared OTC derivatives. Cleared derivative transactions require posting of initial margin as determined by each relevant clearing agency, which is segregated at a broker account registered with the Commodities Futures Trading Commission (“CFTC”), or the applicable regulator. In the U.S., counterparty risk is significantly reduced as creditors of the futures broker do not have claim to Portfolio assets in the segregated account. Additionally, portability of exposure in the event of default further reduces risk to the Portfolio. Variation margin, or changes in market value, are exchanged daily, but may not be netted between futures and cleared OTC derivatives.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

5. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 214,596,681       $ 0       $ 431,239,994   

6. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average daily net assets
$9,477,130      0.850   Of the first $500 million
     0.800   Of the next $500 million
     0.750   On amounts in excess of $1 billion

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. Neuberger Berman Management LLC is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

 

MSF-16


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Management Fee Waiver - Pursuant to a management fee waiver agreement, MetLife Advisers has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum

   Average daily net assets
0.025%    First $500 million

An identical agreement was in place for the period May 1, 2015 to April 30, 2016. Amounts waived for the year ended December 31, 2016 are shown as a management fee waiver in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

 

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B and E Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E Shares. Under the Distribution and Service Plan, the Class B and E Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E Shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares and 0.15% per year for Class E Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

7. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

8. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital
Gain
     Total  

2016

   2015      2016      2015      2016      2015  
$4,406,203    $ 4,567,514      $      $      $ 4,406,203      $ 4,567,514  

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
     Total  
$4,001,931    $ 95,526,724      $ 399,486,963      $      $ 499,015,618  

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained

 

MSF-17


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

During the year ended December 31, 2016, the Portfolio utilized capital loss carryforwards of $42,434,976.

As of December 31, 2016, the Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

9. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-18


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Neuberger Berman Genesis Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Neuberger Berman Genesis Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Neuberger Berman Genesis Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-19


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-20


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and MSF)
to present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-21


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST)
to present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF)
to present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF)
to present
   Vice President, MetLife, Inc. (2013-present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST)
to present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-22


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment

 

MSF-23


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of

 

MSF-24


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

*  *  *

Neuberger Berman Genesis Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and Neuberger Berman Management LLC regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe and its Lipper Index for the one-, three-, and five-year periods ended June 30, 2016. The Board further considered that the Portfolio underperformed its benchmark, the Russell 2000 Value Index, for the one-, three-, and five-year periods ended October 31, 2016.

The Board also considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b-1 fees) were below the Expense Group median, Expense Universe median and Sub-advised Expense Universe median. The Board further noted that the Portfolio’s contractual management fees were above the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board took into account that the Portfolio’s contractual sub-advisory fees were below the averages of the Sub-advised Expense Group and the Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-25


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-26


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-27


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-28


Metropolitan Series Fund

Neuberger Berman Genesis Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-29


Metropolitan Series Fund

Russell 2000 Index Portfolio

Managed by MetLife Investment Advisors, LLC

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, E, and G shares of the Russell 2000 Index Portfolio returned 21.28%, 20.96%, 21.09%, and 20.92%, respectively. The Portfolio’s benchmark, the Russell 2000 Index1, returned 21.31%.

MARKET ENVIRONMENT / CONDITIONS

Global equity markets were mixed in the first half of 2016 on uncertainty about a global economic slowdown, potential Federal Reserve Bank (the “Fed”) interest rate hikes, the U.S. Presidential election, and Brexit. However, equity indexes rallied in the second half of the year on easy monetary policies and strong macroeconomic data. Equity markets also benefited from central bank intervention and improving commodity prices. The People’s Bank of China cut reserve requirement ratios, the European Central Bank cut rates further and the Fed lowered the expected number of rate increases for 2016. On June 23, United Kingdom voters chose to “Leave” the European Union and on the day after the unexpected vote outcome, the price of gold had its largest single day increase since 2008, the British pound fell to its lowest level in 30 years, and equity markets around the world fell as much as 8%. However, global equity markets remained resilient and continued to trend higher as concerns about the referendum abated and volatility declined. U.S. equity markets reached new all-time highs in December, following Donald Trump’s surprise victory and optimism surrounding the incoming U.S. administration’s agenda. Equity markets also benefited from better than expected macroeconomic data, including U.S. durable goods orders, U.S. consumer sentiment and U.S. home sales. Factors that weighed on the equity markets included the Fed’s decision in December to raise interest rates, diplomatic tensions between the U.S. and other major world powers and terrorism concerns.

During the year, the Federal Open Market Committee (the “Committee”) met eight times and maintained the target range for the Federal Funds Rate at 0.25% to 0.50% through November. In December, the Committee raised the target range for the Federal Funds Rate to 0.50% to 0.75%. The Committee stated that the labor market had continued to strengthen and that economic activity had been expanding at a moderate pace since mid-year. The Committee also stated that job gains have been solid in recent months and that the unemployment rate had declined.

Eight of the nine sectors comprising the Russell 2000 Index experienced positive returns for the year. Materials & Processing (5.7% beginning weight in the benchmark), up 44.3%, was the best performing sector. Energy (2.3% beginning weight), up 34.0%, and Financial Services (26.6% beginning weight), up 31.2%, were the next best-performing sectors. Health Care (16.4% beginning weight), down 7.0%, was the worst-performing sectors.

The stocks with the largest positive impact on the benchmark return for the year were Advanced Micro Devices, up 295.1 %; U.S. Silica Holdings, up 204.9%; and Microsemi, up 65.6%. The stocks with the largest negative impact were Ophthotech, down 93.8%; Novavax, down 85.0%; and Impax Laboratories, down 69.0%.

PORTFOLIO REVIEW / PERIOD END POSITIONING

The Portfolio is managed utilizing a stratified sampling strategy versus the Russell 2000 Index. This strategy seeks to replicate the performance of the Index by owning a subset of Index constituents and neutralizing exposures across sectors. The Portfolio is periodically rebalanced for compositional changes in the Russell 2000 Index. Factors that impact tracking error include sampling, transaction costs, cash drag, securities lending, NAV rounding, contributions and withdrawals.

Stacey Lituchy

Norman Hu

Mirsad Usejnoski

Portfolio Managers

MetLife Investment Advisors, LLC

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-1


Metropolitan Series Fund

Russell 2000 Index Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE RUSSELL 2000 INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year        Since Inception2  
Russell 2000 Index Portfolio                      

Class A

       21.28           14.48           7.04             

Class B

       20.96           14.19           6.78             

Class E

       21.09           14.30           6.89             

Class G

       20.92           14.13                     15.93   
Russell 2000 Index        21.31           14.46           7.07             

1 The Russell 2000 Index is an unmanaged measure of performance of the 2,000 smallest companies in the Russell 3000 Index.

2 Inception dates of the Class A, Class B, Class E and Class G shares are 11/9/98, 1/2/01, 5/1/01 and 4/28/09, respectively.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 
iShares Russell 2000 Index Fund      1.8   
Advanced Micro Devices, Inc.      0.4   
Microsemi Corp.      0.3   
Webster Financial Corp.      0.3   
Prosperity Bancshares, Inc.      0.2   
Bank of the Ozarks, Inc.      0.2   
RSP Permian, Inc.      0.2   
Curtiss-Wright Corp.      0.2   
Aspen Technology, Inc.      0.2   
U.S. Silica Holdings, Inc.      0.2   

Top Sectors

 

     % of
Net Assets
 
Financials      20.6   
Information Technology      16.2   
Industrials      14.0   
Consumer Discretionary      11.9   
Health Care      11.5   
Real Estate      7.7   
Materials      4.6   
Energy      3.5   
Utilities      3.5   
Consumer Staples      2.9   

 

MSF-2


Metropolitan Series Fund

Russell 2000 Index Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

Russell 2000 Index Portfolio

       
Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.30    $ 1,000.00         $ 1,185.90         $ 1.65   
   Hypothetical*      0.30    $ 1,000.00         $ 1,023.63         $ 1.53   

Class B(a)

   Actual      0.55    $ 1,000.00         $ 1,184.70         $ 3.02   
   Hypothetical*      0.55    $ 1,000.00         $ 1,022.37         $ 2.80   

Class E(a)

   Actual      0.45    $ 1,000.00         $ 1,185.10         $ 2.47   
   Hypothetical*      0.45    $ 1,000.00         $ 1,022.87         $ 2.29   

Class G(a)

   Actual      0.60    $ 1,000.00         $ 1,184.60         $ 3.29   
   Hypothetical*      0.60    $ 1,000.00         $ 1,022.12         $ 3.05   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 6 of the Notes to Financial Statements.

 

MSF-3


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—95.3% of Net Assets

 

Security Description   Shares     Value  
Aerospace & Defense—1.5%            

AAR Corp.

    16,635      $ 549,787   

Aerojet Rocketdyne Holdings, Inc. (a)

    29,383        527,425   

Aerovironment, Inc. (a) (b)

    8,967        240,585   

Astronics Corp. (a)

    8,569        289,975   

Cubic Corp. (b)

    12,431        596,066   

Curtiss-Wright Corp.

    21,215        2,086,707   

DigitalGlobe, Inc. (a)

    29,669        850,017   

Ducommun, Inc. (a)

    5,959        152,312   

Engility Holdings, Inc. (a)

    8,737        294,437   

Esterline Technologies Corp. (a)

    14,168        1,263,786   

KEYW Holding Corp. (The) (a) (b)

    17,571        207,162   

KLX, Inc. (a)

    25,831        1,165,236   

Kratos Defense & Security Solutions, Inc. (a)

    23,529        174,115   

Mercury Systems, Inc. (a) (b)

    19,389        585,935   

Moog, Inc. - Class A (a)

    15,634        1,026,841   

National Presto Industries, Inc. (b)

    2,572        273,661   

Sparton Corp. (a) (b)

    5,193        123,853   

TASER International, Inc. (a) (b)

    26,071        631,961   

Teledyne Technologies, Inc. (a)

    15,874        1,952,502   

Triumph Group, Inc. (b)

    24,082        638,173   

Vectrus, Inc. (a)

    5,647        134,681   

Wesco Aircraft Holdings, Inc. (a) (b)

    29,211        436,704   
   

 

 

 
      14,201,921   
   

 

 

 
Air Freight & Logistics—0.5%            

Air Transport Services Group, Inc. (a)

    25,431        405,879   

Atlas Air Worldwide Holdings, Inc. (a)

    12,481        650,884   

Echo Global Logistics, Inc. (a)

    14,649        366,957   

Forward Air Corp.

    14,772        699,897   

HUB Group, Inc. - Class A (a)

    15,117        661,369   

Park-Ohio Holdings Corp.

    4,748        202,265   

XPO Logistics, Inc. (a) (b)

    45,582        1,967,319   
   

 

 

 
      4,954,570   
   

 

 

 
Airlines—0.4%            

Allegiant Travel Co.

    6,072        1,010,381   

Hawaiian Holdings, Inc. (a)

    25,756        1,468,092   

SkyWest, Inc.

    24,419        890,072   
   

 

 

 
      3,368,545   
   

 

 

 
Auto Components—1.2%            

American Axle & Manufacturing Holdings, Inc. (a) (b)

    37,813        729,791   

Cooper Tire & Rubber Co.

    27,246        1,058,507   

Cooper-Standard Holding, Inc. (a)

    6,881        711,358   

Dana, Inc.

    69,361        1,316,472   

Dorman Products, Inc. (a)

    12,774        933,268   

Federal-Mogul Holdings Corp. (a)

    15,664        161,496   

Fox Factory Holding Corp. (a)

    11,504        319,236   

Gentherm, Inc. (a)

    17,276        584,793   

Horizon Global Corp. (a)

    9,617        230,808   

LCI Industries

    11,598        1,249,685   

Metaldyne Performance Group, Inc.

    6,210        142,520   

Modine Manufacturing Co. (a)

    23,187        345,486   

Motorcar Parts of America, Inc. (a) (b)

    8,000        215,360   

Spartan Motors, Inc.

    17,934        165,890   
Auto Components—(Continued)            

Standard Motor Products, Inc.

    9,638      512,934   

Stoneridge, Inc. (a)

    13,705        242,441   

Superior Industries International, Inc. (b)

    12,615        332,405   

Tenneco, Inc. (a) (b)

    27,494        1,717,550   

Tower International, Inc.

    10,455        296,399   
   

 

 

 
      11,266,399   
   

 

 

 
Automobiles—0.0%            

Winnebago Industries, Inc.

    12,257        387,934   
   

 

 

 
Banks—11.3%            

1st Source Corp.

    7,645        341,426   

Access National Corp. (b)

    4,414        122,533   

Allegiance Bancshares, Inc. (a)

    5,825        210,574   

American National Bankshares, Inc.

    4,311        150,023   

Ameris Bancorp

    16,855        734,878   

Ames National Corp.

    4,647        153,351   

Arrow Financial Corp. (b)

    5,994        242,757   

Atlantic Capital Bancshares, Inc. (a)

    7,046        133,874   

Banc of California, Inc. (b)

    23,881        414,335   

BancFirst Corp.

    3,589        333,956   

Banco Latinoamericano de Comercio Exterior S.A. - Class E

    14,005        412,307   

Bancorp, Inc. (The) (a) (b)

    25,747        202,371   

BancorpSouth, Inc.

    41,566        1,290,624   

Bank of Marin Bancorp

    3,199        223,130   

Bank of NT Butterfield & Son, Ltd. (The)

    9,084        285,601   

Bank of the Ozarks, Inc.

    41,195        2,166,445   

Banner Corp.

    14,787        825,262   

Bar Harbor Bankshares

    2,884        136,500   

Berkshire Hills Bancorp, Inc.

    14,754        543,685   

Blue Hills Bancorp, Inc. (b)

    13,063        244,931   

BNC Bancorp

    18,833        600,773   

Boston Private Financial Holdings, Inc.

    40,232        665,840   

Bridge Bancorp, Inc.

    8,870        336,173   

Brookline Bancorp, Inc.

    33,001        541,216   

Bryn Mawr Bank Corp.

    8,151        343,565   

Camden National Corp.

    7,839        348,444   

Capital Bank Financial Corp. - Class A

    11,940        468,645   

Capital City Bank Group, Inc.

    5,769        118,149   

Cardinal Financial Corp.

    14,931        489,588   

Carolina Financial Corp.

    5,566        171,377   

Cascade Bancorp (a)

    16,748        135,994   

Cathay General Bancorp

    34,405        1,308,422   

CenterState Banks, Inc.

    21,605        543,798   

Central Pacific Financial Corp.

    15,142        475,762   

Chemical Financial Corp.

    30,595        1,657,331   

Citizens & Northern Corp.

    6,716        175,959   

City Holding Co. (b)

    6,429        434,600   

CNB Financial Corp.

    6,782        181,351   

CoBiz Financial, Inc.

    17,832        301,183   

Codorus Valley Bancorp, Inc.

    4,262        121,893   

Columbia Banking System, Inc.

    28,451        1,271,191   

Community Bank System, Inc. (b)

    20,283        1,253,287   

Community Trust Bancorp, Inc.

    8,162        404,835   

ConnectOne Bancorp, Inc. (b)

    13,860        359,667   

 

See accompanying notes to financial statements.

 

MSF-4


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Banks—(Continued)            

CU Bancorp (a)

    8,163      $ 292,235   

Customers Bancorp, Inc. (a)

    11,686        418,593   

CVB Financial Corp. (b)

    50,002        1,146,546   

Eagle Bancorp, Inc. (a)

    15,010        914,860   

Enterprise Bancorp, Inc.

    4,064        152,644   

Enterprise Financial Services Corp.

    9,318        400,674   

Farmers Capital Bank Corp.

    3,713        156,132   

Farmers National Banc Corp.

    13,414        190,479   

FCB Financial Holdings, Inc. - Class A (a)

    14,825        707,153   

Fidelity Southern Corp. (b)

    10,827        256,275   

Financial Institutions, Inc.

    6,461        220,966   

First BanCorp (a)

    55,535        367,086   

First Bancorp

    8,573        232,671   

First Bancorp, Inc.

    5,308        175,695   

First Busey Corp.

    15,850        487,863   

First Citizens BancShares, Inc. - Class A

    3,585        1,272,675   

First Commonwealth Financial Corp.

    41,887        593,958   

First Community Bancshares, Inc. (b)

    8,470        255,286   

First Connecticut Bancorp, Inc. (b)

    7,629        172,797   

First Financial Bancorp

    28,214        802,688   

First Financial Bankshares, Inc. (b)

    30,167        1,363,548   

First Financial Corp.

    4,114        217,219   

First Foundation, Inc. (a)

    6,983        199,016   

First Interstate BancSystem, Inc. - Class A (b)

    9,233        392,864   

First Merchants Corp.

    20,166        759,250   

First Mid-Illinois Bancshares, Inc.

    4,235        143,990   

First Midwest Bancorp, Inc.

    39,553        997,922   

First of Long Island Corp. (The) (b)

    9,924        283,330   

Flushing Financial Corp.

    15,132        444,730   

FNB Corp.

    102,372        1,641,023   

Franklin Financial Network, Inc. (a)

    4,922        205,986   

Fulton Financial Corp.

    82,075        1,543,010   

German American Bancorp, Inc.

    6,759        355,591   

Glacier Bancorp, Inc. (b)

    37,248        1,349,495   

Great Southern Bancorp, Inc.

    4,991        272,758   

Great Western Bancorp, Inc.

    28,884        1,259,054   

Green Bancorp, Inc. (a)

    11,285        171,532   

Guaranty Bancorp

    8,675        209,935   

Hancock Holding Co.

    37,825        1,630,258   

Hanmi Financial Corp.

    15,681        547,267   

HarborOne Bancorp, Inc. (a) (b)

    7,619        147,351   

Heartland Financial USA, Inc.

    10,964        526,272   

Heritage Commerce Corp.

    10,489        151,356   

Heritage Financial Corp.

    12,644        325,583   

Heritage Oaks Bancorp

    11,367        140,155   

Hilltop Holdings, Inc.

    34,409        1,025,388   

Home BancShares, Inc. (b)

    58,980        1,637,875   

HomeTrust Bancshares, Inc. (a)

    6,444        166,900   

Hope Bancorp, Inc.

    59,993        1,313,247   

Horizon Bancorp

    9,708        271,824   

Iberiabank Corp. (b)

    21,123        1,769,051   

Independent Bank Corp.

    11,863        257,427   

Independent Bank Corp./Rockland Trust (b)

    12,760        898,942   

Independent Bank Group, Inc. (b)

    5,438        339,331   

International Bancshares Corp.

    25,537        1,041,910   

Investors Bancorp, Inc.

    137,546        1,918,767   

Lakeland Bancorp, Inc.

    17,320        337,740   
Banks—(Continued)            

Lakeland Financial Corp.

    12,208      578,171   

LegacyTexas Financial Group, Inc. (b)

    22,230        957,224   

Live Oak Bancshares, Inc.

    10,388        192,178   

Macatawa Bank Corp.

    14,416        150,071   

MainSource Financial Group, Inc.

    10,246        352,462   

MB Financial, Inc.

    36,413        1,719,786   

Mercantile Bank Corp.

    8,647        325,992   

Merchants Bancshares, Inc.

    3,000        162,600   

MidWestOne Financial Group, Inc.

    3,645        137,052   

National Bank Holdings Corp. - Class A

    12,889        411,030   

National Bankshares, Inc. (b)

    3,487        151,510   

National Commerce Corp. (a)

    4,628        171,930   

NBT Bancorp, Inc. (b)

    20,117        842,500   

Nicolet Bankshares, Inc. (a) (b)

    3,298        157,282   

OFG Bancorp

    19,884        260,480   

Old National Bancorp (b)

    65,101        1,181,583   

Old Second Bancorp, Inc.

    14,296        157,971   

Opus Bank (b)

    8,631        259,362   

Pacific Continental Corp.

    10,841        236,876   

Pacific Premier Bancorp, Inc. (a)

    12,610        445,764   

Park National Corp.

    6,727        804,953   

Park Sterling Corp.

    23,392        252,400   

Peapack Gladstone Financial Corp.

    6,672        206,031   

Penns Woods Bancorp, Inc.

    2,408        121,604   

People’s Utah Bancorp

    7,011        188,245   

Peoples Bancorp, Inc.

    6,641        215,567   

Peoples Financial Services Corp.

    3,673        178,875   

Pinnacle Financial Partners, Inc. (b)

    20,982        1,454,053   

Preferred Bank

    5,630        295,125   

PrivateBancorp, Inc.

    36,340        1,969,265   

Prosperity Bancshares, Inc. (b)

    31,257        2,243,627   

QCR Holdings, Inc.

    5,811        251,616   

Renasant Corp.

    20,087        848,073   

Republic Bancorp, Inc. - Class A

    5,421        214,346   

Republic First Bancorp, Inc. (a)

    25,144        209,952   

S&T Bancorp, Inc.

    15,660        611,366   

Sandy Spring Bancorp, Inc.

    10,533        421,215   

Seacoast Banking Corp. of Florida (a)

    15,100        333,106   

ServisFirst Bancshares, Inc.

    20,928        783,544   

Sierra Bancorp

    5,841        155,312   

Simmons First National Corp. - Class A (b)

    13,943        866,557   

South State Corp. (b)

    10,971        958,865   

Southside Bancshares, Inc.

    12,681        477,693   

Southwest Bancorp, Inc.

    9,007        261,203   

State Bank Financial Corp.

    16,379        439,940   

Sterling Bancorp

    61,931        1,449,185   

Stock Yards Bancorp, Inc. (b)

    10,633        499,219   

Stonegate Bank

    5,132        214,158   

Suffolk Bancorp

    6,378        273,106   

Summit Financial Group, Inc.

    4,363        120,113   

Sun Bancorp, Inc.

    4,652        120,952   

Texas Capital Bancshares, Inc. (a)

    23,642        1,853,533   

Tompkins Financial Corp. (b)

    7,424        701,865   

Towne Bank

    27,456        912,912   

TriCo Bancshares

    11,155        381,278   

TriState Capital Holdings, Inc. (a)

    11,422        252,426   

Triumph Bancorp, Inc. (a)

    7,480        195,602   

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Banks—(Continued)            

Trustmark Corp. (b)

    31,188      $ 1,111,852   

UMB Financial Corp.

    21,887        1,687,925   

Umpqua Holdings Corp.

    104,556        1,963,562   

Union Bankshares Corp.

    20,843        744,929   

United Bankshares, Inc. (b)

    30,603        1,415,389   

United Community Banks, Inc.

    34,521        1,022,512   

Univest Corp. of Pennsylvania

    12,133        374,910   

Valley National Bancorp (b)

    120,885        1,407,101   

Veritex Holdings, Inc. (a)

    4,364        116,562   

Washington Trust Bancorp, Inc.

    7,713        432,314   

WashingtonFirst Bankshares, Inc.

    4,654        134,908   

Webster Financial Corp. (b)

    43,929        2,384,466   

WesBanco, Inc.

    20,241        871,577   

West Bancorp, Inc.

    8,036        198,489   

Westamerica Bancorp (b)

    12,513        787,443   

Wintrust Financial Corp.

    25,023        1,815,919   

Xenith Bankshares, Inc. (a) (b)

    3,934        110,939   

Yadkin Financial Corp.

    24,582        842,179   
   

 

 

 
      105,363,461   
   

 

 

 
Beverages—0.2%  

Boston Beer Co., Inc. (The) - Class A (a)

    4,334        736,130   

Coca-Cola Bottling Co. Consolidated

    2,376        424,948   

MGP Ingredients, Inc. (b)

    5,440        271,891   

National Beverage Corp.

    5,742        293,301   

Primo Water Corp. (a)

    10,997        135,043   
   

 

 

 
      1,861,313   
   

 

 

 
Biotechnology—3.9%            

Acceleron Pharma, Inc. (a) (b)

    13,695        349,496   

Achillion Pharmaceuticals, Inc. (a)

    56,103        231,705   

Acorda Therapeutics, Inc. (a)

    20,455        384,554   

Adamas Pharmaceuticals, Inc. (a) (b)

    7,040        118,976   

Aduro Biotech, Inc. (a) (b)

    18,643        212,530   

Advaxis, Inc. (a) (b)

    18,811        134,687   

Agenus, Inc. (a) (b)

    38,088        156,923   

Aimmune Therapeutics, Inc. (a) (b)

    14,043        287,179   

Akebia Therapeutics, Inc. (a)

    22,828        237,640   

Alder Biopharmaceuticals, Inc. (a) (b)

    23,239        483,371   

AMAG Pharmaceuticals, Inc. (a)

    16,034        557,983   

Amicus Therapeutics, Inc. (a) (b)

    70,916        352,453   

Ardelyx, Inc. (a)

    16,415        233,093   

Arena Pharmaceuticals, Inc. (a)

    114,310        162,320   

ARIAD Pharmaceuticals, Inc. (a) (b)

    87,547        1,089,085   

Array BioPharma, Inc. (a)

    82,904        728,726   

Atara Biotherapeutics, Inc. (a) (b)

    11,963        169,875   

Avexis, Inc. (a) (b)

    2,726        130,112   

Axovant Sciences, Ltd. (a) (b)

    13,161        163,460   

Bellicum Pharmaceuticals, Inc. (a) (b)

    11,404        155,323   

BioCryst Pharmaceuticals, Inc. (a) (b)

    42,881        271,437   

BioSpecifics Technologies Corp. (a)

    3,039        169,272   

BioTime, Inc. (a) (b)

    39,767        143,559   

Bluebird Bio, Inc. (a)

    19,539        1,205,556   

Blueprint Medicines Corp. (a)

    10,512        294,862   

Celldex Therapeutics, Inc. (a)

    47,742        169,007   

Clovis Oncology, Inc. (a) (b)

    16,535        734,485   
Biotechnology—(Continued)            

Coherus Biosciences, Inc. (a)

    15,243      429,090   

Curis, Inc. (a) (b)

    63,039        194,160   

Cytokinetics, Inc. (a)

    18,716        227,399   

CytomX Therapeutics, Inc. (a)

    11,599        127,473   

Eagle Pharmaceuticals, Inc. (a) (b)

    4,073        323,152   

Emergent BioSolutions, Inc. (a) (b)

    15,717        516,146   

Enanta Pharmaceuticals, Inc. (a)

    7,598        254,533   

Epizyme, Inc. (a)

    20,920        253,132   

Exact Sciences Corp. (a)

    50,476        674,359   

Exelixis, Inc. (a)

    111,773        1,666,535   

FibroGen, Inc. (a) (b)

    24,972        534,401   

Five Prime Therapeutics, Inc. (a) (b)

    13,422        672,576   

Flexion Therapeutics, Inc. (a)

    12,372        235,315   

Foundation Medicine, Inc. (a) (b)

    7,156        126,661   

Genomic Health, Inc. (a)

    8,810        258,926   

Geron Corp. (a) (b)

    75,588        156,467   

Global Blood Therapeutics, Inc. (a)

    7,789        112,551   

Halozyme Therapeutics, Inc. (a) (b)

    51,119        505,056   

Heron Therapeutics, Inc. (a) (b)

    18,692        244,865   

Immunomedics, Inc. (a) (b)

    49,803        182,777   

Inovio Pharmaceuticals, Inc. (a) (b)

    36,297        251,901   

Insmed, Inc. (a) (b)

    30,343        401,438   

Insys Therapeutics, Inc. (a) (b)

    11,118        102,286   

Ironwood Pharmaceuticals, Inc. (a)

    63,682        973,698   

Karyopharm Therapeutics, Inc. (a)

    15,254        143,388   

Keryx Biopharmaceuticals, Inc. (a) (b)

    50,118        293,692   

Kite Pharma, Inc. (a) (b)

    19,210        861,376   

La Jolla Pharmaceutical Co. (a)

    6,436        112,823   

Lexicon Pharmaceuticals, Inc. (a) (b)

    23,843        329,749   

Ligand Pharmaceuticals, Inc. (a)

    9,331        948,123   

Lion Biotechnologies, Inc. (a)

    25,388        176,447   

Loxo Oncology, Inc. (a) (b)

    7,131        229,012   

MacroGenics, Inc. (a)

    14,803        302,573   

Merrimack Pharmaceuticals, Inc. (a) (b)

    64,388        262,703   

MiMedx Group, Inc. (a) (b)

    48,233        427,344   

Minerva Neurosciences, Inc. (a) (b)

    10,917        128,275   

Momenta Pharmaceuticals, Inc. (a)

    32,218        484,881   

Myriad Genetics, Inc. (a)

    33,438        557,412   

Natera, Inc. (a)

    13,813        161,750   

NewLink Genetics Corp. (a)

    11,288        116,041   

Novavax, Inc. (a) (b)

    138,764        174,843   

Organovo Holdings, Inc. (a) (b)

    45,372        153,811   

Otonomy, Inc. (a)

    12,561        199,720   

PDL BioPharma, Inc.

    77,531        164,366   

Portola Pharmaceuticals, Inc. (a) (b)

    23,603        529,651   

Progenics Pharmaceuticals, Inc. (a)

    32,263        278,752   

Prothena Corp. plc (a)

    16,405        806,962   

PTC Therapeutics, Inc. (a)

    15,786        172,225   

Puma Biotechnology, Inc. (a)

    13,791        423,384   

Radius Health, Inc. (a)

    15,372        584,597   

REGENXBIO, Inc. (a)

    11,312        209,838   

Repligen Corp. (a)

    15,913        490,439   

Retrophin, Inc. (a)

    16,403        310,509   

Rigel Pharmaceuticals, Inc. (a)

    44,752        106,510   

Sage Therapeutics, Inc. (a)

    14,728        752,012   

Sangamo Biosciences, Inc. (a)

    31,616        96,429   

Sarepta Therapeutics, Inc. (a) (b)

    24,301        666,576   

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Biotechnology—(Continued)            

Spark Therapeutics, Inc. (a)

    9,557      $ 476,894   

Spectrum Pharmaceuticals, Inc. (a) (b)

    40,647        180,066   

Synergy Pharmaceuticals, Inc. (a)

    91,913        559,750   

TESARO, Inc. (a)

    13,684        1,840,224   

Trevena, Inc. (a)

    24,287        142,808   

Ultragenyx Pharmaceutical, Inc. (a) (b)

    17,507        1,230,917   

Vanda Pharmaceuticals, Inc. (a)

    20,273        323,354   

Versartis, Inc. (a)

    16,518        246,118   

XBiotech, Inc. (a) (b)

    9,412        95,249   

Xencor, Inc. (a)

    16,674        438,860   

ZIOPHARM Oncology, Inc. (a) (b)

    61,375        328,356   
   

 

 

 
      36,271,375   
   

 

 

 
Building Products—1.1%            

AAON, Inc.

    19,095        631,090   

Advanced Drainage Systems, Inc.

    15,729        324,017   

American Woodmark Corp. (a)

    6,699        504,100   

Apogee Enterprises, Inc. (b)

    13,684        732,915   

Armstrong Flooring, Inc. (a) (b)

    11,681        232,569   

Builders FirstSource, Inc. (a) (b)

    41,041        450,220   

Caesarstone, Ltd. (a)

    11,687        334,833   

Continental Building Products, Inc. (a)

    17,313        399,930   

CSW Industrials, Inc. (a)

    6,168        227,291   

Gibraltar Industries, Inc. (a)

    14,856        618,752   

Griffon Corp. (b)

    14,438        378,276   

Insteel Industries, Inc. (b)

    7,222        257,392   

Masonite International Corp. (a)

    14,468        951,994   

NCI Building Systems, Inc. (a)

    13,110        205,172   

Patrick Industries, Inc. (a)

    7,120        543,256   

PGT Innovations, Inc. (a) (b)

    22,494        257,556   

Ply Gem Holdings, Inc. (a)

    11,295        183,544   

Quanex Building Products Corp. (b)

    17,697        359,249   

Simpson Manufacturing Co., Inc.

    19,498        853,037   

Trex Co., Inc. (a) (b)

    14,671        944,812   

Universal Forest Products, Inc.

    9,556        976,432   
   

 

 

 
      10,366,437   
   

 

 

 
Capital Markets—1.3%            

Arlington Asset Investment Corp. - Class A (b)

    10,056        149,030   

BGC Partners, Inc. - Class A (b)

    106,454        1,089,024   

Cohen & Steers, Inc. (b)

    9,693        325,685   

Cowen Group, Inc. - Class A (a) (b)

    13,196        204,538   

Diamond Hill Investment Group, Inc.

    1,546        325,247   

Evercore Partners, Inc. - Class A

    19,079        1,310,727   

Financial Engines, Inc.

    25,168        924,924   

Gain Capital Holdings, Inc. (b)

    20,006        131,639   

Greenhill & Co., Inc. (b)

    13,790        381,983   

Houlihan Lokey, Inc.

    5,655        175,984   

International FCStone, Inc. (a)

    7,668        303,653   

Investment Technology Group, Inc. (b)

    17,949        354,313   

Janus Capital Group, Inc.

    67,529        896,110   

KCG Holdings, Inc. - Class A (a)

    26,254        347,865   

Ladenburg Thalmann Financial Services, Inc. (a)

    51,479        125,609   

Moelis & Co. - Class A

    8,425        285,608   
Capital Markets—(Continued)            

OM Asset Management plc

    20,265      293,843   

Piper Jaffray Cos. (a) (b)

    7,063        512,067   

PJT Partners, Inc. - Class A

    7,794        240,679   

Safeguard Scientifics, Inc. (a)

    10,084        135,630   

Stifel Financial Corp. (a)

    29,866        1,491,807   

Virtu Financial, Inc. - Class A

    12,905        205,835   

Virtus Investment Partners, Inc.

    2,012        237,517   

Waddell & Reed Financial, Inc. - Class A (b)

    38,993        760,753   

Westwood Holdings Group, Inc.

    3,235        194,068   

WisdomTree Investments, Inc. (b)

    53,688        598,084   
   

 

 

 
      12,002,222   
   

 

 

 
Chemicals—2.4%            

A. Schulman, Inc.

    12,704        424,949   

American Vanguard Corp.

    14,887        285,086   

Balchem Corp. (b)

    15,291        1,283,221   

Calgon Carbon Corp. (b)

    26,333        447,661   

Chase Corp.

    3,533        295,182   

Chemours Co. (The)

    85,221        1,882,532   

Chemtura Corp. (a)

    31,150        1,034,180   

Ferro Corp. (a) (b)

    40,624        582,142   

Flotek Industries, Inc. (a) (b)

    28,523        267,831   

FutureFuel Corp.

    10,195        141,710   

GCP Applied Technologies, Inc. (a)

    34,475        922,206   

Hawkins, Inc.

    4,778        257,773   

HB Fuller Co.

    23,919        1,155,527   

Ingevity Corp. (a)

    20,745        1,138,071   

Innophos Holdings, Inc.

    9,884        516,538   

Innospec, Inc.

    11,303        774,255   

KMG Chemicals, Inc.

    5,294        205,884   

Koppers Holdings, Inc. (a)

    10,265        413,679   

Kraton Corp. (a)

    14,021        399,318   

Kronos Worldwide, Inc.

    11,199        133,716   

Minerals Technologies, Inc.

    16,456        1,271,226   

Olin Corp. (b)

    76,354        1,955,426   

OMNOVA Solutions, Inc. (a)

    22,821        228,210   

PolyOne Corp.

    39,392        1,262,120   

Quaker Chemical Corp.

    5,838        746,914   

Rayonier Advanced Materials, Inc. (b)

    19,176        296,461   

Sensient Technologies Corp.

    20,810        1,635,250   

Stepan Co.

    9,222        751,409   

Trecora Resources (a)

    10,819        149,843   

Tredegar Corp. (b)

    13,367        320,808   

Trinseo S.A.

    12,370        733,541   

Tronox, Ltd. - Class A

    30,359        313,001   
   

 

 

 
      22,225,670   
   

 

 

 
Commercial Services & Supplies—2.4%            

ABM Industries, Inc.

    25,771        1,052,488   

ACCO Brands Corp. (a)

    52,031        679,005   

Advanced Disposal Services, Inc. (a)

    15,761        350,209   

Brady Corp. - Class A

    22,732        853,587   

Brink’s Co. (The)

    21,829        900,446   

Casella Waste Systems, Inc. - Class A (a)

    20,153        250,099   

Ceco Environmental Corp.

    14,983        209,013   

Deluxe Corp.

    23,575        1,688,206   

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Commercial Services & Supplies—(Continued)  

Ennis, Inc.

    14,123      $ 245,034   

Essendant, Inc.

    18,301        382,491   

G&K Services, Inc. - Class A

    9,849        949,936   

Healthcare Services Group, Inc.

    33,776        1,323,006   

Herman Miller, Inc.

    28,305        968,031   

HNI Corp. (b)

    20,835        1,165,093   

InnerWorkings, Inc. (a)

    18,741        184,599   

Interface, Inc.

    31,333        581,227   

Kimball International, Inc. - Class B

    16,738        293,919   

Knoll, Inc.

    23,781        664,203   

Matthews International Corp. - Class A

    15,251        1,172,039   

McGrath RentCorp

    10,515        412,083   

Mobile Mini, Inc. (b)

    20,245        612,411   

MSA Safety, Inc.

    15,204        1,054,093   

Multi-Color Corp. (b)

    6,168        478,637   

Quad/Graphics, Inc.

    13,076        351,483   

SP Plus Corp. (a)

    8,683        244,426   

Steelcase, Inc. - Class A

    42,340        757,886   

Team, Inc. (a) (b)

    14,183        556,683   

Tetra Tech, Inc. (d)

    27,830        1,200,865   

U.S. Ecology, Inc.

    10,067        494,793   

UniFirst Corp. (b)

    7,187        1,032,413   

Viad Corp.

    8,932        393,901   

VSE Corp.

    4,190        162,740   

West Corp.

    20,298        502,578   
   

 

 

 
      22,167,623   
   

 

 

 
Communications Equipment—1.7%            

ADTRAN, Inc.

    24,190        540,646   

Applied Optoelectronics, Inc. (a)

    8,622        202,100   

Bel Fuse, Inc. - Class B

    4,719        145,817   

Black Box Corp.

    7,770        118,493   

CalAmp Corp. (a) (b)

    19,380        281,010   

Calix, Inc. (a)

    19,494        150,104   

Ciena Corp. (a)

    66,636        1,626,585   

Clearfield, Inc. (a) (b)

    6,024        124,697   

Comtech Telecommunications Corp.

    11,475        135,979   

Digi International, Inc. (a)

    12,500        171,875   

EMCORE Corp.

    13,561        117,981   

Extreme Networks, Inc. (a)

    50,414        253,582   

Finisar Corp. (a) (b)

    50,382        1,525,063   

Harmonic, Inc. (a)

    42,437        212,185   

Infinera Corp. (a)

    66,643        565,799   

InterDigital, Inc.

    16,024        1,463,792   

Ixia (a)

    28,748        462,843   

Lumentum Holdings, Inc. (a)

    24,695        954,462   

NETGEAR, Inc. (a)

    14,969        813,565   

NetScout Systems, Inc. (a) (b)

    43,077        1,356,925   

Oclaro, Inc. (a)

    49,350        441,683   

Plantronics, Inc.

    15,665        857,815   

ShoreTel, Inc. (a)

    28,961        207,071   

Silicom, Ltd.

    2,937        120,681   

Sonus Networks, Inc. (a)

    24,015        151,295   

Ubiquiti Networks, Inc. (a)

    12,458        720,072   

ViaSat, Inc. (a)

    24,578        1,627,555   

Viavi Solutions, Inc. (a)

    114,315        935,097   
   

 

 

 
      16,284,772   
   

 

 

 
Construction & Engineering—0.9%            

Aegion Corp. (a)

    17,495      414,632   

Argan, Inc. (b)

    6,140        433,177   

Comfort Systems USA, Inc.

    17,796        592,607   

Dycom Industries, Inc. (a) (b)

    14,939        1,199,452   

EMCOR Group, Inc.

    28,215        1,996,493   

Granite Construction, Inc.

    19,068        1,048,740   

Great Lakes Dredge & Dock Corp. (a)

    30,133        126,559   

MasTec, Inc. (a)

    32,059        1,226,257   

MYR Group, Inc. (a)

    6,874        259,012   

NV5 Global, Inc. (a)

    3,969        132,565   

Orion Marine Group, Inc. (a)

    14,333        142,613   

Primoris Services Corp. (b)

    17,845        406,509   

Tutor Perini Corp. (a)

    19,192        537,376   
   

 

 

 
      8,515,992   
   

 

 

 
Construction Materials—0.3%            

Forterra, Inc. (a)

    14,048        304,280   

Headwaters, Inc. (a)

    34,173        803,749   

Summit Materials, Inc. - Class A (a)

    37,470        891,411   

U.S. Concrete, Inc. (a) (b)

    7,217        472,713   
   

 

 

 
      2,472,153   
   

 

 

 
Consumer Finance—0.5%            

Encore Capital Group, Inc. (a) (b)

    12,804        366,835   

Enova International, Inc. (a)

    13,048        163,752   

EZCORP, Inc. - Class A (a) (b)

    25,543        272,033   

FirstCash, Inc.

    22,224        1,044,528   

Green Dot Corp. - Class A (a)

    21,594        508,539   

LendingClub Corp. (a)

    161,286        846,751   

Nelnet, Inc. - Class A

    9,125        463,094   

PRA Group, Inc. (a) (b)

    22,334        873,259   

Regional Management Corp. (a) (b)

    5,771        151,662   

World Acceptance Corp. (a) (b)

    3,560        228,837   
   

 

 

 
      4,919,290   
   

 

 

 
Containers & Packaging—0.1%            

AEP Industries, Inc.

    1,974        229,182   

Greif, Inc. - Class A

    12,112        621,467   

Greif, Inc. - Class B

    2,277        153,811   

Multi Packaging Solutions International, Ltd. (a)

    9,350        133,331   

Myers Industries, Inc.

    13,337        190,719   
   

 

 

 
      1,328,510   
   

 

 

 
Distributors—0.1%            

Core-Mark Holding Co., Inc. (b)

    22,876        985,269   
   

 

 

 
Diversified Consumer Services—1.0%            

American Public Education, Inc. (a)

    8,921        219,011   

Apollo Education Group, Inc. (a)

    44,173        437,313   

Bright Horizons Family Solutions, Inc. (a)

    21,377        1,496,818   

Capella Education Co.

    5,633        494,577   

Career Education Corp. (a)

    35,115        354,310   

Carriage Services, Inc. (b)

    7,506        214,972   

Chegg, Inc. (a) (b)

    36,609        270,174   

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Diversified Consumer Services—(Continued)  

DeVry Education Group, Inc.

    29,702      $ 926,702   

Grand Canyon Education, Inc. (a) (b)

    20,833        1,217,689   

Houghton Mifflin Harcourt Co. (a)

    59,125        641,506   

K12, Inc. (a)

    17,337        297,503   

LifeLock, Inc. (a)

    38,744        926,756   

Regis Corp. (a)

    18,180        263,974   

Sotheby’s (a) (b)

    23,893        952,375   

Strayer Education, Inc. (a)

    5,524        445,400   

Weight Watchers International, Inc. (a) (b)

    13,493        154,495   
   

 

 

 
      9,313,575   
   

 

 

 
Diversified Financial Services—0.1%            

FNFV Group (a)

    30,326        415,466   

NewStar Financial, Inc. (a)

    12,166        112,536   

PICO Holdings, Inc. (a)

    12,147        184,027   
   

 

 

 
      712,029   
   

 

 

 
Diversified Telecommunication Services—0.6%  

ATN International, Inc.

    4,754        380,938   

Cincinnati Bell, Inc. (a)

    19,517        436,205   

Cogent Communications Holdings, Inc.

    19,575        809,426   

Consolidated Communications Holdings, Inc.

    24,229        650,549   

FairPoint Communications, Inc. (a)

    11,602        216,957   

General Communication, Inc. - Class A (a)

    10,930        212,588   

Globalstar, Inc. (a) (b)

    221,510        349,986   

IDT Corp. - Class B

    8,438        156,440   

Inteliquent, Inc.

    16,025        367,293   

Iridium Communications, Inc. (a) (b)

    38,356        368,218   

Lumos Networks Corp. (a)

    8,396        131,146   

ORBCOMM, Inc. (a)

    31,662        261,845   

pdvWireless, Inc. (a)

    3,369        75,971   

Straight Path Communications, Inc. - Class B (a) (b)

    4,955        168,024   

Vonage Holdings Corp. (a)

    86,416        591,950   

Windstream Holdings, Inc. (b)

    47,088        345,155   
   

 

 

 
      5,522,691   
   

 

 

 
Electric Utilities—1.1%            

ALLETE, Inc.

    23,439        1,504,549   

El Paso Electric Co.

    18,779        873,224   

Empire District Electric Co. (The)

    19,878        677,641   

IDACORP, Inc.

    23,206        1,869,243   

MGE Energy, Inc.

    16,879        1,102,199   

Otter Tail Corp. (b)

    18,873        770,018   

PNM Resources, Inc. (b)

    38,721        1,328,130   

Portland General Electric Co.

    43,293        1,875,886   
   

 

 

 
      10,000,890   
   

 

 

 
Electrical Equipment—0.7%            

Atkore International Group, Inc. (a)

    6,426        153,646   

AZZ, Inc.

    12,522        800,156   

Babcock & Wilcox Enterprises, Inc. (a)

    22,628        375,398   

Encore Wire Corp. (b)

    10,537        456,779   

Energous Corp. (a) (b)

    7,743        130,470   

EnerSys

    21,009        1,640,803   
Electrical Equipment—(Continued)            

Generac Holdings, Inc. (a)

    31,369      1,277,973   

General Cable Corp.

    24,951        475,316   

LSI Industries, Inc.

    10,801        105,202   

Plug Power, Inc. (a) (b)

    84,766        101,719   

Powell Industries, Inc.

    4,404        171,756   

Sunrun, Inc. (a) (b)

    34,164        181,411   

Thermon Group Holdings, Inc. (a)

    15,847        302,519   

Vicor Corp. (a)

    8,793        132,774   
   

 

 

 
      6,305,922   
   

 

 

 
Electronic Equipment, Instruments & Components—2.7%  

Anixter International, Inc. (a)

    13,642        1,105,684   

AVX Corp.

    21,871        341,844   

Badger Meter, Inc. (b)

    13,640        503,998   

Belden, Inc.

    19,822        1,482,091   

Benchmark Electronics, Inc. (a)

    24,418        744,749   

Coherent, Inc. (a)

    11,761        1,615,785   

Control4 Corp. (a)

    10,604        108,161   

CTS Corp.

    15,701        351,702   

Daktronics, Inc. (b)

    18,513        198,089   

ePlus, Inc. (a)

    2,743        315,994   

Fabrinet (a) (b)

    17,507        705,532   

FARO Technologies, Inc. (a)

    8,551        307,836   

II-VI, Inc. (a)

    29,121        863,438   

Insight Enterprises, Inc. (a) (d)

    17,579        710,895   

InvenSense, Inc. (a)

    39,596        506,433   

Itron, Inc. (a)

    16,214        1,019,050   

Kimball Electronics, Inc. (a)

    14,109        256,784   

Knowles Corp. (a) (b)

    43,119        720,518   

Littelfuse, Inc.

    10,673        1,619,841   

Mesa Laboratories, Inc.

    1,474        180,933   

Methode Electronics, Inc.

    17,959        742,605   

MTS Systems Corp. (b)

    7,482        424,229   

Novanta, Inc. (a)

    13,298        279,258   

OSI Systems, Inc. (a)

    8,490        646,259   

Park Electrochemical Corp. (b)

    10,569        197,112   

PC Connection, Inc.

    5,366        150,731   

Plexus Corp. (a) (d)

    15,422        833,405   

Rogers Corp. (a) (b)

    8,965        688,602   

Sanmina Corp. (a)

    35,180        1,289,347   

ScanSource, Inc. (a)

    12,162        490,737   

SYNNEX Corp.

    14,237        1,722,962   

Tech Data Corp. (a)

    16,978        1,437,697   

TTM Technologies, Inc. (a) (b)

    35,998        490,653   

Universal Display Corp. (a)

    20,124        1,132,981   

Vishay Intertechnology, Inc. (b)

    66,423        1,076,052   

Vishay Precision Group, Inc. (a) (b)

    6,515        123,133   
   

 

 

 
      25,385,120   
   

 

 

 
Energy Equipment & Services—1.2%  

Archrock, Inc.

    34,795        459,294   

Atwood Oceanics, Inc. (b)

    30,662        402,592   

Bristow Group, Inc. (b)

    17,044        349,061   

Era Group, Inc. (a)

    10,295        174,706   

Exterran Corp. (a)

    14,849        354,891   

Fairmount Santrol Holdings, Inc. (a) (b)

    44,533        525,044   

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Energy Equipment & Services—(Continued)  

Forum Energy Technologies, Inc. (a)

    29,182      $ 642,004   

Geospace Technologies Corp. (a)

    3,888        79,160   

Helix Energy Solutions Group, Inc. (a)

    51,612        455,218   

Hornbeck Offshore Services, Inc. (a)

    17,356        125,310   

Matrix Service Co. (a)

    14,196        322,249   

McDermott International, Inc. (a)

    116,414        860,299   

Natural Gas Services Group, Inc. (a)

    6,643        213,572   

Newpark Resources, Inc. (a) (b)

    44,365        332,738   

Oil States International, Inc. (a) (b)

    24,545        957,255   

Parker Drilling Co. (a)

    59,681        155,171   

Pioneer Energy Services Corp. (a)

    42,051        288,049   

RigNet, Inc. (a)

    7,269        168,277   

SEACOR Holdings, Inc. (a)

    7,977        568,601   

Seadrill, Ltd. (a) (b)

    188,659        643,327   

Tesco Corp. (a)

    19,926        164,390   

TETRA Technologies, Inc. (a)

    41,173        206,688   

U.S. Silica Holdings, Inc. (b)

    35,317        2,001,768   

Unit Corp. (a)

    24,655        662,480   
   

 

 

 
      11,112,144   
   

 

 

 
Equity Real Estate Investment Trusts—7.2%  

Acadia Realty Trust (b)

    38,553        1,259,912   

Agree Realty Corp. (b)

    11,290        519,905   

Alexander’s, Inc.

    1,029        439,249   

American Assets Trust, Inc.

    19,187        826,576   

Armada Hoffler Properties, Inc.

    19,662        286,475   

Ashford Hospitality Prime, Inc.

    14,521        198,212   

Ashford Hospitality Trust, Inc.

    39,201        304,200   

Bluerock Residential Growth REIT, Inc.

    9,427        129,338   

CareTrust REIT, Inc. (b)

    27,942        428,071   

CatchMark Timber Trust, Inc. - Class A

    19,002        213,963   

CBL & Associates Properties, Inc. (b)

    82,772        951,878   

Cedar Realty Trust, Inc. (b)

    37,954        247,840   

Chatham Lodging Trust

    18,798        386,299   

Chesapeake Lodging Trust

    28,075        726,020   

City Office REIT, Inc. (b)

    10,122        133,307   

Colony Starwood Homes (b)

    31,797        916,072   

Community Healthcare Trust, Inc.

    6,730        154,992   

CorEnergy Infrastructure Trust, Inc. (b)

    5,980        208,582   

CoreSite Realty Corp. (b)

    16,325        1,295,715   

Cousins Properties, Inc. (b)

    161,208        1,371,880   

DiamondRock Hospitality Co.

    92,371        1,065,038   

DuPont Fabros Technology, Inc. (b)

    36,270        1,593,341   

Easterly Government Properties, Inc. (b)

    16,288        326,086   

EastGroup Properties, Inc. (b)

    15,137        1,117,716   

Education Realty Trust, Inc. (b)

    35,414        1,498,012   

FelCor Lodging Trust, Inc.

    66,829        535,300   

First Industrial Realty Trust, Inc.

    56,517        1,585,302   

First Potomac Realty Trust

    27,829        305,284   

Four Corners Property Trust, Inc. (b)

    29,818        611,865   

Franklin Street Properties Corp.

    48,177        624,374   

Geo Group, Inc. (The) (b)

    35,110        1,261,502   

Getty Realty Corp. (b)

    13,449        342,815   

Gladstone Commercial Corp. (b)

    10,038        201,764   

Global Net Lease, Inc. (b)

    80,310        628,827   

Government Properties Income Trust (b)

    33,503        638,735   

Gramercy Property Trust (b)

    205,223        1,883,947   
Equity Real Estate Investment Trusts—(Continued)  

Healthcare Realty Trust, Inc.

    55,310      1,676,999   

Hersha Hospitality Trust

    21,188        455,542   

Hudson Pacific Properties, Inc.

    51,064        1,776,006   

Independence Realty Trust, Inc. (b)

    27,689        246,986   

InfraREIT, Inc.

    19,986        357,949   

Investors Real Estate Trust

    56,725        404,449   

iStar, Inc. (a)

    31,393        388,331   

Kite Realty Group Trust

    38,990        915,485   

LaSalle Hotel Properties

    49,406        1,505,401   

Lexington Realty Trust

    112,246        1,212,257   

LTC Properties, Inc. (b)

    17,896        840,754   

Mack-Cali Realty Corp.

    43,539        1,263,502   

MedEquities Realty Trust, Inc.

    19,414        215,495   

Medical Properties Trust, Inc. (b)

    140,719        1,730,844   

Monmouth Real Estate Investment Corp.

    32,365        493,243   

Monogram Residential Trust, Inc.

    82,552        893,213   

National Health Investors, Inc. (b)

    17,654        1,309,397   

National Storage Affiliates Trust (b)

    17,510        386,446   

New Senior Investment Group, Inc. (b)

    40,485        396,348   

New York REIT, Inc.

    81,130        821,036   

NexPoint Residential Trust, Inc.

    9,072        202,669   

NorthStar Realty Europe Corp. (b)

    30,012        377,251   

One Liberty Properties, Inc.

    6,290        158,005   

Parkway, Inc. (a)

    20,151        448,360   

Pebblebrook Hotel Trust (b)

    33,791        1,005,282   

Pennsylvania Real Estate Investment Trust

    32,570        617,527   

Physicians Realty Trust (b)

    63,878        1,211,127   

Potlatch Corp.

    19,692        820,172   

Preferred Apartment Communities, Inc. - Class A

    11,149        166,232   

PS Business Parks, Inc.

    9,635        1,122,670   

QTS Realty Trust, Inc. - Class A

    22,822        1,133,112   

RAIT Financial Trust

    39,654        133,237   

Ramco-Gershenson Properties Trust

    37,976        629,642   

Retail Opportunity Investments Corp.

    52,344        1,106,029   

Rexford Industrial Realty, Inc.

    31,246        724,595   

RLJ Lodging Trust

    58,062        1,421,938   

Ryman Hospitality Properties, Inc. (b)

    20,440        1,287,924   

Sabra Health Care REIT, Inc.

    29,659        724,273   

Saul Centers, Inc.

    4,228        281,627   

Select Income REIT

    31,114        784,073   

Seritage Growth Properties - Class A (b)

    11,383        486,168   

Silver Bay Realty Trust Corp.

    16,953        290,574   

STAG Industrial, Inc.

    36,497        871,183   

Summit Hotel Properties, Inc.

    40,984        656,974   

Sunstone Hotel Investors, Inc. (b)

    105,917        1,615,234   

Terreno Realty Corp.

    20,992        598,062   

Tier REIT, Inc.

    22,342        388,527   

UMH Properties, Inc.

    11,462        172,503   

Universal Health Realty Income Trust (b)

    6,109        400,689   

Urban Edge Properties (b)

    43,765        1,203,975   

Urstadt Biddle Properties, Inc. - Class A

    13,207        318,421   

Washington Prime Group, Inc.

    90,826        945,499   

Washington Real Estate Investment Trust

    34,947        1,142,417   

Whitestone REIT

    14,069        202,312   

Xenia Hotels & Resorts, Inc.

    47,706        926,451   
   

 

 

 
      67,082,811   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Food & Staples Retailing—0.6%            

Andersons, Inc. (The) (b)

    13,251      $ 592,320   

Chefs’ Warehouse, Inc. (The) (a)

    8,577        135,517   

Ingles Markets, Inc. - Class A

    6,173        296,921   

Performance Food Group Co. (a)

    18,393        441,432   

Pricesmart, Inc. (b)

    9,802        818,467   

Smart & Final Stores, Inc. (a) (b)

    12,072        170,215   

SpartanNash Co.

    16,917        668,898   

SUPERVALU, Inc. (a)

    122,481        571,986   

United Natural Foods, Inc. (a) (b)

    23,843        1,137,788   

Village Super Market, Inc. - Class A

    3,674        113,527   

Weis Markets, Inc.

    4,490        300,111   
   

 

 

 
      5,247,182   
   

 

 

 
Food Products—1.4%            

AdvancePierre Foods Holdings, Inc. (b)

    10,704        318,765   

Amplify Snack Brands, Inc. (a) (b)

    14,688        129,401   

B&G Foods, Inc. (b)

    31,647        1,386,139   

Cal-Maine Foods, Inc. (b)

    14,936        659,798   

Calavo Growers, Inc.

    7,353        451,474   

Darling Ingredients, Inc. (a)

    78,508        1,013,538   

Dean Foods Co.

    44,397        966,967   

Farmer Bros Co. (a)

    3,967        145,589   

Fresh Del Monte Produce, Inc.

    15,644        948,496   

Freshpet, Inc. (a) (b)

    10,616        107,752   

J&J Snack Foods Corp.

    6,995        933,343   

John B Sanfilippo & Son, Inc.

    4,642        326,750   

Lancaster Colony Corp.

    9,036        1,277,600   

Landec Corp. (a)

    14,010        193,338   

Limoneira Co. (b)

    6,121        131,663   

Omega Protein Corp. (a) (b)

    11,349        284,292   

Sanderson Farms, Inc. (b)

    9,453        890,851   

Seaboard Corp. (a) (b)

    132        521,663   

Seneca Foods Corp. - Class A (a)

    3,507        140,455   

Snyder’s-Lance, Inc. (b)

    39,103        1,499,209   

Tootsie Roll Industries, Inc. (b)

    9,390        373,253   
   

 

 

 
      12,700,336   
   

 

 

 
Gas Utilities—1.1%            

Chesapeake Utilities Corp. (b)

    6,975        466,976   

New Jersey Resources Corp.

    41,016        1,456,068   

Northwest Natural Gas Co.

    13,257        792,769   

ONE Gas, Inc.

    24,719        1,581,027   

South Jersey Industries, Inc. (b)

    37,607        1,266,980   

Southwest Gas Corp.

    22,906        1,755,058   

Spire, Inc.

    21,579        1,392,925   

WGL Holdings, Inc. (b)

    24,423        1,862,986   
   

 

 

 
      10,574,789   
   

 

 

 
Health Care Equipment & Supplies—3.0%  

Abaxis, Inc. (b)

    11,146        588,174   

Accuray, Inc. (a) (b)

    37,218        171,203   

Analogic Corp.

    6,383        529,470   

AngioDynamics, Inc. (a)

    13,423        226,446   

Anika Therapeutics, Inc. (a) (b)

    7,087        346,980   

AtriCure, Inc. (a) (b)

    16,270        318,404   

Atrion Corp.

    822        416,918   
Health Care Equipment & Supplies—(Continued)  

AxoGen, Inc. (a) (b)

    13,718      123,462   

Cantel Medical Corp.

    16,951        1,334,891   

Cardiovascular Systems, Inc. (a)

    14,951        361,964   

Cerus Corp. (a) (b)

    58,326        253,718   

ConforMIS, Inc. (a) (b)

    19,621        158,930   

CONMED Corp.

    14,604        645,059   

CryoLife, Inc. (a)

    17,220        329,763   

Cynosure, Inc. - Class A (a) (b)

    11,463        522,713   

Endologix, Inc. (a) (b)

    44,063        252,040   

Exactech, Inc. (a)

    5,785        157,930   

GenMark Diagnostics, Inc. (a)

    19,362        236,991   

Glaukos Corp. (a)

    8,646        296,558   

Globus Medical, Inc. - Class A (a) (b)

    34,489        855,672   

Haemonetics Corp. (a)

    23,946        962,629   

Halyard Health, Inc. (a)

    23,074        853,277   

ICU Medical, Inc. (a)

    7,246        1,067,698   

Inogen, Inc. (a)

    7,470        501,760   

Insulet Corp. (a) (b)

    27,643        1,041,588   

Integer Holdings Corp. (a)

    15,275        449,849   

Integra LifeSciences Holdings Corp. (a) (b)

    14,525        1,246,100   

Invacare Corp. (b)

    15,930        207,886   

K2M Group Holdings, Inc. (a) (b)

    13,487        270,279   

LeMaitre Vascular, Inc.

    7,651        193,876   

Masimo Corp. (a)

    19,860        1,338,564   

Meridian Bioscience, Inc.

    22,552        399,170   

Merit Medical Systems, Inc. (a)

    21,638        573,407   

Natus Medical, Inc. (a)

    16,472        573,226   

Neogen Corp. (a)

    17,828        1,176,648   

Nevro Corp. (a)

    11,810        858,115   

Novocure, Ltd. (a)

    25,960        203,786   

NuVasive, Inc. (a)

    24,181        1,628,832   

NxStage Medical, Inc. (a)

    30,508        799,615   

OraSure Technologies, Inc. (a)

    29,491        258,931   

Orthofix International NV (a)

    9,598        347,256   

Oxford Immunotec Global plc (a)

    12,520        187,174   

Penumbra, Inc. (a)

    12,555        801,009   

Quidel Corp. (a) (b)

    13,903        297,802   

Rockwell Medical, Inc. (a) (b)

    30,372        198,937   

Spectranetics Corp. (The) (a)

    21,548        527,926   

STAAR Surgical Co. (a)

    19,419        210,696   

SurModics, Inc. (a)

    6,159        156,439   

Utah Medical Products, Inc.

    2,002        145,645   

Vascular Solutions, Inc. (a)

    8,462        474,718   

Wright Medical Group NV (a) (b)

    50,705        1,165,201   

Zeltiq Aesthetics, Inc. (a) (b)

    17,712        770,826   
   

 

 

 
      28,016,151   
   

 

 

 
Health Care Providers & Services—2.0%  

Aceto Corp. (b)

    15,842        348,049   

Addus HomeCare Corp. (a)

    4,191        146,895   

Air Methods Corp. (a)

    18,730        596,550   

Almost Family, Inc. (a)

    4,667        205,815   

Amedisys, Inc. (a) (b)

    13,972        595,626   

AMN Healthcare Services, Inc. (a) (b)

    23,983        922,146   

BioTelemetry, Inc. (a) (b)

    15,006        335,384   

Capital Senior Living Corp. (a)

    14,260        228,873   

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Health Care Providers & Services—(Continued)  

Chemed Corp. (b)

    7,919      $ 1,270,287   

Civitas Solutions, Inc. (a)

    6,456        128,474   

Community Health Systems, Inc. (a) (b)

    54,438        304,308   

Corvel Corp. (a)

    5,325        194,895   

Cross Country Healthcare, Inc. (a)

    16,495        257,487   

Diplomat Pharmacy, Inc. (a)

    22,308        281,081   

Ensign Group, Inc. (The) (b)

    24,374        541,347   

HealthEquity, Inc. (a)

    21,384        866,480   

HealthSouth Corp. (b)

    42,354        1,746,679   

Healthways, Inc. (a) (b)

    16,239        369,437   

Kindred Healthcare, Inc. (b)

    40,056        314,440   

Landauer, Inc. (b)

    5,165        248,437   

LHC Group, Inc. (a)

    6,847        312,908   

Magellan Health, Inc. (a)

    12,415        934,229   

Molina Healthcare, Inc. (a)

    21,194        1,149,986   

National Healthcare Corp.

    5,246        397,594   

Owens & Minor, Inc.

    31,238        1,102,389   

PharMerica Corp. (a)

    16,508        415,176   

Providence Service Corp. (The) (a)

    6,975        265,399   

Quorum Health Corp. (a)

    17,212        125,131   

RadNet, Inc. (a)

    21,044        135,734   

Select Medical Holdings Corp. (a)

    52,961        701,733   

Surgery Partners, Inc. (a)

    12,495        198,046   

Surgical Care Affiliates, Inc. (a)

    13,303        615,530   

Team Health Holdings, Inc. (a) (b)

    32,172        1,397,873   

Teladoc, Inc. (a) (b)

    11,307        186,566   

Triple-S Management Corp. - Class B (a)

    12,074        249,932   

U.S. Physical Therapy, Inc.

    6,011        421,972   

Universal American Corp. (a)

    21,072        209,666   
   

 

 

 
      18,722,554   
   

 

 

 
Health Care Technology—0.4%  

Computer Programs & Systems, Inc. (b)

    5,856        138,202   

Cotiviti Holdings, Inc. (a) (b)

    6,657        229,001   

Evolent Health, Inc. - Class A (a)

    7,002        103,630   

HealthStream, Inc. (a) (b)

    12,016        301,001   

HMS Holdings Corp. (a) (b)

    40,747        739,965   

Medidata Solutions, Inc. (a)

    26,132        1,297,976   

Omnicell, Inc. (a)

    16,746        567,689   

Quality Systems, Inc. (a)

    24,814        326,304   

Vocera Communications, Inc. (a)

    11,244        207,902   
   

 

 

 
      3,911,670   
   

 

 

 
Hotels, Restaurants & Leisure—2.9%  

Belmond, Ltd. - Class A (a)

    38,098        508,608   

Biglari Holdings, Inc. (a)

    528        249,850   

BJ’s Restaurants, Inc. (a)

    11,541        453,561   

Bloomin’ Brands, Inc. (b)

    47,353        853,775   

Bob Evans Farms, Inc.

    8,975        477,560   

Boyd Gaming Corp. (a)

    40,615        819,205   

Buffalo Wild Wings, Inc. (a)

    8,962        1,383,733   

Caesars Acquisition Co. - Class A (a) (b)

    23,146        312,471   

Caesars Entertainment Corp. (a) (b)

    25,824        219,504   

Carrols Restaurant Group, Inc. (a)

    17,458        266,235   

Cheesecake Factory, Inc. (The) (b)

    21,038        1,259,755   

Churchill Downs, Inc.

    6,613        994,926   
Hotels, Restaurants & Leisure—(Continued)  

Chuy’s Holdings, Inc. (a)

    8,272      268,426   

ClubCorp Holdings, Inc.

    32,025        459,559   

Cracker Barrel Old Country Store, Inc. (b)

    9,084        1,516,846   

Dave & Buster’s Entertainment, Inc. (a)

    18,558        1,044,815   

Del Frisco’s Restaurant Group, Inc. (a)

    12,052        204,884   

Del Taco Restaurants, Inc. (a)

    10,164        143,516   

Denny’s Corp. (a)

    39,857        511,365   

DineEquity, Inc.

    8,597        661,969   

El Pollo Loco Holdings, Inc. (a)

    10,816        133,037   

Eldorado Resorts, Inc. (a) (b)

    14,157        239,961   

Fiesta Restaurant Group, Inc. (a) (b)

    13,371        399,124   

Habit Restaurants, Inc. (The) - Class A (a)

    7,281        125,597   

ILG, Inc.

    53,999        981,162   

International Speedway Corp. - Class A

    12,935        476,008   

Intrawest Resorts Holdings, Inc. (a)

    8,831        157,633   

Isle of Capri Casinos, Inc. (a)

    12,013        296,601   

Jack in the Box, Inc.

    15,472        1,727,294   

La Quinta Holdings, Inc. (a)

    43,635        620,053   

Marcus Corp. (The)

    9,550        300,825   

Marriott Vacations Worldwide Corp. (b)

    10,700        907,895   

Monarch Casino & Resort, Inc. (a)

    5,265        135,732   

Papa John’s International, Inc. (b)

    13,488        1,154,303   

Penn National Gaming, Inc. (a)

    32,560        449,002   

Pinnacle Entertainment, Inc. (a)

    28,622        415,019   

Planet Fitness, Inc. - Class A

    13,067        262,647   

Popeyes Louisiana Kitchen, Inc. (a) (b)

    9,453        571,717   

Potbelly Corp. (a)

    12,520        161,508   

Red Robin Gourmet Burgers, Inc. (a)

    5,863        330,673   

Red Rock Resorts, Inc. - Class A

    13,488        312,787   

Ruth’s Hospitality Group, Inc.

    17,912        327,790   

Scientific Games Corp. - Class A (a) (b)

    23,377        327,278   

SeaWorld Entertainment, Inc. (b)

    32,101        607,672   

Shake Shack, Inc. - Class A (a) (b)

    7,924        283,600   

Sonic Corp. (b)

    20,556        544,940   

Speedway Motorsports, Inc.

    7,078        153,380   

Texas Roadhouse, Inc.

    31,030        1,496,887   

Wingstop, Inc. (b)

    8,064        238,614   

Zoe’s Kitchen, Inc. (a) (b)

    9,191        220,492   
   

 

 

 
      26,969,794   
   

 

 

 
Household Durables—1.2%  

Bassett Furniture Industries, Inc.

    5,374        163,370   

Beazer Homes USA, Inc. (a)

    13,700        182,210   

Cavco Industries, Inc. (a) (b)

    4,452        444,532   

Century Communities, Inc. (a)

    7,561        158,781   

CSS Industries, Inc.

    4,201        113,721   

Ethan Allen Interiors, Inc.

    12,159        448,059   

Flexsteel Industries, Inc.

    3,005        185,318   

GoPro, Inc. - Class A (a) (b)

    49,877        434,429   

Green Brick Partners, Inc. (a)

    12,508        125,705   

Helen of Troy, Ltd. (a)

    13,453        1,136,106   

Hooker Furniture Corp.

    5,444        206,600   

Hovnanian Enterprises, Inc. - Class A (a) (b)

    60,910        166,284   

Installed Building Products, Inc. (a)

    9,469        391,070   

iRobot Corp. (a) (b)

    12,468        728,755   

KB Home (b)

    41,097        649,744   

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Household Durables—(Continued)  

La-Z-Boy, Inc.

    24,718      $ 767,494   

LGI Homes, Inc. (a) (b)

    8,210        235,873   

Libbey, Inc.

    10,247        199,407   

M/I Homes, Inc. (a) (b)

    12,868        324,016   

MDC Holdings, Inc.

    20,862        535,319   

Meritage Homes Corp. (a) (b)

    18,033        627,548   

NACCO Industries, Inc. - Class A

    2,176        197,037   

Taylor Morrison Home Corp. - Class A (a)

    15,532        299,146   

TopBuild Corp. (a) (b)

    18,904        672,982   

TRI Pointe Group, Inc. (a) (b)

    69,898        802,429   

Universal Electronics, Inc. (a) (b)

    7,461        481,608   

WCI Communities, Inc. (a)

    11,203        262,710   

William Lyon Homes - Class A (a) (b)

    12,315        234,355   
   

 

 

 
      11,174,608   
   

 

 

 
Household Products—0.3%  

Central Garden and Pet Co. (a)

    4,446        147,118   

Central Garden and Pet Co. - Class A (a)

    16,480        509,232   

HRG Group, Inc. (a)

    58,164        905,032   

Orchids Paper Products Co. (b)

    5,348        140,011   

WD-40 Co. (b)

    6,750        789,075   
   

 

 

 
      2,490,468   
   

 

 

 
Independent Power and Renewable Electricity Producers—0.5%  

Atlantic Power Corp. (a)

    57,898        144,745   

Atlantica Yield plc

    28,653        554,435   

Dynegy, Inc. (a) (b)

    59,317        501,822   

NRG Yield, Inc. - Class A

    16,087        247,096   

NRG Yield, Inc. - Class C

    29,107        459,891   

Ormat Technologies, Inc.

    18,869        1,011,756   

Pattern Energy Group, Inc.

    30,133        572,226   

TerraForm Global, Inc. - Class A (a)

    51,489        203,381   

TerraForm Power, Inc. - Class A (a) (b)

    44,539        570,545   
   

 

 

 
      4,265,897   
   

 

 

 
Industrial Conglomerates—0.1%  

Raven Industries, Inc.

    18,658        470,182   
   

 

 

 
Insurance—2.3%  

Ambac Financial Group, Inc. (a)

    22,444        504,990   

American Equity Investment Life Holding Co.

    41,683        939,535   

AMERISAFE, Inc.

    9,298        579,730   

Argo Group International Holdings, Ltd.

    14,148        932,353   

Baldwin & Lyons, Inc. - Class B

    4,133        104,152   

Citizens, Inc. (a) (b)

    22,172        217,729   

CNO Financial Group, Inc.

    86,562        1,657,662   

EMC Insurance Group, Inc.

    3,800        114,038   

Employers Holdings, Inc.

    14,789        585,644   

Enstar Group, Ltd. (a)

    5,573        1,101,782   

FBL Financial Group, Inc. - Class A

    4,790        374,339   

Federated National Holding Co.

    5,884        109,972   

Fidelity & Guaranty Life (b)

    4,816        114,139   

Genworth Financial, Inc. - Class A (a)

    246,697        939,916   

Global Indemnity, Ltd. (a)

    3,335        127,430   

Greenlight Capital Re, Ltd. - Class A (a) (b)

    13,998        319,154   

HCI Group, Inc.

    3,077        121,480   
Insurance—(Continued)  

Heritage Insurance Holdings, Inc. (b)

    11,792      184,781   

Horace Mann Educators Corp. (b)

    18,978        812,258   

Infinity Property & Casualty Corp.

    5,597        491,976   

Investors Title Co.

    748        118,319   

James River Group Holdings, Ltd.

    7,276        302,318   

Kemper Corp. (b)

    18,020        798,286   

Maiden Holdings, Ltd. (b)

    33,144        578,363   

MBIA, Inc. (a) (b)

    65,336        699,095   

National General Holdings Corp.

    23,963        598,835   

National Western Life Group, Inc. - Class A

    1,054        327,583   

Navigators Group, Inc. (The)

    5,559        654,572   

OneBeacon Insurance Group, Ltd. - Class A

    11,496        184,511   

Primerica, Inc. (b)

    22,155        1,532,018   

RLI Corp.

    18,544        1,170,683   

Safety Insurance Group, Inc.

    6,815        502,266   

Selective Insurance Group, Inc. (b)

    26,789        1,153,267   

State Auto Financial Corp. (b)

    7,940        212,871   

State National Cos., Inc.

    15,205        210,741   

Stewart Information Services Corp. (b)

    11,286        520,059   

Third Point Reinsurance, Ltd. (a)

    32,322        373,319   

Trupanion, Inc. (a) (b)

    8,141        126,348   

United Fire Group, Inc.

    9,677        475,818   

United Insurance Holdings Corp.

    8,654        131,022   

Universal Insurance Holdings, Inc. (b)

    17,550        498,420   

WMIH Corp. (a)

    88,867        137,744   
   

 

 

 
      21,639,518   
   

 

 

 
Internet & Direct Marketing Retail—0.5%  

1-800-Flowers.com, Inc. - Class A (a)

    13,330        142,631   

Blue Nile, Inc.

    6,605        268,361   

Duluth Holdings, Inc. - Class B (a) (b)

    4,134        105,004   

Etsy, Inc. (a)

    51,942        611,877   

FTD Cos., Inc. (a) (b)

    9,600        228,864   

HSN, Inc.

    14,279        489,770   

Lands’ End, Inc. (a) (b)

    8,472        128,351   

Liberty TripAdvisor Holdings, Inc. -
Class A (a)

    34,803        523,785   

Nutrisystem, Inc.

    14,262        494,178   

Overstock.com, Inc. (a)

    6,439        112,682   

PetMed Express, Inc. (b)

    11,281        260,253   

Shutterfly, Inc. (a)

    17,108        858,479   

Wayfair, Inc. - Class A (a) (b)

    15,513        543,731   
   

 

 

 
      4,767,966   
   

 

 

 
Internet Software & Services—2.1%  

2U, Inc. (a)

    18,127        546,529   

Actua Corp. (a)

    20,148        282,072   

Alarm.com Holdings, Inc. (a)

    5,307        147,694   

Angie’s List, Inc. (a) (b)

    21,237        174,781   

Bankrate, Inc. (a)

    20,088        221,972   

Bazaarvoice, Inc. (a)

    41,849        202,968   

Benefitfocus, Inc. (a) (b)

    6,419        190,644   

Blucora, Inc. (a)

    20,338        299,985   

Box, Inc. - Class A (a) (b)

    24,267        336,341   

Brightcove, Inc. (a)

    16,995        136,810   

Carbonite, Inc. (a)

    9,317        152,799   

ChannelAdvisor Corp. (a)

    10,403        149,283   

 

See accompanying notes to financial statements.

 

MSF-13


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Internet Software & Services—(Continued)  

Cimpress NV (a)

    12,234     $ 1,120,757  

comScore, Inc. (a)

    23,234       733,730  

Cornerstone OnDemand, Inc. (a)

    24,008       1,015,778  

Coupa Software, Inc. (a) (b)

    7,914       197,929  

DHI Group, Inc. (a)

    21,586       134,913  

EarthLink Holdings Corp.

    48,787       275,159  

Endurance International Group Holdings, Inc. (a) (b)

    27,384       254,671  

Envestnet, Inc. (a)

    20,207       712,297  

Five9, Inc. (a)

    16,631       235,994  

Gogo, Inc. (a) (b)

    27,419       252,803  

GrubHub, Inc. (a)

    39,224       1,475,607  

GTT Communications, Inc. (a)

    11,597       333,414  

Hortonworks, Inc. (a) (b)

    20,178       167,679  

IntraLinks Holdings, Inc. (a)

    20,583       278,282  

j2 Global, Inc. (b)

    22,619       1,850,234  

Liquidity Services, Inc. (a)

    13,611       132,707  

LivePerson, Inc. (a) (b)

    29,330       221,442  

LogMeIn, Inc.

    12,270       1,184,668  

MeetMe, Inc. (a) (b)

    21,638       106,675  

MINDBODY, Inc. - Class A (a) (b)

    7,507       159,899  

New Relic, Inc. (a)

    10,856       306,682  

NIC, Inc. (b)

    29,109       695,705  

Q2 Holdings, Inc. (a) (b)

    12,619       364,058  

Quotient Technology, Inc. (a)

    29,125       313,094  

RetailMeNot, Inc. (a)

    18,130       168,609  

Shutterstock, Inc. (a) (b)

    9,230       438,610  

SPS Commerce, Inc. (a) (b)

    7,550       527,669  

Stamps.com, Inc. (a) (b)

    7,949       911,353  

TrueCar, Inc. (a) (b)

    23,179       289,738  

Web.com Group, Inc. (a)

    20,520       433,998  

WebMD Health Corp. (a) (b)

    17,955       890,029  

Xactly Corp. (a)

    11,677       128,447  

XO Group, Inc. (a)

    11,305       219,882  
   

 

 

 
      19,374,390  
   

 

 

 
IT Services—2.0%  

Acxiom Corp. (a)

    37,591       1,007,439  

Blackhawk Network Holdings, Inc. (a)

    27,022       1,018,054  

CACI International, Inc. - Class A (a) (d)

    11,262       1,399,867  

Cardtronics plc - Class A (a) (b)

    22,064       1,204,032  

Cass Information Systems, Inc. (b)

    5,928       436,123  

Convergys Corp. (b)

    42,882       1,053,182  

CSG Systems International, Inc.

    15,258       738,487  

Datalink Corp. (a)

    10,297       115,944  

EPAM Systems, Inc. (a)

    22,354       1,437,586  

EVERTEC, Inc.

    30,384       539,316  

ExlService Holdings, Inc. (a)

    15,842       799,070  

Forrester Research, Inc.

    5,782       248,337  

Hackett Group, Inc. (The)

    13,330       235,408  

Lionbridge Technologies, Inc. (a)

    31,361       181,894  

ManTech International Corp. - Class A

    12,440       525,590  

MAXIMUS, Inc.

    31,383       1,750,858  

MoneyGram International, Inc. (a)

    14,692       173,512  

NeuStar, Inc. - Class A (a)

    26,451       883,463  

Perficient, Inc. (a)

    17,369       303,784  
IT Services—(Continued)  

Science Applications International Corp.

    19,917     1,688,962  

ServiceSource International, Inc. (a)

    29,419       167,100  

Sykes Enterprises, Inc. (a)

    18,634       537,777  

Syntel, Inc. (b)

    14,931       295,484  

TeleTech Holdings, Inc.

    7,377       224,998  

Travelport Worldwide, Ltd.

    56,729       799,879  

Unisys Corp. (a) (b)

    26,228       392,109  

Virtusa Corp. (a) (b)

    11,780       295,914  
   

 

 

 
      18,454,169  
   

 

 

 
Leisure Products—0.2%  

Acushnet Holdings Corp. (a) (b)

    15,630       308,067  

Arctic Cat, Inc. (a) (b)

    7,064       106,101  

Callaway Golf Co.

    46,706       511,898  

Malibu Boats, Inc. - Class A (a) (b)

    8,768       167,293  

Nautilus, Inc. (a) (b)

    16,328       302,068  

Smith & Wesson Holding Corp. (a)

    25,637       540,428  

Sturm Ruger & Co., Inc. (b)

    8,538       449,953  
   

 

 

 
      2,385,808  
   

 

 

 
Life Sciences Tools & Services—0.6%  

Accelerate Diagnostics, Inc. (a) (b)

    11,348       235,471  

Albany Molecular Research, Inc. (a) (b)

    12,484       234,200  

Cambrex Corp. (a)

    15,180       818,961  

Enzo Biochem, Inc. (a)

    21,985       152,576  

Fluidigm Corp. (a) (b)

    16,732       121,809  

INC Research Holdings, Inc. - Class A (a)

    20,394       1,072,724  

Luminex Corp. (a)

    18,901       382,367  

Medpace Holdings, Inc. (a)

    4,563       164,587  

NanoString Technologies, Inc. (a)

    7,907       176,326  

NeoGenomics, Inc. (a)

    26,497       227,079  

Pacific Biosciences of California, Inc. (a)

    40,732       154,782  

PAREXEL International Corp. (a) (b)

    25,369       1,667,251  

PRA Health Sciences, Inc. (a)

    12,050       664,196  
   

 

 

 
      6,072,329  
   

 

 

 
Machinery—3.5%  

Actuant Corp. - Class A (b)

    28,401       737,006  

Alamo Group, Inc.

    4,629       352,267  

Albany International Corp. - Class A

    14,147       655,006  

Altra Industrial Motion Corp. (b)

    13,385       493,907  

American Railcar Industries, Inc. (b)

    4,708       213,225  

Astec Industries, Inc.

    9,004       607,410  

Barnes Group, Inc.

    23,751       1,126,272  

Briggs & Stratton Corp.

    21,617       481,194  

Chart Industries, Inc. (a) (b)

    15,307       551,358  

CIRCOR International, Inc. (b)

    7,291       473,040  

CLARCOR, Inc.

    23,160       1,910,005  

Columbus McKinnon Corp.

    10,074       272,401  

DMC Global, Inc.

    7,215       114,358  

Douglas Dynamics, Inc.

    9,877       332,361  

Energy Recovery, Inc. (a) (b)

    17,996       186,259  

EnPro Industries, Inc.

    9,829       662,081  

ESCO Technologies, Inc.

    12,540       710,391  

Federal Signal Corp.

    29,548       461,244  

Franklin Electric Co., Inc.

    21,104       820,946  

 

See accompanying notes to financial statements.

 

MSF-14


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Machinery—(Continued)  

Global Brass & Copper Holdings, Inc.

    11,099     $ 380,696  

Gorman-Rupp Co. (The) (b)

    7,300       225,935  

Graham Corp.

    5,130       113,630  

Greenbrier Cos., Inc. (The) (b)

    12,008       498,932  

Harsco Corp.

    37,700       512,720  

Hillenbrand, Inc.

    27,246       1,044,884  

Hyster-Yale Materials Handling, Inc.

    4,976       317,320  

John Bean Technologies Corp.

    13,616       1,170,295  

Joy Global, Inc.

    48,075       1,346,100  

Kadant, Inc.

    5,766       352,879  

Kennametal, Inc.

    38,584       1,206,136  

Lindsay Corp. (b)

    4,595       342,833  

Lydall, Inc. (a)

    8,342       515,953  

Manitowoc Co., Inc. (The) (a)

    63,397       379,114  

Meritor, Inc. (a)

    43,321       538,047  

Milacron Holdings Corp. (a)

    6,533       121,710  

Miller Industries, Inc.

    5,680       150,236  

Mueller Industries, Inc.

    26,115       1,043,555  

Mueller Water Products, Inc. - Class A

    76,369       1,016,471  

Navistar International Corp. (a)

    23,914       750,182  

NN, Inc. (b)

    12,696       241,859  

Proto Labs, Inc. (a)

    12,094       621,027  

RBC Bearings, Inc. (a) (b)

    10,876       1,009,402  

Rexnord Corp. (a)

    40,317       789,810  

SPX Corp. (a)

    20,781       492,925  

SPX FLOW, Inc. (a)

    17,419       558,453  

Standex International Corp.

    6,262       550,117  

Sun Hydraulics Corp.

    10,558       422,003  

Tennant Co.

    8,929       635,745  

Titan International, Inc.

    22,706       254,534  

TriMas Corp. (a)

    22,514       529,079  

Wabash National Corp. (a) (b)

    32,109       507,964  

Watts Water Technologies, Inc. - Class A

    13,118       855,294  

Woodward, Inc.

    25,737       1,777,140  
   

 

 

 
      32,433,711  
   

 

 

 
Marine—0.1%  

Matson, Inc.

    20,127       712,295  

Scorpio Bulkers, Inc. (a)

    29,948       151,237  
   

 

 

 
      863,532  
   

 

 

 
Media—1.5%  

AMC Entertainment Holdings, Inc. - Class A

    13,809       464,673  

Central European Media Enterprises, Ltd. - Class A (a) (b)

    41,350       105,443  

Daily Journal Corp. (a) (b)

    598       144,596  

Entercom Communications Corp. - Class A

    14,538       222,431  

Entravision Communications Corp. - Class A (b)

    29,645       207,515  

Eros International plc (a) (b)

    13,360       174,348  

EW Scripps Co. (The) - Class A (a) (b)

    29,695       574,004  

Gannett Co., Inc.

    57,579       559,092  

Global Eagle Entertainment, Inc. (a)

    28,412       183,542  

Gray Television, Inc. (a)

    30,714       333,247  

IMAX Corp. (a)

    28,090       882,026  

Liberty Braves Group - Class C (a)

    16,010       329,646  
Media—(Continued)  

Liberty Media Corp.-Liberty Media - Class C (a)

    22,971     719,682  

Liberty Media Corp.-Liberty Media - Class A (a)

    11,738       367,986  

Loral Space & Communications, Inc. (a) (b)

    6,669       273,763  

MDC Partners, Inc. - Class A

    25,380       166,239  

Media General, Inc. (a)

    53,348       1,004,543  

Meredith Corp. (b)

    18,346       1,085,166  

MSG Networks, Inc. - Class A (a)

    29,478       633,777  

National CineMedia, Inc. (b)

    31,052       457,396  

New Media Investment Group, Inc.

    22,310       356,737  

New York Times Co. (The) - Class A (b)

    58,218       774,299  

Nexstar Broadcasting Group, Inc. - Class A (b)

    14,830       938,739  

Reading International, Inc. - Class A (a)

    8,504       141,166  

Scholastic Corp.

    12,129       576,006  

Sinclair Broadcast Group, Inc. - Class A

    30,881       1,029,881  

Time, Inc.

    50,189       895,874  

tronc, Inc.

    14,706       203,972  

World Wrestling Entertainment, Inc. - Class A (b)

    18,113       333,279  
   

 

 

 
      14,139,068  
   

 

 

 
Metals & Mining—1.3%  

AK Steel Holding Corp. (a) (b)

    148,008       1,511,162  

Allegheny Technologies, Inc. (b)

    52,856       841,996  

Carpenter Technology Corp. (b)

    20,845       753,964  

Century Aluminum Co. (a)

    24,781       212,125  

Cliffs Natural Resources, Inc. (a) (b)

    106,868       898,760  

Coeur Mining, Inc. (a)

    85,970       781,467  

Commercial Metals Co. (b)

    53,553       1,166,384  

Ferroglobe plc (b)

    31,634       342,596  

Ferroglobe Representation & Warranty Insurance Trust (a) (b) (c)

    31,634       0  

Haynes International, Inc. (b)

    6,653       286,013  

Hecla Mining Co.

    185,576       972,418  

Kaiser Aluminum Corp.

    8,616       669,377  

Materion Corp.

    9,498       376,121  

Olympic Steel, Inc.

    4,783       115,892  

Schnitzer Steel Industries, Inc. - Class A (b)

    13,529       347,695  

Stillwater Mining Co. (a)

    56,563       911,230  

SunCoke Energy, Inc. (b)

    27,008       306,271  

TimkenSteel Corp. (a) (b)

    18,629       288,377  

Worthington Industries, Inc.

    21,960       1,041,782  
   

 

 

 
      11,823,630  
   

 

 

 
Mortgage Real Estate Investment Trusts—1.0%  

AG Mortgage Investment Trust, Inc.

    14,345       245,443  

Altisource Residential Corp. (b)

    26,537       292,968  

Anworth Mortgage Asset Corp.

    49,995       258,474  

Apollo Commercial Real Estate Finance, Inc.

    35,624       592,071  

Ares Commercial Real Estate Corp.

    11,438       157,044  

ARMOUR Residential REIT, Inc. (b)

    16,682       361,833  

Capstead Mortgage Corp.

    44,863       457,154  

Colony Capital, Inc. - Class A (b)

    52,740       1,067,985  

CYS Investments, Inc.

    74,681       577,284  

Dynex Capital, Inc.

    26,422       180,198  

 

See accompanying notes to financial statements.

 

MSF-15


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Mortgage Real Estate Investment Trusts—(Continued)  

Hannon Armstrong Sustainable Infrastructure Capital, Inc. (b)

    20,919      $ 397,252   

Invesco Mortgage Capital, Inc. (b)

    55,256        806,738   

Ladder Capital Corp.

    20,669        283,579   

Mortgage Investment Corp. (b)

    23,775        373,267   

New Residential Investment Corp.

    117,072        1,840,372   

New York Mortgage Trust, Inc. (b)

    51,471        339,709   

Orchid Island Capital, Inc. (b)

    11,326        122,661   

PennyMac Mortgage Investment Trust

    29,655        485,452   

Redwood Trust, Inc. (b)

    39,826        605,753   

Resource Capital Corp. (b)

    16,059        133,771   

Western Asset Mortgage Capital Corp.

    20,929        210,755   
   

 

 

 
      9,789,763   
   

 

 

 
Multi-Utilities—0.5%  

Avista Corp.

    30,657        1,225,973   

Black Hills Corp.

    24,978        1,532,150   

NorthWestern Corp.

    23,557        1,339,687   

Unitil Corp.

    7,429        336,831   
   

 

 

 
      4,434,641   
   

 

 

 
Multiline Retail—0.2%  

Big Lots, Inc. (b)

    21,721        1,090,611   

Fred’s, Inc. - Class A (b)

    16,936        314,332   

Ollie’s Bargain Outlet Holdings, Inc. (a) (b)

    10,284        292,580   

Tuesday Morning Corp. (a)

    21,822        117,839   
   

 

 

 
      1,815,362   
   

 

 

 
Oil, Gas & Consumable Fuels—2.3%  

Abraxas Petroleum Corp. (a)

    72,356        185,955   

Alon USA Energy, Inc.

    18,417        209,585   

Bill Barrett Corp. (a)

    16,588        115,950   

California Resources Corp. (a) (b)

    16,775        357,140   

Callon Petroleum Co. (a)

    70,686        1,086,444   

Carrizo Oil & Gas, Inc. (a)

    29,574        1,104,589   

Clayton Williams Energy, Inc. (a) (b)

    3,063        365,293   

Clean Energy Fuels Corp. (a) (b)

    51,916        148,480   

Cobalt International Energy, Inc. (a) (b)

    207,968        253,721   

Contango Oil & Gas Co. (a)

    13,006        121,476   

CVR Energy, Inc. (b)

    8,864        225,057   

Delek U.S. Holdings, Inc.

    30,748        740,104   

Denbury Resources, Inc. (a)

    174,216        641,115   

DHT Holdings, Inc.

    44,160        182,822   

EP Energy Corp. - Class A (a) (b)

    20,652        135,271   

Evolution Petroleum Corp.

    14,189        141,890   

Frontline, Ltd. (b)

    32,746        232,824   

GasLog, Ltd. (b)

    20,748        334,043   

Golar LNG, Ltd.

    44,104        1,011,746   

Green Plains, Inc.

    17,956        500,075   

International Seaways, Inc. (a)

    7,786        109,315   

Jones Energy, Inc. - Class A (a) (b)

    33,852        169,260   

Matador Resources Co. (a)

    37,202        958,324   

Nordic American Tankers, Ltd. (b)

    48,340        406,056   

Oasis Petroleum, Inc. (a) (b)

    112,465        1,702,720   

Pacific Ethanol, Inc. (a)

    17,367        164,986   

Panhandle Oil and Gas, Inc. - Class A (b)

    7,855        184,985   
Oil, Gas & Consumable Fuels—(Continued)  

Par Pacific holdings, Inc. (a) (b)

    16,282      236,740   

PDC Energy, Inc. (a)

    25,753        1,869,153   

Renewable Energy Group, Inc. (a) (b)

    22,727        220,452   

REX American Resources Corp. (a)

    2,989        295,164   

Ring Energy, Inc. (a)

    19,854        257,903   

RSP Permian, Inc. (a)

    47,196        2,105,885   

Sanchez Energy Corp. (a)

    30,771        277,862   

Scorpio Tankers, Inc.

    83,337        377,517   

SemGroup Corp. - Class A (b)

    32,021        1,336,877   

Ship Finance International, Ltd. (b)

    28,428        422,156   

Synergy Resources Corp. (a) (b)

    91,847        818,357   

Teekay Corp.

    22,735        182,562   

Teekay Tankers, Ltd. - Class A

    53,596        121,127   

Western Refining, Inc.

    36,954        1,398,709   

Westmoreland Coal Co. (a)

    9,538        168,536   
   

 

 

 
      21,878,226   
   

 

 

 
Paper & Forest Products—0.6%  

Boise Cascade Co. (a)

    18,411        414,247   

Clearwater Paper Corp. (a) (b)

    7,836        513,650   

Deltic Timber Corp. (b)

    5,314        409,550   

KapStone Paper and Packaging Corp. (b)

    39,372        868,153   

Louisiana-Pacific Corp. (a)

    69,948        1,324,116   

Neenah Paper, Inc.

    7,745        659,874   

PH Glatfelter Co. (b)

    21,278        508,331   

Schweitzer-Mauduit International, Inc.

    14,898        678,306   
   

 

 

 
      5,376,227   
   

 

 

 
Personal Products—0.3%  

Avon Products, Inc.

    215,512        1,086,180   

elf Beauty, Inc. (a) (b)

    8,102        234,472   

Inter Parfums, Inc.

    8,191        268,255   

Medifast, Inc.

    5,660        235,626   

Nutraceutical International Corp.

    4,388        153,361   

Revlon, Inc. - Class A (a) (b)

    6,172        179,914   

USANA Health Sciences, Inc. (a)

    5,606        343,087   
   

 

 

 
      2,500,895   
   

 

 

 
Pharmaceuticals—1.5%  

Aclaris Therapeutics, Inc. (a)

    5,550        150,627   

Aerie Pharmaceuticals, Inc. (a)

    14,203        537,584   

Amphastar Pharmaceuticals, Inc. (a) (b)

    18,205        335,336   

ANI Pharmaceuticals, Inc. (a)

    3,945        239,146   

Aratana Therapeutics, Inc. (a)

    17,356        124,616   

Catalent, Inc. (a)

    48,749        1,314,273   

Cempra, Inc. (a) (b)

    20,861        58,411   

Collegium Pharmaceutical, Inc. (a) (b)

    7,456        116,090   

Corcept Therapeutics, Inc. (a)

    39,100        283,866   

Depomed, Inc. (a) (b)

    31,379        565,450   

Dermira, Inc. (a)

    12,436        377,184   

Heska Corp. (a)

    3,277        234,633   

Horizon Pharma plc (a)

    78,756        1,274,272   

Impax Laboratories, Inc. (a)

    35,866        475,224   

Innoviva, Inc. (a) (b)

    40,393        432,205   

Intersect ENT, Inc. (a)

    11,434        138,351   

Intra-Cellular Therapies, Inc. (a) (b)

    16,993        256,424   

 

See accompanying notes to financial statements.

 

MSF-16


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Pharmaceuticals—(Continued)  

Lannett Co., Inc. (a) (b)

    12,710      $ 280,255   

Medicines Co. (The) (a) (b)

    32,038        1,087,370   

Nektar Therapeutics (a)

    69,236        849,526   

Omeros Corp. (a) (b)

    18,771        186,208   

Pacira Pharmaceuticals, Inc. (a)

    17,459        563,926   

Paratek Pharmaceuticals, Inc. (a)

    7,167        110,372   

Phibro Animal Health Corp. - Class A

    9,993        292,795   

Prestige Brands Holdings, Inc. (a)

    25,686        1,338,241   

Revance Therapeutics, Inc. (a) (b)

    8,949        185,244   

Sciclone Pharmaceuticals, Inc. (a)

    27,839        300,661   

Sucampo Pharmaceuticals, Inc. - Class A (a) (b)

    12,005        162,668   

Supernus Pharmaceuticals, Inc. (a)

    23,502        593,425   

Teligent, Inc. (a) (b)

    28,000        185,080   

TherapeuticsMD, Inc. (a) (b)

    70,014        403,981   

Theravance Biopharma, Inc. (a) (b)

    19,690        627,717   

WAVE Life Sciences, Ltd. (a) (b)

    4,065        106,300   

Zogenix, Inc. (a) (b)

    12,033        146,201   
   

 

 

 
      14,333,662   
   

 

 

 
Professional Services—1.3%  

Acacia Research Corp. (a)

    26,966        175,279   

Advisory Board Co. (The) (a) (b)

    20,097        668,225   

Barrett Business Services, Inc.

    3,858        247,298   

CBIZ, Inc. (a)

    24,387        334,102   

CEB, Inc.

    15,566        943,300   

CRA International, Inc.

    4,868        178,169   

Exponent, Inc.

    12,398        747,599   

Franklin Covey Co. (a)

    5,529        111,409   

FTI Consulting, Inc. (a)

    19,255        868,015   

GP Strategies Corp. (a)

    5,793        165,680   

Heidrick & Struggles International, Inc.

    9,634        232,661   

Huron Consulting Group, Inc. (a)

    10,356        524,531   

ICF International, Inc. (a)

    8,868        489,514   

Insperity, Inc. (b)

    7,461        529,358   

Kelly Services, Inc. - Class A

    14,944        342,516   

Kforce, Inc.

    12,692        293,185   

Korn/Ferry International

    28,161        828,778   

Mistras Group, Inc. (a)

    8,222        211,141   

Navigant Consulting, Inc. (a)

    21,686        567,740   

On Assignment, Inc. (a) (b)

    24,181        1,067,833   

Resources Connection, Inc. (b)

    17,930        345,153   

RPX Corp. (a)

    26,264        283,651   

TriNet Group, Inc. (a)

    19,326        495,132   

TrueBlue, Inc. (a)

    19,573        482,474   

WageWorks, Inc. (a) (b)

    17,251        1,250,698   
   

 

 

 
      12,383,441   
   

 

 

 
Real Estate Management & Development—0.5%  

Alexander & Baldwin, Inc.

    22,995        1,031,786   

Altisource Portfolio Solutions S.A. (a) (b)

    6,754        179,589   

Consolidated-Tomoka Land Co.

    2,461        131,467   

Forestar Group, Inc. (a)

    17,933        238,509   

FRP Holdings, Inc. (a)

    3,389        127,765   

HFF, Inc. - Class A

    17,641        533,640   

Kennedy-Wilson Holdings, Inc.

    38,983        799,151   
Real Estate Management & Development—(Continued)  

Marcus & Millichap, Inc. (a)

    6,463      172,691   

RE/MAX Holdings, Inc. - Class A (b)

    8,877        497,112   

RMR Group, Inc. (The) - Class A

    3,481        137,500   

St. Joe Co. (The) (a)

    25,487        484,253   

Stratus Properties, Inc. (a)

    3,293        107,846   

Tejon Ranch Co. (a)

    7,566        192,403   
   

 

 

 
      4,633,712   
   

 

 

 
Road & Rail—0.5%  

ArcBest Corp.

    12,815        354,335   

Celadon Group, Inc. (b)

    14,521        103,825   

Covenant Transportation Group, Inc. - Class A (a) (b)

    5,776        111,708   

Heartland Express, Inc. (b)

    22,410        456,268   

Knight Transportation, Inc.

    32,744        1,082,189   

Marten Transport, Ltd.

    11,626        270,886   

Roadrunner Transportation Systems, Inc. (a)

    13,855        143,953   

Saia, Inc. (a)

    11,835        522,515   

Swift Transportation Co. (a) (b)

    36,623        892,136   

Werner Enterprises, Inc. (b)

    22,043        594,059   

YRC Worldwide, Inc. (a)

    14,785        196,345   
   

 

 

 
      4,728,219   
   

 

 

 
Semiconductors & Semiconductor Equipment—3.8%  

Acacia Communications, Inc. (a) (b)

    2,652        163,761   

Advanced Energy Industries, Inc. (a)

    19,555        1,070,636   

Advanced Micro Devices, Inc. (a)

    359,193        4,073,249   

Alpha & Omega Semiconductor, Ltd. (a)

    10,203        217,018   

Ambarella, Inc. (a) (b)

    15,830        856,878   

Amkor Technology, Inc. (a)

    46,149        486,872   

Applied Micro Circuits Corp. (a)

    37,494        309,325   

Axcelis Technologies, Inc. (a)

    13,934        202,740   

Brooks Automation, Inc.

    32,611        556,670   

Cabot Microelectronics Corp.

    11,541        729,045   

Cavium, Inc. (a) (b)

    29,819        1,861,898   

Ceva, Inc. (a) (b)

    9,018        302,554   

Cirrus Logic, Inc. (a)

    28,876        1,632,649   

Cohu, Inc.

    11,848        164,687   

Diodes, Inc. (a) (b)

    18,315        470,146   

DSP Group, Inc. (a)

    11,248        146,786   

Entegris, Inc. (a)

    65,120        1,165,648   

Exar Corp. (a) (d)

    20,123        216,926   

FormFactor, Inc. (a) (b) (d)

    31,704        355,080   

Inphi Corp. (a) (b)

    19,424        866,699   

Integrated Device Technology, Inc. (a)

    64,575        1,521,387   

Intersil Corp. - Class A

    65,364        1,457,617   

IXYS Corp.

    13,771        163,875   

Lattice Semiconductor Corp. (a)

    55,774        410,497   

MACOM Technology Solutions Holdings, Inc. (a) (b)

    10,997        508,941   

MaxLinear, Inc. - Class A (a)

    26,699        582,038   

Microsemi Corp. (a)

    53,406        2,882,322   

MKS Instruments, Inc.

    25,868        1,536,559   

Monolithic Power Systems, Inc. (b)

    18,931        1,551,017   

Nanometrics, Inc. (a)

    12,771        320,041   

NeoPhotonics Corp. (a)

    14,422        155,902   

 

See accompanying notes to financial statements.

 

MSF-17


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Semiconductors & Semiconductor Equipment—(Continued)  

NVE Corp.

    2,605     $ 186,075  

PDF Solutions, Inc. (a) (b)

    13,631       307,379  

Photronics, Inc. (a)

    30,362       343,091  

Power Integrations, Inc.

    13,771       934,362  

Rambus, Inc. (a) (b)

    49,965       688,018  

Rudolph Technologies, Inc. (a)

    13,085       305,535  

Semtech Corp. (a)

    29,669       936,057  

Silicon Laboratories, Inc. (a)

    19,814       1,287,910  

Synaptics, Inc. (a)

    17,366       930,470  

Tessera Holding Corp. (b)

    24,436       1,080,071  

Ultra Clean Holdings, Inc. (a)

    16,793       162,892  

Ultratech, Inc. (a)

    9,957       238,769  

Veeco Instruments, Inc. (a)

    20,425       595,389  

Xcerra Corp. (a)

    26,473       202,254  
   

 

 

 
      35,137,735  
   

 

 

 
Software—3.4%  

8x8, Inc. (a)

    41,065       587,230  

A10 Networks, Inc. (a)

    21,727       180,551  

ACI Worldwide, Inc. (a)

    53,497       970,971  

American Software, Inc. - Class A

    12,761       131,821  

Aspen Technology, Inc. (a) (d)

    37,022       2,024,363  

Barracuda Networks, Inc. (a) (b)

    11,138       238,687  

Blackbaud, Inc. (b)

    22,367       1,431,488  

Blackline, Inc. (a) (b)

    8,835       244,111  

Bottomline Technologies de, Inc. (a) (b)

    19,170       479,633  

BroadSoft, Inc. (a) (b)

    14,701       606,416  

Callidus Software, Inc. (a) (b)

    28,634       481,051  

CommVault Systems, Inc. (a)

    18,850       968,890  

Digimarc Corp. (a)

    3,943       118,290  

Ebix, Inc. (b)

    12,122       691,560  

Ellie Mae, Inc. (a)

    15,728       1,316,119  

Fair Isaac Corp.

    14,308       1,705,800  

Gigamon, Inc. (a) (b)

    15,887       723,653  

Globant S.A. (a) (b)

    12,602       420,277  

Glu Mobile, Inc. (a) (b)

    56,662       109,924  

HubSpot, Inc. (a)

    14,089       662,183  

Imperva, Inc. (a)

    14,007       537,869  

Jive Software, Inc. (a)

    29,952       130,291  

Mentor Graphics Corp. (b)

    52,058       1,920,420  

MicroStrategy, Inc. - Class A (a)

    4,589       905,869  

Monotype Imaging Holdings, Inc.

    18,592       369,051  

Paycom Software, Inc. (a) (b)

    21,414       974,123  

Paylocity Holding Corp. (a)

    10,675       320,357  

Pegasystems, Inc.

    16,572       596,592  

Progress Software Corp.

    23,712       757,124  

Proofpoint, Inc. (a) (b)

    19,783       1,397,669  

PROS Holdings, Inc. (a) (b)

    10,832       233,105  

QAD, Inc. - Class A

    4,798       145,859  

Qualys, Inc. (a)

    13,378       423,414  

Rapid7, Inc. (a)

    10,207       124,219  

RealPage, Inc. (a)

    27,401       822,030  

RingCentral, Inc. - Class A (a)

    28,664       590,478  

Rubicon Project, Inc. (The) (a)

    18,549       137,634  

Sapiens International Corp. NV

    11,949       171,349  

Silver Spring Networks, Inc. (a)

    17,691       235,467  
Software—(Continued)  

Synchronoss Technologies, Inc. (a)

    19,823     759,221  

Take-Two Interactive Software, Inc. (a)

    39,881       1,965,734  

Tangoe, Inc. (a)

    9,777       77,043  

Telenav, Inc. (a)

    16,939       119,420  

TiVo Corp. (a) (b)

    54,357       1,136,061  

Varonis Systems, Inc. (a)

    5,014       134,375  

VASCO Data Security International, Inc. (a)

    15,031       205,173  

Verint Systems, Inc. (a)

    28,969       1,021,157  

Workiva, Inc. (a)

    11,206       152,962  

Zendesk, Inc. (a)

    39,450       836,340  

Zix Corp. (a)

    28,558       141,077  
   

 

 

 
      31,434,501  
   

 

 

 
Specialty Retail—2.3%  

Aaron’s, Inc.

    32,279       1,032,605  

Abercrombie & Fitch Co. - Class A (b)

    32,535       390,420  

America’s Car-Mart, Inc. (a)

    3,580       156,625  

American Eagle Outfitters, Inc. (b)

    80,529       1,221,625  

Asbury Automotive Group, Inc. (a)

    9,029       557,089  

Ascena Retail Group, Inc. (a) (b)

    79,891       494,525  

Barnes & Noble Education, Inc. (a)

    20,589       236,156  

Barnes & Noble, Inc. (b)

    31,637       352,753  

Big 5 Sporting Goods Corp. (b)

    9,615       166,820  

Buckle, Inc. (The) (b)

    14,188       323,486  

Caleres, Inc.

    20,189       662,603  

Camping World Holdings, Inc. - Class A

    8,880       289,399  

Cato Corp. (The) - Class A

    13,930       419,014  

Chico’s FAS, Inc.

    60,613       872,221  

Children’s Place, Inc. (The) (b)

    8,817       890,076  

Citi Trends, Inc.

    8,551       161,101  

Conn’s, Inc. (a) (b)

    11,086       140,238  

DSW, Inc. - Class A (b)

    33,068       748,990  

Express, Inc. (a)

    37,753       406,222  

Finish Line, Inc. (The) - Class A (b)

    20,123       378,514  

Five Below, Inc. (a) (b)

    25,874       1,033,925  

Francesca’s Holdings Corp. (a) (b)

    18,782       338,640  

Genesco, Inc. (a) (b)

    10,535       654,224  

GNC Holdings, Inc. - Class A (b)

    33,443       369,211  

Group 1 Automotive, Inc. (b)

    9,411       733,493  

Guess?, Inc.

    30,485       368,869  

Haverty Furniture Cos., Inc.

    10,391       246,267  

Hibbett Sports, Inc. (a) (b)

    10,209       380,796  

Kirkland’s, Inc. (a)

    7,993       123,971  

Lithia Motors, Inc. - Class A (b)

    11,630       1,126,133  

Lumber Liquidators Holdings, Inc. (a) (b)

    13,856       218,093  

MarineMax, Inc. (a) (b)

    12,696       245,668  

Monro Muffler Brake, Inc. (b)

    15,070       862,004  

Office Depot, Inc.

    270,619       1,223,198  

Party City Holdco, Inc. (a) (b)

    13,656       193,915  

Pier 1 Imports, Inc.

    35,527       303,401  

Rent-A-Center, Inc.

    21,277       239,366  

Restoration Hardware Holding (a)

    19,129       587,260  

Select Comfort Corp. (a) (b)

    24,198       547,359  

Shoe Carnival, Inc. (b)

    8,227       221,964  

Sonic Automotive, Inc. - Class A

    14,688       336,355  

Sportsman’s Warehouse Holdings, Inc. (a) (b)

    14,062       132,042  

 

See accompanying notes to financial statements.

 

MSF-18


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Specialty Retail—(Continued)  

Tailored Brands, Inc.

    22,434      $ 573,189   

Tile Shop Holdings, Inc. (a)

    14,624        285,899   

Vitamin Shoppe, Inc. (a) (b)

    12,621        299,749   

Winmark Corp.

    1,140        143,811   

Zumiez, Inc. (a) (b)

    10,452        228,376   
   

 

 

 
      21,917,660   
   

 

 

 
Technology Hardware, Storage & Peripherals—0.5%  

3D Systems Corp. (a) (b)

    52,340        695,599   

Cray, Inc. (a)

    19,290        399,303   

Diebold Nixdorf, Inc.

    34,285        862,268   

Eastman Kodak Co. (a)

    9,487        147,048   

Electronics for Imaging, Inc. (a) (b)

    22,186        973,078   

Immersion Corp. (a) (b)

    15,004        159,493   

Nimble Storage, Inc. (a) (b)

    31,351        248,300   

Pure Storage, Inc. - Class A (a) (b)

    30,203        341,596   

Stratasys, Ltd. (a)

    23,667        391,452   

Super Micro Computer, Inc. (a)

    17,788        498,953   
   

 

 

 
      4,717,090   
   

 

 

 
Textiles, Apparel & Luxury Goods—0.7%  

Columbia Sportswear Co. (b)

    13,362        779,005   

Crocs, Inc. (a) (d)

    36,244        248,634   

Culp, Inc.

    4,697        174,494   

Deckers Outdoor Corp. (a)

    14,873        823,816   

Fossil Group, Inc. (a) (b)

    20,656        534,164   

G-III Apparel Group, Ltd. (a) (b)

    21,024        621,469   

Iconix Brand Group, Inc. (a)

    23,416        218,705   

Movado Group, Inc.

    7,984        229,540   

Oxford Industries, Inc. (b)

    7,657        460,415   

Perry Ellis International, Inc. (a)

    7,318        182,291   

Steven Madden, Ltd. (a)

    30,077        1,075,253   

Unifi, Inc. (a) (b)

    7,892        257,516   

Vera Bradley, Inc. (a)

    10,263        120,282   

Wolverine World Wide, Inc. (b)

    45,644        1,001,886   
   

 

 

 
      6,727,470   
   

 

 

 
Thrifts & Mortgage Finance—2.3%  

Astoria Financial Corp.

    45,250        843,913   

Bank Mutual Corp.

    22,673        214,260   

BankFinancial Corp.

    8,210        121,672   

Beneficial Bancorp, Inc.

    32,692        601,533   

BofI Holding, Inc. (a) (b)

    28,164        804,082   

BSB Bancorp, Inc. (a)

    4,295        124,340   

Capitol Federal Financial, Inc. (b)

    59,838        984,933   

Charter Financial Corp.

    7,188        119,824   

Clifton Bancorp, Inc.

    13,646        230,890   

Dime Community Bancshares, Inc. (b)

    15,501        311,570   

Essent Group, Ltd. (a)

    36,651        1,186,393   

EverBank Financial Corp.

    50,515        982,517   

Federal Agricultural Mortgage Corp. - Class C

    4,263        244,142   

First Defiance Financial Corp.

    5,038        255,628   

Flagstar Bancorp, Inc. (a) (b)

    9,133        246,043   

Hingham Institution for Savings

    716        140,894   

Home Bancorp, Inc.

    3,034        117,143   

HomeStreet, Inc. (a) (b)

    10,511        332,148   
Thrifts & Mortgage Finance—(Continued)  

Kearny Financial Corp.

    43,899      682,629   

LendingTree, Inc. (a) (b)

    2,772        280,942   

Meridian Bancorp, Inc.

    20,622        389,756   

Meta Financial Group, Inc.

    4,218        434,032   

MGIC Investment Corp. (a)

    157,888        1,608,879   

Nationstar Mortgage Holdings, Inc. (a) (b)

    13,208        238,536   

NMI Holdings, Inc. - Class A (a)

    20,655        219,976   

Northfield Bancorp, Inc.

    19,366        386,739   

Northwest Bancshares, Inc. (b)

    47,880        863,276   

OceanFirst Financial Corp.

    12,572        377,537   

Ocwen Financial Corp. (a) (b)

    51,713        278,733   

Oritani Financial Corp. (b)

    16,857        316,069   

PennyMac Financial Services, Inc. - Class A (a)

    7,300        121,545   

PHH Corp. (a)

    24,884        377,241   

Provident Financial Services, Inc.

    29,105        823,672   

Radian Group, Inc.

    99,468        1,788,435   

Territorial Bancorp, Inc.

    4,282        140,621   

TrustCo Bank Corp.

    45,137        394,949   

United Community Financial Corp.

    24,319        217,412   

United Financial Bancorp, Inc.

    21,901        397,722   

Walker & Dunlop, Inc. (a)

    12,545        391,404   

Washington Federal, Inc.

    43,725        1,501,954   

Waterstone Financial, Inc.

    10,900        200,560   

Western New England Bancorp, Inc. (b)

    13,397        125,262   

WSFS Financial Corp.

    14,223        659,236   
   

 

 

 
      21,079,042   
   

 

 

 
Tobacco—0.2%  

Universal Corp.

    10,350        659,812   

Vector Group, Ltd. (b)

    44,917        1,021,413   
   

 

 

 
      1,681,225   
   

 

 

 
Trading Companies & Distributors—1.0%  

Aircastle, Ltd.

    23,576        491,560   

Applied Industrial Technologies, Inc.

    17,771        1,055,597   

Beacon Roofing Supply, Inc. (a)

    28,993        1,335,708   

BMC Stock Holdings, Inc. (a)

    26,965        525,817   

DXP Enterprises, Inc. (a)

    6,978        242,416   

GATX Corp. (b)

    19,980        1,230,368   

H&E Equipment Services, Inc. (b)

    15,412        358,329   

Kaman Corp. (b)

    13,043        638,194   

MRC Global, Inc. (a)

    44,689        905,399   

NOW, Inc. (a) (b)

    48,295        988,599   

Rush Enterprises, Inc. - Class A (a)

    12,945        412,945   

SiteOne Landscape Supply, Inc. (a)

    5,340        185,458   

Titan Machinery, Inc. (a)

    9,306        135,588   

Triton International, Ltd. (b)

    20,087        317,375   

Univar, Inc. (a)

    21,106        598,777   

Veritiv Corp. (a)

    3,938        211,668   
   

 

 

 
      9,633,798   
   

 

 

 
Water Utilities—0.3%  

American States Water Co.

    16,817        766,183   

Artesian Resources Corp. - Class A

    3,766        120,286   

California Water Service Group

    22,665        768,344   

 

See accompanying notes to financial statements.

 

MSF-19


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares/
Principal
Amount*
    Value  
Water Utilities—(Continued)  

Connecticut Water Service, Inc.

    4,871      $ 272,045   

Middlesex Water Co.

    7,497        321,921   

SJW Group

    7,394        413,916   

York Water Co. (The)

    6,695        255,749   
   

 

 

 
      2,918,444   
   

 

 

 
Wireless Telecommunication Services—0.1%  

Boingo Wireless, Inc. (a) (b)

    17,390        211,984   

Shenandoah Telecommunications Co. (b)

    22,906        625,334   

Spok Holdings, Inc.

    11,723        243,252   
   

 

 

 
      1,080,570   
   

 

 

 

Total Common Stocks
(Cost $616,748,416)

      889,078,073   
   

 

 

 
Mutual Fund—1.8%   
Investment Company Security—1.8%  

iShares Russell 2000 Index Fund (b)
(Cost $15,565,590)

    123,400        16,640,490   
   

 

 

 
Rights—0.0%   
Biotechnology—0.0%  

Dyax Corp.,
Expires 12/31/19 (a) (c) (e)

    69,204        169,550   

Tobira Therapeutics, Inc.,
Expires 12/31/28 (a) (c) (e)

    4,660        64,028   
   

 

 

 
      233,578   
   

 

 

 
Machinery—0.0%  

Gerber Scientific, Inc. (a) (c)

    14,024        0   
   

 

 

 
Wireless Telecommunication Services—0.0%  

Leap Wireless International, Inc.,
Expires 03/13/17 (a) (c) (e)

    27,485        69,262   
   

 

 

 

Total Rights
(Cost $210,106)

      302,840   
   

 

 

 
Short-Term Investments—2.9%   
Discount Notes—0.6%  

Federal Home Loan Bank
0.328%, 01/13/17 (f)

    100,000        99,989   

0.418%, 01/25/17 (f)

    500,000        499,884   

0.456%, 03/24/17 (f)

    3,375,000        3,371,099   

0.487%, 01/04/17 (f)

    900,000        899,990   

0.533%, 02/27/17 (f)

    775,000        774,408   
   

 

 

 
      5,645,370   
   

 

 

 
U.S. Treasury—2.3%  

U.S. Treasury Bills
0.255%, 01/05/17 (f)

    2,150,000        2,149,957   

0.323%, 01/26/17 (f)

    11,300,000        11,296,960   

0.407%, 03/16/17 (f)

    4,425,000        4,420,575   
U.S. Treasury—(Continued)  

U.S. Treasury Bills
0.430%, 02/16/17 (f)

    3,750,000      3,747,983   
   

 

 

 
      21,615,475   
   

 

 

 

Total Short-Term Investments
(Cost $27,262,197)

      27,260,845   
   

 

 

 
Securities Lending Reinvestments (g)—21.3%   
Certificates of Deposit—9.3%  

Barclays New York
0.894%, 02/10/17 (h)

    3,500,000        3,501,132   

Chiba Bank, Ltd., New York
0.950%, 02/02/17

    1,500,000        1,500,207   

Cooperative Rabobank UA New York
1.278%, 10/13/17 (h)

    2,500,000        2,500,563   

Credit Agricole Corporate and Investment Bank
1.274%, 04/12/17 (h)

    5,000,000        5,003,945   

Credit Industriel et Commercial
1.245%, 04/05/17 (h)

    2,000,000        2,001,080   

Credit Suisse AG New York
1.335%, 04/03/17 (h)

    2,300,000        2,300,504   

1.364%, 04/11/17 (h)

    1,500,000        1,500,327   

DG Bank New York
0.940%, 01/12/17

    3,000,000        3,000,159   

0.950%, 01/03/17

    1,500,000        1,500,011   

DNB NOR Bank ASA
1.130%, 07/28/17 (h)

    2,200,000        2,199,615   

DZ Bank London
0.990%, 03/01/17

    2,000,000        2,000,420   

ING Bank NV
1.265%, 04/18/17 (h)

    4,500,000        4,508,249   

KBC Bank NV
1.000%, 01/04/17

    1,500,000        1,500,000   

1.050%, 01/17/17

    3,400,000        3,400,408   

KBC Brussells
1.050%, 01/27/17

    2,900,000        2,900,551   

Landesbank Hessen-Thüringen London
Zero Coupon, 01/24/17

    1,995,411        1,999,140   

Mitsubishi UFJ Trust and Banking Corp.
1.364%, 04/11/17 (h)

    4,000,000        4,001,892   

Mizuho Bank, Ltd., New York
1.395%, 04/11/17 (h)

    4,000,000        4,001,204   

1.436%, 04/18/17 (h)

    2,100,000        2,100,659   

National Australia Bank London
1.034%, 05/02/17 (h)

    3,500,000        3,503,304   

National Bank of Canada
0.650%, 01/06/17

    1,500,000        1,500,060   

Natixis New York
1.262%, 04/07/17 (h)

    2,000,000        2,000,802   

Rabobank London
1.281%, 10/13/17 (h)

    2,000,000        2,004,797   

Royal Bank of Canada New York
1.145%, 04/04/17 (h)

    2,500,000        2,499,358   

1.281%, 10/13/17 (h)

    3,000,000        3,002,325   

 

See accompanying notes to financial statements.

 

MSF-20


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (g)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Certificates of Deposit—(Continued)  

Sumitomo Bank New York
1.215%, 05/05/17 (h)

    750,000     $ 751,249  

Sumitomo Mitsui Banking Corp. New York
1.352%, 04/07/17 (h)

    2,000,000       2,001,020  

1.395%, 04/12/17 (h)

    2,000,000       2,002,281  

Sumitomo Mitsui Trust Bank, Ltd., New York
1.351%, 04/26/17 (h)

    3,750,000       3,750,442  

1.364%, 04/10/17 (h)

    2,500,000       2,500,967  

Svenska Handelsbanken New York
1.266%, 05/18/17 (h)

    4,000,000       4,000,696  

UBS, Stamford
1.084%, 05/12/17 (h)

    1,800,000       1,799,863  

Wells Fargo Bank San Francisco N.A.
1.231%, 04/26/17 (h)

    2,200,000       2,200,616  

1.264%, 10/26/17 (h)

    2,100,000       2,101,434  
   

 

 

 
      87,039,280  
   

 

 

 
Commercial Paper—4.9%  

ABN AMRO Funding USA
0.910%, 01/11/17

    2,494,313       2,499,222  

Atlantic Asset Securitization LLC
0.990%, 01/12/17

    997,525       999,676  

Barton Capital Corp.
0.870%, 01/12/17

    5,996,955       5,998,506  

Commonwealth Bank Australia
1.236%, 10/23/17 (h)

    2,500,000       2,501,405  

Den Norske ASA
1.206%, 04/27/17 (h)

    2,200,000       2,200,117  

Erste Abwicklungsanstalt
1.014%, 03/10/17 (h)

    1,900,000       1,900,011  

HSBC plc
1.216%, 04/25/17 (h)

    5,100,000       5,099,781  

Macquarie Bank, Ltd.
0.930%, 01/19/17

    1,496,435       1,499,075  

0.950%, 01/03/17

    997,678       999,893  

1.160%, 03/20/17

    1,994,136       1,995,009  

Ridgefield Funding Co. LLC
1.000%, 01/03/17

    1,995,000       1,999,886  

Sheffield Receivables Co.
1.050%, 01/06/17

    2,991,775       2,999,610  

Starbird Funding Corp.
0.930%, 02/10/17

    4,488,375       4,495,684  

Toronto Dominion Holding Corp.
0.600%, 01/05/17

    2,996,900       2,999,664  

Versailles Commercial Paper LLC
1.000%, 01/31/17

    997,333       999,248  

1.050%, 01/17/17

    1,644,995       1,649,262  

Victory Receivables Corp.
1.050%, 01/04/17

    1,744,947       1,749,876  

Westpac Banking Corp.
1.232%, 10/20/17 (h)

    3,400,000       3,405,937  
   

 

 

 
      45,991,862  
   

 

 

 
Repurchase Agreements—6.2%  

Citigroup Global Markets, Ltd.
Repurchase Agreement dated 12/29/16 at 0.710% to be repurchased at $1,400,138 on 01/03/17, collateralized by $1,412,231 U.S. Treasury and Foreign Obligations with rates ranging from 1.750% - 2.750%, maturity dates ranging from 10/15/19 - 11/15/23, with a value of $1,428,000.

    1,400,000     1,400,000  

Deutsche Bank AG, London
Repurchase Agreement dated 12/30/16 at 0.950% to be repurchased at $900,095 on 01/03/17, collateralized by $918,810 Foreign Obligations with rates ranging from 1.750% - 2.500%, maturity dates ranging from 09/05/19 - 11/20/24, with a value of $918,005.

    900,000       900,000  

Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $12,305,810 on 01/03/17, collateralized by various Common Stock with a value of $13,672,127.

    12,300,000       12,300,000  

Deutsche Bank Securities, Inc.
Repurchase Agreement dated 10/18/16 at 1.110% to be repurchased at $4,016,773 on 03/03/17, collateralized by various Common Stock with a value of $4,400,000.

    4,000,000       4,000,000  

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $4,523,787 on 01/03/17, collateralized by $23,279,103 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $4,614,027.

    4,523,556       4,523,556  

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/27/16 at 0.580% to be repurchased at $1,700,192 on 01/03/17, collateralized by $1,681,904 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $1,734,879.

    1,700,000       1,700,000  

Repurchase Agreement dated 12/15/16 at 0.600% to be repurchased at $4,001,467 on 01/06/17, collateralized by $3,957,421 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $4,082,067.

    4,000,000       4,000,000  

Merrill Lynch, Pierce, Fenner & Smith, Inc. Repurchase Agreement dated 10/26/16 at 1.160% to be repurchased at $3,517,932 on 04/03/17, collateralized by various Common Stock with a value of $3,850,000.

    3,500,000       3,500,000  

 

See accompanying notes to financial statements.

 

MSF-21


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (g)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Repurchase Agreements—(Continued)  

Natixis

   

Repurchase Agreement dated 12/30/16 at 0.600% to be repurchased at $5,000,333 on 01/03/17, collateralized by $8,978,822 U.S. Government Agency and Treasury Obligations with rates ranging from 0.996% - 7.000%, maturity dates ranging from 01/15/20 - 12/01/46, with a value of $5,100,340.

    5,000,000     $ 5,000,000  

Repurchase Agreement dated 12/28/16 at 0.750% to be repurchased at $10,001,667 on 01/05/17, collateralized by $16,050,693 U.S. Government Agency and Treasury Obligations with rates ranging from 0.000% - 4.672%, maturity dates ranging from 01/31/17 - 09/16/58, with a value of $10,201,254.

    10,000,000       10,000,000  

Repurchase Agreement dated 12/27/16 at 0.850% to be repurchased at $5,000,826 on 01/03/17, collateralized by $8,025,347 U.S. Government Agency and Treasury Obligations with rates ranging from 0.000% - 4.672%, maturity dates ranging from 01/31/17 - 09/16/58, with a value of $5,100,627.

    5,000,000       5,000,000  

Pershing LLC
Repurchase Agreement dated 12/30/16 at 0.680% to be repurchased at $5,000,378 on 01/03/17, collateralized by $7,336,822 U.S. Government Agency Obligations with rates ranging from 0.625% - 11.018%, maturity dates ranging from 01/17/17 - 08/20/66, with a value of $5,100,000.

    5,000,000       5,000,000  
   

 

 

 
      57,323,556  
   

 

 

 
Time Deposits—0.9%  

OP Corporate Bank plc
1.010%, 01/04/17

    2,300,000       2,300,000  

1.200%, 01/23/17

    2,000,000       2,000,000  
Time Deposits—(Continued)  

Shinkin Central Bank
1.200%, 01/27/17

    700,000     700,000  

1.220%, 01/26/17

    3,000,000       3,000,000  
   

 

 

 
      8,000,000  
   

 

 

 

Total Securities Lending Reinvestments
(Cost $198,308,645)

      198,354,698  
   

 

 

 

Total Investments—121.3%
(Cost $858,094,954) (i)

      1,131,636,946  

Other assets and liabilities (net)—(21.3)%

      (198,452,681
   

 

 

 
Net Assets—100.0%     $ 933,184,265  
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) Non-income producing security.
(b) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $191,083,221 and the collateral received consisted of cash in the amount of $198,255,332. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(c) Illiquid security. As of December 31, 2016, these securities represent 0.0% of net assets.
(d) All or a portion of the security was pledged as collateral against open futures contracts. As of December 31, 2016, the market value of securities pledged was $3,270,934.
(e) Security was valued in good faith under procedures approved by the Board of Trustees. As of December 31, 2016, these securities represent less than 0.05% of net assets.
(f) The rate shown represents current yield to maturity.
(g) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(h) Variable or floating rate security. The stated rate represents the rate at December 31, 2016.
(i) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $862,343,877. The aggregate unrealized appreciation and depreciation of investments were $316,383,597 and $(47,090,528), respectively, resulting in net unrealized appreciation of $269,293,069 for federal income tax purposes.

Futures Contracts

 

Futures Contracts—Long

   Expiration
Date
     Number
of
Contracts
     Notional
Amount
     Unrealized
Depreciation
 

Russell 2000 Mini Index Futures

     03/17/17        394        USD        27,310,606      $ (579,676
              

 

 

 

 

(USD)— United States Dollar

 

See accompanying notes to financial statements.

 

MSF-22


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Fair Value Hierarchy

 

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2      Level 3      Total  
Common Stocks   

Aerospace & Defense

   $ 14,201,921       $ —         $ —         $ 14,201,921   

Air Freight & Logistics

     4,954,570         —           —           4,954,570   

Airlines

     3,368,545         —           —           3,368,545   

Auto Components

     11,266,399         —           —           11,266,399   

Automobiles

     387,934         —           —           387,934   

Banks

     105,363,461         —           —           105,363,461   

Beverages

     1,861,313         —           —           1,861,313   

Biotechnology

     36,271,375         —           —           36,271,375   

Building Products

     10,366,437         —           —           10,366,437   

Capital Markets

     12,002,222         —           —           12,002,222   

Chemicals

     22,225,670         —           —           22,225,670   

Commercial Services & Supplies

     22,167,623         —           —           22,167,623   

Communications Equipment

     16,284,772         —           —           16,284,772   

Construction & Engineering

     8,515,992         —           —           8,515,992   

Construction Materials

     2,472,153         —           —           2,472,153   

Consumer Finance

     4,919,290         —           —           4,919,290   

Containers & Packaging

     1,328,510         —           —           1,328,510   

Distributors

     985,269         —           —           985,269   

Diversified Consumer Services

     9,313,575         —           —           9,313,575   

Diversified Financial Services

     712,029         —           —           712,029   

Diversified Telecommunication Services

     5,522,691         —           —           5,522,691   

Electric Utilities

     10,000,890         —           —           10,000,890   

Electrical Equipment

     6,305,922         —           —           6,305,922   

Electronic Equipment, Instruments & Components

     25,385,120         —           —           25,385,120   

Energy Equipment & Services

     11,112,144         —           —           11,112,144   

Equity Real Estate Investment Trusts

     67,082,811         —           —           67,082,811   

Food & Staples Retailing

     5,247,182         —           —           5,247,182   

Food Products

     12,700,336         —           —           12,700,336   

Gas Utilities

     10,574,789         —           —           10,574,789   

Health Care Equipment & Supplies

     28,016,151         —           —           28,016,151   

Health Care Providers & Services

     18,722,554         —           —           18,722,554   

Health Care Technology

     3,911,670         —           —           3,911,670   

Hotels, Restaurants & Leisure

     26,969,794         —           —           26,969,794   

Household Durables

     11,174,608         —           —           11,174,608   

Household Products

     2,490,468         —           —           2,490,468   

Independent Power and Renewable Electricity Producers

     4,265,897         —           —           4,265,897   

 

See accompanying notes to financial statements.

 

MSF-23


Metropolitan Series Fund

Russell 2000 Index Portfolio

Schedule of Investments as of December 31, 2016

Fair Value Hierarchy—(Continued)

 

Description    Level 1     Level 2     Level 3      Total  

Industrial Conglomerates

   $ 470,182      $ —        $ —         $ 470,182   

Insurance

     21,639,518        —          —           21,639,518   

Internet & Direct Marketing Retail

     4,767,966        —          —           4,767,966   

Internet Software & Services

     19,374,390        —          —           19,374,390   

IT Services

     18,454,169        —          —           18,454,169   

Leisure Products

     2,385,808        —          —           2,385,808   

Life Sciences Tools & Services

     6,072,329        —          —           6,072,329   

Machinery

     32,433,711        —          —           32,433,711   

Marine

     863,532        —          —           863,532   

Media

     14,139,068        —          —           14,139,068   

Metals & Mining

     11,823,630        0        —           11,823,630   

Mortgage Real Estate Investment Trusts

     9,789,763        —          —           9,789,763   

Multi-Utilities

     4,434,641        —          —           4,434,641   

Multiline Retail

     1,815,362        —          —           1,815,362   

Oil, Gas & Consumable Fuels

     21,878,226        —          —           21,878,226   

Paper & Forest Products

     5,376,227        —          —           5,376,227   

Personal Products

     2,500,895        —          —           2,500,895   

Pharmaceuticals

     14,333,662        —          —           14,333,662   

Professional Services

     12,383,441        —          —           12,383,441   

Real Estate Management & Development

     4,633,712        —          —           4,633,712   

Road & Rail

     4,728,219        —          —           4,728,219   

Semiconductors & Semiconductor Equipment

     35,137,735        —          —           35,137,735   

Software

     31,434,501        —          —           31,434,501   

Specialty Retail

     21,917,660        —          —           21,917,660   

Technology Hardware, Storage & Peripherals

     4,717,090        —          —           4,717,090   

Textiles, Apparel & Luxury Goods

     6,727,470        —          —           6,727,470   

Thrifts & Mortgage Finance

     21,079,042        —          —           21,079,042   

Tobacco

     1,681,225        —          —           1,681,225   

Trading Companies & Distributors

     9,633,798        —          —           9,633,798   

Water Utilities

     2,918,444        —          —           2,918,444   

Wireless Telecommunication Services

     1,080,570        —          —           1,080,570   

Total Common Stocks

     889,078,073        0        —           889,078,073   

Total Mutual Fund

     16,640,490        —          —           16,640,490   

Total Rights*

     —          —          302,840         302,840   
Short-Term Investments          

Discount Notes

     —          5,645,370        —           5,645,370   

U.S. Treasury

     —          21,615,475        —           21,615,475   

Total Short-Term Investments

     —          27,260,845        —           27,260,845   

Total Securities Lending Reinvestments*

     —          198,354,698        —           198,354,698   

Total Investments

   $ 905,718,563      $ 225,615,543      $ 302,840       $ 1,131,636,946   
                                   

Collateral for Securities Loaned (Liability)

   $ —        $ (198,255,332   $ —         $ (198,255,332
Futures Contracts   

Futures Contracts (Unrealized Depreciation)

   $ (579,676   $ —        $ —         $ (579,676

 

* See Schedule of Investments for additional detailed categorizations.

Level 3 investments at the beginning and/or end of the period in relation to net assets were not significant and accordingly, a reconciliation of Level 3 assets for the year ended December 31, 2016 is not presented.

 

See accompanying notes to financial statements.

 

MSF-24


Metropolitan Series Fund

Russell 2000 Index Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

  

Investments at value (a) (b)

   $ 1,131,636,946  

Receivable for:

  

Investments sold

     2,369,818  

Fund shares sold

     806,977  

Dividends

     1,084,565  

Prepaid expenses

     2,359  
  

 

 

 

Total Assets

     1,135,900,665  

Liabilities

  

Due to custodian

     36,579  

Collateral for securities loaned

     198,255,332  

Payables for:

  

Investments purchased

     270,760  

Fund shares redeemed

     3,433,891  

Variation margin on futures contracts

     112,290  

Accrued Expenses:

  

Management fees

     196,486  

Distribution and service fees

     92,852  

Deferred trustees’ fees

     92,334  

Other expenses

     225,876  
  

 

 

 

Total Liabilities

     202,716,400  
  

 

 

 

Net Assets

   $ 933,184,265  
  

 

 

 

Net Assets Consist of:

  

Paid in surplus

   $ 614,738,887  

Undistributed net investment income

     10,559,888  

Accumulated net realized gain

     34,923,174  

Unrealized appreciation on investments and futures contracts

     272,962,316  
  

 

 

 

Net Assets

   $ 933,184,265  
  

 

 

 

Net Assets

  

Class A

   $ 513,697,498  

Class B

     246,628,555  

Class E

     27,781,172  

Class G

     145,077,040  

Capital Shares Outstanding*

  

Class A

     25,404,905  

Class B

     12,479,218  

Class E

     1,382,229  

Class G

     7,365,285  

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 20.22  

Class B

     19.76  

Class E

     20.10  

Class G

     19.70  

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $858,094,954.
(b) Includes securities loaned at value of $191,083,221.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

  

Dividends (a)

   $ 11,877,341  

Interest

     79,231  

Securities lending income

     2,141,938  

Other income (b)

     138,925  
  

 

 

 

Total investment income

     14,237,435  

Expenses

  

Management fees

     2,085,793  

Administration fees

     27,262  

Custodian and accounting fees

     87,080  

Distribution and service fees—Class B

     558,938  

Distribution and service fees—Class E

     37,179  

Distribution and service fees—Class G

     383,821  

Audit and tax services

     45,570  

Legal

     33,031  

Trustees’ fees and expenses

     45,248  

Shareholder reporting

     167,410  

Insurance

     5,790  

Miscellaneous

     73,889  
  

 

 

 

Total expenses

     3,551,011  

Less management fee waiver

     (16,716
  

 

 

 

Net expenses

     3,534,295  
  

 

 

 

Net Investment Income

     10,703,140  
  

 

 

 

Net Realized and Unrealized Gain

  
Net realized gain on:   

Investments

     36,278,253  

Futures contracts

     5,225,254  
  

 

 

 

Net realized gain

     41,503,507  
  

 

 

 
Net change in unrealized appreciation (depreciation) on:   

Investments

     114,414,260  

Futures contracts

     (467,010

Foreign currency transactions

     5  
  

 

 

 

Net change in unrealized appreciation

     113,947,255  
  

 

 

 

Net realized and unrealized gain

     155,450,762  
  

 

 

 

Net Increase in Net Assets From Operations

   $ 166,153,902  
  

 

 

 

 

(a) Net of foreign withholding taxes of $4,299.
(b) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-25


Metropolitan Series Fund

Russell 2000 Index Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

    

From Operations

    

Net investment income

   $ 10,703,140     $ 10,956,587  

Net realized gain

     41,503,507       45,329,061  

Net change in unrealized appreciation (depreciation)

     113,947,255       (92,804,307
  

 

 

   

 

 

 

Increase (decrease) in net assets from operations

     166,153,902       (36,518,659
  

 

 

   

 

 

 

From Distributions to Shareholders

    

Net investment income

    

Class A

     (6,199,626     (5,846,773

Class B

     (2,602,492     (2,312,441

Class E

     (306,015     (293,363

Class G

     (1,328,503     (1,394,445

Net realized capital gains

    

Class A

     (26,106,237     (27,706,544

Class B

     (13,423,379     (13,697,672

Class E

     (1,459,665     (1,599,037

Class G

     (7,420,341     (8,565,878
  

 

 

   

 

 

 

Total distributions

     (58,846,258     (61,416,153
  

 

 

   

 

 

 

Increase (decrease) in net assets from capital share transactions

     (9,842,161     31,844,502  
  

 

 

   

 

 

 

Total increase (decrease) in net assets

     97,465,483       (66,090,310

Net Assets

    

Beginning of period

     835,718,782       901,809,092  
  

 

 

   

 

 

 

End of period

   $ 933,184,265     $ 835,718,782  
  

 

 

   

 

 

 

Undistributed net investment income

    

End of period

   $ 10,559,888     $ 10,467,424  
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

        

Sales

     2,734,140     $ 48,541,845       2,532,460     $ 48,694,241  

Reinvestments

     1,900,345       32,305,863       1,686,944       33,553,317  

Redemptions

     (4,749,649     (85,498,973     (2,981,074     (58,210,387
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (115,164   $ (4,651,265     1,238,330     $ 24,037,171  
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

        

Sales

     979,533     $ 17,010,942       939,710     $ 17,661,440  

Reinvestments

     963,672       16,025,871       821,031       16,010,113  

Redemptions

     (2,005,944     (35,652,777     (1,402,642     (27,143,102
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (62,739   $ (2,615,964     358,099     $ 6,528,451  
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

        

Sales

     231,975     $ 4,151,723       284,095     $ 5,510,582  

Reinvestments

     104,416       1,765,680       95,624       1,892,400  

Redemptions

     (351,709     (6,252,408     (418,044     (8,188,505
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (15,318   $ (335,005     (38,325   $ (785,523
  

 

 

   

 

 

   

 

 

   

 

 

 

Class G

        

Sales

     1,199,600     $ 21,425,493       1,613,232     $ 30,391,213  

Reinvestments

     527,675       8,748,844       512,626       9,960,323  

Redemptions

     (1,827,855     (32,414,264     (2,022,084     (38,287,133
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (100,580   $ (2,239,927     103,774     $ 2,064,403  
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase (decrease) derived from capital shares transactions

     $ (9,842,161     $ 31,844,502  
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-26


Metropolitan Series Fund

Russell 2000 Index Portfolio

Financial Highlights

 

Selected per share data                                  
     Class A  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 17.98     $ 20.11      $ 19.83      $ 14.56      $ 12.66  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

 

Net investment income (a)

     0.25  (b)      0.26        0.24        0.20        0.28  

Net realized and unrealized gain (loss) on investments

     3.33       (0.98      0.71        5.33        1.78  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     3.58       (0.72      0.95        5.53        2.06  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

 

Distributions from net investment income

     (0.26     (0.25      (0.23      (0.26      (0.16

Distributions from net realized capital gains

     (1.08     (1.16      (0.44      0.00        0.00  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (1.34     (1.41      (0.67      (0.26      (0.16
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 20.22     $ 17.98      $ 20.11      $ 19.83      $ 14.56  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     21.28       (4.27      5.04        38.55        16.35  

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     0.31       0.31        0.32        0.31        0.33  

Net ratio of expenses to average net assets (%) (d)

     0.31       0.31        0.31        0.31        0.33  

Ratio of net investment income to average net assets (%)

     1.40  (b)      1.35        1.26        1.18        2.01  

Portfolio turnover rate (%)

     24       27        24        25        26  

Net assets, end of period (in millions)

   $ 513.7     $ 459.0      $ 488.3      $ 485.5      $ 366.9  
     Class B  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 17.60     $ 19.71      $ 19.45      $ 14.29      $ 12.43  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

 

Net investment income (a)

     0.20  (b)      0.21        0.19        0.16        0.24  

Net realized and unrealized gain (loss) on investments

     3.25       (0.96      0.69        5.23        1.75  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     3.45       (0.75      0.88        5.39        1.99  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

 

Distributions from net investment income

     (0.21     (0.20      (0.18      (0.23      (0.13

Distributions from net realized capital gains

     (1.08     (1.16      (0.44      0.00        0.00  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (1.29     (1.36      (0.62      (0.23      (0.13
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 19.76     $ 17.60      $ 19.71      $ 19.45      $ 14.29  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     20.96       (4.49      4.78        38.18        16.05  

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     0.56       0.56        0.57        0.56        0.58  

Net ratio of expenses to average net assets (%) (d)

     0.56       0.56        0.56        0.56        0.58  

Ratio of net investment income to average net assets (%)

     1.15  (b)      1.10        1.01        0.93        1.77  

Portfolio turnover rate (%)

     24       27        24        25        26  

Net assets, end of period (in millions)

   $ 246.6     $ 220.8      $ 240.2      $ 238.1      $ 185.7  

Please see following page for Financial Highlights footnote legend.

 

See accompanying notes to financial statements.

 

MSF-27


Metropolitan Series Fund

Russell 2000 Index Portfolio

Financial Highlights

 

Selected per share data                                  
     Class E  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 17.88     $ 20.00      $ 19.72      $ 14.48      $ 12.60  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

 

Net investment income (a)

     0.22  (b)      0.23        0.21        0.17        0.25  

Net realized and unrealized gain (loss) on investments

     3.31       (0.98      0.71        5.31        1.77  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     3.53       (0.75      0.92        5.48        2.02  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

 

Distributions from net investment income

     (0.23     (0.21      (0.20      (0.24      (0.14

Distributions from net realized capital gains

     (1.08     (1.16      (0.44      0.00        0.00  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (1.31     (1.37      (0.64      (0.24      (0.14
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 20.10     $ 17.88      $ 20.00      $ 19.72      $ 14.48  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     21.09       (4.39      4.91        38.35        16.10  

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     0.46       0.46        0.47        0.46        0.48  

Net ratio of expenses to average net assets (%) (d)

     0.46       0.46        0.46        0.46        0.48  

Ratio of net investment income to average net assets (%)

     1.25  (b)      1.19        1.10        1.03        1.85  

Portfolio turnover rate (%)

     24       27        24        25        26  

Net assets, end of period (in millions)

   $ 27.8     $ 25.0      $ 28.7      $ 30.6      $ 25.7  
     Class G  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 17.54     $ 19.65      $ 19.40      $ 14.26      $ 12.41  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

 

Net investment income (a)

     0.19  (b)      0.20        0.18        0.15        0.24  

Net realized and unrealized gain (loss) on investments

     3.24       (0.96      0.69        5.22        1.73  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     3.43       (0.76      0.87        5.37        1.97  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

 

Distributions from net investment income

     (0.19     (0.19      (0.18      (0.23      (0.12

Distributions from net realized capital gains

     (1.08     (1.16      (0.44      0.00        0.00  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (1.27     (1.35      (0.62      (0.23      (0.12
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 19.70     $ 17.54      $ 19.65      $ 19.40      $ 14.26  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     20.92       (4.54      4.73        38.12        15.94  

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     0.61       0.61        0.62        0.61        0.63  

Net ratio of expenses to average net assets (%) (d)

     0.61       0.61        0.61        0.61        0.63  

Ratio of net investment income to average net assets (%)

     1.10  (b)      1.04        0.96        0.89        1.81  

Portfolio turnover rate (%)

     24       27        24        25        26  

Net assets, end of period (in millions)

   $ 145.1     $ 131.0      $ 144.7      $ 141.2      $ 88.7  

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Net investment income per share and the ratio of net investment income to average net assets include a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which amounted to less than $0.01 per share and 0.02% of average net assets, respectively.
(c) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(d) Includes the effects of management fee waivers (see Note 6 of the Notes to Financial Statements).

 

See accompanying notes to financial statements.

 

MSF-28


Metropolitan Series Fund

Russell 2000 Index Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is Russell 2000 Index Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers four classes of shares: Class A, B, E and G shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946- Financial Services- Investment Companies and Topic 820- Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to

 

MSF-29


Metropolitan Series Fund

Russell 2000 Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due

 

MSF-30


Metropolitan Series Fund

Russell 2000 Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

to adjustments to prior period accumulated balances, passive foreign investment companies (PFICs) and real estate investment trust (REIT) adjustments. These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $ 57,323,556. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

 

MSF-31


Metropolitan Series Fund

Russell 2000 Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

The following table provides a breakdown of transactions accounted for as secured borrowings, the gross obligations by the type of collateral pledged, and the remaining contractual maturities of those transactions, which are accounted for as secured borrowings.

 

     Remaining Contractual Maturity of the Agreements
As of December 31, 2016
 
      Overnight and
Continuous
    Up to
30 Days
     31 - 90
Days
     Greater than
90 days
     Total  
Securities Lending Transactions  

Common Stocks

   $ (194,200,279   $      $      $      $ (194,200,279

Mutual Funds

     (4,055,053                          (4,055,053

Total

   $ (198,255,332   $      $      $      $ (198,255,332

Total Borrowings

   $ (198,255,332   $      $      $      $ (198,255,332

Gross amount of recognized liabilities for securities lending transactions

 

   $ (198,255,332
             

 

 

 

3. Investments in Derivative Instruments

Futures Contracts - The Portfolio may buy and sell futures contracts as a hedge, to maintain investment exposure to a target asset class or to enhance return. The Portfolio may be subject to fluctuations in equity prices, interest rates, commodity prices, and foreign currency exchange rates in the normal course of pursuing its investment objective. Futures contracts are standardized agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other asset. The Portfolio must deposit an amount (“initial margin”) equal to a certain percentage of the face value of the futures contract. The initial margin may be in the form of cash or securities, which is returned when the Portfolio’s obligations under the contract have been satisfied. If cash is deposited as the initial margin, it is shown as cash collateral on the Statement of Assets and Liabilities. Futures contracts are marked-to-market daily, and subsequent payments (“variation margin”) are made or received by the Portfolio depending on whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities and as a component of net change in unrealized appreciation/depreciation on the Statement of Operations. When the contract is closed or expires, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Risks of entering into futures contracts (and related options) include the possibility that the market for these instruments may be illiquid and that a change in the value of the contract or option may not correlate perfectly with changes in the value of the underlying instrument. If futures contracts are exchange-traded, the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures contracts against default. For OTC futures, the Portfolio’s ability to terminate the positions may be more limited than in the case of exchange-traded positions and may also involve the risk that securities dealers participating in such transactions would fail to meet their obligations to the Portfolio.

The following table summarizes the fair value of derivatives held by the Portfolio at December 31, 2016 by category of risk exposure:

 

    

Liability Derivatives

 

Risk Exposure

  

Statement of Assets &
Liabilities Location

   Fair Value  

Equity

   Unrealized depreciation on futures contracts (a)      579,676  
     

 

 

 

 

  (a) Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments. Only the current day’s variation margin is reported within the Statement of Assets and Liabilities.

The following tables summarize the effect of derivative instruments on the Statement of Operations, classified by derivative type and category of risk exposure, for the year ended December 31, 2016:

 

Statement of Operations Location—Net Realized Gain (Loss)

   Equity  

Futures contracts

   $ 5,225,254  
  

 

 

 

Statement of Operations Location—Net Change in Unrealized Appreciation (Depreciation)

   Equity  

Futures contracts

   $ (467,010
  

 

 

 

 

MSF-32


Metropolitan Series Fund

Russell 2000 Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

For the year ended December 31, 2016, the average notional par or face amount outstanding for each derivative type was as follows:

 

Derivative Description

   Average
Notional Par or
Face Amount‡
 

Futures contracts long

   $ 19,700  

 

  Averages are based on activity levels during the year.

4. Certain Risks

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Customer Account Agreements and related addenda govern cleared derivatives transactions such as futures, options on futures, and cleared OTC derivatives. Cleared derivative transactions require posting of initial margin as determined by each relevant clearing agency, which is segregated at a broker account registered with the Commodities Futures Trading Commission (“CFTC”), or the applicable regulator. In the U.S., counterparty risk is significantly reduced as creditors of the futures broker do not have claim to Portfolio assets in the segregated account. Additionally, portability of exposure in the event of default further reduces risk to the Portfolio. Variation margin, or changes in market value, are exchanged daily, but may not be netted between futures and cleared OTC derivatives.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

5. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 193,764,310      $ 0      $ 241,589,934  

6. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the annual rate of 0.250% of average daily net assets. Fees earned by MetLife Advisers with respect to the Portfolio for the year ended December 31, 2016 were $2,085,793.

 

MSF-33


Metropolitan Series Fund

Russell 2000 Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

MetLife Advisers has entered into an investment subadvisory agreement with MetLife Investment Advisors, LLC (“MIA”) with respect to managing the Portfolio. For providing subadvisory services to the Portfolio, MetLife Advisers has agreed to pay MIA an investment subadvisory fee for each class of the Portfolio as follows:

 

% per annum

   Average Daily Net Assets
0.040%    On the first $500 million
0.030%    Of the next $500 million
0.015%    On amounts over $1 billion

Fees earned by MIA with respect to the Portfolio for the year ended December 31, 2016 were $300,295.

Management Fee Waiver - Pursuant to a management fee waiver agreement, MetLife Advisers has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum

   Average Daily Net Assets
0.005%    Over $500 million and under $1 billion
0.010%    Of the next $1 billion
0.015%    On amounts over $2 billion

An identical agreement was in place for the period May 1, 2015 to April 30, 2016. Amounts waived for the year ended December 31, 2016 are shown as a management fee waiver in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B, E, and G Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B, E, and G Shares. Under the Distribution and Service Plan, the Class B, E, and G Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B, E, and G Shares of the Portfolio. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares, 0.15% per year for Class E Shares, and 0.30% per year for Class G Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

7. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

8. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$10,436,636    $ 10,291,201      $ 48,409,622      $ 51,124,952      $ 58,846,258      $ 61,416,153  

 

MSF-34


Metropolitan Series Fund

Russell 2000 Index Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
     Total  
$10,863,900    $ 38,380,735      $ 269,293,077      $      $ 318,537,712  

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

9. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-35


Metropolitan Series Fund

Russell 2000 Index Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Russell 2000 Index Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Russell 2000 Index Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Russell 2000 Index Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-36


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-37


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and
MSF) to
present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-38


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST) to
present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF) to
present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF) to
present
   Vice President, MetLife, Inc. (2013- present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST) to
present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-39


Metropolitan Series Fund

Russell 2000 Index Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-40


Metropolitan Series Fund

Russell 2000 Index Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee

 

MSF-41


Metropolitan Series Fund

Russell 2000 Index Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

* * *

Russell 2000 Index Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and MetLife Investment Advisors, LLC regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio performed equally to the median of its Performance Universe for the one-year period ended June 30, 2016, underperformed the median of its Performance Universe for the three-year period ended June 30, 2016, and outperformed the median of its Performance Universe for the five-year period ended June 30, 2016. The Board also noted that the Portfolio underperformed its Lipper Index for the one- and three-year periods ended June 30, 2016, and outperformed its Lipper Index for the five-year period ended June 30, 2016. The Board further considered that the Portfolio outperformed its benchmark, the Russell 2000 Index, for the one-, three-, and five-year periods ended October 31, 2016.

The Board also considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b-1 fees) were below the Expense Group median, the Expense Universe median, and the Sub-advised Expense Universe median. The Board further noted that the Portfolio’s contractual management fees were below the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also noted that the Portfolio’s contractual sub-advisory fees were below the averages of the Sub-advised Expense Group and the Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-42


Metropolitan Series Fund

Russell 2000 Index Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-43


Metropolitan Series Fund

Russell 2000 Index Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-44


Metropolitan Series Fund

Russell 2000 Index Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-45


Metropolitan Series Fund

Russell 2000 Index Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreements (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and MetLife Investment Advisors, LLC (“MLIA”), an affiliate of the Adviser, for the MetLife Aggregate Bond Index Portfolio (formerly, Barclays Aggregate Bond Index Portfolio), MetLife Stock Index Portfolio, MetLife Mid Cap Stock Index Portfolio, Russell 2000® Index Portfolio and MSCI EAFE® Index Portfolio, each a series of MSF, and for MetLife Multi-Index Targeted Risk Portfolio, a series of MIST (the “MLIA Sub-Advised Portfolios”), each of which is sub-advised by MLIA. At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”) for each of the MLIA Sub-Advised Portfolios, and recommended that the shareholders of the Trusts approve the New Sub-Advisory Agreements. Information about the Board’s considerations and process is set forth below.

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

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

1. The Independent Trustees of the Board solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

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

3. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the MLIA Sub-Advised Portfolios to continue receiving sub-advisory services from MLIA following the change in control of the Adviser.

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

5. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Sub-Advisory Agreements.

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

7. The Board considered that, if shareholders approve the New Sub-Advisory Agreements, the Board, the Adviser, and MLIA will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of MLIA to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the MLIA Sub-Advised Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

 

MSF-46


Metropolitan Series Fund

Russell 2000 Index Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements—(Continued)

 

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

In the event that approval of the New Sub-Advisory Agreements by shareholders of the MLIA Sub-Advised Portfolios has not been obtained before the termination of the Current Sub-Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim sub-advisory agreement with MLIA (the “Interim Sub-Advisory Agreement”) on behalf of each MLIA Sub-Advised Portfolio that will go into effect upon the termination of the Current Sub-Advisory Agreements. The Board’s determination to approve each Interim Sub-Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Sub-Advisory Agreements so as to ensure continuity of sub-advisory services from MLIA to the MLIA Sub-Advised Portfolios following the termination of the Current Sub-Advisory Agreements.

 

MSF-47


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Managed by T. Rowe Price Associates, Inc.

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, and E shares of the T. Rowe Price Large Cap Growth Portfolio returned 1.76%, 1.53%, and 1.61%, respectively. The Portfolio’s benchmark, the Russell 1000 Growth Index1, returned 7.08%.

MARKET ENVIRONMENT / CONDITIONS

Despite a sharp sell-off at the beginning of the year, U.S. stocks rose in 2016, with major indexes reaching record highs near year-end in response to the unexpected election of Donald Trump as the next U.S. president in November. Cyclical stocks, particularly potential beneficiaries of the president’s stated preference for higher infrastructure spending and lower taxes, performed strongly. The energy sector received a boost when the Organization of Petroleum Exporting Countries (“OPEC”) agreed to cut production, and oil-producing nations outside OPEC announced they would follow suit. As measured by the various Russell indexes, small- and mid-cap stocks substantially outperformed large-caps, and value strategies outpaced growth across all capitalization levels. Within the Russell 1000 Growth Index, Telecommunication Services and Energy were the leading performers, followed by Utilities, Industrials and Business Services, and Financials. Health Care and Real Estate both ended in negative territory for the year.

PORTFOLIO REVIEW / PERIOD-END POSITIONING

The Portfolio turned in positive results but underperformed its benchmark during the one-year period ended December 31, 2016. Broadly speaking, stock selection accounted for the majority of underperformance, and sector allocation also detracted.

Health Care proved to be the greatest detractor, due to stock choices and a detrimental overweight. Underperforming names included Alexion Pharmaceuticals, Valeant Pharmaceuticals, and Allergan. Alexion Pharmaceuticals sold off along with other biotechnology stocks, a trend that was exacerbated when management issued a disappointing outlook. Allergan declined after its proposed merger with Pfizer was called off due to regulatory concerns. We eliminated our holdings in Valeant during the first quarter, after the company released new information that undercut our reasons for investing in the firm.

In Information Technology, the Portfolio’s stock holdings also underperformed their benchmark peers, though an overweight position partly mitigated that negative effect. Detrimental names included LinkedIn, salesforce.com, and Alibaba Group Holding. The Portfolio’s exposure to salesforce.com hurt as the stock suffered from a lack of clarity about the company’s acquisition strategy. LinkedIn issued a disappointing outlook, leading us to eliminate the position early in the year, before Microsoft’s takeover announcement. Despite excellent fundamentals, Alibaba fell amid concerns about potential tensions between the U.S. and China in the wake of the U.S. election, as well as foreign exchange headwinds.

Another area of relative weakness was Industrials and Business Services, owing to stock selection and an underweight allocation. United Continental and Roper Technologies both hurt here. United Continental was reduced significantly at the end of the second quarter and subsequently eliminated from the Portfolio. The company was a net detractor for the year. Roper Technologies weighed on relative performance, with shares of the industrial conglomerate down nearly 3% for the year.

In Financials and Real Estate, the Portfolio’s stock holdings outperformed their benchmark peers. Within the Financials sector, Morgan Stanley and TD Ameritrade Holding were leading performers. Morgan Stanley benefited from a rally in the broader banking industry in the wake of the U.S. election. Tailwinds in the Financials sector also benefited the Portfolio’s position in the leading brokerage firm TD Ameritrade Holding. Another boost came from American Tower, a wireless tower operator structured as a real estate investment trust that shifted from Financials to Real Estate when the two sectors were separated during the review period.

The Portfolio ended the period with overweights to Health Care, Consumer Discretionary, Information Technology, Financials, and Utilities. It was roughly in line with the benchmark’s exposure in Real Estate and underweight in Energy, Telecommunication Services, Materials, Industrials and Business Services, and Consumer Staples.

Joseph B. Fath

Portfolio Manager

T. Rowe Price Associates, Inc.

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-1


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE RUSSELL 1000 GROWTH INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
T. Rowe Price Large Cap Growth Portfolio                 

Class A

       1.76           15.28           7.95   

Class B

       1.53           14.99           7.69   

Class E

       1.61           15.11           7.79   
Russell 1000 Growth Index        7.08           14.50           8.33   

1 The Russell 1000 Growth Index is an unmanaged measure of performance of the largest capitalized U.S. companies, within the Russell 1000 companies, that have higher price-to-book ratios and forecasted growth values.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 
Amazon.com, Inc.      7.6   
Priceline Group, Inc. (The)      4.3   
Facebook, Inc. - Class A      4.1   
Microsoft Corp.      4.0   
Alphabet, Inc. - Class A      3.6   
Alphabet, Inc. - Class C      3.1   
Visa, Inc. - Class A      3.0   
Apple, Inc.      2.9   
MasterCard, Inc. - Class A      2.2   
PayPal Holdings, Inc.      2.0   

Top Sectors

 

     % of
Net Assets
 
Information Technology      37.0   
Consumer Discretionary      25.7   
Health Care      15.5   
Industrials      6.6   
Financials      6.2   
Consumer Staples      3.6   
Real Estate      2.9   
Utilities      0.7   
Materials      0.7   
Telecommunication Services      0.4   

 

MSF-2


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

T. Rowe Price Large Cap Growth Portfolio

       
Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.58    $ 1,000.00         $ 1,080.30         $ 3.03   
   Hypothetical*      0.58    $ 1,000.00         $ 1,022.22         $ 2.95   

Class B(a)

   Actual      0.83    $ 1,000.00         $ 1,079.40         $ 4.34   
   Hypothetical*      0.83    $ 1,000.00         $ 1,020.96         $ 4.22   

Class E(a)

   Actual      0.73    $ 1,000.00         $ 1,079.90         $ 3.82   
   Hypothetical*      0.73    $ 1,000.00         $ 1,021.47         $ 3.71   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 5 of the Notes to Financial Statements.

 

MSF-3


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—98.0% of Net Assets

 

Security Description   Shares     Value  
Aerospace & Defense—1.4%  

Boeing Co. (The)

    200,700      $ 31,244,976   
   

 

 

 
Air Freight & Logistics—0.6%  

FedEx Corp.

    66,500        12,382,300   
   

 

 

 
Airlines—1.7%  

American Airlines Group, Inc. (a)

    680,441        31,769,790   

Delta Air Lines, Inc.

    102,400        5,037,056   
   

 

 

 
      36,806,846   
   

 

 

 
Auto Components—0.7%  

Delphi Automotive plc

    247,600        16,675,860   
   

 

 

 
Automobiles—2.2%  

Ferrari NV

    298,220        17,338,511   

Tesla Motors, Inc. (a) (b)

    142,520        30,455,099   
   

 

 

 
      47,793,610   
   

 

 

 
Banks—0.9%  

First Republic Bank

    49,583        4,568,578   

JPMorgan Chase & Co.

    190,700        16,455,503   
   

 

 

 
      21,024,081   
   

 

 

 
Biotechnology—4.0%  

Alexion Pharmaceuticals, Inc. (b)

    254,951        31,193,255   

Biogen, Inc. (b)

    99,566        28,234,926   

Celgene Corp. (b)

    120,334        13,928,660   

Vertex Pharmaceuticals, Inc. (b)

    221,234        16,298,309   
   

 

 

 
      89,655,150   
   

 

 

 
Capital Markets—5.2%  

Charles Schwab Corp. (The)

    413,900        16,336,633   

Intercontinental Exchange, Inc.

    452,940        25,554,875   

Morgan Stanley

    880,300        37,192,675   

State Street Corp.

    230,300        17,898,916   

TD Ameritrade Holding Corp.

    408,741        17,821,107   
   

 

 

 
      114,804,206   
   

 

 

 
Chemicals—0.3%  

Ashland Global Holdings, Inc. (a)

    55,600        6,076,524   
   

 

 

 
Communications Equipment—0.2%  

Palo Alto Networks, Inc. (a) (b)

    40,700        5,089,535   
   

 

 

 
Construction Materials—0.4%  

Martin Marietta Materials, Inc.

    40,776        9,033,107   
   

 

 

 
Electric Utilities—0.7%  

NextEra Energy, Inc.

    130,600        15,601,476   
   

 

 

 
Equity Real Estate Investment Trusts—2.9%  

American Tower Corp.

    321,000        33,923,280   

Crown Castle International Corp.

    196,478        17,048,396   
Equity Real Estate Investment Trusts—(Continued)  

Equinix, Inc.

    39,800      14,224,918   
   

 

 

 
      65,196,594   
   

 

 

 
Food & Staples Retailing—1.3%  

Costco Wholesale Corp.

    18,100        2,897,991   

Walgreens Boots Alliance, Inc.

    309,706        25,631,269   
   

 

 

 
      28,529,260   
   

 

 

 
Food Products—0.9%  

Mondelez International, Inc. - Class A

    431,300        19,119,529   
   

 

 

 
Health Care Equipment & Supplies—4.1%  

Danaher Corp.

    396,200        30,840,208   

Intuitive Surgical, Inc. (b)

    54,100        34,308,597   

Stryker Corp.

    218,100        26,130,561   
   

 

 

 
      91,279,366   
   

 

 

 
Health Care Providers & Services—4.8%  

Aetna, Inc.

    181,150        22,464,412   

Anthem, Inc.

    67,700        9,733,229   

Centene Corp. (b)

    79,289        4,480,621   

Cigna Corp.

    96,600        12,885,474   

Humana, Inc.

    104,892        21,401,115   

UnitedHealth Group, Inc.

    218,800        35,016,752   
   

 

 

 
      105,981,603   
   

 

 

 
Hotels, Restaurants & Leisure—4.2%  

Hilton Worldwide Holdings, Inc.

    386,900        10,523,680   

Las Vegas Sands Corp.

    244,300        13,048,063   

Marriott International, Inc. - Class A (a)

    239,500        19,801,860   

MGM Resorts International (b)

    736,420        21,230,989   

Starbucks Corp.

    333,900        18,538,128   

Yum! Brands, Inc.

    144,500        9,151,185   
   

 

 

 
      92,293,905   
   

 

 

 
Industrial Conglomerates—1.5%  

Honeywell International, Inc.

    139,000        16,103,150   

Roper Technologies, Inc.

    95,640        17,509,771   
   

 

 

 
      33,612,921   
   

 

 

 
Internet & Direct Marketing Retail—12.8%  

Amazon.com, Inc. (b)

    224,705        168,499,538   

Ctrip.com International, Ltd. (ADR) (a) (b)

    247,800        9,912,000   

Netflix, Inc. (b)

    74,843        9,265,563   

Priceline Group, Inc. (The) (b)

    65,440        95,938,967   
   

 

 

 
      283,616,068   
   

 

 

 
Internet Software & Services—14.4%  

Alibaba Group Holding, Ltd. (ADR) (a) (b)

    296,200        26,009,322   

Alphabet, Inc. - Class A (b)

    101,770        80,647,636   

Alphabet, Inc. - Class C (b)

    89,702        69,233,798   

Dropbox, Inc. - Class A (b) (c) (d)

    214,763        2,061,725   

Facebook, Inc. - Class A (b)

    795,710        91,546,435   

MercadoLibre, Inc. (a)

    60,800        9,493,312   

 

See accompanying notes to financial statements.

 

MSF-4


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Internet Software & Services—(Continued)  

Tencent Holdings, Ltd.

    1,134,785      $ 27,541,431   

VeriSign, Inc. (a) (b)

    177,265        13,484,549   
   

 

 

 
      320,018,208   
   

 

 

 
IT Services—8.3%  

Fidelity National Information Services, Inc.

    74,000        5,597,360   

Fiserv, Inc. (b)

    173,291        18,417,368   

MasterCard, Inc. - Class A

    480,200        49,580,650   

PayPal Holdings, Inc. (b)

    1,106,600        43,677,502   

Visa, Inc. - Class A (a)

    861,420        67,207,988   
   

 

 

 
      184,480,868   
   

 

 

 
Life Sciences Tools & Services—0.6%  

Illumina, Inc. (b)

    97,191        12,444,336   
   

 

 

 
Machinery—0.9%  

Fortive Corp.

    220,250        11,812,008   

Illinois Tool Works, Inc.

    37,400        4,580,004   

Wabtec Corp. (a)

    54,516        4,525,918   
   

 

 

 
      20,917,930   
   

 

 

 
Multiline Retail—0.4%  

Dollar General Corp.

    109,700        8,125,479   
   

 

 

 
Pharmaceuticals—2.0%  

Allergan plc (b)

    47,783        10,034,908   

Bristol-Myers Squibb Co.

    284,800        16,643,712   

Zoetis, Inc.

    336,200        17,996,786   
   

 

 

 
      44,675,406   
   

 

 

 
Professional Services—0.5%  

Equifax, Inc.

    27,258        3,222,713   

IHS Markit, Ltd. (b)

    221,680        7,849,689   
   

 

 

 
      11,072,402   
   

 

 

 
Real Estate Management & Development—0.0%  

WeWork Cos., Inc. - Class A (b) (c) (d)

    7,199        233,248   
   

 

 

 
Semiconductors & Semiconductor Equipment—2.8%  

ASML Holding NV

    171,100        19,197,420   

NVIDIA Corp.

    135,000        14,409,900   

NXP Semiconductors NV (b)

    302,343        29,632,637   
   

 

 

 
      63,239,957   
   

 

 

 
Software—7.1%  

Microsoft Corp.

    1,442,700        89,649,378   

Salesforce.com, Inc. (b)

    531,560        36,390,598   

ServiceNow, Inc. (b)

    272,072        20,225,832   

Workday, Inc. - Class A (a) (b)

    170,200        11,248,518   
   

 

 

 
      157,514,326   
   

 

 

 
Specialty Retail—5.5%  

AutoZone, Inc. (b)

    33,878        26,756,505   

Home Depot, Inc. (The)

    121,400        16,277,312   
Specialty Retail—(Continued)  

Lowe’s Cos., Inc.

    281,900      20,048,728   

O’Reilly Automotive, Inc. (a) (b)

    53,100        14,783,571   

Ross Stores, Inc.

    251,500        16,498,400   

Signet Jewelers, Ltd.

    104,703        9,869,305   

Tractor Supply Co.

    236,547        17,932,628   
   

 

 

 
      122,166,449   
   

 

 

 
Technology Hardware, Storage & Peripherals—2.9%  

Apple, Inc.

    558,440        64,678,521   
   

 

 

 
Tobacco—1.4%  

Philip Morris International, Inc.

    349,800        32,003,202   
   

 

 

 
Wireless Telecommunication Services—0.4%  

T-Mobile U.S., Inc. (b)

    166,000        9,546,660   
   

 

 

 

Total Common Stocks
(Cost $1,704,767,206)

      2,176,933,909   
   

 

 

 
Convertible Preferred Stocks—1.3%   
Internet Software & Services—0.7%  

Airbnb, Inc. - Series D (b) (c) (d)

    97,047        10,198,669   

Airbnb, Inc. - Series E (b) (c) (d)

    9,760        1,025,679   

Xiaoju Kuaizhi, Inc. - Series A-17 (b) (c) (d)

    91,053        3,480,692   
   

 

 

 
      14,705,040   
   

 

 

 
Real Estate Management & Development—0.1%  

WeWork Cos., Inc. - Series E (b) (c) (d)

    64,744        2,097,705   
   

 

 

 
Software—0.5%  

Magic Leap, Inc. - Series C (b) (c) (d)

    124,428        2,865,950   

Snap, Inc. - Series F (b) (c) (d)

    108,803        3,342,428   

UBER Technologies, Inc. - Series G (b) (c) (d)

    98,227        4,790,747   
   

 

 

 
      10,999,125   
   

 

 

 

Total Convertible Preferred Stocks
(Cost $20,485,445)

      27,801,870   
   

 

 

 
Short-Term Investment—0.7%   
Mutual Fund—0.7%  

T. Rowe Price Government Reserve Fund (formerly, T. Rowe Price Government Reserve Investment Fund) (e)

    16,421,964        16,421,964   
   

 

 

 

Total Short-Term Investments
(Cost $16,421,964)

      16,421,964   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (f)—8.6%

 

Security Description   Principal
Amount*
    Value  
Certificates of Deposit—4.2%  

Banco Del Estado De Chile New York
1.154%, 06/21/17 (g)

    4,000,000     $ 3,999,180  

Bank of Nova Scotia Houston
1.201%, 11/03/17 (g)

    3,000,000       3,002,539  

Bank of Tokyo UFJ, Ltd., New York
1.121%, 02/28/17 (g)

    5,500,000       5,500,110  

Barclays New York
0.894%, 02/10/17 (g)

    4,000,000       4,001,294  

BNP Paribas New York
1.226%, 08/04/17 (g)

    1,000,000       1,000,444  

Credit Suisse AG New York
1.364%, 05/12/17 (g)

    2,250,000       2,250,234  

1.444%, 04/24/17 (g)

    6,000,000       6,001,410  

DNB NOR Bank ASA
1.130%, 07/28/17 (g)

    2,300,000       2,299,597  

DZ Bank AG New York
1.010%, 02/27/17

    7,200,000       7,202,081  

KBC Brussells
1.050%, 01/27/17

    5,000,000       5,000,950  

Landesbank Hessen-Thüringen London
Zero Coupon, 01/24/17

    5,986,232       5,997,420  

Mizuho Bank, Ltd., New York
1.361%, 04/26/17 (g)

    4,000,000       3,999,796  

National Australia Bank London
1.034%, 05/02/17 (g)

    3,750,000       3,753,540  

National Bank of Canada
0.650%, 01/06/17

    7,000,000       7,000,280  

Shizuoka Bank New York
0.840%, 01/03/17

    3,700,000       3,700,015  

Standard Chartered Bank New York
1.150%, 03/21/17

    5,000,000       5,000,845  

Sumitomo Mitsui Banking Corp.
0.900%, 01/12/17

    4,300,000       4,300,163  

Sumitomo Mitsui Trust Bank, Ltd., London
1.262%, 05/08/17 (g)

    1,000,000       1,001,832  

Sumitomo Mitsui Trust Bank, Ltd., New York
1.351%, 04/26/17 (g)

    6,000,000       6,000,708  

Svenska Handelsbanken New York
1.266%, 05/18/17 (g)

    4,500,000       4,500,783  

UBS, Stamford
1.084%, 05/12/17 (g)

    2,100,000       2,099,840  

Wells Fargo Bank San Francisco N.A.
1.231%, 04/26/17 (g)

    2,300,000       2,300,644  

1.264%, 10/26/17 (g)

    3,000,000       3,002,049  
   

 

 

 
      92,915,754  
   

 

 

 
Commercial Paper—2.6%  

Atlantic Asset Securitization LLC
1.040%, 02/03/17

    2,193,327       2,198,079  

Den Norske ASA
1.206%, 04/27/17 (g)

    2,300,000       2,300,122  

HSBC plc
1.216%, 04/25/17 (g)

    5,500,000       5,499,764  

LMA S.A. & LMA Americas
1.000%, 01/13/17

    4,987,917       4,998,255  
Commercial Paper—(Continued)  

Macquarie Bank, Ltd.
0.930%, 01/19/17

    4,489,305     4,497,224  

1.160%, 03/20/17

    2,991,203       2,992,514  

National Australia Bank, Ltd.
1.288%, 12/06/17 (g)

    3,750,000       3,750,008  

Old Line Funding LLC
0.840%, 01/03/17

    4,292,274       4,299,660  

1.030%, 03/13/17 (g)

    3,000,000       3,002,341  

Oversea-Chinese Banking Corp., Ltd.
0.890%, 02/21/17

    1,995,451       1,997,344  

Starbird Funding Corp.
1.240%, 06/13/17 (g)

    6,500,000       6,499,473  

Toronto Dominion Holding Corp.
0.600%, 01/05/17

    6,992,767       6,999,216  

Versailles Commercial Paper LLC
1.000%, 01/31/17

    5,385,600       5,395,939  

Westpac Banking Corp.
1.232%, 10/20/17 (g)

    3,700,000       3,706,461  
   

 

 

 
      58,136,400  
   

 

 

 
Repurchase Agreements—1.1%  

Citigroup Global Markets, Ltd.
Repurchase Agreement dated 12/29/16 at 0.710% to be repurchased at $1,100,108 on 01/03/17, collateralized by $1,109,610 U.S. Treasury and Foreign Obligations with rates ranging from 1.750% - 2.750%, maturity dates ranging from 10/15/19 - 11/15/23, with a value of $1,122,000.

    1,100,000       1,100,000  

Deutsche Bank AG, London
Repurchase Agreement dated 12/30/16 at 0.950% to be repurchased at $700,074 on 01/03/17, collateralized by $714,630 Foreign Obligations with rates ranging from 1.750% - 2.500%, maturity dates ranging from 09/05/19 - 11/20/24, with a value of $714,004.

    700,000       700,000  

Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $12,603,220 on 01/03/17, collateralized by various Common Stock with a value of $14,005,593.

    12,600,000       12,600,000  

Deutsche Bank Securities, Inc.
Repurchase Agreement dated 10/18/16 at 1.110% to be repurchased at $3,012,580 on 03/03/17, collateralized by various Common Stock with a value of $3,300,000.

    3,000,000       3,000,000  

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $402,026 on 01/03/17, collateralized by $2,068,795 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $410,045.

    402,005       402,005  

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (f)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Repurchase Agreements—(Continued)  

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/15/16 at 0.600% to be repurchased at $4,001,467 on 01/06/17, collateralized by $3,957,421 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $4,082,067.

    4,000,000     $ 4,000,000  

Merrill Lynch, Pierce, Fenner & Smith, Inc.
Repurchase Agreement dated 10/26/16 at 1.160% to be repurchased at $3,517,932 on 04/03/17, collateralized by various Common Stock with a value of $3,850,000.

    3,500,000       3,500,000  
   

 

 

 
      25,302,005  
   

 

 

 
Time Deposits—0.7%  

Canadian Imperial Bank
0.520%, 01/03/17

    5,400,000       5,400,000  

OP Corporate Bank plc
1.010%, 01/04/17

    2,400,000       2,400,000  

1.200%, 01/23/17

    3,000,000       3,000,000  

Shinkin Central Bank
1.200%, 01/27/17

    700,000       700,000  

1.220%, 01/26/17

    3,500,000       3,500,000  
   

 

 

 
      15,000,000  
   

 

 

 

Total Securities Lending Reinvestments
(Cost $191,329,439)

      191,354,159  
   

 

 

 

Total Investments—108.6%
(Cost $1,933,004,054) (h)

      2,412,511,902  

Other assets and liabilities (net)—(8.6)%

      (191,613,320
   

 

 

 
Net Assets—100.0%     $ 2,220,898,582  
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $186,597,790 and the collateral received consisted of cash in the amount of $191,266,080. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(b) Non-income producing security.
(c) Security was valued in good faith under procedures approved by the Board of Trustees. As of December 31, 2016, these securities represent 1.4% of net assets.
(d) Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. As of December 31, 2016, the market value of restricted securities was $30,096,843, which is 1.4% of net assets. See details shown in the Restricted Securities table that follows.
(e) Affiliated Issuer. (See Note 6 of the Notes to Financial Statements for a summary of transactions in securities of affiliated issuers.)
(f) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(g) Variable or floating rate security. The stated rate represents the rate at December 31, 2016.
(h) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $1,938,539,716. The aggregate unrealized appreciation and depreciation of investments were $503,729,541 and $(29,757,355), respectively, resulting in net unrealized appreciation of $473,972,186 for federal income tax purposes.
(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

 

Restricted Securities

   Acquisition
Date
     Shares      Cost      Value  

Airbnb, Inc. - Series D

     04/16/14        97,047      $ 3,951,078      $ 10,198,669  

Airbnb, Inc. - Series E

     07/14/15        9,760        908,601        1,025,679  

Dropbox, Inc. - Class A

     11/07/14        214,763        4,102,231        2,061,725  

Magic Leap, Inc. - Series C

     01/20/16        124,428        2,865,950        2,865,950  

Snap, Inc. - Series F

     05/06/16        108,803        3,342,428        3,342,428  

UBER Technologies, Inc. - Series G

     12/03/15        98,227        4,790,747        4,790,747  

WeWork Cos., Inc. - Class A

     06/23/15        7,199        236,772        233,248  

WeWork Cos., Inc. - Series E

     06/23/15        64,744        2,129,403        2,097,705  

Xiaoju Kuaizhi, Inc. - Series A-17

     10/19/15        91,053        2,497,238        3,480,692  
           

 

 

 
            $ 30,096,843  
           

 

 

 

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2      Level 3      Total  
Common Stocks   

Aerospace & Defense

   $ 31,244,976       $ —         $ —         $ 31,244,976   

Air Freight & Logistics

     12,382,300         —           —           12,382,300   

Airlines

     36,806,846         —           —           36,806,846   

Auto Components

     16,675,860         —           —           16,675,860   

Automobiles

     47,793,610         —           —           47,793,610   

Banks

     21,024,081         —           —           21,024,081   

Biotechnology

     89,655,150         —           —           89,655,150   

Capital Markets

     114,804,206         —           —           114,804,206   

Chemicals

     6,076,524         —           —           6,076,524   

Communications Equipment

     5,089,535         —           —           5,089,535   

Construction Materials

     9,033,107         —           —           9,033,107   

Electric Utilities

     15,601,476         —           —           15,601,476   

Equity Real Estate Investment Trusts

     65,196,594         —           —           65,196,594   

Food & Staples Retailing

     28,529,260         —           —           28,529,260   

Food Products

     19,119,529         —           —           19,119,529   

Health Care Equipment & Supplies

     91,279,366         —           —           91,279,366   

Health Care Providers & Services

     105,981,603         —           —           105,981,603   

Hotels, Restaurants & Leisure

     92,293,905         —           —           92,293,905   

Industrial Conglomerates

     33,612,921         —           —           33,612,921   

Internet & Direct Marketing Retail

     283,616,068         —           —           283,616,068   

Internet Software & Services

     290,415,052         27,541,431         2,061,725         320,018,208   

IT Services

     184,480,868         —           —           184,480,868   

Life Sciences Tools & Services

     12,444,336         —           —           12,444,336   

Machinery

     20,917,930         —           —           20,917,930   

Multiline Retail

     8,125,479         —           —           8,125,479   

Pharmaceuticals

     44,675,406         —           —           44,675,406   

Professional Services

     11,072,402         —           —           11,072,402   

Real Estate Management & Development

     —           —           233,248         233,248   

Semiconductors & Semiconductor Equipment

     63,239,957         —           —           63,239,957   

Software

     157,514,326         —           —           157,514,326   

Specialty Retail

     122,166,449         —           —           122,166,449   

Technology Hardware, Storage & Peripherals

     64,678,521         —           —           64,678,521   

Tobacco

     32,003,202         —           —           32,003,202   

Wireless Telecommunication Services

     9,546,660         —           —           9,546,660   

Total Common Stocks

     2,147,097,505         27,541,431         2,294,973         2,176,933,909   

Total Convertible Preferred Stocks*

     —           —           27,801,870         27,801,870   

Total Short-Term Investment*

     16,421,964         —           —           16,421,964   

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

Fair Value Hierarchy—(Continued)

 

Description    Level 1      Level 2     Level 3      Total  

Total Securities Lending Reinvestments*

   $ —        $ 191,354,159     $ —        $ 191,354,159  

Total Investments

   $ 2,163,519,469      $ 218,895,590     $ 30,096,843      $ 2,412,511,902  
                                    

Collateral for Securities Loaned (Liability)

   $ —        $ (191,266,080   $ —        $ (191,266,080

 

* See Schedule of Investments for additional detailed categorizations.

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:

 

Investments in Securities

   Balance as of
December 31,
2015
     Change in
Unrealized
Appreciation/
Depreciation
    Purchases      Balance as of
December 31,
2016
     Change in Unrealized
Appreciation/
Depreciation
from Investments Still Held at
December 31, 2016
 
Common Stock              

Internet Software & Services

   $ 2,018,772      $ 42,953     $      $ 2,061,725      $ 42,953  

Real Estate Management & Development

     236,772        (3,524            233,248        (3,524
Convertible Preferred Stocks              

Internet Software & Services

     11,718,487        2,986,553              14,705,040        2,986,553  

Real Estate Management & Development

     2,129,403        (31,698            2,097,705        (31,698

Software

     4,790,750        (3     6,208,378        10,999,125        (3
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total

   $ 20,894,184      $ 2,994,281     $ 6,208,378      $ 30,096,843      $ 2,994,281  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

 

    Fair Value at
December 31,
2016
    Valuation Technique(s)     Unobservable Input     Range     Weighted
Average
   

Relationship Between
Fair Value and Input;
if input value increases
then Fair Value:

Common Stock              

Internet Software & Services

  $ 2,061,725       M&A Transaction       Enterprise Value/TTM Revenue       9.1x       9.1x       9.1x     Increase
      Comparable
Company Analysis
      Enterprise Value/Revenue       5.2x       5.2x       5.2x     Increase
        Discount for Lack of Marketability       10.00     10.00     10.00   Decrease

Real Estate Management & Development

    233,248       Market Transaction Method       Precedent Transaction     $ 50.19     $ 50.19     $ 50.19     Increase
        Discount for Lack of Marketability       15.00     15.00     15.00   Decrease
      Discounted Cash Flow       Discount Rate       17.00     26.00     21.50   Decrease
        Enterprise Value/EBITDA       7.4x       19.1x       13.3x     Increase
      Comparable Company Analysis       Enterprise Value/Revenue       14.7x       14.7x       14.7x     Increase
        Discount for Lack of Marketability       10.00     10.00     10.00   Decrease
Convertible Preferred Stocks              

Internet Software & Services

    11,224,348       Market Transaction Method       Precedent Transaction     $ 105.00     $ 105.00     $ 105.00     Increase
      Discounted Cash Flow       Weighted Average Cost
of Capital
      15.50     17.50     16.50   Decrease
        Perpetual Growth Rate       3.00     4.00     3.50   Increase
      Comparable Company Analysis       Enterprise Value/Revenue       12.8x       12.8x       12.8x     Increase
        Discount for Lack of Marketability       20.00     20.00     20.00   Decrease
    3,480,692       Market Transaction Method       Precedent Transaction     $ 38.23     $ 38.23     $ 38.23     Increase

Real Estate Management & Development

    2,097,705       Market Transaction Method       Precedent Transaction     $ 50.19     $ 50.19     $ 50.19     Increase
        Discount for Lack of Marketability       15.00     15.00     15.00   Decrease
      Discounted Cash Flow       Discount Rate       17.00     26.00     21.50   Decrease
        Enterprise Value/EBITDA       7.4x       19.1x       13.3x     Increase
      Comparable Company Analysis       Enterprise Value/Revenue       14.7x       14.7x       14.7x     Increase
        Discount for Lack of Marketability       10.00     10.00     10.00   Decrease

Software

    2,865,950       Market Transaction Method       Precedent Transaction     $ 23.03     $ 23.03     $ 23.03     Increase
    3,342,428       Market Transaction Method       Precedent Transaction     $ 30.72     $ 30.72     $ 30.72     Increase
    4,790,747       Market Transaction Method       Precedent Transaction     $ 48.77     $ 48.77     $ 48.77     Increase

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

 

Investments at value (a) (b)

   $ 2,396,089,938  

Affiliated investments at value (c)

     16,421,964  

Receivable for:

 

Investments sold

     18,664,825  

Fund shares sold

     308,427  

Dividends

     928,179  

Dividends on affiliated investments

     3,890  

Prepaid expenses

     6,436  
  

 

 

 

Total Assets

     2,432,423,659  

Liabilities

 

Collateral for securities loaned

     191,266,080  

Payables for:

 

Investments purchased

     16,864,209  

Fund shares redeemed

     1,850,900  

Accrued Expenses:

 

Management fees

     1,061,091  

Distribution and service fees

     157,661  

Deferred trustees’ fees

     122,613  

Other expenses

     202,523  
  

 

 

 

Total Liabilities

     211,525,077  
  

 

 

 

Net Assets

   $ 2,220,898,582  
  

 

 

 

Net Assets Consist of:

 

Paid in surplus

   $ 1,597,497,863  

Undistributed net investment income

     4,788,471  

Accumulated net realized gain

     139,111,214  

Unrealized appreciation on investments and foreign currency transactions

     479,501,034  
  

 

 

 

Net Assets

   $ 2,220,898,582  
  

 

 

 

Net Assets

 

Class A

   $ 1,472,729,511  

Class B

     712,929,289  

Class E

     35,239,782  

Capital Shares Outstanding*

 

Class A

     72,965,963  

Class B

     35,938,920  

Class E

     1,760,828  

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 20.18  

Class B

     19.84  

Class E

     20.01  

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments, excluding affiliated investments, was $1,916,582,090.
(b) Includes securities loaned at value of $186,597,790.
(c) Identified cost of affiliated investments was $16,421,964.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

 

Dividends (a)

   $ 18,335,973  

Dividends from affiliated investments

     73,209  

Securities lending income

     1,562,990  

Other income (b)

     412,655  
  

 

 

 

Total investment income

     20,384,827  

Expenses

 

Management fees

     13,300,371  

Administration fees

     72,060  

Custodian and accounting fees

     122,871  

Distribution and service fees—Class B

     1,781,943  

Distribution and service fees—Class E

     54,016  

Audit and tax services

     46,641  

Legal

     33,031  

Trustees’ fees and expenses

     45,248  

Shareholder reporting

     136,203  

Insurance

     15,231  

Miscellaneous

     32,475  
  

 

 

 

Total expenses

     15,640,090  

Less management fee waiver

     (941,468

Less broker commission recapture

     (10,450
  

 

 

 

Net expenses

     14,688,172  
  

 

 

 

Net Investment Income

     5,696,655  
  

 

 

 

Net Realized and Unrealized Gain (Loss)

 

Net realized gain (loss) on:  

Investments

     140,272,287  

Foreign currency transactions

     (1,989
  

 

 

 

Net realized gain

     140,270,298  
  

 

 

 
Net change in unrealized appreciation (depreciation) on:  

Investments

     (107,842,765

Foreign currency transactions

     3,092  
  

 

 

 

Net change in unrealized depreciation

     (107,839,673
  

 

 

 

Net realized and unrealized gain

     32,430,625  
  

 

 

 

Net Increase in Net Assets From Operations

   $ 38,127,280  
  

 

 

 

 

(a) Net of foreign withholding taxes of $52,535.
(b) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Statements of Changes in Net Assets

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

 

From Operations

 

Net investment income

   $ 5,696,655     $ 1,955,094  

Net realized gain

     140,270,298       277,364,162  

Net change in unrealized depreciation

     (107,839,673     (33,254,026
  

 

 

   

 

 

 

Increase in net assets from operations

     38,127,280       246,065,230  
  

 

 

   

 

 

 

From Distributions to Shareholders

 

Net investment income

 

Class A

     (883,202     (2,222,739

Net realized capital gains

 

Class A

     (183,909,807     (284,325,405

Class B

     (89,221,445     (118,081,761

Class E

     (4,487,412     (6,718,484
  

 

 

   

 

 

 

Total distributions

     (278,501,866     (411,348,389
  

 

 

   

 

 

 

Increase in net assets from capital share transactions

     129,445,154       106,410,312  
  

 

 

   

 

 

 

Total decrease in net assets

     (110,929,432     (58,872,847

Net Assets

 

Beginning of period

     2,331,828,014       2,390,700,861  
  

 

 

   

 

 

 

End of period

   $ 2,220,898,582     $ 2,331,828,014  
  

 

 

   

 

 

 

Undistributed net investment income

 

End of period

   $ 4,788,471     $ 1,625,990  
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

 

Sales

     1,949,795     $ 40,317,524       1,319,598     $ 31,306,653  

Reinvestments

     9,829,415       184,793,009       12,861,228       286,548,144  

Redemptions

     (6,686,028     (135,065,085     (15,383,857     (376,148,086
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     5,093,182     $ 90,045,448       (1,203,031   $ (58,293,289
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

 

Sales

     4,906,830     $ 98,323,462       7,164,173     $ 165,681,094  

Reinvestments

     4,822,781       89,221,445       5,364,915       118,081,761  

Redemptions

     (7,341,814     (147,929,049     (5,189,456     (123,208,224
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     2,387,797     $ 39,615,858       7,339,632     $ 160,554,631  
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

 

Sales

     127,839     $ 2,565,477       210,050     $ 4,788,133  

Reinvestments

     240,483       4,487,412       303,317       6,718,484  

Redemptions

     (359,311     (7,269,041     (308,265     (7,357,647
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     9,011     $ (216,152     205,102     $ 4,148,970  
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase derived from capital shares transactions

     $ 129,445,154       $ 106,410,312  
    

 

 

     

 

 

 

 

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Financial Highlights

 

Selected per share data       
     Class A  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 22.70     $ 24.76      $ 24.51      $ 17.67      $ 14.87  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

 

Net investment income (a)

     0.07  (b)      0.04        0.04        0.03        0.07  

Net realized and unrealized gain on investments

     0.13       2.55        1.94        6.87        2.75  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.20       2.59        1.98        6.90        2.82  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

 

Distributions from net investment income

     (0.01     (0.04      (0.02      (0.06      (0.02

Distributions from net realized capital gains

     (2.71     (4.61      (1.71      0.00        0.00  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (2.72     (4.65      (1.73      (0.06      (0.02
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 20.18     $ 22.70      $ 24.76      $ 24.51      $ 17.67  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     1.76       10.78        9.09        39.16        18.97  

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     0.62       0.62        0.63        0.63        0.64  

Net ratio of expenses to average net assets (%) (d)(e)

     0.58       0.58        0.58        0.58        0.60  

Ratio of net investment income to average net assets (%)

     0.34  (b)      0.16        0.15        0.14        0.43  

Portfolio turnover rate (%)

     42       35        34        41        38  

Net assets, end of period (in millions)

   $ 1,472.7     $ 1,540.8      $ 1,710.2      $ 2,007.8      $ 1,328.9  
     Class B  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 22.40     $ 24.51      $ 24.32      $ 17.54      $ 14.78  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

 

Net investment income (loss) (a)

     0.02  (b)      (0.02      (0.02      (0.03      0.02  

Net realized and unrealized gain on investments

     0.13       2.52        1.92        6.83        2.74  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     0.15       2.50        1.90        6.80        2.76  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

 

Distributions from net investment income

     0.00       0.00        0.00        (0.02      0.00  

Distributions from net realized capital gains

     (2.71     (4.61      (1.71      0.00        0.00  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (2.71     (4.61      (1.71      (0.02      0.00  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 19.84     $ 22.40      $ 24.51      $ 24.32      $ 17.54  
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (c)

     1.53       10.51        8.83        38.77        18.67  

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     0.87       0.87        0.88        0.88        0.89  

Net ratio of expenses to average net assets (%) (d)(e)

     0.83       0.83        0.83        0.83        0.85  

Ratio of net investment income (loss) to average net assets (%)

     0.09  (b)      (0.09      (0.09      (0.12      0.12  

Portfolio turnover rate (%)

     42       35        34        41        38  

Net assets, end of period (in millions)

   $ 712.9     $ 751.5      $ 642.4      $ 615.0      $ 215.7  

Please see following page for Financial Highlights footnote legend.

 

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Financial Highlights

 

 

Selected per share data  
     Class E  
     Year Ended December 31,  
     2016     2015      2014     2013      2012  

Net Asset Value, Beginning of Period

   $ 22.55     $ 24.62      $ 24.40     $ 17.60      $ 14.81  
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Income (Loss) from Investment Operations

 

Net investment income (loss) (a)

     0.04  (b)      0.00  (f)       0.00  (f)      (0.01      0.04  

Net realized and unrealized gain on investments

     0.13       2.54        1.93       6.84        2.75  
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total from investment operations

     0.17       2.54        1.93       6.83        2.79  
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Less Distributions

 

Distributions from net investment income

     0.00       0.00        0.00       (0.03      0.00  

Distributions from net realized capital gains

     (2.71     (4.61      (1.71     0.00        0.00  
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total distributions

     (2.71     (4.61      (1.71     (0.03      0.00  
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 20.01     $ 22.55      $ 24.62     $ 24.40      $ 17.60  
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total Return (%) (c)

     1.61       10.63        8.93       38.87        18.84  

Ratios/Supplemental Data

            

Gross ratio of expenses to average net assets (%)

     0.77       0.77        0.78       0.78        0.79  

Net ratio of expenses to average net assets (%) (d)(e)

     0.73       0.73        0.73       0.73        0.75  

Ratio of net investment income (loss) to average net assets (%)

     0.19  (b)      0.01        0.00  (g)      (0.03      0.22  

Portfolio turnover rate (%)

     42       35        34       41        38  

Net assets, end of period (in millions)

   $ 35.2     $ 39.5      $ 38.1     $ 40.1      $ 16.8  

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Net investment income per share and the ratio of net investment income to average net assets include a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which amounted to less than $0.01 per share and 0.02% of average net assets, respectively.
(c) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(d) The effect of the voluntary portion of the waiver on average net assets was 0.03% for each of the years ended December 31, 2016 through 2012 (see Note 5 of the Notes to Financial Statements).
(e) Includes the effects of management fee waivers (see Note 5 of the Notes to Financial Statements).
(f) Net investment income was less than $0.01.
(g) Ratio of net investment income to average net assets was less than 0.01%.

 

See accompanying notes to financial statements.

 

MSF-13


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is T. Rowe Price Large Cap Growth Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers three classes of shares: Class A, B and E shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations

 

MSF-14


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over

 

MSF-15


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to foreign currency transactions, real estate investment trusts (REITs), adjustments to prior period accumulated balances and broker commission recapture. These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Directed Brokerage Agreement - The Trust has entered into a directed brokerage arrangement with State Street Global Markets (“SSGM”). Under this arrangement, the Portfolio directs certain trades to SSGM in return for a recapture credit. SSGM issues a cash rebate to the Portfolio. Amounts paid to the Portfolio are shown separately as broker commission recapture on the Statement of Operations of the Portfolio. Additionally, these amounts have been excluded from the calculation of the net ratio of expenses to average net assets presented in the Financial Highlights for each share class.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $25,302,005. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

 

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

 

MSF-16


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

All securities on loan are classified as Common Stocks in the Portfolio’s Schedule of Investments as of December 31, 2016, with a contractual maturity of overnight and continuous.

3. Certain Risks

 

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

4. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 914,675,098      $ 0      $ 1,011,449,311  

The Portfolio engaged in security transactions with other accounts managed by T. Rowe Price Associates, Inc. that amounted to $1,386,022 in purchases and $1,053,583 in sales of investments, which are included above, and resulted in realized gains of $184,927.

5. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average daily net assets
$13,300,371      0.650   Of the first $50 million
     0.600   On amounts in excess of $50 million

 

MSF-17


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. T. Rowe Price Associates, Inc. (“T. Rowe Price”) is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Management Fee Waivers - Pursuant to an expense agreement, MetLife Advisers has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows provided the Portfolio’s assets exceed $1 billion:

 

% per annum

   Average daily net assets
0.030%    On the first $50 million
0.010%    On amounts between $100 million and $1.5 billion
0.025%    On amounts in excess of $1.5 billion

If the Portfolio’s average daily net assets fall below $1 billion, the per annum fee reduction would be 0.015% on the first $50 million.

An identical expense agreement was in place for the period May 1, 2015 to April 30, 2016. Amounts waived for the year ended December 31, 2016 amounted to $333,140 and are included in the total amounts shown as management fee waivers in the Statement of Operations.

Effective February 17, 2005, T. Rowe Price agreed to a voluntary subadvisory fee waiver that applies if (i) assets under management by T. Rowe Price for the Trust and Met Investors Series Trust (“MIST”), an affiliate of the Trust, in the aggregate, exceed $750,000,000, (ii) T. Rowe Price subadvises three or more portfolios of the Trust and MIST in the aggregate, and (iii) at least one of those portfolios is a large cap domestic equity portfolio.

If the aforementioned conditions are met, T. Rowe Price will waive its subadvisory fee paid by MetLife Advisers by 5% for combined Trust and MIST average daily net assets over $750,000,000, 7.5% for the next $1,500,000,000 of combined assets, and 10% for amounts over $3,000,000,000. MetLife Advisers has voluntarily agreed to reduce its advisory fee for the Portfolio by the amount waived (if any) by T. Rowe Price for the Portfolio pursuant to this voluntary subadvisory fee waiver. Because these fee waivers are voluntary, and not contractual, they may be discontinued by T. Rowe Price and MetLife Advisers at any time. Amounts voluntarily waived by MetLife Advisers for the year ended December 31, 2016 amounted to $608,328 and are included in the total amounts shown as management fee waivers in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

 

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B and E Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E Shares. Under the Distribution and Service Plan, the Class B and E Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E Shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares and 0.15% per year for Class E Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

 

MSF-18


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

6. Transactions in Securities of Affiliated Issuers

A summary of the Portfolio’s transactions in the securities of affiliated issuers during the year ended December 31, 2016 is as follows:

 

Security Description

  Number of
shares held at
December 31, 2015
    Shares
purchased
    Shares
sold
    Number of
shares held at
December 31, 2016
    Realized
Gain on
shares
sold
    Income earned
from affiliates
during the
period
    Ending Value
as of
December 31, 2016
 

T. Rowe Price Government Reserve Fund

    38,785,488       325,547,994       (347,911,518     16,421,964     $     $ 73,209     $ 16,421,964  

7. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

8. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$883,202    $ 33,229,220      $ 277,618,664      $ 378,119,169      $ 278,501,866      $ 411,348,389  

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
     Total  
$4,911,084    $ 144,646,878      $ 473,965,370      $      $ 623,523,332  

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

9. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-19


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of T. Rowe Price Large Cap Growth Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of T. Rowe Price Large Cap Growth Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of T. Rowe Price Large Cap Growth Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-20


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-21


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and MSF)
to present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-22


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST)
to present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF)
to present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF)
to present
   Vice President, MetLife, Inc. (2013-present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST)
to present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-23


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment

 

MSF-24


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of

 

MSF-25


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

*  *  *

T. Rowe Price Large Cap Growth Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and T. Rowe Price Associates, Inc. regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe and its Lipper Index for the three- and five-year periods ended June 30, 2016, and underperformed the median of its Performance Universe and its Lipper Index for the one-year period ended June 30, 2016. The Board also considered that the Portfolio outperformed its benchmark, the Russell 1000 Growth Index, for the five-year period ended October 31, 2016, and underperformed its benchmark for the one- and three-year periods ended October 31, 2016.

The Board also considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b-1 fees) were below the median of the Expense Group, Expense Universe, and Sub-advised Expense Universe. The Board further noted that the Portfolio’s contractual management fees were above the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also noted that the Portfolio’s contractual sub-advisory fees were above the averages of the Sub-advised Expense Group and the Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-26


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-27


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-28


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-29


Metropolitan Series Fund

T. Rowe Price Large Cap Growth Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements—(Continued)

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-30


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Managed by T. Rowe Price Associates, Inc.

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, E, and G shares of the T. Rowe Price Small Cap Growth Portfolio returned 11.74%, 11.48%, 11.55%, and 11.14%, respectively. The Portfolio’s benchmark, the MSCI U.S. Small Cap Growth Index1, returned 13.44%.

MARKET ENVIRONMENT / CONDITIONS

Despite a sharp sell-off at the beginning of the year, driven by fears of a global economic slowdown, especially in China, and a collapse in oil prices, stocks worked their way higher through late June. After a brief but intense sell-off as the U.K. unexpectedly voted in favor of leaving the European Union, stocks resumed their upward trajectory amid expectations that global central banks would provide additional monetary stimulus. After trading mostly flat prior to the November 8th U.S. elections, an unexpected presidential victory by Donald Trump sparked a feverish stock market rally in anticipation of a friendlier regulatory environment and stimulative fiscal policies, including tax cuts and increased infrastructure spending. The Federal Reserve raised short-term rates in mid-December and projected three rate increases in 2017. Major indexes reached record highs near year-end. High yield bonds rose, and small- and mid-cap stocks substantially outperformed large-cap stocks.

PORTFOLIO REVIEW / PERIOD-END POSITIONING

The Portfolio turned in positive returns for the year but underperformed its benchmark index. Stock selection was the overall cause of the relative underperformance. Stock choices were especially detrimental in the Information Technology, Energy, Materials, and Financials sectors. Strong stock selection in the Health Care and Consumer Discretionary sectors contributed to relative performance.

Information Technology was the largest detractor from relative performance due to stock choices. While Tyler Technologies, an application software company, suffered through a significant software sell-off at the beginning of the period, we believe Tyler Technologies is a high-quality business that should be able to capitalize on increasing government spending due to aging infrastructure and the need for efficiency and automation. SS&C Technologies Holdings, which sells portfolio accounting and reporting software and services, also came under pressure from a significant sell-off in the software industry. We continue to favor SS&C Technologies Holdings, which has a capable management team that consistently adds value through tuck-in acquisitions and sound integration.

Energy, Materials, and Financials also contributed to underperformance because of weak stock selection. Within Financials, Signature Bank, a deposit-oriented commercial bank, had shares come under pressure early in the period due to a sell-off of growth-oriented banks with investors expressing concern over prospects of growth in a low interest rate environment. Shares later recovered due to a postelection rally, with investors more optimistic about economic growth.

The Health Care sector was an area of relative strength due to strong stock selection. Notably, Align Technology, which designs and manufactures Invisalign, had technological advancements in the product portfolio, coupled with commercial initiatives, which drove accelerating organic revenue growth with broad-based momentum in both U.S. and international markets. Align Technology is a highly profitable company whose Invisalign product has garnered a dominant leadership position and should be able to compound above-average earnings over the next few years.

Stock choices also made the Consumer Discretionary sector a source of relative strength. Burlington Stores is the third-largest off-price retailer in the U.S. Shares climbed as Burlington consistently exceeded analyst estimates with growth in traffic, units per transaction, and conversion driving higher-than-expected sales, while higher initial markup and shrinking expenses expanded margins. We continue to believe Burlington Stores is on the right side of a secular trend with the right people, process, and systems in place to deliver strong earnings growth.

The Portfolio ended the year with an overweight to the Health Care, Energy, and Information Technology sectors. Portfolio holdings among Consumer Discretionary, Industrials and Business Services, and Consumer Staples were roughly in-line with the benchmark. The Portfolio was underweight the benchmark in the Real Estate, Telecommunication Services, Utilities, Financials, and Materials sectors.

Sudhir Nanda

Portfolio Manager

T. Rowe Price Associates, Inc.

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-1


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE MSCI U.S. SMALL CAP GROWTH INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year        Since Inception2  
T. Rowe Price Small Cap Growth Portfolio                      

Class A

       11.74           15.56           10.67             

Class B

       11.48           15.28           10.40             

Class E

       11.55           15.39           10.50             

Class G

       11.14                               6.96   
MSCI U.S. Small Cap Growth Index        13.44           14.36           8.91             

1 The MSCI U.S. Small Cap Growth Index represents the growth companies of the MSCI U.S. Small Cap 1750 Index. (The MSCI U.S. Small Cap 1750 Index represents the universe of small capitalization companies in the U.S. equity market).

2 Inception dates of the Class A, Class B, Class E and Class G shares are 3/3/97, 7/30/02, 5/1/01 and 11/12/14, respectively.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 
Burlington Stores, Inc.      1.1   
Toro Co. (The)      1.0   
Vail Resorts, Inc.      1.0   
Domino’s Pizza, Inc.      0.9   
Teledyne Technologies, Inc.      0.9   
Casey’s General Stores, Inc.      0.9   
Berry Plastics Group, Inc.      0.8   
John Bean Technologies Corp.      0.8   
MarketAxess Holdings, Inc.      0.8   
Microsemi Corp.      0.8   

Top Sectors

 

     % of
Net Assets
 
Information Technology      23.5   
Health Care      19.5   
Industrials      17.3   
Consumer Discretionary      17.0   
Financials      6.2   
Energy      4.4   
Materials      4.2   
Real Estate      3.9   
Consumer Staples      3.8   

 

MSF-2


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

T. Rowe Price Small Cap Growth Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.48    $ 1,000.00         $ 1,099.60         $ 2.53   
   Hypothetical*      0.48    $ 1,000.00         $ 1,022.72         $ 2.44   

Class B(a)

   Actual      0.73    $ 1,000.00         $ 1,098.90         $ 3.85   
   Hypothetical*      0.73    $ 1,000.00         $ 1,021.47         $ 3.71   

Class E(a)

   Actual      0.63    $ 1,000.00         $ 1,099.00         $ 3.32   
   Hypothetical*      0.63    $ 1,000.00         $ 1,021.97         $ 3.20   

Class G(a)

   Actual      0.78    $ 1,000.00         $ 1,098.60         $ 4.11   
   Hypothetical*      0.78    $ 1,000.00         $ 1,021.22         $ 3.96   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 5 of the Notes to Financial Statements.

 

MSF-3


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—99.7% of Net Assets

 

Security Description   Shares     Value  
Aerospace & Defense—3.3%  

Aerojet Rocketdyne Holdings, Inc. (a) (b)

    158,600      $ 2,846,870   

Curtiss-Wright Corp.

    55,100        5,419,636   

Esterline Technologies Corp. (a) (b)

    25,300        2,256,760   

HEICO Corp. - Class A (b)

    124,481        8,452,260   

Hexcel Corp. (b)

    102,100        5,252,024   

Moog, Inc. - Class A (a)

    102,400        6,725,632   

Teledyne Technologies, Inc. (a)

    91,200        11,217,600   
   

 

 

 
      42,170,782   
   

 

 

 
Airlines—0.5%  

Allegiant Travel Co. (b)

    16,800        2,795,520   

Spirit Airlines, Inc. (a) (b)

    70,800        4,096,488   
   

 

 

 
      6,892,008   
   

 

 

 
Auto Components—1.1%  

Cooper-Standard Holding, Inc. (a)

    32,400        3,349,512   

Gentherm, Inc. (a) (b)

    38,100        1,289,685   

LCI Industries

    35,000        3,771,250   

Tenneco, Inc. (a) (b)

    89,900        5,616,053   
   

 

 

 
      14,026,500   
   

 

 

 
Banks—2.0%  

CenterState Banks, Inc. (b)

    211,100        5,313,387   

Hilltop Holdings, Inc.

    39,300        1,171,140   

Signature Bank (a)

    47,800        7,179,560   

SVB Financial Group (a) (b)

    45,200        7,759,032   

Texas Capital Bancshares, Inc. (a) (b)

    49,100        3,849,440   
   

 

 

 
      25,272,559   
   

 

 

 
Beverages—0.3%  

Boston Beer Co., Inc. (The) - Class A (a) (b)

    25,887        4,396,907   
   

 

 

 
Biotechnology—5.1%  

ACADIA Pharmaceuticals, Inc. (a) (b)

    102,000        2,941,680   

Acceleron Pharma, Inc. (a) (b)

    31,500        803,880   

Acorda Therapeutics, Inc. (a) (b)

    45,900        862,920   

Agios Pharmaceuticals, Inc. (a) (b)

    28,000        1,168,440   

Alkermes plc (a) (b)

    25,200        1,400,616   

Alnylam Pharmaceuticals, Inc. (a) (b)

    26,600        995,904   

AMAG Pharmaceuticals, Inc. (a) (b)

    49,400        1,719,120   

ARIAD Pharmaceuticals, Inc. (a) (b)

    165,900        2,063,796   

Bellicum Pharmaceuticals, Inc. (a) (b)

    26,300        358,206   

BioMarin Pharmaceutical, Inc. (a)

    9,000        745,560   

Bluebird Bio, Inc. (a)

    44,500        2,745,650   

Exelixis, Inc. (a) (b)

    305,100        4,549,041   

Incyte Corp. (a)

    42,005        4,211,841   

Insmed, Inc. (a) (b)

    144,300        1,909,089   

Insys Therapeutics, Inc. (a) (b)

    16,600        152,720   

Ionis Pharmaceuticals, Inc. (a) (b)

    49,000        2,343,670   

Ironwood Pharmaceuticals, Inc. (a)

    106,500        1,628,385   

Kite Pharma, Inc. (a) (b)

    20,600        923,704   

Ligand Pharmaceuticals, Inc. (a) (b)

    44,900        4,562,289   

Neurocrine Biosciences, Inc. (a)

    130,900        5,065,830   

Ophthotech Corp. (a) (b)

    28,400        137,172   

Opko Health, Inc. (a) (b)

    158,500        1,474,050   
Biotechnology—(Continued)  

Prothena Corp. plc (a)

    41,800      2,056,142   

Radius Health, Inc. (a)

    21,800        829,054   

Regulus Therapeutics, Inc. (a)

    32,500        73,125   

Repligen Corp. (a)

    64,400        1,984,808   

Sage Therapeutics, Inc. (a)

    24,500        1,250,970   

Seattle Genetics, Inc. (a) (b)

    51,000        2,691,270   

Spark Therapeutics, Inc. (a) (b)

    41,400        2,065,860   

TESARO, Inc. (a) (b)

    54,100        7,275,368   

Ultragenyx Pharmaceutical, Inc. (a) (b)

    37,100        2,608,501   

United Therapeutics Corp. (a)

    16,400        2,352,252   
   

 

 

 
      65,950,913   
   

 

 

 
Building Products—1.4%  

AAON, Inc. (b)

    111,299        3,678,432   

Lennox International, Inc. (b)

    55,000        8,424,350   

Patrick Industries, Inc. (a) (b)

    79,900        6,096,370   
   

 

 

 
      18,199,152   
   

 

 

 
Capital Markets—3.1%  

Affiliated Managers Group, Inc. (a) (b)

    5,449        791,740   

CBOE Holdings, Inc.

    111,700        8,253,513   

E*Trade Financial Corp. (a)

    182,860        6,336,099   

FactSet Research Systems, Inc. (b)

    30,000        4,902,900   

Financial Engines, Inc.

    62,500        2,296,875   

MarketAxess Holdings, Inc.

    72,900        10,710,468   

MSCI, Inc.

    78,778        6,206,131   
   

 

 

 
      39,497,726   
   

 

 

 
Chemicals—2.4%  

AdvanSix, Inc. (a)

    62,900        1,392,606   

Chase Corp.

    8,000        668,400   

GCP Applied Technologies, Inc. (a) (b)

    189,700        5,074,475   

Innospec, Inc.

    44,900        3,075,650   

Minerals Technologies, Inc. (b)

    65,100        5,028,975   

NewMarket Corp. (b)

    14,700        6,230,448   

PolyOne Corp.

    172,100        5,514,084   

Stepan Co.

    32,800        2,672,544   

WR Grace & Co.

    22,900        1,548,956   
   

 

 

 
      31,206,138   
   

 

 

 
Commercial Services & Supplies—1.6%  

Clean Harbors, Inc. (a) (b)

    50,100        2,788,065   

Healthcare Services Group, Inc. (b)

    121,400        4,755,238   

Rollins, Inc. (b)

    204,625        6,912,232   

U.S. Ecology, Inc. (b)

    86,200        4,236,730   

West Corp.

    59,700        1,478,172   
   

 

 

 
      20,170,437   
   

 

 

 
Communications Equipment—1.2%  

ARRIS International plc (a)

    204,800        6,170,624   

EchoStar Corp. - Class A (a)

    41,600        2,137,824   

NetScout Systems, Inc. (a) (b)

    60,900        1,918,350   

Plantronics, Inc.

    83,500        4,572,460   
   

 

 

 
      14,799,258   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-4


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Construction & Engineering—0.2%  

Valmont Industries, Inc. (b)

    17,300      $ 2,437,570   
   

 

 

 
Consumer Finance—0.2%            

PRA Group, Inc. (a) (b)

    73,100        2,858,210   
   

 

 

 
Containers & Packaging—1.3%  

Berry Plastics Group, Inc. (a)

    222,700        10,852,171   

Graphic Packaging Holding Co.

    462,900        5,776,992   
   

 

 

 
      16,629,163   
   

 

 

 
Distributors—0.8%  

Pool Corp.

    97,300        10,152,282   
   

 

 

 
Diversified Consumer Services—1.7%  

Capella Education Co.

    51,800        4,548,040   

Service Corp. International (b)

    300,300        8,528,520   

ServiceMaster Global Holdings, Inc. (a)

    184,600        6,953,882   

Sotheby’s (a) (b)

    51,400        2,048,804   
   

 

 

 
      22,079,246   
   

 

 

 
Electrical Equipment—0.9%  

Acuity Brands, Inc.

    19,500        4,501,770   

AZZ, Inc. (b)

    78,400        5,009,760   

Generac Holdings, Inc. (a)

    49,100        2,000,334   
   

 

 

 
      11,511,864   
   

 

 

 
Electronic Equipment, Instruments & Components—1.9%  

Anixter International, Inc. (a)

    36,600        2,966,430   

Cognex Corp.

    143,200        9,110,384   

Coherent, Inc. (a)

    58,600        8,050,761   

OSI Systems, Inc. (a) (b)

    50,400        3,836,448   

VeriFone Systems, Inc. (a) (b)

    35,500        629,415   
   

 

 

 
      24,593,438   
   

 

 

 
Energy Equipment & Services—0.6%  

Core Laboratories NV (b)

    10,700        1,284,428   

Dril-Quip, Inc. (a) (b)

    42,900        2,576,145   

Oceaneering International, Inc.

    70,600        1,991,626   

Oil States International, Inc. (a) (b)

    55,200        2,152,800   

Tesco Corp. (a)

    33,600        277,200   
   

 

 

 
      8,282,199   
   

 

 

 
Equity Real Estate Investment Trusts—3.7%  

CoreSite Realty Corp. (b)

    94,800        7,524,276   

CubeSmart

    144,700        3,873,619   

CyrusOne, Inc. (b)

    148,900        6,660,297   

Empire State Realty Trust, Inc. - Class A (b)

    196,200        3,961,278   

Equity Lifestyle Properties, Inc.

    110,500        7,967,050   

FelCor Lodging Trust, Inc. (b)

    497,000        3,980,970   

First Industrial Realty Trust, Inc.

    174,600        4,897,530   

Forest City Realty Trust, Inc. - Class A

    140,500        2,928,020   

Pebblebrook Hotel Trust (b)

    71,600        2,130,100   

PS Business Parks, Inc.

    28,400        3,309,168   
   

 

 

 
      47,232,308   
   

 

 

 
Food & Staples Retailing—0.9%  

Casey’s General Stores, Inc.

    94,300      11,210,384   
   

 

 

 
Food Products—2.1%  

Cal-Maine Foods, Inc. (b)

    57,900        2,557,732   

J&J Snack Foods Corp.

    72,706        9,701,162   

John B Sanfilippo & Son, Inc. (b)

    38,000        2,674,820   

Post Holdings, Inc. (a)

    87,300        7,018,047   

TreeHouse Foods, Inc. (a) (b)

    60,800        4,389,152   
   

 

 

 
      26,340,913   
   

 

 

 
Health Care Equipment & Supplies—5.3%  

Abaxis, Inc. (b)

    47,800        2,522,406   

Align Technology, Inc. (a) (b)

    84,900        8,161,437   

Cantel Medical Corp.

    74,000        5,827,500   

Cooper Cos., Inc. (The)

    21,300        3,726,009   

DexCom, Inc. (a) (b)

    76,500        4,567,050   

Halyard Health, Inc. (a)

    68,600        2,536,828   

ICU Medical, Inc. (a)

    53,700        7,912,695   

IDEXX Laboratories, Inc. (a)

    41,400        4,854,978   

Inogen, Inc. (a) (b)

    68,500        4,601,145   

Masimo Corp. (a)

    101,100        6,814,140   

Natus Medical, Inc. (a)

    99,200        3,452,160   

NuVasive, Inc. (a) (b)

    62,100        4,183,056   

West Pharmaceutical Services, Inc.

    101,600        8,618,728   
   

 

 

 
      67,778,132   
   

 

 

 
Health Care Providers & Services—3.4%  

Air Methods Corp. (a)

    8,300        264,355   

Centene Corp. (a)

    113,387        6,407,499   

Chemed Corp. (b)

    35,600        5,710,596   

Corvel Corp. (a)

    61,800        2,261,880   

HealthSouth Corp. (b)

    83,900        3,460,036   

MEDNAX, Inc. (a) (b)

    40,100        2,673,066   

Surgical Care Affiliates, Inc. (a) (b)

    96,100        4,446,547   

Team Health Holdings, Inc. (a)

    101,600        4,414,520   

U.S. Physical Therapy, Inc. (b)

    74,200        5,208,840   

WellCare Health Plans, Inc. (a)

    63,300        8,677,164   
   

 

 

 
      43,524,503   
   

 

 

 
Health Care Technology—0.6%  

Omnicell, Inc. (a) (b)

    113,100        3,834,090   

Veeva Systems, Inc. - Class A (a)

    91,100        3,707,770   
   

 

 

 
      7,541,860   
   

 

 

 
Hotels, Restaurants & Leisure—5.6%  

Brinker International, Inc. (b)

    116,500        5,770,245   

Buffalo Wild Wings, Inc. (a) (b)

    22,500        3,474,000   

Cheesecake Factory, Inc. (The) (b)

    53,000        3,173,640   

Choice Hotels International, Inc.

    49,300        2,763,265   

Churchill Downs, Inc. (b)

    43,400        6,529,530   

Denny’s Corp. (a)

    474,300        6,085,269   

Domino’s Pizza, Inc.

    76,600        12,197,784   

Jack in the Box, Inc.

    74,600        8,328,344   

Marriott Vacations Worldwide Corp. (b)

    65,900        5,591,615   

Red Robin Gourmet Burgers, Inc. (a)

    5,000        282,000   

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Hotels, Restaurants & Leisure—(Continued)  

Six Flags Entertainment Corp. (b)

    97,400      $ 5,840,104   

Vail Resorts, Inc.

    77,700        12,533,787   
   

 

 

 
      72,569,583   
   

 

 

 
Household Durables—0.6%  

Helen of Troy, Ltd. (a)

    90,000        7,600,500   
   

 

 

 
Household Products—0.3%  

Spectrum Brands Holdings, Inc. (b)

    35,600        4,354,948   
   

 

 

 
Insurance—0.3%  

Amtrust Financial Services, Inc.

    145,056        3,971,633   
   

 

 

 
Internet & Direct Marketing Retail—1.3%  

HSN, Inc. (b)

    118,400        4,061,120   

Liberty Expedia Holdings, Inc. - Class A (a)

    93,139        3,694,824   

Liberty TripAdvisor Holdings, Inc. - Class A (a)

    145,000        2,182,250   

Liberty Ventures - Series A (a)

    105,259        3,880,899   

Shutterfly, Inc. (a)

    53,100        2,664,558   
   

 

 

 
      16,483,651   
   

 

 

 
Internet Software & Services—2.5%  

CommerceHub, Inc. - Series A (a) (b)

    17,880        268,379   

CommerceHub, Inc. - Series C (a) (b)

    35,760        537,473   

comScore, Inc. (a)

    74,500        2,352,710   

CoStar Group, Inc. (a)

    18,300        3,449,367   

Envestnet, Inc. (a)

    72,500        2,555,625   

j2 Global, Inc. (b)

    55,800        4,564,440   

LogMeIn, Inc.

    51,600        4,981,980   

MercadoLibre, Inc. (b)

    16,400        2,560,696   

Stamps.com, Inc. (a) (b)

    44,100        5,056,065   

WebMD Health Corp. (a) (b)

    105,900        5,249,463   
   

 

 

 
      31,576,198   
   

 

 

 
IT Services—6.2%  

Blackhawk Network Holdings, Inc. (a) (b)

    55,100        2,075,892   

Booz Allen Hamilton Holding Corp.

    178,700        6,445,709   

Broadridge Financial Solutions, Inc.

    112,600        7,465,380   

Cardtronics plc - Class A (a) (b)

    121,600        6,635,712   

CoreLogic, Inc. (a)

    158,300        5,830,189   

CSRA, Inc.

    133,500        4,250,640   

DST Systems, Inc.

    59,500        6,375,425   

EPAM Systems, Inc. (a)

    25,200        1,620,612   

Euronet Worldwide, Inc. (a)

    90,100        6,525,943   

Gartner, Inc. (a)

    61,300        6,195,591   

Jack Henry & Associates, Inc.

    46,000        4,083,880   

MAXIMUS, Inc.

    164,800        9,194,192   

Perficient, Inc. (a)

    14,300        250,107   

Travelport Worldwide, Ltd.

    222,900        3,142,890   

WEX, Inc. (a) (b)

    80,200        8,950,320   
   

 

 

 
      79,042,482   
   

 

 

 
Leisure Products—0.5%  

Brunswick Corp.

    122,100        6,659,334   
   

 

 

 
Life Sciences Tools & Services—2.8%  

Bio-Rad Laboratories, Inc. - Class A (a)

    26,300      4,793,964   

Bruker Corp.

    121,000        2,562,780   

Cambrex Corp. (a)

    115,000        6,204,250   

Charles River Laboratories International, Inc. (a)

    69,500        5,295,205   

INC Research Holdings, Inc. - Class A (a)

    98,500        5,181,100   

PAREXEL International Corp. (a) (b)

    76,400        5,021,008   

PRA Health Sciences, Inc. (a)

    58,400        3,219,008   

VWR Corp. (a)

    166,000        4,154,980   
   

 

 

 
      36,432,295   
   

 

 

 
Machinery—5.6%  

Chart Industries, Inc. (a) (b)

    26,700        961,734   

Graco, Inc. (b)

    76,200        6,331,458   

Hyster-Yale Materials Handling, Inc. (b)

    9,194        586,301   

IDEX Corp.

    34,600        3,116,076   

John Bean Technologies Corp. (b)

    125,900        10,821,105   

Lincoln Electric Holdings, Inc. (b)

    23,100        1,771,077   

Lydall, Inc. (a) (b)

    75,600        4,675,860   

Manitowoc Foodservice, Inc. (a) (b)

    136,200        2,632,746   

Middleby Corp. (The) (a) (b)

    61,500        7,921,815   

Nordson Corp.

    63,700        7,137,585   

Standex International Corp. (b)

    26,500        2,328,025   

Sun Hydraulics Corp. (b)

    20,113        803,917   

Toro Co. (The)

    230,400        12,890,880   

Wabtec Corp. (b)

    48,500        4,026,470   

Woodward, Inc.

    89,000        6,145,450   
   

 

 

 
      72,150,499   
   

 

 

 
Marine—0.5%  

Kirby Corp. (a) (b)

    45,700        3,039,050   

Matson, Inc. (b)

    79,800        2,824,122   
   

 

 

 
      5,863,172   
   

 

 

 
Media—1.5%  

Cable One, Inc.

    12,300        7,647,279   

Eros International plc (a) (b)

    55,200        720,360   

Gray Television, Inc. (a)

    190,200        2,063,670   

Lions Gate Entertainment Corp. - Class B (a)

    128,043        3,142,175   

Live Nation Entertainment, Inc. (a)

    232,800        6,192,480   
   

 

 

 
      19,765,964   
   

 

 

 
Metals & Mining—0.2%  

Worthington Industries, Inc. (b)

    63,200        2,998,208   
   

 

 

 
Multiline Retail—0.4%  

Big Lots, Inc. (b)

    97,800        4,910,538   
   

 

 

 
Oil, Gas & Consumable Fuels—3.8%  

Carrizo Oil & Gas, Inc. (a) (b)

    92,500        3,454,875   

Diamondback Energy, Inc. (a)

    63,500        6,417,310   

Gran Tierra Energy, Inc. (a)

    180,900        546,318   

Matador Resources Co. (a) (b)

    246,200        6,342,112   

Parsley Energy, Inc. - Class A (a)

    167,500        5,902,700   

PDC Energy, Inc. (a) (b)

    67,800        4,920,924   

Rice Energy, Inc. (a)

    148,400        3,168,340   

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares     Value  
Oil, Gas & Consumable Fuels—(Continued)  

RSP Permian, Inc. (a)

    86,500      $ 3,859,630   

SM Energy Co.

    62,900        2,168,792   

World Fuel Services Corp.

    141,300        6,487,083   

WPX Energy, Inc. (a)

    369,700        5,386,529   
   

 

 

 
      48,654,613   
   

 

 

 
Paper & Forest Products—0.2%  

Clearwater Paper Corp. (a) (b)

    13,200        865,260   

KapStone Paper and Packaging Corp. (b)

    96,300        2,123,415   
   

 

 

 
      2,988,675   
   

 

 

 
Personal Products—0.1%  

Nu Skin Enterprises, Inc. - Class A

    38,700        1,849,086   
   

 

 

 
Pharmaceuticals—2.3%  

Akorn, Inc. (a)

    140,600        3,069,298   

Depomed, Inc. (a) (b)

    201,700        3,634,634   

Innoviva, Inc. (a) (b)

    62,900        673,030   

Jazz Pharmaceuticals plc (a)

    3,100        337,993   

Mallinckrodt plc (a)

    2,776        138,300   

Medicines Co. (The) (a) (b)

    66,500        2,257,010   

Nektar Therapeutics (a)

    168,500        2,067,495   

Pacira Pharmaceuticals, Inc. (a)

    35,400        1,143,420   

Phibro Animal Health Corp. - Class A

    70,600        2,068,580   

Prestige Brands Holdings, Inc. (a)

    157,700        8,216,170   

Supernus Pharmaceuticals, Inc. (a) (b)

    61,200        1,545,300   

TherapeuticsMD, Inc. (a) (b)

    328,200        1,893,714   

Theravance Biopharma, Inc. (a) (b)

    58,514        1,865,427   
   

 

 

 
      28,910,371   
   

 

 

 
Professional Services—1.4%  

Dun & Bradstreet Corp. (The)

    43,700        5,301,684   

Exponent, Inc. (b)

    98,100        5,915,430   

Huron Consulting Group, Inc. (a)

    65,400        3,312,510   

TransUnion (a)

    117,900        3,646,647   
   

 

 

 
      18,176,271   
   

 

 

 
Real Estate Management & Development—0.2%  

Kennedy-Wilson Holdings, Inc. (b)

    156,243        3,202,982   
   

 

 

 
Road & Rail—1.1%  

AMERCO (b)

    7,700        2,845,843   

Landstar System, Inc. (b)

    50,400        4,299,120   

Old Dominion Freight Line, Inc. (a)

    82,750        7,099,123   
   

 

 

 
      14,244,086   
   

 

 

 
Semiconductors & Semiconductor Equipment—3.6%  

Advanced Energy Industries, Inc. (a)

    60,400        3,306,900   

Cabot Microelectronics Corp.

    30,500        1,926,685   

Cavium, Inc. (a) (b)

    90,500        5,650,820   

Cirrus Logic, Inc. (a)

    128,200        7,248,428   

Integrated Device Technology, Inc. (a)

    255,000        6,007,800   

MaxLinear, Inc. - Class A (a) (b)

    195,700        4,266,260   

Microsemi Corp. (a) (b)

    196,900        10,626,693   
Semiconductors & Semiconductor Equipment—(Continued)  

Synaptics, Inc. (a)

    77,900      4,173,882   

Teradyne, Inc.

    10,100        256,540   

Versum Materials, Inc. (a)

    115,200        3,233,664   
   

 

 

 
      46,697,672   
   

 

 

 
Software—7.7%  

ACI Worldwide, Inc. (a) (b)

    183,200        3,325,080   

Aspen Technology, Inc. (a) (b)

    120,400        6,583,472   

Blackbaud, Inc. (b)

    121,200        7,756,800   

CommVault Systems, Inc. (a)

    71,300        3,664,820   

Computer Modelling Group, Ltd.

    240,700        1,633,171   

Descartes Systems Group, Inc. (The) (a)

    168,000        3,595,200   

Ellie Mae, Inc. (a)

    39,500        3,305,360   

Fair Isaac Corp.

    75,200        8,965,344   

Fortinet, Inc. (a)

    135,400        4,078,248   

Manhattan Associates, Inc. (a)

    161,400        8,559,042   

Monotype Imaging Holdings, Inc.

    43,305        859,604   

Pegasystems, Inc. (b)

    137,900        4,964,400   

Proofpoint, Inc. (a) (b)

    78,600        5,553,090   

PTC, Inc. (a)

    151,000        6,986,770   

SS&C Technologies Holdings, Inc. (b)

    228,500        6,535,100   

Take-Two Interactive Software, Inc. (a) (b)

    134,900        6,649,221   

Tyler Technologies, Inc. (a) (b)

    65,100        9,294,327   

Ultimate Software Group, Inc. (The) (a) (b)

    36,600        6,674,010   
   

 

 

 
      98,983,059   
   

 

 

 
Specialty Retail—2.4%  

Aaron’s, Inc.

    29,100        930,909   

Burlington Stores, Inc. (a)

    162,900        13,805,775   

Children’s Place, Inc. (The) (b)

    22,800        2,301,660   

Monro Muffler Brake, Inc. (b)

    56,700        3,243,240   

Murphy USA, Inc. (a) (b)

    130,400        8,015,688   

Sally Beauty Holdings, Inc. (a) (b)

    93,100        2,459,702   
   

 

 

 
      30,756,974   
   

 

 

 
Technology Hardware, Storage & Peripherals—0.5%  

Cray, Inc. (a)

    68,900        1,426,230   

NCR Corp. (a)

    110,300        4,473,768   
   

 

 

 
      5,899,998   
   

 

 

 
Textiles, Apparel & Luxury Goods—1.1%  

Carter’s, Inc.

    74,500        6,436,055   

G-III Apparel Group, Ltd. (a) (b)

    44,300        1,309,508   

Steven Madden, Ltd. (a)

    173,400        6,199,050   
   

 

 

 
      13,944,613   
   

 

 

 
Thrifts & Mortgage Finance—0.6%  

MGIC Investment Corp. (a)

    369,400        3,764,186   

Radian Group, Inc. (b)

    218,800        3,934,024   
   

 

 

 
      7,698,210   
   

 

 

 
Trading Companies & Distributors—0.8%  

Beacon Roofing Supply, Inc. (a)

    62,100        2,860,947   

Univar, Inc. (a)

    82,500        2,340,525   

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—(Continued)

 

Security Description   Shares/
Principal
Amount*
    Value  
Trading Companies & Distributors—(Continued)  

Watsco, Inc.

    31,500      $ 4,665,780   
   

 

 

 
      9,867,252   
   

 

 

 

Total Common Stocks
(Cost $998,177,661)

      1,281,007,319   
   

 

 

 
Rights—0.0%   
Biotechnology—0.0%  

Dyax Corp., Expires 12/31/19 (a) (c) (d)
(Cost $146,631)

    132,100        323,645   
   

 

 

 
Short-Term Investment—0.1%   
Mutual Fund—0.1%  

T. Rowe Price Government Reserve Fund (formerly, T. Rowe Price Government Reserve Investment Fund) (e)

    1,145,182        1,145,182   
   

 

 

 

Total Short-Term Investments
(Cost $1,145,182)

      1,145,182   
   

 

 

 
Securities Lending Reinvestments (f)—21.3%   
Certificates of Deposit—9.8%  

Barclays New York
0.894%, 02/10/17 (g)

    4,500,000        4,501,455   

Chiba Bank, Ltd., New York
0.870%, 01/10/17

    2,500,000        2,500,058   

0.950%, 02/02/17

    1,500,000        1,500,207   

Cooperative Rabobank UA New York
1.278%, 10/13/17 (g)

    2,000,000        2,000,450   

Credit Agricole Corporate and Investment Bank
1.274%, 04/12/17 (g)

    5,000,000        5,003,945   

Credit Industriel et Commercial
1.245%, 04/05/17 (g)

    2,000,000        2,001,080   

Credit Suisse AG New York
1.335%, 04/03/17 (g)

    2,200,000        2,200,482   

1.364%, 04/11/17 (g)

    3,000,000        3,000,654   

1.364%, 05/12/17 (g)

    4,500,000        4,500,468   

DG Bank New York
0.940%, 01/12/17

    3,000,000        3,000,159   

0.950%, 01/03/17

    1,500,000        1,500,011   

DNB NOR Bank ASA
1.130%, 07/28/17 (g)

    3,000,000        2,999,475   

DZ Bank AG New York
1.010%, 02/27/17

    2,000,000        2,000,578   

DZ Bank London
0.990%, 03/01/17

    2,000,000        2,000,420   

ING Bank NV
1.265%, 04/18/17 (g)

    4,500,000        4,508,249   

KBC Bank NV
1.000%, 01/04/17

    1,500,000        1,500,000   

1.050%, 01/17/17

    3,300,000        3,300,396   
Certificates of Deposit—(Continued)  

KBC Brussells
1.050%, 01/27/17

    5,300,000      5,301,007   

Landesbank Baden-Wuerttemberg
Zero Coupon, 01/09/17

    9,991,918        9,998,800   

Landesbank Hessen-Thüringen London
Zero Coupon, 01/24/17

    2,993,116        2,998,710   

Mitsubishi UFJ Trust and Banking Corp.
1.364%, 04/11/17 (g)

    3,000,000        3,001,419   

Mizuho Bank, Ltd., New York
1.395%, 04/11/17 (g)

    3,000,000        3,000,903   

1.436%, 04/18/17 (g)

    4,200,000        4,201,319   

National Australia Bank London
1.034%, 05/02/17 (g)

    5,000,000        5,004,720   

1.182%, 11/09/17 (g)

    3,000,000        2,992,560   

Natixis New York
1.262%, 04/07/17 (g)

    2,000,000        2,000,802   

Rabobank London
1.281%, 10/13/17 (g)

    2,000,000        2,004,797   

Royal Bank of Canada New York
1.145%, 04/04/17 (g)

    2,000,000        1,999,486   

1.281%, 10/13/17 (g)

    3,000,000        3,002,325   

Sumitomo Bank New York
1.212%, 06/05/17 (g)

    3,000,000        2,999,940   

1.215%, 05/05/17 (g)

    3,000,000        3,004,997   

Sumitomo Mitsui Banking Corp. New York
1.352%, 04/07/17 (g)

    2,000,000        2,001,020   

1.395%, 04/12/17 (g)

    2,000,000        2,002,281   

Sumitomo Mitsui Trust Bank, Ltd., New York
1.351%, 04/26/17 (g)

    5,000,000        5,000,590   

1.364%, 04/10/17 (g)

    2,500,000        2,500,968   

Svenska Handelsbanken New York
1.266%, 05/18/17 (g)

    6,000,000        6,001,044   

UBS, Stamford
1.084%, 05/12/17 (g)

    2,600,000        2,599,802   

Wells Fargo Bank San Francisco N.A.
1.231%, 04/26/17 (g)

    3,000,000        3,000,840   

1.264%, 10/26/17 (g)

    2,800,000        2,801,912   
   

 

 

 
      125,438,329   
   

 

 

 
Commercial Paper—4.1%  

ABN AMRO Funding USA
0.910%, 01/11/17

    2,494,313        2,499,223   

Atlantic Asset Securitization LLC
0.990%, 01/12/17

    1,496,288        1,499,514   

1.040%, 02/03/17

    996,967        999,127   

Barton Capital Corp.
1.160%, 03/28/17

    3,988,400        3,989,616   

Commonwealth Bank Australia
1.236%, 10/23/17 (g)

    3,000,000        3,001,686   

Den Norske ASA
1.206%, 04/27/17 (g)

    3,000,000        3,000,159   

Erste Abwicklungsanstalt
1.014%, 03/10/17 (g)

    5,000,000        5,000,030   

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (f)—(Continued)

 

Security Description   Shares/
Principal
Amount*
    Value  
Commercial Paper—(Continued)  

HSBC plc
1.216%, 04/25/17 (g)

    6,500,000      $ 6,499,721   

Macquarie Bank, Ltd.
0.930%, 01/19/17

    3,491,682        3,497,841   

Ridgefield Funding Co. LLC
1.000%, 01/03/17

    1,496,250        1,499,915   

Sheffield Receivables Co.
1.050%, 01/06/17

    1,994,517        1,999,740   

Starbird Funding Corp.
0.930%, 02/10/17

    7,480,625        7,492,806   

Toronto Dominion Holding Corp.
0.600%, 01/05/17

    2,996,900        2,999,664   

Versailles Commercial Paper LLC
1.000%, 01/31/17

    997,333        999,248   

1.050%, 01/17/17

    1,644,995        1,649,262   

Victory Receivables Corp.
1.050%, 01/04/17

    1,495,669        1,499,893   

Westpac Banking Corp.
1.232%, 10/20/17 (g)

    4,300,000        4,307,508   
   

 

 

 
      52,434,953   
   

 

 

 
Money Market Fund—0.4%  

Fidelity Investments Money Market Treasury Portfolio

    5,000,000        5,000,000   
   

 

 

 
Repurchase Agreements—6.1%  

Citigroup Global Markets, Ltd.
Repurchase Agreement dated 12/29/16 at 0.710% to be repurchased at $5,000,493 on 01/03/17, collateralized by $5,043,683 U.S. Treasury and Foreign Obligations with rates ranging from 1.750% - 2.750%, maturity dates ranging from 10/15/19 - 11/15/23, with a value of $5,100,001.

    5,000,000        5,000,000   

Deutsche Bank AG, London
Repurchase Agreement dated 12/30/16 at 0.950% to be repurchased at $2,400,253 on 01/03/17, collateralized by $2,450,160 Foreign Obligations with rates ranging from 1.750% - 2.500%, maturity dates ranging from 09/05/19 - 11/20/24, with a value of $2,448,014.

    2,400,000        2,400,000   

Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $17,608,178 on 01/03/17, collateralized by various Common Stock with a value of $19,563,368.

    17,600,000        17,600,000   

Deutsche Bank Securities, Inc.
Repurchase Agreement dated 10/18/16 at 1.110% to be repurchased at $5,020,967 on 03/03/17, collateralized by Various Common Stock with a value of $5,500,000.

    5,000,000        5,000,000   
Repurchase Agreements—(Continued)  

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $2,459,639 on 01/03/17, collateralized by $12,657,138 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $2,508,704.

    2,459,513      2,459,513   

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/27/16 at 0.580% to be repurchased at $9,401,060 on 01/03/17, collateralized by $9,299,938 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $9,592,858.

    9,400,000        9,400,000   

Merrill Lynch, Pierce, Fenner & Smith, Inc. Repurchase Agreement dated 10/26/16 at 1.160% to be repurchased at $4,623,567 on 04/03/17, collateralized by various Common Stock with a value of $5,060,000.

    4,600,000        4,600,000   

Natixis
Repurchase Agreement dated 12/30/16 at 0.600% to be repurchased at $5,000,333 on 01/03/17, collateralized by $8,978,822 U.S. Government Agency and Treasury Obligations with rates ranging from 0.996% - 7.000%, maturity dates ranging from 01/15/20 - 12/01/46, with a value of $5,100,340.

    5,000,000        5,000,000   

Repurchase Agreement dated 12/28/16 at 0.750% to be repurchased at $20,003,333 on 01/05/17, collateralized by $32,101,387 U.S. Government Agency and Treasury Obligations with rates ranging from 0.000% - 4.672%, maturity dates ranging from 01/31/17 - 09/16/58, with a value of $20,402,508.

    20,000,000        20,000,000   

Pershing LLC
Repurchase Agreement dated 12/30/16 at 0.680% to be repurchased at $7,000,529 on 01/03/17, collateralized by $10,271,551 U.S. Government Agency Obligations with rates ranging from 0.625% - 11.018%, maturity dates ranging from 01/17/17 - 08/20/66, with a value of $7,140,000.

    7,000,000        7,000,000   
   

 

 

 
      78,459,513   
   

 

 

 
Time Deposits—0.9%  

OP Corporate Bank plc
1.010%, 01/04/17

    2,800,000        2,800,000   

1.200%, 01/23/17

    4,000,000        4,000,000   

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (f)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Time Deposits—(Continued)  

Shinkin Central Bank
1.200%, 01/27/17

    900,000      $ 900,000   

1.220%, 01/26/17

    3,600,000        3,600,000   
   

 

 

 
      11,300,000   
   

 

 

 

Total Securities Lending Reinvestments
(Cost $272,583,248)

      272,632,795   
   

 

 

 

Total Investments—121.1%
(Cost $1,272,052,722) (h)

      1,555,108,941   

Other assets and liabilities (net)—(21.1)%

      (270,908,303
   

 

 

 
Net Assets—100.0%     $ 1,284,200,638   
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) Non-income producing security.
(b) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $261,363,443 and the collateral received consisted of cash in the amount of $272,518,484. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(c) Security was valued in good faith under procedures approved by the Board of Trustees. As of December 31, 2016, these securities represent less than 0.05% of net assets.
(d) Illiquid security. As of December 31, 2016, these securities represent 0.0% of net assets.
(e) Affiliated Issuer. (See Note 6 of the Notes to Financial Statements for a summary of transactions in securities of affiliated issuers.)
(f) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(g) Variable or floating rate security. The stated rate represents the rate at December 31, 2016.
(h) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $1,273,335,297. The aggregate unrealized appreciation and depreciation of investments were $326,178,004 and $(44,404,360), respectively, resulting in net unrealized appreciation of $281,773,644 for federal income tax purposes.

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2     Level 3      Total  

Total Common Stocks*

   $ 1,281,007,319       $ —        $ —         $ 1,281,007,319   

Total Rights*

     —           —          323,645         323,645   

Total Short-Term Investment*

     1,145,182         —          —           1,145,182   
Securities Lending Reinvestments   

Certificates of Deposit

     —           125,438,329        —           125,438,329   

Commercial Paper

     —           52,434,953        —           52,434,953   

Money Market Fund

     5,000,000         —          —           5,000,000   

Repurchase Agreements

     —           78,459,513        —           78,459,513   

Time Deposits

     —           11,300,000        —           11,300,000   

Total Securities Lending Reinvestments

     5,000,000         267,632,795        —           272,632,795   

Total Investments

   $ 1,287,152,501       $ 267,632,795      $ 323,645       $ 1,555,108,941   
                                    

Collateral for Securities Loaned (Liability)

   $ —         $ (272,518,484   $ —         $ (272,518,484

 

* See Schedule of Investments for additional detailed categorizations.

Level 3 investments at the beginning and/or end of the period in relation to net assets were not significant and accordingly, a reconciliation of Level 3 assets for the year ended December 31, 2016 is not presented.

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

  

Investments at value (a) (b)

   $ 1,553,963,759   

Affiliated investments at value (c)

     1,145,182   

Cash

     267,625   

Cash denominated in foreign currencies (d)

     15,238   

Receivable for:

  

Investments sold

     4,341,882   

Fund shares sold

     154,733   

Dividends

     776,253   

Dividends on affiliated investments

     1,159   

Prepaid expenses

     3,578   
  

 

 

 

Total Assets

     1,560,669,409   

Liabilities

  

Collateral for securities loaned

     272,518,484   

Payables for:

  

Investments purchased

     1,951,869   

Fund shares redeemed

     1,178,852   

Accrued Expenses:

  

Management fees

     493,212   

Distribution and service fees

     85,249   

Deferred trustees’ fees

     92,334   

Other expenses

     148,771   
  

 

 

 

Total Liabilities

     276,468,771   
  

 

 

 

Net Assets

   $ 1,284,200,638   
  

 

 

 

Net Assets Consist of:

  

Paid in surplus

   $ 916,642,101   

Undistributed net investment income

     3,195,807   

Accumulated net realized gain

     81,306,684   

Unrealized appreciation on investments and foreign currency transactions

     283,056,046   
  

 

 

 

Net Assets

   $ 1,284,200,638   
  

 

 

 

Net Assets

  

Class A

   $ 880,781,357   

Class B

     384,727,545   

Class E

     15,840,517   

Class G

     2,851,219   

Capital Shares Outstanding*

  

Class A

     41,129,927   

Class B

     19,131,196   

Class E

     771,372   

Class G

     146,302   

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 21.41   

Class B

     20.11   

Class E

     20.54   

Class G

     19.49   

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments, excluding affiliated investments, was $1,270,907,540.
(b) Includes securities loaned at value of $261,363,443.
(c) Identified cost of affiliated investments was $1,145,182.
(d) Identified cost of cash denominated in foreign currencies was $15,411.

 

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

  

Dividends (a)

   $ 8,610,922   

Dividends from affiliated investments

     20,227   

Securities lending income

     1,398,219   

Other income (b)

     305,269   
  

 

 

 

Total investment income

     10,334,637   

Expenses

  

Management fees

     5,785,892   

Administration fees

     40,080   

Custodian and accounting fees

     71,635   

Distribution and service fees—Class B

     914,706   

Distribution and service fees—Class E

     23,275   

Distribution and service fees—Class G

     6,614   

Audit and tax services

     42,040   

Legal

     33,111   

Trustees’ fees and expenses

     45,248   

Shareholder reporting

     121,619   

Insurance

     8,615   

Miscellaneous

     21,306   
  

 

 

 

Total expenses

     7,114,141   

Less management fee waiver

     (271,905

Less broker commission recapture

     (6,159
  

 

 

 

Net expenses

     6,836,077   
  

 

 

 

Net Investment Income

     3,498,560   
  

 

 

 

Net Realized and Unrealized Gain

  

Net realized gain (loss) on:   

Investments

     82,251,432   

Foreign currency transactions

     (434
  

 

 

 

Net realized gain

     82,250,998   
  

 

 

 
Net change in unrealized appreciation (depreciation) on:   

Investments

     53,514,678   

Foreign currency transactions

     (50
  

 

 

 

Net change in unrealized appreciation

     53,514,628   
  

 

 

 

Net realized and unrealized gain

     135,765,626   
  

 

 

 

Net Increase in Net Assets From Operations

   $ 139,264,186   
  

 

 

 

 

(a) Net of foreign withholding taxes of $17,433.
(b) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

  

From Operations

  

Net investment income

   $ 3,498,560      $ 2,688,274   

Net realized gain

     82,250,998        158,042,254   

Net change in unrealized appreciation (depreciation)

     53,514,628        (122,202,415
  

 

 

   

 

 

 

Increase in net assets from operations

     139,264,186        38,528,113   
  

 

 

   

 

 

 

From Distributions to Shareholders

  

Net investment income

  

Class A

     (2,262,161     (1,259,590

Class B

     (122,343     0   

Class E

     (22,202     0   

Net realized capital gains

  

Class A

     (107,740,208     (79,094,819

Class B

     (49,111,904     (34,643,548

Class E

     (2,012,509     (1,604,588

Class G

     (310,878     (31,998
  

 

 

   

 

 

 

Total distributions

     (161,582,205     (116,634,543
  

 

 

   

 

 

 

Increase in net assets from capital share transactions

     51,363,420        8,079,153   
  

 

 

   

 

 

 

Total increase (decrease) in net assets

     29,045,401        (70,027,277

Net Assets

  

Beginning of period

     1,255,155,237        1,325,182,514   
  

 

 

   

 

 

 

End of period

   $ 1,284,200,638      $ 1,255,155,237   
  

 

 

   

 

 

 

Undistributed net investment income

  

End of period

   $ 3,195,807      $ 2,472,057   
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

  

Sales

     1,981,592      $ 42,181,500        920,807      $ 21,896,567   

Reinvestments

     5,702,560        110,002,369        3,406,291        80,354,409   

Redemptions

     (5,785,041     (121,880,009     (5,210,225     (125,668,142
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     1,899,111      $ 30,303,860        (883,127   $ (23,417,166
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

  

Sales

     1,507,636      $ 29,367,915        1,884,588      $ 41,925,115   

Reinvestments

     2,714,127        49,234,247        1,548,661        34,643,548   

Redemptions

     (3,007,893     (58,496,856     (2,107,023     (47,302,904
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     1,213,870      $ 20,105,306        1,326,226      $ 29,265,759   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

  

Sales

     68,010      $ 1,354,404        111,886      $ 2,564,259   

Reinvestments

     109,925        2,034,711        70,469        1,604,588   

Redemptions

     (202,798     (4,018,315     (141,884     (3,228,218
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (24,863   $ (629,200     40,471      $ 940,629   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class G

  

Sales

     75,500      $ 1,413,250        61,861      $ 1,321,908   

Reinvestments

     17,683        310,878        1,463        31,998   

Redemptions

     (7,445     (140,674     (3,075     (63,975
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     85,738      $ 1,583,454        60,249      $ 1,289,931   
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase derived from capital shares transactions

     $ 51,363,420        $ 8,079,153   
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Financial Highlights

 

Selected per share data       
     Class A  
     Year Ended December 31,  
     2016     2015      2014     2013      2012  

Net Asset Value, Beginning of Period

   $ 22.01      $ 23.40       $ 23.77      $ 17.53       $ 16.68   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.07  (b)      0.07         0.06        0.04         0.10   

Net realized and unrealized gain on investments

     2.20        0.71         1.35        7.37         2.52   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total from investment operations

     2.27        0.78         1.41        7.41         2.62   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.06     (0.03      (0.00 )(c)      (0.07      0.00   

Distributions from net realized capital gains

     (2.81     (2.14      (1.78     (1.10      (1.77
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total distributions

     (2.87     (2.17      (1.78     (1.17      (1.77
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 21.41      $ 22.01       $ 23.40      $ 23.77       $ 17.53   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total Return (%) (d)

     11.74        2.71         6.91        44.55         16.18   

Ratios/Supplemental Data

            

Gross ratio of expenses to average net assets (%)

     0.50        0.50         0.51        0.52         0.55   

Net ratio of expenses to average net assets (%) (e)

     0.48        0.48         0.48        0.49         0.52   

Ratio of net investment income to average net assets (%)

     0.36  (b)      0.28         0.25        0.21         0.56   

Portfolio turnover rate (%)

     22        27         25        29         26   

Net assets, end of period (in millions)

   $ 880.8      $ 863.6       $ 938.5      $ 714.2       $ 387.0   
     Class B  
     Year Ended December 31,  
     2016     2015      2014     2013      2012  

Net Asset Value, Beginning of Period

   $ 20.84      $ 22.28       $ 22.77      $ 16.84       $ 16.12   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (loss) (a)

     0.02  (b)      0.01         (0.00 )(f)      (0.01      0.04   

Net realized and unrealized gain on investments

     2.07        0.69         1.29        7.07         2.45   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total from investment operations

     2.09        0.70         1.29        7.06         2.49   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.01     0.00         0.00        (0.03      0.00   

Distributions from net realized capital gains

     (2.81     (2.14      (1.78     (1.10      (1.77
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total distributions

     (2.82     (2.14      (1.78     (1.13      (1.77
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 20.11      $ 20.84       $ 22.28      $ 22.77       $ 16.84   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total Return (%) (d)

     11.48        2.46         6.65        44.17         15.91   

Ratios/Supplemental Data

            

Gross ratio of expenses to average net assets (%)

     0.75        0.75         0.76        0.77         0.80   

Net ratio of expenses to average net assets (%) (e)

     0.73        0.73         0.73        0.74         0.77   

Ratio of net investment income (loss) to average net assets (%)

     0.11  (b)      0.03         (0.01     (0.05      0.25   

Portfolio turnover rate (%)

     22        27         25        29         26   

Net assets, end of period (in millions)

   $ 384.7      $ 373.4       $ 369.6      $ 373.6       $ 276.5   

Please see following page for Financial Highlights footnote legend.

 

 

See accompanying notes to financial statements.

 

MSF-13


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Financial Highlights

 

Selected per share data  
     Class E  
     Year Ended December 31,  
     2016     2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 21.23      $ 22.63       $ 23.09       $ 17.06       $ 16.29   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.04  (b)      0.03         0.02         0.01         0.06   

Net realized and unrealized gain on investments

     2.11        0.71         1.30         7.16         2.48   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     2.15        0.74         1.32         7.17         2.54   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.03     0.00         0.00         (0.04      0.00   

Distributions from net realized capital gains

     (2.81     (2.14      (1.78      (1.10      (1.77
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (2.84     (2.14      (1.78      (1.14      (1.77
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 20.54      $ 21.23       $ 22.63       $ 23.09       $ 17.06   
  

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (d)

     11.55        2.61         6.69         44.32         16.06   

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     0.65        0.65         0.66         0.67         0.70   

Net ratio of expenses to average net assets (%) (e)

     0.63        0.63         0.63         0.64         0.67   

Ratio of net investment income to average net assets (%)

     0.21  (b)      0.12         0.09         0.05         0.34   

Portfolio turnover rate (%)

     22        27         25         29         26   

Net assets, end of period (in millions)

   $ 15.8      $ 16.9       $ 17.1       $ 18.8       $ 14.2   
     Class G                
     Year Ended December 31,                
     2016     2015      2014(g)                

Net Asset Value, Beginning of Period

   $ 20.34      $ 21.78       $ 21.49         
  

 

 

   

 

 

    

 

 

       

Income (Loss) from Investment Operations

  

     

Net investment income (loss) (a)

     0.02  (b)      (0.01      0.01         

Net realized and unrealized gain on investments

     1.94        0.71         0.28         
  

 

 

   

 

 

    

 

 

       

Total from investment operations

     1.96        0.70         0.29         
  

 

 

   

 

 

    

 

 

       

Less Distributions

  

     

Distributions from net realized capital gains

     (2.81     (2.14      0.00         
  

 

 

   

 

 

    

 

 

       

Total distributions

     (2.81     (2.14      0.00         
  

 

 

   

 

 

    

 

 

       

Net Asset Value, End of Period

   $ 19.49      $ 20.34       $ 21.78         
  

 

 

   

 

 

    

 

 

       

Total Return (%) (d)

     11.14        2.51         1.35 (h)       

Ratios/Supplemental Data

             

Gross ratio of expenses to average net assets (%)

     0.80        0.80         0.83 (i)       

Net ratio of expenses to average net assets (%) (e)

     0.78        0.78         0.81 (i)       

Ratio of net investment income (loss) to average net assets (%)

     0.08  (b)      (0.06      0.40 (i)       

Portfolio turnover rate (%)

     22        27         25         

Net assets, end of period (in millions)

   $ 2.9      $ 1.2       $ 0.0 (j)       

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Net investment income per share and the ratio of net investment income to average net assets include a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which amounted to less than $0.01 per share and 0.02% of average net assets, respectively.
(c) Distributions from net investment income were less than $0.01.
(d) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(e) Includes the effects of management fee waivers (see Note 5 of the Notes to Financial Statements).
(f) Net investment loss was less than $0.01.
(g) Commencement of operations was November 12, 2014.
(h) Periods less than one year are not computed on an annualized basis.
(i) Computed on an annualized basis.
(j) Net assets, end of period rounds to less than $0.1 million.

 

 

See accompanying notes to financial statements.

 

MSF-14


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is T. Rowe Price Small Cap Growth Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers four classes of shares: Class A, B, E and G shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

 

MSF-15


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization

 

MSF-16


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to foreign currency transactions, adjustments to prior period accumulated balances, real estate investment trust (REIT) adjustments, and broker commission recapture. These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Directed Brokerage Agreement - The Trust has entered into a directed brokerage arrangement with State Street Global Markets (“SSGM”). Under this arrangement, the Portfolio directs certain trades to SSGM in return for a recapture credit. SSGM issues a cash rebate to the Portfolio. Amounts paid to the Portfolio are shown separately as broker commission recapture on the Statement of Operations of the Portfolio. Additionally, these amounts have been excluded from the calculation of the net ratio of expenses to average net assets presented in the Financial Highlights for each share class.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $78,459,513. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

 

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at

 

MSF-17


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

All securities on loan are classified as Common Stocks in the Portfolio’s Schedule of Investments as of December 31, 2016, with a contractual maturity of overnight and continuous.

3. Certain Risks

 

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

4. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 275,289,006      $ 0      $ 364,097,559  

The Portfolio engaged in security transactions with other accounts managed by T. Rowe Price Associates that amounted to $30,401 in purchases and $260,764 in sales of investments, which are included above, and resulted in realized losses of $70,320.

 

MSF-18


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

5. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$5,785,892      0.550   Of the first $100 million
     0.500   Of the next $300 million
     0.450   On amounts in excess of $400 million

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. T. Rowe Price Associates, Inc. (“T. Rowe Price”) is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Management Fee Waivers - Effective February 17, 2005, T. Rowe Price agreed to a voluntary subadvisory fee waiver that applies if (i) assets under management by T. Rowe Price for the Trust and Met Investors Series Trust (“MIST”), an affiliate of the Trust, in the aggregate, exceed $750,000,000, (ii) T. Rowe Price subadvises three or more portfolios of the Trust and MIST in the aggregate, and (iii) at least one of those portfolios is a large cap domestic equity portfolio.

If the aforementioned conditions are met, T. Rowe Price will waive its subadvisory fee paid by MetLife Advisers by 5% for combined Trust and MIST average daily net assets over $750,000,000, 7.5% for the next $1,500,000,000 of combined assets, and 10% for amounts over $3,000,000,000. MetLife Advisers has voluntarily agreed to reduce its advisory fee for the Portfolio by the amount waived (if any) by T. Rowe Price for the Portfolio pursuant to this voluntary subadvisory fee waiver. Because these fee waivers are voluntary, and not contractual, they may be discontinued by T. Rowe Price and MetLife Advisers at any time. Amounts waived for the year ended December 31, 2016 are shown as management fee waivers in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

 

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B, E, and G Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B, E, and G Shares. Under the Distribution and Service Plan, the Class B, E, and G Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B, E, and G Shares of the Portfolio. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares, 0.15% per year for Class E Shares, and 0.30% per year for Class G Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

 

MSF-19


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

6. Transactions in Securities of Affiliated Issuers

A summary of the Portfolio’s transactions in the securities of affiliated issuers during the year ended December 31, 2016 is as follows:

 

Security Description

  Number of
shares held at
December 31, 2015
    Shares
purchased
    Shares
sold
    Number of
shares held at
December 31, 2016
    Realized
Gain/(Loss)
on shares
sold
    Income earned
from affiliates
during the
period
    Ending Value
as of
December 31, 2016
 

T. Rowe Price Government Reserve Fund

    6,869,128       151,383,679       (157,107,625     1,145,182     $     $ 20,227     $ 1,145,182  

7. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

8. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital Gain      Total  

2016

   2015      2016      2015      2016      2015  
$11,380,536    $ 6,987,808      $ 150,201,669      $ 109,646,735      $ 161,582,205      $ 116,634,543  

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
     Total  
$3,288,141    $ 82,589,259      $ 281,773,471      $      $ 367,650,871  

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had no post-enactment accumulated capital losses and no pre-enactment accumulated capital loss carryforwards.

9. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-20


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of T. Rowe Price Small Cap Growth Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of T. Rowe Price Small Cap Growth Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of T. Rowe Price Small Cap Growth Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-21


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-22


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and MSF)
to present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-23


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST)
to present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF)
to present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF)
to present
   Vice President, MetLife, Inc. (2013-present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST)
to present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-24


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment

 

MSF-25


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of

 

MSF-26


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

*  *  *

T. Rowe Price Small Cap Growth Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and T. Rowe Price Associates, Inc. regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe and its Lipper Index for the one-, three-, and five-year periods ended June 30, 2016. The Board also considered that the Portfolio outperformed its benchmark, the MSCI U.S. Small Cap Growth Index, for the three- and five-year periods ended October 31, 2016, and underperformed its benchmark for the one-year period ended October 31, 2016.

The Board also considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b-1 fees) were below the median of the Expense Group, Expense Universe, and Sub-advised Expense Universe. The Board further noted that the Portfolio’s contractual management fees were below the asset-weighted average of certain comparable funds at the Portfolio’s current size and were the lowest in the Expense Group. The Board also noted that the Portfolio’s contractual sub-advisory fees were above the average of the Sub-advised Expense Group and below the average of the Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-27


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-28


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-29


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-30


Metropolitan Series Fund

T. Rowe Price Small Cap Growth Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-31


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Managed by Van Eck Associates Corporation

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A and B shares of the Van Eck Global Natural Resources Portfolio returned 44.26% and 43.74%, respectively. The Portfolio’s benchmark, the Standard & Poor’s (“S&P”) North American Natural Resources Index1, returned 30.87%.

MARKET ENVIRONMENT / CONDITIONS

The most significant macroeconomic factor influencing the market in which the Portfolio invested continued to be the extraordinary monetary accommodation extended by central banks around the world. At the end of the year this was reflected, not least, in the record high balance sheets of these banks. Added to this in the fourth quarter of the year, following the election of Donald Trump as President, was the expectation of future fiscal stimulus in the U.S.

As the year drew to a close, the deflation/inflation “conversation” shifted from being strongly deflationary to including a degree of valid concern about the prospect of forthcoming inflation. We believe this was reflected in the U.S. Federal Reserve Bank’s (the “Fed”) intimation that there might be three further rate hikes in 2017—following the hike in December.

Taken together with the continued rebalancing of supply and demand, particularly for oil and gas, all these factors proved, for the most part, positive for commodities.

While the market may have spent much of the year under the twin shadows and uncertainties of Brexit (British withdrawal from the European Union) and the U.S. presidential elections, when it came down to it, the results of neither were quite what had been expected.

Despite the surprises both brought with them, the effects of Brexit (about which there had been so much concern) appear, in the short term anyway, to have been minimal and, in the U.S., markets have risen inexorably since the election of Donald Trump as the country’s 45th president.

Having ended 2015 at 698, the U.S. rig count (both oil and gas) continued to drop in the early part of the year before appearing to bottom at the end of May. Thereafter it started to climb again. But, by the end of the year, at 658, it still fell short of its level at the beginning of the year. Over 1,200 rigs throughout the U.S. have been taken out of commission since the count’s peak in September 2014 and we remain at near historically low levels. Any rebound will, therefore, necessarily remain incremental.

Following a low in mid-February, the price of crude oil rose through June. Thereafter, it paused during the summer, following a generally sideways (if slightly rising) trajectory through to the end of October. It then fell, once again, after a “special meeting” of OPEC (Organization of the Petroleum Exporting Countries), at which it essentially agreed to come to an agreement to cap production, but no agreement was actually consummated. The price rebounded, however, after the organization’s official meeting at the end of November at which it agreed to cut production. The OPEC agreement was soon followed by a similar agreement among various non-OPEC producers to do likewise and front month West Texas Intermediate (“WTI”) crude oil ended the 12-month period at $53.72 per barrel, very near the high for the year.

Roughly paralleling oil, and having also troughed in the first quarter, the price of natural gas also strengthened over the rest of the year, not least because of the drop in the gas rig count and the fall in production.

Placing OPEC’s November meeting in context, we believe it could well be described as “historic.” In a two-year timeframe, the Saudi Arabians have executed a 180° turn in terms of policy. Until the meeting in November, OPEC was, essentially, defunct as an effective institution. While the Saudis may have brought it to its knees, it is they who resurrected it. The result has been that they have basically said that oil prices in the $40s are unsustainable, and the closer they get to $40, or the longer they stay in the $40 range or below, the higher the likelihood of strict adherence to the quotas that have been established.

Much in the same way that, for example, the monetary policy approaches Fed chairmen Alan Greenspan (1987-2000) and Ben Bernanke (2007-2008), became known, respectively, as the “Greenspan put” and “Bernanke put,” we believe that OPEC’s approach can, likewise, be described as the “OPEC put.”

OPEC’s move can be viewed from a couple of different perspectives. In the short term, $40 oil had become unbearable, with OPEC’s members unable to meet their own fiscal obligations, and Saudi Arabia suffering the most. In the longer term, $40 oil provided the majors and national oil companies, in particular, with little incentive to make any investment in establishing any sort of stable, longer-term, oil supply that would: 1) eventually hold up to inevitable demand growth; and, 2) down the road, avoid spikes.

However, coming in on the back of the historically low discoveries of conventional oil in 2015, the continued dramatic capital expenditure reductions by both the international and national oil companies would suggest that, when the data for the year come in, 2016 is not going to be any better in terms of such discoveries.

With regard to demand, despite the balance of risks and data that came out in 2016 leaning to the down side, demand for crude oil and gasoline remained resilient in the face of both anemic global GDP (Gross Domestic Product) and, indeed, GDP outlooks. The U.S., the largest consumer of crude oil and petroleum products, was particularly robust with recent weekly gasoline consumption figures reaching all-time record levels—remarkable for the “non-driving season” month of December.

 

MSF-1


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Managed by Van Eck Associates Corporation

Portfolio Manager Commentary*—(Continued)

 

Gold had a roller-coaster of a year in 2016. For the first half of the year, it benefited from continued monetary easing, stimulus policies, and the erosion of confidence in the ability of central banks to deliver global growth. However, this, then, turned around when it became very apparent that the Fed was going to raise rates and the U.S. dollar started to strengthen.

Base metals remained more or less strong over the course of the year. Following somewhat of a stuttering start, they strengthened into the end of the year, reflecting some of the production cuts that were part of the continuing multi-year restructuring in the industry. Among the base metals, zinc’s supply and demand came into better alignment, not least because Glencore significantly reduced production of the metal at one of its major mines and demand remained solid. Copper, too, had a good year in 2016.

Despite strong share price performance, the global mining sector continued its corporate-level restructuring, with the strengthening of balance sheets and reduction of operating costs the main focus. However, signs are now becoming apparent that at least some companies are starting to focus again on growth.

A very healthy corn crop in North America put pressure both on prices and companies engaged in activities ancillary to this commodity—be they related either to input or output.

While these prices may have been, in part, helpful and stimulative for proteins, they too had their own supply issues with cattle markets, in particular, under pressure from oversupply: the U.S. cattle herd, having dropped in number drastically three or four years ago, has now completely rebounded.

PORTFOLIO REVIEW / PERIOD END POSITIONING

Several key aspects that contributed to outperformance of the Portfolio relative to the S&P North American Natural Resources Sector Index were overweight positions and outperformance in the diversified metals & mining, oil & gas drilling, gold, and copper sub-industries.

The Portfolio’s three strongest positive-contributing individual positions were: diversified metals & mining company Glencore (Switzerland), which benefited from both commodity price support, in particular, strong copper prices and continued, and expanded, successful strategic structural optimization; gold mining company Agnico Eagle Mines (Canada), which, together with robust gold prices earlier in the year, benefited from its continued focus on cost reduction and strong operational performance; and copper producing company First Quantum Minerals (Canada), which also benefited from commodity price support, in particular, strong copper prices and continuing, successful, strategic structural optimization.

The three weakest-contributing sub-industries to the Portfolio’s performance were fertilizers & agricultural chemicals, semiconductor equipment, and electrical components & equipment. The Portfolio’s three weakest-contributing companies were: CF Industries Holdings, a fertilizer & agricultural chemicals company which was hit by softer pricing related to nitrogen oversupply; Valero Energy (sold by the Portfolio during the period), an oil & gas refining & marketing company which suffered from the rebound in crude oil prices; and SunEdison (sold by the Portfolio during the period), a semiconductor equipment (solar) company.

The Portfolio’s largest new positions during the reporting period were in the gold and oil & gas exploration & production sub-industries, establishing new positions in Newmont Mining, PDC Energy, and Hess, respectively.

The Portfolio’s largest exited positions were in the oil & gas refining & marketing, oil & gas exploration & production, and oil & gas equipment & services sub-industries, which, respectively, eliminated positions in Valero Energy, Anadarko Petroleum, and Baker Hughes.

Broadly speaking, on both an absolute and relative basis, the Portfolio increased sizably its weightings to the oil & gas drilling and diversified metals & mining sub-industries. The Portfolio, on both an absolute and relative basis, decreased sizably its weightings to the gold and oil & gas storage & transportation sub-industries. The Portfolio also reduced its weighting to the oil & gas refining and marketing sub-industry.

As of December 31, 2016, the Portfolio’s most substantially overweight positions relative to the benchmark were in the oil & gas exploration & production and diversified metals & mining sub-industries. It also had a substantially overweight position in the oil & gas drilling sub-industry.

As of December 31, 2016, the Portfolio had no allocation to the integrated oil & gas sub-industry, making that a substantially underweight position relative to the benchmark. As of the same date, the Portfolio’s next most underweight position was in the oil & gas

 

MSF-2


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Managed by Van Eck Associates Corporation

Portfolio Manager Commentary*—(Continued)

 

storage & transportation sub-industry. The Portfolio also held an underweight position in the oil & gas refining & marketing sub-industry.

Shawn Reynolds

Charles Cameron

Portfolio Managers

Van Eck Associates Corporation

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-3


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE S&P NORTH AMERICAN NATURAL RESOURCES SECTOR INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        Since Inception2  
Van Eck Global Natural Resources Portfolio                 

Class A

       44.26           -2.02           4.83   

Class B

       43.74           -2.27           4.06   
S&P North American Natural Resources Sector Index        30.87           1.26           6.03   

1 The S&P North American Natural Resources Sector Index was developed as an equity benchmark for U.S. traded natural resource related stocks.

2 Inception dates of the Class A and Class B shares are 10/31/08 and 4/28/09, respectively. Index since inception return is based on the Class A inception date.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Holdings

 

     % of
Net Assets
 
Halliburton Co.      4.5   
Nabors Industries, Ltd.      4.4   
Glencore plc      4.3   
Diamondback Energy, Inc.      3.9   
Parsley Energy, Inc. - Class A      3.8   
Patterson-UTI Energy, Inc.      3.8   
Pioneer Natural Resources Co.      3.6   
Schlumberger, Ltd.      3.6   
Cimarex Energy Co.      3.5   
EOG Resources, Inc.      3.5   

Top Sectors

 

     % of
Net Assets
 
Energy      64.8   
Materials      29.8   
Industrials      1.4   
Consumer Staples      0.9   
Financials      0.2   

 

MSF-4


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

Van Eck Global Natural Resources Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.79    $ 1,000.00         $ 1,115.00         $ 4.20   
   Hypothetical*      0.79    $ 1,000.00         $ 1,021.17         $ 4.01   

Class B(a)

   Actual      1.04    $ 1,000.00         $ 1,112.40         $ 5.52   
   Hypothetical*      1.04    $ 1,000.00         $ 1,019.91         $ 5.28   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 5 of the Notes to Financial Statements.

 

MSF-5


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Schedule of Investments as of December 31, 2016

Common Stocks—97.2% of Net Assets

 

Security Description  

Shares

    Value  
Chemicals—4.0%  

Agrium, Inc. (a)

    207,800      $ 20,894,290   

CF Industries Holdings, Inc. (a)

    670,400        21,104,192   
   

 

 

 
      41,998,482   
   

 

 

 
Electrical Equipment—0.3%  

Sunrun, Inc. (a) (b)

    616,600        3,274,146   
   

 

 

 
Energy Equipment & Services—21.7%  

Halliburton Co.

    870,400        47,079,936   

Nabors Industries, Ltd. (a)

    2,801,000        45,936,400   

Patterson-UTI Energy, Inc. (a)

    1,490,000        40,110,800   

Schlumberger, Ltd.

    443,500        37,231,825   

Superior Energy Services, Inc. (a)

    1,173,700        19,812,056   

Tenaris S.A. (ADR)

    318,500        11,373,635   

Vallourec S.A. (b)

    899,200        6,138,857   

Weatherford International plc (a) (b)

    3,936,500        19,643,135   
   

 

 

 
      227,326,644   
   

 

 

 
Food Products—0.9%  

Tyson Foods, Inc. - Class A

    146,200        9,017,616   
   

 

 

 
Metals & Mining—24.1%  

Agnico Eagle Mines, Ltd. (U.S. Listed Shares) (a)

    559,733        23,508,786   

Barrick Gold Corp.

    735,500        11,753,290   

First Quantum Minerals, Ltd.

    3,680,300        36,593,308   

Freeport-McMoRan, Inc. (b)

    888,100        11,714,039   

Glencore plc (b)

    13,448,337        45,201,130   

Goldcorp, Inc. (a)

    857,700        11,664,720   

Kinross Gold Corp. (b)

    1,875,900        5,834,049   

New Gold, Inc. (b)

    1,522,900        5,330,150   

Newmont Mining Corp.

    667,600        22,745,132   

Petra Diamonds, Ltd. (b)

    4,762,427        9,143,813   

Randgold Resources, Ltd. (ADR)

    152,600        11,649,484   

Steel Dynamics, Inc.

    597,500        21,259,050   

Teck Resources, Ltd. - Class B (a)

    1,804,400        36,142,132   
   

 

 

 
      252,539,083   
   

 

 

 
Mortgage Real Estate Investment Trusts—0.2%  

Hannon Armstrong Sustainable Infrastructure Capital, Inc. (a)

    134,000        2,544,660   
   

 

 

 
Oil, Gas & Consumable Fuels—43.2%  

Callon Petroleum Co. (b)

    694,600        10,676,002   

Cimarex Energy Co. (a)

    271,000        36,828,900   

Concho Resources, Inc. (b)

    267,850        35,516,910   

CONSOL Energy, Inc.

    1,288,300        23,485,709   

Diamondback Energy, Inc. (a) (b)

    403,600        40,787,816   

EOG Resources, Inc.

    362,000        36,598,200   

Golar LNG, Ltd.

    316,100        7,251,334   

Green Plains, Inc. (a)

    477,800        13,306,730   

Gulfport Energy Corp. (b)

    742,900        16,076,356   

Hess Corp.

    390,000        24,293,100   
Oil, Gas & Consumable Fuels—(Continued)  

Laredo Petroleum, Inc. (a) (b)

    1,805,600      25,531,184   

Newfield Exploration Co. (a) (b)

    792,900        32,112,450   

Parsley Energy, Inc. - Class A (a) (b)

    1,140,100        40,177,124   

PDC Energy, Inc. (a) (b)

    443,500        32,189,230   

Pioneer Natural Resources Co.

    210,000        37,814,700   

RSP Permian, Inc. (b)

    245,500        10,954,210   

Scorpio Tankers, Inc.

    1,156,200        5,237,586   

SM Energy Co.

    684,200        23,591,216   
   

 

 

 
      452,428,757   
   

 

 

 
Paper & Forest Products—1.7%  

Louisiana-Pacific Corp. (b)

    958,300        18,140,619   
   

 

 

 
Road & Rail—1.1%  

Union Pacific Corp.

    108,200        11,218,176   
   

 

 

 

Total Common Stocks
(Cost $868,311,934)

      1,018,488,183   
   

 

 

 
Short-Term Investment—2.2%   
Mutual Fund—2.2%  

AIM STIT-STIC Prime Portfolio

    22,478,742        22,480,990   
   

 

 

 

Total Short-Term Investments
(Cost $22,480,990)

      22,480,990   
   

 

 

 
Securities Lending Reinvestments (c)—9.0%   
Certificates of Deposit—3.8%  

Banco Del Estado De Chile New York
1.154%, 06/21/17 (d)

    1,500,000        1,499,693   

Bank of Nova Scotia Houston
1.201%, 11/03/17 (d)

    2,000,000        2,001,693   

Bank of Tokyo UFJ, Ltd., New York
1.121%, 02/28/17 (d)

    1,500,000        1,500,030   

Barclays New York
0.894%, 02/10/17 (d)

    1,500,000        1,500,485   

Chiba Bank, Ltd., New York
0.950%, 02/02/17

    3,500,000        3,500,483   

Credit Suisse AG New York
1.364%, 05/12/17 (d)

    750,000        750,078   

1.444%, 04/24/17 (d)

    1,500,000        1,500,353   

DNB NOR Bank ASA
1.130%, 07/28/17 (d)

    600,000        599,895   

DZ Bank AG New York
1.010%, 02/27/17

    2,100,000        2,100,607   

KBC Brussells
1.050%, 01/27/17

    1,800,000        1,800,342   

1.050%, 02/07/17

    500,000        500,125   

Landesbank Hessen-Thüringen London
Zero Coupon, 01/24/17

    1,496,558        1,499,355   

Mizuho Bank, Ltd., New York
1.336%, 05/17/17

    2,000,000        1,999,808   

1.361%, 04/26/17 (d)

    1,000,000        999,949   

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (c)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Certificates of Deposit—(Continued)  

National Australia Bank London
1.034%, 05/02/17 (d)

    1,000,000      $ 1,000,944   

National Bank of Canada
0.650%, 01/06/17

    2,000,000        2,000,080   

Natixis New York
0.900%, 02/17/17

    2,000,000        2,000,256   

Shizuoka Bank New York
0.840%, 01/03/17

    2,100,000        2,100,008   

Standard Chartered Bank New York
1.150%, 03/21/17

    3,500,000        3,500,591   

Sumitomo Bank New York
1.212%, 06/05/17 (d)

    2,500,000        2,499,950   

1.215%, 05/05/17 (d)

    250,000        250,416   

Sumitomo Mitsui Trust Bank, Ltd., London
1.262%, 05/08/17 (d)

    1,500,000        1,502,747   

Sumitomo Mitsui Trust Bank, Ltd., New York
1.351%, 04/26/17 (d)

    1,000,000        1,000,118   

UBS, Stamford
1.084%, 05/12/17 (d)

    600,000        599,954   

Wells Fargo Bank San Francisco N.A.
1.231%, 04/26/17 (d)

    600,000        600,168   

1.264%, 10/26/17 (d)

    1,250,000        1,250,854   
   

 

 

 
      40,058,982   
   

 

 

 
Commercial Paper—1.8%  

Atlantic Asset Securitization LLC
1.040%, 02/03/17

    1,794,540        1,798,429   

Den Norske ASA
1.206%, 04/27/17 (d)

    600,000        600,032   

Erste Abwicklungsanstalt
1.014%, 03/10/17 (d)

    500,000        500,003   

HSBC plc
1.216%, 04/25/17 (d)

    2,000,000        1,999,914   

Macquarie Bank, Ltd.
0.930%, 01/19/17

    249,406        249,846   

National Australia Bank, Ltd.
1.288%, 12/06/17 (d)

    1,500,000        1,500,003   

Old Line Funding LLC
1.030%, 03/13/17 (d)

    2,300,000        2,301,795   

Oversea-Chinese Banking Corp., Ltd.
0.890%, 02/21/17

    1,496,588        1,498,008   

Starbird Funding Corp.
1.240%, 06/13/17 (d)

    3,000,000        2,999,757   

Suncorp Metway, Ltd.
0.930%, 02/09/17

    1,496,435        1,498,339   

United Overseas Bank, Ltd.
0.900%, 02/22/17

    1,496,550        1,498,096   

Versailles Commercial Paper LLC
1.000%, 01/31/17

    1,595,733        1,598,797   

Westpac Banking Corp.
1.232%, 10/20/17 (d)

    1,250,000        1,252,183   
   

 

 

 
      19,295,202   
   

 

 

 
Repurchase Agreements—3.0%  

Citigroup Global Markets Ltd.
Repurchase Agreement dated 12/29/16 at 0.710% to be repurchased at $1,300,128 on 01/03/17, collateralized by $1,311,358 U.S. Treasury and Foreign Obligations with rates ranging from 1.750% - 2.750%, maturity dates ranging from 10/15/19 - 11/15/23, with a value of $1,326,000.

    1,300,000      1,300,000   

Deutsche Bank AG, London
Repurchase Agreement dated 12/30/16 at 0.950% to be repurchased at $800,084 on 01/03/17, collateralized by $816,720 Foreign Obligations with rates ranging from 1.750% - 2.500%, maturity dates ranging from 09/05/19 - 11/20/24, with a value of $816,005.

    800,000        800,000   

Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $7,703,523 on 01/03/17, collateralized by various Common Stock with a value of $8,558,974.

    7,700,000        7,700,000   

Deutsche Bank Securities, Inc.
Repurchase Agreement dated 10/18/16 at 1.110% to be repurchased at $1,004,193 on 03/03/17, collateralized by various Common Stock with a value of $1,100,000.

    1,000,000        1,000,000   

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $6,929,875 on 01/03/17, collateralized by $35,660,672 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $7,068,112.

    6,929,521        6,929,521   

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/27/16 at 0.580% to be repurchased at $1,600,180 on 01/03/17, collateralized by $1,582,968 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $1,632,827.

    1,600,000        1,600,000   

Repurchase Agreement dated 12/15/16 at 0.600% to be repurchased at $6,002,200 on 01/06/17, collateralized by $5,936,131 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $6,123,101.

    6,000,000        6,000,000   

Merrill Lynch, Pierce, Fenner & Smith, Inc. Repurchase Agreement dated 10/26/16 at 1.160% to be repurchased at $804,099 on 04/03/17, collateralized by various Common Stock with a value of $880,000.

    800,000        800,000   

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (c)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Repurchase Agreements—(Continued)  

Natixis
Repurchase Agreement dated 12/30/16 at 0.600% to be repurchased at $1,000,067 on 01/03/17, collateralized by $1,795,764 U.S. Government Agency and Treasury Obligations with rates ranging from 0.996% - 7.000%, maturity dates ranging from 01/15/20 - 12/01/46, with a value of $1,020,068.

    1,000,000      $ 1,000,000   

Repurchase Agreement dated 12/28/16 at 0.750% to be repurchased at $4,000,667 on 01/05/17, collateralized by $6,420,277 U.S. Government Agency and Treasury Obligations with rates ranging from 0.000% - 4.672%, maturity dates ranging from 01/31/17 - 09/16/58, with a value of $4,080,502.

   
    4,000,000        4,000,000   
   

 

 

 
      31,129,521   
   

 

 

 
Time Deposits—0.4%  

OP Corporate Bank plc
1.010%, 01/04/17

    600,000        600,000   

1.200%, 01/23/17

    3,000,000        3,000,000   

Shinkin Central Bank
1.200%, 01/27/17

    200,000        200,000   

1.220%, 01/26/17

    800,000        800,000   
   

 

 

 
      4,600,000   
   

 

 

 

Total Securities Lending Reinvestments
(Cost $95,070,654)

      95,083,705   
   

 

 

 

Total Investments—108.4%
(Cost $985,863,578) (e)

      1,136,052,878   

Other assets and liabilities (net)—(8.4)%

      (87,682,363
   

 

 

 
Net Assets—100.0%     $ 1,048,370,515   
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $92,382,224 and the collateral received consisted of cash in the amount of $95,055,332. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(b) Non-income producing security.
(c) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(d) Variable or floating rate security. The stated rate represents the rate at December 31, 2016.
(e) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $1,017,048,161. The aggregate unrealized appreciation and depreciation of investments were $159,862,928 and $(40,858,211), respectively, resulting in net unrealized appreciation of $119,004,717 for federal income tax purposes.
(ADR)— An American Depositary Receipt is a certificate issued by a custodian bank representing the right to receive securities of the foreign issuer described. Trading on exchanges not located in the United States or Canada significantly influences the value of ADRs.

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Schedule of Investments as of December 31, 2016

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2     Level 3      Total  
Common Stocks   

Chemicals

   $ 41,998,482       $ —        $ —         $ 41,998,482   

Electrical Equipment

     3,274,146         —          —           3,274,146   

Energy Equipment & Services

     221,187,787         6,138,857        —           227,326,644   

Food Products

     9,017,616         —          —           9,017,616   

Metals & Mining

     198,194,140         54,344,943        —           252,539,083   

Mortgage Real Estate Investment Trusts

     2,544,660         —          —           2,544,660   

Oil, Gas & Consumable Fuels

     452,428,757         —          —           452,428,757   

Paper & Forest Products

     18,140,619         —          —           18,140,619   

Road & Rail

     11,218,176         —          —           11,218,176   

Total Common Stocks

     958,004,383         60,483,800        —           1,018,488,183   

Total Short-Term Investment*

     22,480,990         —          —           22,480,990   

Total Securities Lending Reinvestments*

     —           95,083,705        —           95,083,705   

Total Investments

   $ 980,485,373       $ 155,567,505      $ —         $ 1,136,052,878   
                                    

Collateral for Securities Loaned (Liability)

   $ —         $ (95,055,332   $ —         $ (95,055,332

 

* See Schedule of Investments for additional detailed categorizations.

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

  

Investments at value (a) (b)

   $ 1,136,052,878   

Cash

     57,267   

Receivable for:

  

Investments sold

     7,700,752   

Fund shares sold

     1,356   

Dividends

     681,387   

Prepaid expenses

     2,988   
  

 

 

 

Total Assets

     1,144,496,628   

Liabilities

  

Cash due to bank denominated in foreign currencies (c)

     6   

Collateral for securities loaned

     95,055,332   

Payables for:

  

Investments purchased

     59,067   

Fund shares redeemed

     73,296   

Accrued Expenses:

  

Management fees

     705,841   

Distribution and service fees

     29,264   

Deferred trustees’ fees

     90,794   

Other expenses

     112,513   
  

 

 

 

Total Liabilities

     96,126,113   
  

 

 

 

Net Assets

   $ 1,048,370,515   
  

 

 

 

Net Assets Consist of:

  

Paid in surplus

   $ 1,168,453,642   

Undistributed net investment income

     812,988   

Accumulated net realized loss

     (271,085,179

Unrealized appreciation on investments and foreign currency transactions

     150,189,064   
  

 

 

 

Net Assets

   $ 1,048,370,515   
  

 

 

 

Net Assets

  

Class A

   $ 916,173,109   

Class B

     132,197,406   

Capital Shares Outstanding*

  

Class A

     84,396,965   

Class B

     12,250,792   

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 10.86   

Class B

     10.79   

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $985,863,578.
(b) Includes securities loaned at value of $92,382,224.
(c) Identified cost of cash due to bank denominated in foreign currencies was $6.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

  

Dividends (a)

   $ 8,824,356   

Interest

     84,133   

Securities lending income

     723,526   

Other income (b)

     41,075   
  

 

 

 

Total investment income

     9,673,090   

Expenses

  

Management fees

     8,100,047   

Administration fees

     33,825   

Custodian and accounting fees

     61,007   

Distribution and service fees—Class B

     329,917   

Audit and tax services

     51,292   

Legal

     33,032   

Trustees’ fees and expenses

     45,248   

Shareholder reporting

     39,335   

Insurance

     7,187   

Miscellaneous

     20,341   
  

 

 

 

Total expenses

     8,721,231   

Less management fee waiver

     (120,399

Less broker commission recapture

     (60,722
  

 

 

 

Net expenses

     8,540,110   
  

 

 

 

Net Investment Income

     1,132,980   
  

 

 

 

Net Realized and Unrealized Gain (Loss)

  

Net realized loss on:   

Investments

     (135,904,318

Foreign currency transactions

     (7,731
  

 

 

 

Net realized loss

     (135,912,049
  

 

 

 
Net change in unrealized appreciation (depreciation) on:   

Investments

     541,328,687   

Foreign currency transactions

     (182
  

 

 

 

Net change in unrealized appreciation

     541,328,505   
  

 

 

 

Net realized and unrealized gain

     405,416,456   
  

 

 

 

Net Increase in Net Assets From Operations

   $ 406,549,436   
  

 

 

 

 

(a) Net of foreign withholding taxes of $253,786.
(b) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

  

From Operations

  

Net investment income

   $ 1,132,980      $ 8,261,009   

Net realized loss

     (135,912,049     (116,383,481

Net change in unrealized appreciation (depreciation)

     541,328,505        (267,741,713
  

 

 

   

 

 

 

Increase (decrease) in net assets from operations

     406,549,436        (375,864,185
  

 

 

   

 

 

 

From Distributions to Shareholders

  

Net investment income

  

Class A

     (7,529,545     (4,538,788

Class B

     (774,707     (282,297
  

 

 

   

 

 

 

Total distributions

     (8,304,252     (4,821,085
  

 

 

   

 

 

 

Increase (decrease) in net assets from capital share transactions

     (216,213,976     270,758,603   
  

 

 

   

 

 

 

Total increase (decrease) in net assets

     182,031,208        (109,926,667

Net Assets

  

Beginning of period

     866,339,307        976,265,974   
  

 

 

   

 

 

 

End of period

   $ 1,048,370,515      $ 866,339,307   
  

 

 

   

 

 

 

Undistributed net investment income

  

End of period

   $ 812,988      $ 8,079,344   
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

  

Sales

     22,439,892      $ 159,259,405        29,202,455      $ 297,797,116   

Reinvestments

     786,786        7,529,545        388,928        4,538,788   

Redemptions

     (37,901,036     (351,491,583     (4,823,710     (59,007,302
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (14,674,358   $ (184,702,633     24,767,673      $ 243,328,602   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

  

Sales

     2,278,552      $ 17,711,278        4,747,123      $ 45,406,659   

Reinvestments

     81,377        774,707        24,294        282,297   

Redemptions

     (5,245,745     (49,997,328     (1,662,099     (18,258,955
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     (2,885,816   $ (31,511,343     3,109,318      $ 27,430,001   
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase (decrease) derived from capital shares transactions

     $ (216,213,976     $ 270,758,603   
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Financial Highlights

 

Selected per share data  
     Class A  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 7.59      $ 11.32      $ 14.21      $ 12.91      $ 13.52  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

 

Net investment income (a)

     0.01        0.08        0.08        0.08        0.13  

Net realized and unrealized gain (loss) on investments

     3.34        (3.76      (2.66      1.34        0.25  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     3.35        (3.68      (2.58      1.42        0.38  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

 

Distributions from net investment income

     (0.08      (0.05      (0.08      (0.12      0.00  

Distributions from net realized capital gains

     0.00        0.00        (0.23      0.00        (0.99
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (0.08      (0.05      (0.31      (0.12      (0.99
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 10.86      $ 7.59      $ 11.32      $ 14.21      $ 12.91  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     44.26        (32.64      (18.63      11.06        2.80  

Ratios/Supplemental Data

              

Gross ratio of expenses to average net assets (%)

     0.81        0.81        0.81        0.81        0.82  

Net ratio of expenses to average net assets (%) (c)

     0.80        0.80        0.80        0.80        0.82  

Ratio of net investment income to average net assets (%)

     0.14        0.82        0.56        0.64        0.98  

Portfolio turnover rate (%)

     49        25        39        36        23  

Net assets, end of period (in millions)

   $ 916.2      $ 752.1      $ 841.0      $ 1,018.8      $ 828.1  
     Class B  
     Year Ended December 31,  
     2016      2015      2014      2013      2012  

Net Asset Value, Beginning of Period

   $ 7.55      $ 11.25      $ 14.12      $ 12.83      $ 13.47  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) from Investment Operations

 

Net investment income (loss) (a)

     (0.01      0.06        0.04        0.05        0.09  

Net realized and unrealized gain (loss) on investments

     3.31        (3.74      (2.64      1.33        0.26  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

     3.30        (3.68      (2.60      1.38        0.35  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Distributions

 

Distributions from net investment income

     (0.06      (0.02      (0.04      (0.09      0.00  

Distributions from net realized capital gains

     0.00        0.00        (0.23      0.00        (0.99
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions

     (0.06      (0.02      (0.27      (0.09      (0.99
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, End of Period

   $ 10.79      $ 7.55      $ 11.25      $ 14.12      $ 12.83  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return (%) (b)

     43.74        (32.76      (18.82      10.76        2.58  

Ratios/Supplemental Data

              

Gross ratio of expenses to average net assets (%)

     1.06        1.06        1.06        1.06        1.07  

Net ratio of expenses to average net assets (%) (c)

     1.05        1.05        1.05        1.05        1.07  

Ratio of net investment income (loss) to average net assets (%)

     (0.12      0.56        0.31        0.38        0.72  

Portfolio turnover rate (%)

     49        25        39        36        23  

Net assets, end of period (in millions)

   $ 132.2      $ 114.2      $ 135.3      $ 158.8      $ 165.1  

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(c) Includes the effects of management fee waivers (see Note 5 of the Notes to Financial Statements).

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is Van Eck Global Natural Resources Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers two classes of shares: Class A and B shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations

 

MSF-13


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over

 

MSF-14


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to foreign currency transactions, real estate investment trust (REIT) adjustments and broker commission recapture. These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Directed Brokerage Agreement - The Trust has entered into a directed brokerage arrangement with State Street Global Markets (“SSGM”). Under this arrangement, the Portfolio directs certain trades to SSGM in return for a recapture credit. SSGM issues a cash rebate to the Portfolio. Amounts paid to the Portfolio are shown separately as broker commission recapture on the Statement of Operations of the Portfolio. Additionally, these amounts have been excluded from the calculation of the net ratio of expenses to average net assets presented in the Financial Highlights for each share class.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $31,129,521. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

 

MSF-15


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

 

All securities on loan are classified as Common Stocks in the Portfolio’s Schedule of Investments as of December 31, 2016, with a contractual maturity of overnight and continuous.

3. Certain Risks

 

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Natural Resource and Foreign Investment Risk: The Portfolio may concentrate its investments in companies which are significantly engaged in the exploration, development, production and distribution of gold and other natural resources such as strategic and other metals, minerals, forest products, oil, natural gas and coal and by investing in gold bullion and coins. Since the Portfolio may concentrate its investments, it may be subject to greater risks and market fluctuations than other more diversified portfolios. The production and marketing of gold and other natural resources may be affected by actions and changes in governments. In addition, gold and natural resources may be cyclical in nature. In addition, the investments by the Portfolio in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies and pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Portfolio. Foreign investments may also subject the Portfolio to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which could affect the market and/or credit risk of the investments. In addition to the risks described above, risks may arise from forward foreign currency contracts with respect to the potential inability of counterparties to meet the terms of their contracts.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

4. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$0    $ 494,154,834      $ 0      $ 708,797,748  

The Portfolio engaged in security transactions with other accounts managed by Van Eck Associates Corporation that amounted to $10,673,258 in purchases of investments, which are included above.

 

MSF-16


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

5. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$8,100,047      0.800   Of the first $250 million
     0.775   Of the next $750 million
     0.750   On amounts in excess of $1 billion

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. Van Eck Associates Corporation is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Management Fee Waiver - Pursuant to a management fee waiver agreement, the Adviser has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum

   Average Daily Net Assets
0.025%    On amounts over $500 million and under $1 billion

An identical agreement was in place for the period May 1, 2015 to April 30, 2016. Amounts waived for the year ended December 31, 2016 are shown as a management fee waiver in the Statement of Operations.

 

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A and B Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B Shares. Under the Distribution and Service Plan, the Class B Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B Shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

6. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

 

MSF-17


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

7. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital
Gain
     Total  

2016

   2015      2016      2015      2016      2015  
$8,304,252    $ 4,821,085      $      $      $ 8,304,252      $ 4,821,085  

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Other
Accumulated
Capital Losses
    Total  
$902,255    $      $ 119,006,181      $ (239,900,595   $ (119,992,159

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had post-enactment accumulated short-term capital losses of $17,058,465, post-enactment accumulated long-term capital losses of $222,842,130, and no pre-enactment accumulated capital loss carryforwards.

8. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-18


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Van Eck Global Natural Resources Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Van Eck Global Natural Resources Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Van Eck Global Natural Resources Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-19


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-20


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held

by Trustee During the

Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and MSF)
to present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-21


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST)
to present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF)
to present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF)
to present
   Vice President, MetLife, Inc. (2013-present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST)
to present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-22


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-23


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee

 

MSF-24


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

*  *  *

Van Eck Global Natural Resources Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and Van Eck Associates Corporation regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio underperformed the median of its Performance Universe and its Lipper Index for the one-, three-, and five-year periods ended June 30, 2016. The Board also considered that the Portfolio outperformed its benchmark, the S&P North American Natural Resources Sector Index, for the one-year period ended October 31, 2016, and underperformed its benchmark for the three- and five-year periods ended October 31, 2016.

The Board also considered that the Portfolio’s actual management fees were equal to the Expense Group median and the Sub-advised Expense Universe median and were above the Expense Universe median. The Board further considered that the Portfolio’s total expenses (exclusive of 12b-1 fees) were below the Expense Group median, the Expense Universe median, and the Sub-advised Expense Universe median. The Board further noted that the Portfolio’s contractual management fees were above the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also noted that the Portfolio’s contractual sub-advisory fees were above the averages of the Sub-advised Expense Group and the Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-25


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes

 

MSF-26


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse

 

MSF-27


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-28


Metropolitan Series Fund

Van Eck Global Natural Resources Portfolio

Board of Trustees’ Consideration of New Sub-advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-29


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Managed by Western Asset Management Company

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, and E shares of the Western Asset Management Strategic Bond Opportunities Portfolio returned 8.55%, 8.30%, and 8.47%, respectively. The Portfolio’s benchmark, the Bloomberg Barclays U.S. Aggregate Bond Index1, returned 2.65%.

MARKET ENVIRONMENT / CONDITIONS

The broad U.S. fixed income market posted a modest gain in 2016 even as Treasury yields moved higher, especially towards the end of the year. Economic growth in the U.S. continued at a subdued pace as it has in recent years. Coming into 2016, markets had just experienced the first U.S. Federal Reserve (the “Fed”) rate hike since the financial crisis and expected four more hikes over the coming year. Risk markets began the year as they had for much of the last half of 2015, dominated by concerns of possible slowing global growth, weak commodity prices and a strengthening U.S. dollar.

Both short- and longer-term Treasury yields increased in 2016. The yield on the two-year Treasury began at 1.06% and ended the year 14 basis points (“bps”) higher at 1.20%. After beginning the year at 2.27%, the yield on the 10-year Treasury fell to 1.49% at the end of June but ultimately ended the year higher at 2.45%. Rates surged higher after the surprise election of Donald Trump as markets expected the policies of his administration to boost growth and inflation which in turn will lead to a faster pace of Fed rate increases. All told, the broad market bond index, as measured by the Bloomberg Barclays U.S. Aggregate Bond Index, returned 2.65% during the year.

Economic growth over the year remained positive but was generally muted. The most recent Gross Domestic Product (“GDP”) release, for the third quarter’s real annualized growth, registered an impressive 3.5% which followed a 1.4% expansion in the second quarter of 2016 and a smaller 0.8% pickup in the first quarter of the year. While the third quarter’s print was a large surprise to the upside, much of the gain appears due to a quirk related to unusually large soybean exports which were in turn due to poor crops in other parts of the world.

The job market pushed well into full-employment territory in 2016. The unemployment rate began the year at 5.0% and inched down to 4.6% by year-end. The workforce participation rate, however, ended the year where it began at 62.7%. Wage gains were unimpressive for most of the year but improved towards the end of the year as the labor force tightened.

The Fed moved away from emergency policy rates for the first time in nearly a decade in late 2015 as it raised the federal funds rate to a range between 0.25% and 0.50%. A year later at its December 2016 meeting the Fed initiated its next increase as employment looked reasonably healthy, inflation measures appeared to be moving closer to targets and the recent 3.5% GDP print, despite its quirks, pointed to improving growth. Markets had expected a few more Fed increases earlier in the year, but the Fed held off as economic data failed to cooperate in the early part of the year, then international concerns such as bank worries and then Brexit, the U.K. referendum on leaving the European Union, complicated matters, and later the Fed did not want to impact markets in the fall as the U.S. election approached.

PORTFOLIO REVIEW / PERIOD END POSITIONING

The Portfolio outperformed its benchmark over the reporting period, returning 8.55% versus the Bloomberg Barclays U.S. Aggregate Bond Index return of 2.65%.

The Portfolio’s high-yield corporate bond exposure was the largest contributor overall during 2016. After a challenging first quarter, this sector rebounded sharply on the back of a broad-based rally in global markets fueled by strong demand for higher-yielding assets, especially after the surprise U.S. presidential election outcome. The high yield sector also benefitted from the continued rally in crude oil and global commodity prices, which boosted valuations across the energy and metals & mining complexes. Investment grade corporate bonds and inflation-linked holdings also contributed to the Portfolio’s performance.

Another key contributor to the Portfolio’s relative performance for the period was its out-of-benchmark allocation to emerging market debt. The asset class performed strongly on the rebound in commodity prices, easing concerns related to moderating growth in China, and the Fed’s decision to refrain from initiating an aggressive rate normalization cycle.

Currency strategies were another positive contributor to performance, in large part due to the sharp rally in the U.S. dollar which benefitted our short positions in the Japanese yen, Korean won and Taiwan dollar.

The principal detractor to the Portfolio’s performance was our exposure to Commercial Mortgage-Backed Securities issues, which had performed strongly in 2015, but were impacted by a technical rotation away from the sector which dampened valuations, and non-U.S. issues (mainly emerging markets local currency denominated bonds) which were impacted by the resurgence of the U.S. dollar as we moved into year-end.

 

MSF-1


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Managed by Western Asset Management Company

Portfolio Manager Commentary*—(Continued)

 

Given the improvement in high-yield spreads over the past year, we reduced the Portfolio’s allocation to the high yield sector and deployed those proceeds into bank loans. This asset class generally enjoys more senior and secured status, typically exhibits less volatility than high-yield bonds and typically does well in a rising-rate environment. From a technical perspective, the recent pick up in LIBOR has served to boost investor demand for these securities.

S. Kenneth Leech

Carl L. Eichsteadt

Mark S. Lindbloom

Michael Buchanan

Chia-Liang Lian

Portfolio Managers

Western Asset Management Company

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-2


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE BLOOMBERG BARCLAYS U.S. AGGREGATE BOND INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
Western Asset Management Strategic Bond Opportunities Portfolio                 

Class A

       8.55           4.87           5.90   

Class B

       8.30           4.63           5.64   

Class E

       8.47           4.73           5.75   
Bloomberg Barclays U.S. Aggregate Bond Index        2.65           2.23           4.34   

1 The Bloomberg Barclays U.S. Aggregate Bond Index is a broad based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage-backed securities, asset-backed securities, and commercial mortgage-backed securities.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

 

Top Sectors

 

     % of
Net Assets
 
Corporate Bonds & Notes      53.5   
Mortgage-Backed Securities      15.1   
Foreign Government      13.3   
Floating Rate Loans      6.2   
U.S. Treasury & Government Agencies      5.9   
Investment Company Securities      2.3   
Asset-Backed Securities      2.1   
Convertible Preferred Stocks      0.4   
Municipals      0.3   
Preferred Stocks      0.1   

 

MSF-3


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

Western Asset Management
Strategic Bond Opportunities Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
       Ending
Account Value
December 31,
2016
       Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.54    $ 1,000.00         $ 1,028.40         $ 2.75   
   Hypothetical*      0.54    $ 1,000.00         $ 1,022.42         $ 2.75   

Class B(a)

   Actual      0.79    $ 1,000.00         $ 1,027.00         $ 4.03   
   Hypothetical*      0.79    $ 1,000.00         $ 1,021.17         $ 4.01   

Class E(a)

   Actual      0.69    $ 1,000.00         $ 1,027.80         $ 3.52   
   Hypothetical*      0.69    $ 1,000.00         $ 1,021.67         $ 3.51   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 6 of the Notes to Financial Statements.

 

MSF-4


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—53.5% of Net Assets

 

Security Description   Principal
Amount*
    Value  
Advertising—0.0%  

WPP Finance 2010
5.125%, 09/07/42

    120,000      $ 120,035   
   

 

 

 
Aerospace/Defense—1.0%  

Arconic, Inc.
5.125%, 10/01/24 (a)

    2,125,000        2,178,125   

Harris Corp.
4.854%, 04/27/35

    570,000        598,865   

5.054%, 04/27/45

    1,089,000        1,149,786   

Lockheed Martin Corp.
3.100%, 01/15/23

    220,000        222,405   

3.550%, 01/15/26

    2,261,000        2,310,091   

4.700%, 05/15/46

    3,321,000        3,612,338   

Northrop Grumman Corp.
3.200%, 02/01/27

    22,500,000        22,261,500   

Raytheon Co.
3.125%, 10/15/20

    30,000        30,972   

United Technologies Corp.
4.500%, 06/01/42

    290,000        310,417   
   

 

 

 
      32,674,499   
   

 

 

 
Agriculture—0.7%  

Alliance One International, Inc.
8.500%, 04/15/21 (144A)

    3,870,000        3,928,050   

9.875%, 07/15/21 (a)

    6,015,000        5,157,862   

Altria Group, Inc.
5.375%, 01/31/44

    939,000        1,084,660   

Reynolds American, Inc.
4.850%, 09/15/23

    2,960,000        3,214,708   

5.850%, 08/15/45

    8,465,000        10,023,627   
   

 

 

 
      23,408,907   
   

 

 

 
Airlines—0.1%  

Air Canada Pass-Through Trust
4.125%, 05/15/25 (144A)

    706,957        727,246   

American Airlines Group, Inc.
4.625%, 03/01/20 (144A) (a)

    1,400,000        1,417,500   

Delta Air Lines Pass-Through Trust
4.950%, 05/23/19

    290,401        304,340   

Hawaiian Airlines Pass-Through Certificates
3.900%, 01/15/26

    411,956        420,710   

Northwest Airlines Pass-Through Trust
7.575%, 03/01/19

    12,640        13,146   
   

 

 

 
      2,882,942   
   

 

 

 
Apparel—0.4%  

Hanesbrands, Inc.
4.625%, 05/15/24 (144A) (a)

    5,949,000        5,770,530   

4.875%, 05/15/26 (144A)

    6,575,000        6,427,062   

William Carter Co. (The)
5.250%, 08/15/21

    2,375,000        2,461,094   
   

 

 

 
      14,658,686   
   

 

 

 
Auto Manufacturers—0.6%  

Ford Motor Co.
4.750%, 01/15/43 (a)

    2,070,000      1,965,273   

Ford Motor Credit Co. LLC
3.664%, 09/08/24

    720,000        702,545   

General Motors Co.
6.600%, 04/01/36

    5,134,000        5,868,198   

6.750%, 04/01/46

    10,000,000        11,726,900   

General Motors Financial Co., Inc.
5.250%, 03/01/26

    1,660,000        1,743,815   
   

 

 

 
      22,006,731   
   

 

 

 
Auto Parts & Equipment—0.9%  

Allison Transmission, Inc.
5.000%, 10/01/24 (144A) (a)

    4,810,000        4,858,100   

American Axle & Manufacturing, Inc.
6.250%, 03/15/21 (a)

    2,100,000        2,168,250   

6.625%, 10/15/22 (a)

    1,590,000        1,639,608   

Goodyear Tire & Rubber Co. (The)
5.000%, 05/31/26

    3,630,000        3,613,447   

IHO Verwaltungs GmbH
4.125%, 09/15/21 (144A) (b)

    1,840,000        1,858,400   

4.750%, 09/15/26 (144A) (a) (b)

    3,440,000        3,319,600   

Schaeffler Finance B.V.
4.250%, 05/15/21 (144A) (a)

    4,000,000        4,080,000   

ZF North America Capital, Inc.
4.500%, 04/29/22 (144A) (a)

    1,425,000        1,469,532   

4.750%, 04/29/25 (144A) (a)

    9,010,000        9,167,675   
   

 

 

 
      32,174,612   
   

 

 

 
Banks—9.8%  

ABN AMRO Bank NV
4.750%, 07/28/25 (144A)

    3,831,000        3,876,049   

Bank of America Corp.
3.875%, 08/01/25

    1,040,000        1,057,504   

4.000%, 01/22/25

    17,810,000        17,832,369   

4.125%, 01/22/24

    880,000        914,541   

4.200%, 08/26/24

    2,380,000        2,424,516   

4.250%, 10/22/26

    7,628,000        7,720,345   

6.300%, 03/10/26 (a) (c)

    375,000        391,875   

6.500%, 10/23/24 (a) (c)

    4,835,000        5,052,575   

Barclays Bank plc
7.625%, 11/21/22

    16,450,000        18,053,875   

10.179%, 06/12/21 (144A)

    1,180,000        1,465,218   

Barclays plc
4.375%, 01/12/26

    1,575,000        1,595,195   

BNP Paribas S.A.
4.375%, 05/12/26 (144A) (a)

    11,070,000        10,910,592   

7.625%, 03/30/21 (144A) (a) (c)

    2,850,000        3,007,035   

BPCE S.A.
4.875%, 04/01/26 (144A) (a)

    12,000,000        11,991,348   

5.150%, 07/21/24 (144A)

    420,000        426,975   

Citigroup, Inc.
4.050%, 07/30/22 (a)

    2,000,000        2,069,968   

4.400%, 06/10/25

    1,470,000        1,503,883   

4.450%, 09/29/27

    16,094,000        16,349,026   

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Banks—(Continued)  

Citigroup, Inc.

   

5.350%, 05/15/23 (c)

    560,000      $ 527,800   

5.900%, 02/15/23 (a) (c)

    1,475,000        1,491,594   

5.950%, 01/30/23 (a) (c)

    3,606,000        3,655,582   

5.950%, 05/15/25 (c)

    2,790,000        2,755,683   

6.300%, 05/15/24 (a) (c)

    850,000        842,775   

Cooperatieve Rabobank UA
3.750%, 07/21/26

    4,210,000        4,126,844   

4.375%, 08/04/25

    1,470,000        1,508,408   

11.000%, 06/30/19 (144A) (c)

    415,000        487,750   

Credit Agricole S.A.
7.875%, 01/23/24 (144A) (c)

    1,750,000        1,767,657   

8.125%, 12/23/25 (144A) (c)

    7,050,000        7,419,843   

8.375%, 10/13/19 (144A) (a) (c)

    640,000        702,093   

Credit Suisse Group AG
7.500%, 12/11/23 (144A) (a) (c)

    4,365,000        4,566,881   

Credit Suisse Group Funding Guernsey, Ltd.
4.875%, 05/15/45

    1,560,000        1,601,299   

Goldman Sachs Group, Inc. (The)
3.500%, 11/16/26

    3,480,000        3,399,908   

3.750%, 02/25/26 (a)

    1,660,000        1,664,877   

4.000%, 03/03/24

    3,180,000        3,298,992   

4.250%, 10/21/25

    13,890,000        14,110,031   

5.150%, 05/22/45

    3,184,000        3,348,485   

5.250%, 07/27/21

    1,330,000        1,457,667   

6.750%, 10/01/37

    2,000,000        2,469,694   

7.500%, 02/15/19

    20,000        22,172   

HSBC Holdings plc
3.900%, 05/25/26

    14,240,000        14,337,245   

4.250%, 08/18/25

    2,253,000        2,273,610   

6.375%, 09/17/24 (a) (c)

    1,290,000        1,269,037   

ICICI Bank, Ltd.
5.750%, 11/16/20

    9,290,000        10,119,318   

Intesa Sanpaolo S.p.A.
5.710%, 01/15/26 (144A)

    3,820,000        3,645,346   

6.500%, 02/24/21 (144A)

    1,175,000        1,288,593   

Itau CorpBanca
3.875%, 09/22/19

    6,290,000        6,482,587   

Itau Unibanco Holding S.A.
2.850%, 05/26/18 (a)

    10,770,000        10,796,925   

JPMorgan Chase & Co.
3.625%, 05/13/24

    690,000        701,859   

3.625%, 12/01/27

    6,430,000        6,238,296   

3.875%, 09/10/24

    5,082,000        5,142,156   

4.350%, 08/15/21 (a)

    10,000        10,698   

4.500%, 01/24/22

    160,000        172,549   

6.750%, 02/01/24 (a) (c)

    1,105,000        1,190,638   

Lloyds Banking Group plc
4.582%, 12/10/25

    3,011,000        3,025,555   

4.650%, 03/24/26 (a)

    7,220,000        7,313,080   

7.500%, 06/27/24 (a) (c)

    4,580,000        4,717,400   

Macquarie Bank, Ltd.
4.875%, 06/10/25 (144A)

    2,100,000        2,125,181   

Morgan Stanley
4.000%, 07/23/25

    1,165,000        1,194,145   

4.100%, 05/22/23 (a)

    2,500,000        2,566,305   
Banks—(Continued)  

Morgan Stanley

   

4.875%, 11/01/22 (a)

    450,000      482,283   

6.625%, 04/01/18

    714,000        755,075   

Nordea Bank AB
4.250%, 09/21/22 (144A)

    3,400,000        3,541,756   

Oversea-Chinese Banking Corp., Ltd.
4.250%, 06/19/24

    10,230,000        10,272,414   

Royal Bank of Scotland Group plc
4.800%, 04/05/26

    400,000        400,452   

5.125%, 05/28/24

    4,530,000        4,516,777   

6.000%, 12/19/23

    875,000        908,866   

6.100%, 06/10/23

    780,000        816,434   

6.125%, 12/15/22

    390,000        414,700   

8.625%, 08/15/21 (c)

    2,890,000        2,947,800   

Royal Bank of Scotland NV
4.650%, 06/04/18

    410,000        416,809   

Royal Bank of Scotland plc (The)
13.125%, 03/19/22 (AUD) (c)

    1,580,000        1,163,530   

Santander Holdings USA, Inc.
4.500%, 07/17/25

    890,000        884,434   

Santander UK Group Holdings plc
4.750%, 09/15/25 (144A) (a)

    12,691,000        12,424,502   

7.375%, 06/24/22 (GBP) (c)

    2,620,000        3,229,055   

Santander UK plc
7.950%, 10/26/29

    272,000        316,988   

Scotia Bank Peru DPR Finance Co.
3.713%, 03/15/17 (144A) (c) (d)

    52,632        52,615   

Standard Chartered plc
3.950%, 01/11/23 (144A) (a)

    2,425,000        2,369,780   

5.700%, 03/26/44 (144A)

    9,800,000        9,787,681   

UBS AG
7.625%, 08/17/22 (a)

    2,850,000        3,231,187   

Wachovia Capital Trust III
5.570%, 01/30/17 (a) (c)

    1,021,000        1,001,907   

Wells Fargo & Co.
4.300%, 07/22/27 (a)

    17,670,000        18,174,903   

4.750%, 12/07/46

    7,170,000        7,276,518   

Wells Fargo Capital X
5.950%, 12/15/36

    380,000        395,200   
   

 

 

 
      338,261,113   
   

 

 

 
Beverages—1.0%  

Anheuser-Busch InBev Finance, Inc.
3.650%, 02/01/26

    7,642,000        7,758,082   

4.900%, 02/01/46

    6,215,000        6,717,607   

Anheuser-Busch InBev Worldwide, Inc.
7.750%, 01/15/19 (a)

    1,254,000        1,396,790   

Beverages & More, Inc.
10.000%, 11/15/18 (144A)

    1,640,000        1,562,100   

Carolina Beverage Group LLC / Carolina Beverage Group Finance, Inc.
10.625%, 08/01/18 (144A)

    370,000        344,100   

Constellation Brands, Inc.
4.250%, 05/01/23 (a)

    2,500,000        2,592,225   

4.750%, 11/15/24

    11,649,000        12,365,413   

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Beverages—(Continued)  

Constellation Brands, Inc.

   

4.750%, 12/01/25

    140,000      $ 148,400   

6.000%, 05/01/22

    2,282,000        2,573,731   

Dr Pepper Snapple Group, Inc.
3.400%, 11/15/25

    64,000        63,883   

4.500%, 11/15/45

    32,000        32,466   
   

 

 

 
      35,554,797   
   

 

 

 
Biotechnology—0.2%  

Celgene Corp.
3.875%, 08/15/25

    1,120,000        1,136,027   

5.000%, 08/15/45

    920,000        956,552   

Gilead Sciences, Inc.
2.550%, 09/01/20

    1,675,000        1,692,653   

3.500%, 02/01/25

    2,525,000        2,552,924   

4.600%, 09/01/35

    1,800,000        1,866,942   

4.750%, 03/01/46

    125,000        129,334   
   

 

 

 
      8,334,432   
   

 

 

 
Building Materials—0.1%  

Hardwoods Acquisition, Inc.
7.500%, 08/01/21 (144A)

    2,090,000        1,766,050   

NWH Escrow Corp.
7.500%, 08/01/21 (144A)

    550,000        462,000   

Ply Gem Industries, Inc.
6.500%, 02/01/22

    1,540,000        1,580,425   
   

 

 

 
      3,808,475   
   

 

 

 
Chemicals—0.4%  

Eastman Chemical Co.
4.800%, 09/01/42 (a)

    740,000        735,380   

OCP S.A.
5.625%, 04/25/24

    9,930,000        10,267,560   

Potash Corp. of Saskatchewan, Inc.
4.875%, 03/30/20 (a)

    40,000        42,526   

Rain CII Carbon LLC / CII Carbon Corp.
8.000%, 12/01/18 (144A) (a)

    1,275,000        1,268,625   

Westlake Chemical Corp.
4.625%, 02/15/21 (144A)

    1,060,000        1,097,100   
   

 

 

 
      13,411,191   
   

 

 

 
Coal—0.0%  

Murray Energy Corp.
11.250%, 04/15/21 (144A)

    10,000        7,750   
   

 

 

 
Commercial Services—0.7%  

AA Bond Co., Ltd.
5.500%, 07/31/22 (GBP)

    2,690,000        3,383,945   

ADT Corp. (The)
4.125%, 06/15/23

    4,070,000        3,886,850   

Board of Trustees of The Leland Stanford Junior University (The)
4.750%, 05/01/19

    950,000        1,016,273   
Commercial Services—(Continued)  

Ecolab, Inc.
4.350%, 12/08/21

    70,000      75,646   

Metropolitan Museum of Art (The)
3.400%, 07/01/45

    2,025,000        1,846,899   

Ritchie Bros Auctioneers, Inc.
5.375%, 01/15/25 (144A)

    5,030,000        5,130,600   

UBM plc
5.750%, 11/03/20 (144A)

    50,000        52,565   

United Rentals North America, Inc.
5.875%, 09/15/26

    8,000,000        8,230,000   

6.125%, 06/15/23 (a)

    1,850,000        1,961,000   
   

 

 

 
      25,583,778   
   

 

 

 
Computers—0.4%  

Compiler Finance Sub, Inc.
7.000%, 05/01/21 (144A) (d)

    70,000        32,200   

Diamond 1 Finance Corp. / Diamond 2 Finance Corp.
3.480%, 06/01/19 (144A)

    1,000,000        1,020,806   

4.420%, 06/15/21 (144A)

    12,010,000        12,427,287   
   

 

 

 
      13,480,293   
   

 

 

 
Diversified Financial Services—2.2%  

AerCap Ireland Capital, Ltd. / AerCap Global Aviation Trust
4.625%, 10/30/20 (a)

    1,060,000        1,102,400   

4.625%, 07/01/22 (a)

    600,000        618,000   

5.000%, 10/01/21 (a)

    15,056,000        15,827,620   

Ally Financial, Inc.
5.750%, 11/20/25 (a)

    5,392,000        5,378,520   

8.000%, 11/01/31

    1,025,000        1,188,918   

Carlyle Holdings II Finance LLC
5.625%, 03/30/43 (144A)

    3,370,000        3,334,416   

CIT Group, Inc.
5.000%, 08/15/22 (a)

    1,482,000        1,544,985   

GE Capital International Funding Co.
2.342%, 11/15/20

    538,000        537,743   

International Lease Finance Corp.
6.250%, 05/15/19

    2,470,000        2,655,250   

8.250%, 12/15/20

    2,613,000        3,044,145   

8.625%, 01/15/22

    2,500,000        3,003,125   

KKR Group Finance Co. II LLC
5.500%, 02/01/43 (144A)

    130,000        130,486   

Macquarie Group, Ltd.
6.000%, 01/14/20 (144A)

    3,200,000        3,466,928   

6.250%, 01/14/21 (144A)

    400,000        442,862   

Navient Corp.
5.000%, 10/26/20 (a)

    5,811,000        5,927,220   

5.875%, 10/25/24 (a)

    3,150,000        2,992,500   

8.000%, 03/25/20 (a)

    1,610,000        1,786,134   

Quicken Loans, Inc.
5.750%, 05/01/25 (144A) (a)

    19,470,000        18,934,575   

TMX Finance LLC / TitleMax Finance Corp.
8.500%, 09/15/18 (144A) (a)

    3,840,000        3,350,400   

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Diversified Financial Services—(Continued)  

Visa, Inc.
3.150%, 12/14/25

    1,850,000      $ 1,858,114   
   

 

 

 
      77,124,341   
   

 

 

 
Electric—1.2%  

Comision Federal de Electricidad
6.125%, 06/16/45 (144A)

    10,430,000        9,986,725   

Electricite de France S.A.
5.250%, 01/29/23 (144A) (c)

    950,000        893,000   

Enel S.p.A.
7.750%, 09/10/75 (GBP) (c)

    2,450,000        3,301,873   

FirstEnergy Corp.
4.250%, 03/15/23

    1,560,000        1,612,720   

7.375%, 11/15/31 (a)

    3,550,000        4,575,588   

Mirant Mid Atlantic Pass-Through Trust
10.060%, 12/30/28

    5,056,588        4,310,741   

NSG Holdings LLC / NSG Holdings, Inc.
7.750%, 12/15/25 (144A) (d)

    2,725,307        2,939,925   

Pacific Gas & Electric Co.
4.000%, 12/01/46

    1,390,000        1,370,837   

6.050%, 03/01/34

    1,180,000        1,476,732   

Panoche Energy Center LLC
6.885%, 07/31/29 (144A)

    713,638        737,879   

Perusahaan Listrik Negara PT
5.500%, 11/22/21

    9,750,000        10,456,875   

Southern California Edison Co.
3.900%, 03/15/43

    1,217,000        1,196,847   
   

 

 

 
      42,859,742   
   

 

 

 
Electronics—0.1%  

Flex, Ltd.
4.625%, 02/15/20

    780,000        820,400   

Flextronics International, Ltd.
5.000%, 02/15/23

    1,300,000        1,386,467   
   

 

 

 
      2,206,867   
   

 

 

 
Energy-Alternate Sources—0.1%  

Alta Wind Holdings LLC
7.000%, 06/30/35 (144A) (d)

    1,510,573        1,648,147   
   

 

 

 
Engineering & Construction—0.3%  

CRCC Yuxiang, Ltd.
3.500%, 05/16/23

    10,520,000        10,369,953   
   

 

 

 
Entertainment—0.1%  

Greektown Holdings LLC / Greektown Mothership Corp.
8.875%, 03/15/19 (144A) (a)

    1,150,000        1,208,937   

Vue International Bidco plc
7.875%, 07/15/20 (GBP)

    2,510,000        3,213,654   
   

 

 

 
      4,422,591   
   

 

 

 
Environmental Control—0.0%  

Waste Management, Inc.
3.500%, 05/15/24

    890,000      917,625   

4.600%, 03/01/21

    180,000        194,161   

7.375%, 05/15/29

    190,000        248,063   
   

 

 

 
      1,359,849   
   

 

 

 
Food—0.6%  

Dole Food Co., Inc.
7.250%, 05/01/19 (144A)

    8,520,000        8,690,400   

Kraft Heinz Foods Co.
3.500%, 06/06/22

    570,000        579,673   

3.950%, 07/15/25

    280,000        283,650   

4.875%, 02/15/25 (144A) (a)

    1,157,000        1,248,144   

5.000%, 07/15/35

    380,000        398,657   

5.200%, 07/15/45

    390,000        408,257   

Lamb Weston Holdings, Inc.
4.625%, 11/01/24 (144A) (a)

    4,420,000        4,431,050   

4.875%, 11/01/26 (144A) (a)

    4,160,000        4,115,800   
   

 

 

 
      20,155,631   
   

 

 

 
Healthcare-Products—1.0%  

Abbott Laboratories
4.900%, 11/30/46

    10,340,000        10,612,304   

DJO Finance LLC / DJO Finance Corp.
10.750%, 04/15/20 (a)

    2,060,000        1,730,400   

DJO Finco, Inc. / DJO Finance LLC / DJO Finance Corp.
8.125%, 06/15/21 (144A) (a)

    4,570,000        3,964,475   

Immucor, Inc.
11.125%, 08/15/19 (a)

    4,810,000        4,521,400   

Medtronic, Inc.
3.150%, 03/15/22

    2,393,000        2,450,963   

3.500%, 03/15/25

    1,730,000        1,781,405   

Universal Hospital Services, Inc.
7.625%, 08/15/20 (a)

    9,755,000        9,657,450   
   

 

 

 
      34,718,397   
   

 

 

 
Healthcare-Services—1.7%  

Centene Corp.
4.750%, 05/15/22 (a)

    7,386,000        7,459,860   

4.750%, 01/15/25 (a)

    1,620,000        1,581,525   

5.625%, 02/15/21 (a)

    1,120,000        1,177,568   

6.125%, 02/15/24 (a)

    3,073,000        3,238,174   

DaVita, Inc.
5.000%, 05/01/25 (a)

    6,110,000        6,010,712   

Dignity Health
3.812%, 11/01/24

    1,800,000        1,791,378   

4.500%, 11/01/42

    339,000        313,712   

Fresenius Medical Care U.S. Finance II, Inc.
4.750%, 10/15/24 (144A) (a)

    700,000        707,000   

5.875%, 01/31/22 (144A) (a)

    3,225,000        3,531,375   

HCA, Inc.
4.750%, 05/01/23

    590,000        604,013   

5.250%, 04/15/25 (a)

    375,000        391,406   

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Healthcare-Services—(Continued)  

HCA, Inc.

   

5.250%, 06/15/26

    2,550,000      $ 2,636,063   

5.375%, 02/01/25 (a)

    4,615,000        4,626,537   

5.875%, 05/01/23

    50,000        53,125   

6.500%, 02/15/20 (a)

    1,550,000        1,695,700   

7.500%, 02/15/22 (a)

    6,583,000        7,471,705   

7.690%, 06/15/25

    1,817,000        1,975,988   

IASIS Healthcare LLC / IASIS Capital Corp.
8.375%, 05/15/19 (a)

    7,887,000        6,861,690   

Memorial Sloan-Kettering Cancer Center
4.200%, 07/01/55

    1,825,000        1,770,726   

Tenet Healthcare Corp.
8.125%, 04/01/22 (a)

    3,655,000        3,448,492   
   

 

 

 
      57,346,749   
   

 

 

 
Holding Companies-Diversified—0.1%  

Co-operative Group Holdings, Ltd.
7.500%, 07/08/26 (GBP)

    2,410,000        3,507,847   
   

 

 

 
Home Builders—0.9%  

Meritage Homes Corp.
7.000%, 04/01/22

    2,500,000        2,706,250   

Taylor Morrison Communities, Inc. / Monarch Communities, Inc.
5.250%, 04/15/21 (144A) (a)

    3,955,000        4,053,875   

5.625%, 03/01/24 (144A)

    6,000,000        6,060,000   

5.875%, 04/15/23 (144A) (a)

    780,000        791,700   

William Lyon Homes, Inc.
5.750%, 04/15/19

    4,247,000        4,289,470   

7.000%, 08/15/22 (a)

    8,040,000        8,321,400   

8.500%, 11/15/20

    3,060,000        3,197,700   
   

 

 

 
      29,420,395   
   

 

 

 
Household Products/Wares—0.1%  

ACCO Brands Corp.
5.250%, 12/15/24 (144A)

    4,060,000        4,087,933   
   

 

 

 
Housewares—0.4%  

American Greetings Corp.
7.375%, 12/01/21

    1,505,000        1,535,100   

Newell Brands, Inc.
3.850%, 04/01/23

    2,750,000        2,852,594   

4.200%, 04/01/26 (a)

    4,000,000        4,175,120   

5.500%, 04/01/46 (a)

    4,800,000        5,510,525   
   

 

 

 
      14,073,339   
   

 

 

 
Insurance—0.6%  

American Equity Investment Life Holding Co.
6.625%, 07/15/21

    1,630,000        1,699,275   

American International Group, Inc.
3.750%, 07/10/25

    1,380,000        1,388,907   

6.250%, 03/15/87 (c)

    453,000        455,265   

AXA S.A.
8.600%, 12/15/30

    1,320,000        1,815,000   
Insurance—(Continued)  

Delphi Financial Group, Inc.
7.875%, 01/31/20

    2,190,000      2,460,364   

Liberty Mutual Insurance Co.
7.697%, 10/15/97 (144A)

    2,600,000        3,191,331   

Prudential Financial, Inc.
5.625%, 06/15/43 (c)

    550,000        571,313   

5.875%, 09/15/42 (c)

    1,200,000        1,258,500   

8.875%, 06/15/38 (c)

    915,000        988,200   

Teachers Insurance & Annuity Association of America
4.900%, 09/15/44 (144A)

    1,771,000        1,915,792   

6.850%, 12/16/39 (144A)

    2,546,000        3,304,005   

TIAA Asset Management Finance Co. LLC
4.125%, 11/01/24 (144A) (a)

    1,807,000        1,825,131   
   

 

 

 
      20,873,083   
   

 

 

 
Internet—0.5%  

Alibaba Group Holding, Ltd.
3.125%, 11/28/21 (a)

    10,475,000        10,467,626   

eBay, Inc.
3.800%, 03/09/22 (a)

    1,095,000        1,131,278   

Netflix, Inc.
5.500%, 02/15/22

    2,453,000        2,643,108   

Priceline Group, Inc. (The)
3.650%, 03/15/25

    1,625,000        1,620,484   
   

 

 

 
      15,862,496   
   

 

 

 
Iron/Steel—0.3%  

Vale Overseas, Ltd.
6.250%, 08/10/26 (a)

    3,990,000        4,149,600   

6.875%, 11/10/39

    7,980,000        7,760,550   
   

 

 

 
      11,910,150   
   

 

 

 
Leisure Time—1.0%  

Gibson Brands, Inc.
8.875%, 08/01/18 (144A)

    2,070,000        1,914,750   

NCL Corp., Ltd.
4.625%, 11/15/20 (144A) (a)

    2,590,000        2,635,325   

4.750%, 12/15/21 (144A)

    8,020,000        8,015,028   

Viking Cruises, Ltd.
8.500%, 10/15/22 (144A)

    9,800,000        10,167,500   

Vista Outdoor, Inc.
5.875%, 10/01/23 (a)

    9,530,000        9,976,766   
   

 

 

 
      32,709,369   
   

 

 

 
Lodging—0.4%  

MCE Finance, Ltd.
5.000%, 02/15/21 (144A) (a)

    2,450,000        2,434,391   

MGM Resorts International
6.000%, 03/15/23 (a)

    5,592,000        6,039,360   

6.625%, 12/15/21 (a)

    4,180,000        4,671,150   
   

 

 

 
      13,144,901   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Media—3.3%  

Altice Financing S.A.
6.625%, 02/15/23 (144A) (a)

    5,340,000      $ 5,486,850   

7.500%, 05/15/26 (144A) (a)

    5,000,000        5,200,000   

CCO Holdings LLC / CCO Holdings Capital Corp.
5.375%, 05/01/25 (144A)

    880,000        906,400   

5.875%, 04/01/24 (144A) (a)

    284,000        303,170   

6.625%, 01/31/22 (a)

    2,300,000        2,383,375   

Charter Communications Operating LLC / Charter Communications Operating Capital Corp.
4.464%, 07/23/22

    2,180,000        2,278,168   

4.908%, 07/23/25

    3,660,000        3,857,384   

6.384%, 10/23/35

    4,647,000        5,306,093   

Comcast Corp.
7.050%, 03/15/33

    7,600,000        10,202,909   

CSC Holdings LLC
6.625%, 10/15/25 (144A) (a)

    2,680,000        2,927,900   

10.125%, 01/15/23 (144A) (a)

    1,125,000        1,299,375   

10.875%, 10/15/25 (144A) (a)

    6,447,000        7,671,930   

DISH DBS Corp.
5.000%, 03/15/23

    3,247,000        3,230,765   

5.875%, 07/15/22

    2,880,000        3,031,200   

5.875%, 11/15/24 (a)

    2,450,000        2,521,050   

6.750%, 06/01/21

    75,000        81,375   

7.750%, 07/01/26 (a)

    3,630,000        4,092,825   

SFR Group S.A.
6.000%, 05/15/22 (144A) (a)

    7,185,000        7,373,606   

7.375%, 05/01/26 (144A)

    3,040,000        3,116,000   

Sinclair Television Group, Inc.
6.125%, 10/01/22 (a)

    2,450,000        2,554,125   

Time Warner Cable LLC
5.875%, 11/15/40

    1,942,000        2,071,036   

Unitymedia Hessen GmbH & Co. KG / Unitymedia NRW GmbH
5.500%, 01/15/23 (144A) (a)

    5,975,000        6,221,469   

Univision Communications, Inc.
5.125%, 02/15/25 (144A) (a)

    9,890,000        9,457,312   

UPCB Finance IV, Ltd.
5.375%, 01/15/25 (144A) (a)

    2,296,000        2,313,220   

Viacom, Inc.
3.450%, 10/04/26

    9,360,000        8,650,503   

3.875%, 04/01/24

    240,000        232,925   

Virgin Media Finance plc
6.000%, 10/15/24 (144A) (a)

    3,985,000        4,104,550   

6.375%, 10/15/24 (GBP)

    2,510,000        3,271,375   

Virgin Media Secured Finance plc
5.500%, 08/15/26 (144A) (a)

    2,000,000        1,995,000   
   

 

 

 
      112,141,890   
   

 

 

 
Metal Fabricate/Hardware—0.0%  

Valmont Industries, Inc.
6.625%, 04/20/20

    314,000        347,743   
   

 

 

 
Mining—3.2%  

Alcoa Nederland Holding B.V.
6.750%, 09/30/24 (144A)

    1,940,000      2,104,900   

7.000%, 09/30/26 (144A) (a)

    1,770,000        1,938,150   

Anglo American Capital plc
2.625%, 04/03/17 (144A)

    850,000        850,000   

2.625%, 09/27/17 (144A) (a)

    3,000,000        3,000,000   

Barminco Finance Pty, Ltd.
9.000%, 06/01/18 (144A)

    195,000        200,363   

Barrick Gold Corp.
4.100%, 05/01/23 (a)

    7,521,000        7,715,350   

5.250%, 04/01/42 (a)

    4,000,000        3,895,992   

6.950%, 04/01/19 (a)

    57,000        62,350   

Barrick North America Finance LLC
4.400%, 05/30/21

    97,000        101,933   

5.750%, 05/01/43 (a)

    11,289,000        11,866,308   

BHP Billiton Finance USA, Ltd.
2.875%, 02/24/22 (a)

    160,000        161,295   

3.250%, 11/21/21

    430,000        443,020   

5.000%, 09/30/43 (a)

    750,000        837,720   

6.250%, 10/19/75 (144A) (a) (c)

    2,392,000        2,589,818   

6.750%, 10/19/75 (144A) (c)

    8,191,000        9,194,397   

Coeur Mining, Inc.
7.875%, 02/01/21 (a)

    1,246,000        1,292,725   

FMG Resources Pty, Ltd.
6.875%, 04/01/22 (144A) (a)

    3,240,000        3,361,500   

Freeport-McMoRan, Inc.
2.300%, 11/14/17

    1,500,000        1,488,750   

3.550%, 03/01/22

    5,670,000        5,273,100   

3.875%, 03/15/23 (a)

    4,704,000        4,315,920   

6.625%, 05/01/21 (144A)

    680,000        691,900   

6.750%, 02/01/22 (144A)

    1,453,000        1,492,958   

Glencore Finance Canada, Ltd.
4.250%, 10/25/22 (144A) (a)

    788,000        805,730   

Glencore Funding LLC
4.000%, 04/16/25 (144A)

    6,580,000        6,448,400   

Gold Fields Orogen Holdings BVI, Ltd.
4.875%, 10/07/20 (144A)

    2,745,000        2,698,335   

HudBay Minerals, Inc.
7.250%, 01/15/23 (144A) (a)

    2,280,000        2,359,800   

7.625%, 01/15/25 (144A)

    5,375,000        5,586,667   

Midwest Vanadium Pty, Ltd.
11.500%, 02/15/18 (144A) (d) (e)

    952,902        14,294   

Mirabela Nickel, Ltd.
1.000%, 09/10/44 (144A) (d) (f)

    36,414        4   

Rio Tinto Finance USA, Ltd.
3.750%, 09/20/21

    130,000        136,523   

3.750%, 06/15/25 (a)

    7,330,000        7,548,485   

Southern Copper Corp.
5.250%, 11/08/42 (a)

    12,250,000        11,223,205   

Yamana Gold, Inc.
4.950%, 07/15/24 (a)

    9,130,000        8,947,400   
   

 

 

 
      108,647,292   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Miscellaneous Manufacturing—0.5%  

CBC Ammo LLC / CBC FinCo, Inc.
7.250%, 11/15/21 (144A)

    2,250,000      $ 2,210,625   

CTP Transportation Products LLC / CTP Finance, Inc.
8.250%, 12/15/19 (144A)

    1,530,000        1,319,625   

General Electric Co.
4.500%, 03/11/44

    260,000        279,103   

5.000%, 01/21/21 (c)

    9,740,000        10,107,198   

5.300%, 02/11/21

    187,000        207,394   

6.875%, 01/10/39

    1,258,000        1,773,707   
   

 

 

 
      15,897,652   
   

 

 

 
Oil & Gas—6.0%  

Anadarko Finance Co.
7.500%, 05/01/31

    80,000        101,812   

Anadarko Petroleum Corp.
4.500%, 07/15/44

    800,000        751,641   

5.550%, 03/15/26 (a)

    3,000,000        3,357,780   

6.450%, 09/15/36

    220,000        261,837   

6.600%, 03/15/46

    7,000,000        8,633,513   

Apache Corp.
3.250%, 04/15/22

    574,000        583,017   

4.250%, 01/15/44

    260,000        256,314   

4.750%, 04/15/43

    12,000,000        12,360,336   

Berry Petroleum Co. LLC
6.375%, 09/15/22 (e) (g)

    1,040,000        663,000   

6.750%, 11/01/20 (e) (g)

    850,000        541,875   

BP Capital Markets plc
3.119%, 05/04/26 (a)

    11,580,000        11,309,815   

3.216%, 11/28/23

    4,270,000        4,312,653   

3.245%, 05/06/22

    220,000        224,649   

3.723%, 11/28/28 (a)

    5,970,000        6,065,992   

Carrizo Oil & Gas, Inc.
6.250%, 04/15/23 (a)

    1,668,000        1,709,700   

7.500%, 09/15/20 (a)

    3,980,000        4,119,300   

Chesapeake Energy Corp.
6.125%, 02/15/21 (a)

    3,635,000        3,544,125   

6.625%, 08/15/20

    5,960,000        6,019,600   

8.000%, 01/15/25 (144A)

    3,730,000        3,804,600   

Clayton Williams Energy, Inc.
7.750%, 04/01/19 (a)

    1,441,000        1,448,205   

Concho Resources, Inc.
5.500%, 04/01/23 (a)

    4,875,000        5,051,962   

6.500%, 01/15/22 (a)

    1,400,000        1,448,580   

ConocoPhillips Holding Co.
6.950%, 04/15/29

    375,000        471,584   

CrownRock L.P. / CrownRock Finance, Inc.
7.125%, 04/15/21 (144A)

    3,850,000        4,004,000   

Devon Energy Corp.
3.250%, 05/15/22 (a)

    2,035,000        2,022,088   

5.000%, 06/15/45

    2,110,000        2,072,727   

5.600%, 07/15/41

    110,000        113,300   

5.850%, 12/15/25 (a)

    970,000        1,102,053   

Devon Financing Co. LLC
7.875%, 09/30/31

    140,000        177,638   
Oil & Gas—(Continued)  

Diamondback Energy, Inc.
4.750%, 11/01/24 (144A) (a)

    3,968,000      3,888,640   

5.375%, 05/31/25 (144A) (a)

    2,330,000        2,343,281   

Ecopetrol S.A.
5.375%, 06/26/26

    11,570,000        11,512,150   

Ensco plc
4.500%, 10/01/24 (a)

    2,377,000        2,038,277   

4.700%, 03/15/21 (a)

    3,830,000        3,684,154   

5.200%, 03/15/25 (a)

    1,494,000        1,290,323   

EOG Resources, Inc.
3.150%, 04/01/25

    1,248,000        1,224,541   

4.150%, 01/15/26 (a)

    1,665,000        1,742,414   

Exxon Mobil Corp.
4.114%, 03/01/46

    1,630,000        1,669,567   

Kerr-McGee Corp.
6.950%, 07/01/24

    290,000        342,140   

7.875%, 09/15/31

    285,000        364,948   

MEG Energy Corp.
6.375%, 01/30/23 (144A)

    7,655,000        6,812,950   

6.500%, 03/15/21 (144A)

    641,000        592,925   

7.000%, 03/31/24 (144A)

    1,566,000        1,417,230   

Noble Energy, Inc.
6.000%, 03/01/41

    10,200,000        11,325,254   

Oasis Petroleum, Inc.
6.500%, 11/01/21 (a)

    780,000        794,625   

6.875%, 03/15/22 (a)

    6,057,000        6,208,425   

6.875%, 01/15/23

    90,000        92,250   

Occidental Petroleum Corp.
3.125%, 02/15/22

    110,000        112,431   

3.500%, 06/15/25 (a)

    1,850,000        1,876,128   

4.625%, 06/15/45

    230,000        239,317   

Parsley Energy LLC / Parsley Finance Corp.
6.250%, 06/01/24 (144A) (a)

    5,360,000        5,640,328   

Petrobras Global Finance B.V.
6.850%, 06/05/2115

    17,700,000        14,337,000   

Petroleos Mexicanos
5.375%, 03/13/22 (144A)

    2,780,000        2,846,664   

Pride International, Inc.
6.875%, 08/15/20

    1,795,000        1,916,163   

QEP Resources, Inc.
5.250%, 05/01/23 (a)

    2,650,000        2,656,625   

6.875%, 03/01/21 (a)

    1,050,000        1,115,625   

Range Resources Corp.
4.875%, 05/15/25 (a)

    2,875,000        2,785,156   

Rice Energy, Inc.
6.250%, 05/01/22 (a)

    3,388,000        3,481,170   

7.250%, 05/01/23 (a)

    2,050,000        2,173,000   

RSP Permian, Inc.
6.625%, 10/01/22

    4,284,000        4,530,330   

Sanchez Energy Corp.
6.125%, 01/15/23 (a) (g)

    3,710,000        3,524,500   

7.750%, 06/15/21 (a) (g)

    3,000,000        3,052,500   

Shell International Finance B.V.
2.875%, 05/10/26 (a)

    2,840,000        2,745,689   

3.250%, 05/11/25 (a)

    1,773,000        1,771,546   

4.000%, 05/10/46

    360,000        344,253   

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Oil & Gas—(Continued)  

Shell International Finance B.V.

   

4.125%, 05/11/35

    470,000      $ 479,899   

4.550%, 08/12/43

    735,000        766,482   

SM Energy Co.
5.000%, 01/15/24

    70,000        65,975   

6.500%, 11/15/21 (a)

    1,725,000        1,759,500   

Valero Energy Corp.
9.375%, 03/15/19

    1,230,000        1,416,468   

Whiting Petroleum Corp.
5.750%, 03/15/21

    1,860,000        1,852,262   

6.250%, 04/01/23

    1,755,000        1,755,000   

WPX Energy, Inc.
8.250%, 08/01/23

    20,000        22,350   
   

 

 

 
      207,144,151   
   

 

 

 
Oil & Gas Services—0.4%  

CGG S.A.
6.500%, 06/01/21

    2,840,000        1,306,400   

6.875%, 01/15/22

    220,000        101,200   

Halliburton Co.
3.800%, 11/15/25 (a)

    1,210,000        1,229,235   

4.850%, 11/15/35

    2,000,000        2,109,256   

5.000%, 11/15/45

    8,200,000        8,843,249   

KCA Deutag UK Finance plc
7.250%, 05/15/21 (144A)

    1,430,000        1,269,125   
   

 

 

 
      14,858,465   
   

 

 

 
Packaging & Containers—0.7%  

Ardagh Packaging Finance plc / Ardagh Holdings USA, Inc.
7.250%, 05/15/24 (144A)

    5,000,000        5,268,750   

Ball Corp.
5.250%, 07/01/25 (a)

    1,210,000        1,264,450   

BWAY Holding Co.
9.125%, 08/15/21 (144A)

    1,263,000        1,332,465   

Coveris Holdings S.A.
7.875%, 11/01/19 (144A) (a)

    3,190,000        3,166,075   

Graphic Packaging International, Inc.
4.750%, 04/15/21 (a)

    1,400,000        1,470,000   

4.875%, 11/15/22

    1,337,000        1,370,425   

Pactiv LLC
7.950%, 12/15/25

    1,300,000        1,378,000   

8.375%, 04/15/27

    3,180,000        3,474,150   

Reynolds Group Issuer, Inc. / Reynolds Group Issuer LLC
5.125%, 07/15/23 (144A) (a)

    2,010,000        2,052,713   

7.000%, 07/15/24 (144A) (a)

    2,920,000        3,104,325   

WestRock RKT Co.
4.000%, 03/01/23

    140,000        144,568   
   

 

 

 
      24,025,921   
   

 

 

 
Pharmaceuticals—0.6%  

Actavis Funding SCS
3.450%, 03/15/22

    450,000        456,754   

4.750%, 03/15/45 (a)

    8,220,000        8,069,853   
Pharmaceuticals—(Continued)  

BioScrip, Inc.
8.875%, 02/15/21

    3,662,000      2,746,500   

DPx Holdings B.V.
7.500%, 02/01/22 (144A) (a)

    2,030,000        2,146,725   

Mead Johnson Nutrition Co.
4.125%, 11/15/25

    1,653,000        1,690,011   

Valeant Pharmaceuticals International, Inc.
5.375%, 03/15/20 (144A)

    670,000        566,150   

5.500%, 03/01/23 (144A)

    1,740,000        1,305,000   

5.875%, 05/15/23 (144A)

    675,000        509,625   

6.125%, 04/15/25 (144A)

    3,340,000        2,509,175   

6.375%, 10/15/20 (144A)

    400,000        343,624   

Zoetis, Inc.
3.250%, 02/01/23

    1,766,000        1,762,140   
   

 

 

 
      22,105,557   
   

 

 

 
Pipelines—2.8%  

Blue Racer Midstream LLC / Blue Racer Finance Corp.
6.125%, 11/15/22 (144A) (a)

    3,185,000        3,185,000   

El Paso Natural Gas Co. LLC
8.375%, 06/15/32

    190,000        235,623   

Enbridge, Inc.
4.250%, 12/01/26 (a)

    5,900,000        6,040,957   

5.500%, 12/01/46 (a)

    1,290,000        1,380,326   

Energy Transfer Equity L.P.
5.500%, 06/01/27 (a)

    1,376,000        1,341,600   

5.875%, 01/15/24 (a)

    1,638,000        1,691,235   

Enterprise Products Operating LLC
3.700%, 02/15/26 (a)

    1,072,000        1,075,887   

3.750%, 02/15/25 (a)

    2,100,000        2,133,730   

3.900%, 02/15/24

    225,000        232,060   

4.593%, 08/01/66 (c)

    1,059,000        996,021   

Genesis Energy L.P. / Genesis Energy Finance Corp.
6.000%, 05/15/23

    6,046,000        6,151,805   

IFM U.S. Colonial Pipeline 2 LLC
6.450%, 05/01/21 (144A) (a)

    2,500,000        2,721,978   

Kinder Morgan, Inc.
5.550%, 06/01/45 (a)

    4,130,000        4,343,823   

7.800%, 08/01/31

    67,000        82,832   

MPLX L.P.
4.875%, 12/01/24

    6,130,000        6,312,024   

5.500%, 02/15/23

    1,680,000        1,747,801   

Niska Gas Storage, Ltd. / Niska Gas Storage Canada Finance Corp.
6.500%, 04/01/19

    5,703,000        5,731,515   

Plains All American Pipeline L.P. / PAA Finance Corp.
4.650%, 10/15/25

    2,050,000        2,117,923   

Regency Energy Partners L.P. / Regency Energy Finance Corp.
5.875%, 03/01/22

    780,000        858,045   

Rockies Express Pipeline LLC
5.625%, 04/15/20 (144A) (a)

    1,298,000        1,366,145   

6.875%, 04/15/40 (144A)

    2,675,000        2,661,625   

7.500%, 07/15/38 (144A) (a)

    6,175,000        6,329,375   

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Pipelines—(Continued)  

Sabine Pass Liquefaction LLC
5.750%, 05/15/24

    2,648,000      $ 2,839,980   

Southern Natural Gas Co. LLC
5.900%, 04/01/17 (144A)

    10,000        10,104   

8.000%, 03/01/32

    25,000        31,301   

Summit Midstream Holdings LLC / Summit Midstream Finance Corp.
7.500%, 07/01/21

    4,020,000        4,221,000   

Tesoro Logistics L.P. / Tesoro Logistics Finance Corp.
5.500%, 10/15/19

    600,000        634,500   

5.875%, 10/01/20 (a)

    1,753,000        1,807,781   

6.125%, 10/15/21 (a)

    1,200,000        1,260,000   

Williams Cos., Inc. (The)
7.750%, 06/15/31

    1,563,000        1,781,820   

8.750%, 03/15/32

    20,194,000        24,384,255   
   

 

 

 
      95,708,071   
   

 

 

 
Real Estate—0.1%  

Grainger plc
5.000%, 12/16/20 (GBP)

    2,550,000        3,453,833   
   

 

 

 
Real Estate Investment Trusts—0.5%  

CoreCivic, Inc.
4.125%, 04/01/20 (a)

    1,260,000        1,256,850   

5.000%, 10/15/22 (a)

    5,400,000        5,386,500   

Crown Castle International Corp.
5.250%, 01/15/23

    1,850,000        1,991,063   

CTR Partnership L.P. / CareTrust Capital Corp.
5.875%, 06/01/21

    2,410,000        2,452,175   

Iron Mountain, Inc.
4.375%, 06/01/21 (144A) (a)

    4,580,000        4,683,050   

6.000%, 10/01/20 (144A)

    1,657,000        1,748,135   

6.000%, 08/15/23

    560,000        595,000   
   

 

 

 
      18,112,773   
   

 

 

 
Retail—1.7%  

1011778 BC ULC / New Red Finance, Inc.
6.000%, 04/01/22 (144A) (a)

    10,120,000        10,575,400   

AutoZone, Inc.
2.500%, 04/15/21

    800,000        791,011   

CST Brands, Inc.
5.000%, 05/01/23

    2,692,000        2,779,490   

CVS Health Corp.
3.875%, 07/20/25

    496,000        511,674   

5.125%, 07/20/45

    1,440,000        1,604,804   

Dollar Tree, Inc.
5.750%, 03/01/23 (a)

    11,372,000        12,040,901   

Guitar Center, Inc.
6.500%, 04/15/19 (144A) (a)

    2,370,000        2,150,775   

L Brands, Inc.
5.625%, 02/15/22

    4,400,000        4,697,000   

6.625%, 04/01/21

    3,103,000        3,483,117   

6.950%, 03/01/33

    8,060,000        8,060,000   
Retail—(Continued)  

McDonald’s Corp.
2.750%, 12/09/20 (a)

    441,000      445,916   

3.700%, 01/30/26

    1,047,000        1,065,948   

4.600%, 05/26/45

    1,259,000        1,299,992   

Neiman Marcus Group, Ltd. LLC
8.000%, 10/15/21 (144A) (a)

    10,383,000        7,709,377   
   

 

 

 
      57,215,405   
   

 

 

 
Savings & Loans—0.1%  

Nationwide Building Society
6.875%, 06/20/19 (GBP) (c)

    2,640,000        3,263,940   
   

 

 

 
Semiconductors—0.3%  

Analog Devices, Inc.
2.500%, 12/05/21

    2,800,000        2,774,307   

3.125%, 12/05/23 (a)

    4,440,000        4,439,636   

Intel Corp.
4.900%, 07/29/45

    1,875,000        2,097,531   
   

 

 

 
      9,311,474   
   

 

 

 
Software—0.4%  

First Data Corp.
5.750%, 01/15/24 (144A) (a)

    1,468,000        1,514,800   

7.000%, 12/01/23 (144A) (a)

    3,759,000        4,003,335   

Microsoft Corp.
2.375%, 02/12/22

    3,932,000        3,916,173   

Oracle Corp.
4.375%, 05/15/55

    2,590,000        2,576,066   
   

 

 

 
      12,010,374   
   

 

 

 
Telecommunications—4.1%  

AT&T, Inc.
3.950%, 01/15/25

    4,723,000        4,731,180   

4.800%, 06/15/44

    5,000,000        4,724,570   

Bharti Airtel International Netherlands B.V.
5.350%, 05/20/24 (a)

    9,810,000        10,275,337   

British Telecommunications plc
9.125%, 12/15/30

    4,915,000        7,498,717   

CenturyLink, Inc.
5.625%, 04/01/20 (a)

    690,000        729,675   

5.625%, 04/01/25 (a)

    1,670,000        1,586,500   

6.450%, 06/15/21 (a)

    1,175,000        1,236,688   

6.750%, 12/01/23

    1,290,000        1,319,025   

CommScope, Inc.
5.500%, 06/15/24 (144A)

    2,200,000        2,277,000   

Deutsche Telekom International Finance B.V.
2.485%, 09/19/23 (144A)

    24,317,000        23,227,769   

Digicel, Ltd.
6.750%, 03/01/23

    4,810,000        4,336,840   

Frontier Communications Corp.
8.875%, 09/15/20 (a)

    50,000        53,250   

11.000%, 09/15/25 (a)

    5,757,000        5,944,102   

HC2 Holdings, Inc.
11.000%, 12/01/19 (144A)

    4,350,000        4,263,000   

 

See accompanying notes to financial statements.

 

MSF-13


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Corporate Bonds & Notes—(Continued)

 

Security Description   Principal
Amount*
    Value  
Telecommunications—(Continued)  

Sprint Capital Corp.
8.750%, 03/15/32 (a)

    3,360,000      $ 3,696,000   

Sprint Communications, Inc.
9.000%, 11/15/18 (144A) (a)

    4,500,000        4,961,250   

11.500%, 11/15/21 (a)

    3,483,000        4,275,382   

Sprint Corp.
7.625%, 02/15/25 (a)

    1,790,000        1,881,737   

7.875%, 09/15/23 (a)

    8,920,000        9,522,100   

T-Mobile USA, Inc.
6.500%, 01/15/24 (a)

    803,000        861,218   

6.542%, 04/28/20

    900,000        927,000   

6.625%, 11/15/20

    875,000        894,688   

6.633%, 04/28/21 (a)

    3,425,000        3,574,844   

6.836%, 04/28/23 (a)

    228,000        244,245   

Telecom Italia S.p.A.
5.303%, 05/30/24 (144A) (a)

    3,390,000        3,313,725   

Telefonica Europe B.V.
6.750%, 11/26/20 (GBP) (c)

    2,400,000        3,076,070   

Verizon Communications, Inc.
5.150%, 09/15/23

    1,790,000        1,979,280   

6.550%, 09/15/43

    6,778,000        8,465,566   

West Corp.
5.375%, 07/15/22 (144A) (a)

    13,604,000        13,144,865   

Windstream Services LLC
6.375%, 08/01/23 (a)

    265,000        236,513   

7.750%, 10/15/20

    5,925,000        6,090,900   
   

 

 

 
      139,349,036   
   

 

 

 
Transportation—0.7%  

Florida East Coast Holdings Corp.
6.750%, 05/01/19 (144A) (a)

    9,865,000        10,210,275   

9.750%, 05/01/20 (144A)

    872,000        895,980   

Navios Maritime Acquisition Corp. / Navios Acquisition Finance U.S., Inc.
8.125%, 11/15/21 (144A)

    4,670,000        3,969,500   

SPL Logistics Escrow LLC / SPL Logistics Finance Corp.
8.875%, 08/01/20 (144A)

    4,140,000        3,591,450   

XPO Logistics, Inc.
6.500%, 06/15/22 (144A) (a)

    5,520,000        5,796,000   
   

 

 

 
      24,463,205   
   

 

 

 
Trucking & Leasing—0.1%  

Penske Truck Leasing Co. L.P. / PTL Finance Corp.
3.375%, 02/01/22 (144A)

    3,495,000        3,524,564   
   

 

 

 
Water—0.1%  

Anglian Water Osprey Financing plc
5.000%, 04/30/23 (GBP)

    2,650,000        3,420,557   
   

 

 

 

Total Corporate Bonds & Notes
(Cost $1,805,487,995)

      1,839,171,924   
   

 

 

 
Mortgage-Backed Securities—15.1%   
Security Description   Principal
Amount*
    Value  
Collateralized Mortgage Obligations—7.2%  

American Home Mortgage Assets Trust
0.946%, 12/25/46 (c)

    3,476,076      $ 2,457,917   

American Home Mortgage Investment Trust
1.336%, 11/25/45 (c)

    634,384        547,279   

Banc of America Funding Corp.
0.714%, 02/27/37 (144A) (c)

    15,442,837        8,205,218   

0.844%, 06/29/37 (144A)

    19,889,793        9,475,139   

0.926%, 06/29/37 (144A) (c)

    7,129,902        7,049,691   

Banc of America Funding Trust
0.863%, 09/29/36 (144A) (c)

    38,969,877        18,626,148   

0.896%, 03/27/36 (144A) (c)

    6,179,448        3,619,648   

0.909%, 05/20/36 (c)

    267,771        256,844   

14.999%, 01/01/30 (144A) (c)

    11,939,231        5,815,134   

Banc of America Mortgage Trust
3.242%, 09/25/35 (c)

    128,162        122,881   

3.342%, 12/25/34 (c)

    6,888        6,683   

5.750%, 01/25/35

    329,180        333,876   

BCAP LLC Trust
0.794%, 10/28/36 (144A) (c)

    3,412,735        3,257,525   

3.183%, 05/26/47 (144A) (c)

    7,913,328        5,406,813   

Bear Stearns ALT-A Trust
3.107%, 08/25/34 (c)

    8,287,184        8,432,274   

Bear Stearns Asset-Backed Securities Trust
31.052%, 07/25/36 (c)

    597,757        964,827   

Citigroup Mortgage Loan Trust, Inc.
3.509%, 12/25/35 (c)

    1,824,761        1,441,553   

CitiMortgage Alternative Loan Trust
31.720%, 07/25/37 (c)

    1,846,720        2,895,672   

Countrywide Alternative Loan Trust
0.974%, 07/20/35 (c)

    1,822,053        1,619,997   

1.026%, 01/25/36 (c)

    313,185        258,166   

1.396%, 07/25/35 (c)

    1,300,000        1,167,273   

5.750%, 01/25/37

    3,242,812        2,615,072   

6.000%, 01/25/37

    3,297,893        2,852,021   

15.277%, 06/25/35 (c)

    2,238,668        2,724,244   

20.532%, 02/25/36 (c)

    2,049,163        2,238,772   

25.576%, 07/25/36 (c)

    3,540,464        4,531,041   

34.463%, 08/25/37 (c)

    1,838,246        2,949,732   

Countrywide Alternative Loan Trust Resecuritization
6.000%, 08/25/37

    8,283,636        6,226,362   

Countrywide Home Loan Reperforming Loan REMIC Trust
1.116%, 03/25/35 (144A) (c)

    691,424        607,176   

5.642%, 03/25/35 (144A) (c) (d) (h)

    8,407,151        1,184,737   

Credit Suisse Mortgage Trust
0.784%, 06/27/46 (144A) (c)

    3,329,825        3,159,358   

26.366%, 02/25/36 (c)

    2,024,822        2,662,810   

DSLA Mortgage Loan Trust
0.946%, 03/19/45 (c)

    174,441        154,182   

Fannie Mae Connecticut Avenue Securities
6.006%, 10/25/23 (c)

    2,780,000        3,060,266   

Freddie Mac Structured Agency Credit Risk Debt Notes
5.256%, 02/25/24 (c)

    2,210,000        2,410,119   

5.406%, 10/25/28 (c)

    12,940,000        13,793,636   

5.506%, 10/25/24 (c)

    5,925,000        6,430,491   

 

See accompanying notes to financial statements.

 

MSF-14


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Mortgage-Backed Securities—(Continued)

 

Security Description   Principal
Amount*
    Value  
Collateralized Mortgage Obligations—(Continued)  

GreenPoint MTA Trust
1.196%, 06/25/45 (c)

    1,728,936      $ 1,504,624   

GSMPS Mortgage Loan Trust
1.156%, 04/25/36 (144A) (c)

    938,665        774,337   

GSR Mortgage Loan Trust
3.247%, 10/25/35 (c)

    359,118        312,005   

HarborView Mortgage Loan Trust
0.986%, 01/19/36 (c)

    1,129,059        740,270   

1.536%, 11/19/34 (c)

    1,988,852        1,745,032   

1.756%, 10/25/37 (c)

    1,894,669        1,762,540   

Impac CMB Trust
1.224%, 09/25/34 (c)

    8,714,004        8,227,179   

Impac Secured Assets CMN Owner Trust
1.076%, 03/25/36 (c)

    999,649        714,686   

IndyMac INDX Mortgage Loan Trust
1.476%, 01/25/35 (c)

    1,233,911        923,223   

3.152%, 03/25/35 (c)

    560,602        544,448   

3.174%, 05/25/37 (c)

    4,586,860        3,675,673   

JPMorgan Mortgage Trust
2.500%, 03/25/43 (144A) (c)

    17,238        17,007   

6.500%, 01/25/36

    126,608        112,122   

JPMorgan Resecuritization Trust
0.744%, 07/27/46 (144A) (c)

    4,731,419        4,571,477   

Lehman Mortgage Trust
5.874%, 02/25/37 (c) (g) (h)

    9,578,890        2,923,089   

Lehman XS Trust
0.916%, 03/25/47 (c)

    3,368,938        3,039,961   

0.956%, 08/25/46 (c)

    3,009,848        2,404,789   

MASTR Adjustable Rate Mortgages Trust
3.012%, 11/25/35 (144A) (c)

    68,919        51,574   

MASTR Seasoned Securitization Trust
3.439%, 10/25/32 (c)

    165,874        161,311   

Merrill Lynch Mortgage Investors Trust
3.173%, 05/25/34 (c)

    108,174        107,288   

3.226%, 08/25/33 (c)

    978,606        913,706   

Morgan Stanley Mortgage Loan Trust
1.076%, 01/25/35 (c)

    1,065,441        982,061   

Mortgage Repurchase Agreement Financing Trust
1.737%, 05/10/19 (144A) (c)

    2,830,000        2,823,850   

New Residential Mortgage Loan Trust
4.250%, 09/25/56 (144A) (c)

    8,305,524        8,370,848   

Nomura Resecuritization Trust
Zero Coupon, 07/26/37 (144A) (c)

    2,694,244        2,610,983   

0.724%, 05/26/46 (144A) (c)

    17,785,312        10,296,814   

0.844%, 02/26/46 (144A) (c)

    4,868,000        4,331,222   

NovaStar Mortgage Funding Trust
0.782%, 09/25/46 (c)

    1,040,295        846,917   

Prime Mortgage Trust
5.500%, 05/25/35 (144A)

    1,080,659        1,080,653   

6.000%, 05/25/35 (144A)

    2,845,802        2,699,364   

RBSGC Mortgage Loan Trust
1.206%, 01/25/37 (c)

    918,451        528,631   

Residential Accredit Loans, Inc. Trust
0.946%, 05/25/47 (c)

    1,640,447        1,365,616   

0.966%, 04/25/46 (c)

    1,799,188        809,865   
Collateralized Mortgage Obligations—(Continued)  

Residential Accredit Loans, Inc. Trust

   

1.016%, 04/25/46 (c)

    933,534      427,074   

1.853%, 11/25/37 (c)

    5,163,119        3,539,075   

Residential Asset Securitization Trust
5.750%, 02/25/36

    2,665,596        2,519,062   

5.794%, 12/25/36 (c) (g) (h)

    14,994,634        4,431,045   

Sequoia Mortgage Trust
1.955%, 06/20/33 (c)

    148,631        144,133   

3.726%, 07/25/45 (144A) (c)

    10,615        9,903   

Structured Adjustable Rate Mortgage Loan Trust
2.117%, 09/25/37 (c)

    5,299,617        4,429,901   

3.067%, 01/25/35 (c)

    708,717        669,975   

3.364%, 09/25/35 (c)

    956,740        783,569   

3.453%, 03/25/34 (c)

    123,805        120,628   

Structured Asset Mortgage Investments Trust
0.966%, 05/25/46 (c)

    263,893        197,854   

1.036%, 02/25/36 (c)

    4,825,574        4,049,087   

3.054%, 08/25/35 (c)

    93,746        89,265   

Structured Asset Securities Corp. Trust
1.106%, 03/25/35 (c)

    2,001,212        1,590,600   

WaMu Mortgage Pass-Through Certificates Trust
1.026%, 12/25/45 (c)

    814,300        770,019   

1.046%, 07/25/45 (c)

    511,832        486,156   

1.848%, 03/25/47 (c)

    2,888,303        2,314,151   

2.591%, 09/25/36 (c)

    1,006,947        896,960   

2.692%, 08/25/33 (c)

    2,099,461        2,016,456   

2.839%, 10/25/34 (c)

    906,140        910,523   

5.924%, 04/25/37 (c) (g) (h)

    13,912,401        3,583,156   

Wells Fargo Mortgage-Backed Securities Trust
3.072%, 10/25/35 (c)

    75,698        76,258   

3.075%, 06/25/35 (c)

    67,748        68,954   

3.083%, 04/25/36 (c)

    109,214        107,360   
   

 

 

 
      245,764,906   
   

 

 

 
Commercial Mortgage-Backed Securities—7.9%  

A10 Securitization LLC
2.400%, 11/15/25 (144A)

    14,532        14,530   

BAMLL Mezzanine Securities Trust
9.183%, 12/15/19 (144A) (c)

    5,700,000        5,526,275   

BAMLL Re-REMIC Trust
5.793%, 07/10/17 (144A) (c)

    11,727,532        7,621,981   

Banc of America Commercial Mortgage Trust
5.648%, 04/10/49 (c)

    4,570,000        4,359,047   

Bayview Commercial Asset Trust
Zero Coupon, 07/25/37 (144A) (d)

    3,939,234        0   

Bear Stearns Commercial Mortgage Securities Trust
6.222%, 06/11/50 (c)

    3,540,000        3,453,977   

BLCP Hotel Trust
6.432%, 08/15/29 (144A) (c)

    6,414,136        6,366,637   

CGBAM Commercial Mortgage Trust
8.104%, 11/15/21 (144A) (c)

    17,780,000        17,981,216   

Citigroup Commercial Mortgage Trust
3.110%, 04/10/48 (144A)

    1,400,000        965,873   

3.208%, 07/10/47 (144A) (c)

    4,398,000        2,650,726   

 

See accompanying notes to financial statements.

 

MSF-15


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Mortgage-Backed Securities—(Continued)

 

Security Description   Principal
Amount*
    Value  
Commercial Mortgage-Backed Securities—(Continued)  

Citigroup Commercial Mortgage Trust

   

3.648%, 09/15/27 (144A) (c)

    7,250,000      $ 6,671,391   

6.136%, 12/10/49 (c)

    9,063,000        6,072,210   

Commercial Mortgage Pass-Through Certificates Mortgage Trust
3.000%, 12/10/47 (144A)

    2,230,000        1,301,278   

4.354%, 03/10/46 (144A) (c)

    2,710,000        1,676,298   

4.443%, 07/10/50 (c)

    1,726,000        1,245,139   

4.547%, 08/10/48 (144A) (c)

    5,800,000        3,093,176   

Credit Suisse Commercial Mortgage Trust
4.373%, 09/15/37 (144A)

    3,920,000        3,276,311   

5.373%, 12/15/39

    1,075,027        1,026,607   

6.173%, 06/15/38 (c)

    4,604,410        2,760,954   

9.168%, 03/15/17 (144A)

    6,400,000        6,192,000   

CSAIL Commercial Mortgage Trust
4.394%, 11/15/49 (c)

    3,888,000        3,524,850   

DBUBS Mortgage Trust
3.750%, 08/10/44 (144A)

    5,180,000        2,842,162   

EQTY Mortgage Trust
4.099%, 05/08/31 (144A) (c)

    10,780,000        10,541,795   

5.399%, 05/08/31 (144A) (c)

    11,009,372        10,548,053   

GE Business Loan Trust
1.124%, 05/15/34 (144A) (c)

    695,023        598,807   

GE Commercial Mortgage Corp. Trust
5.677%, 12/10/49 (c)

    240,000        150,378   

GMAC Commercial Mortgage Securities, Inc.
5.349%, 11/10/45 (c)

    2,210,000        1,919,639   

GS Mortgage Securities Trust
4.530%, 05/10/49 (c)

    5,755,000        5,849,905   

4.646%, 06/10/47 (c)

    5,993,000        6,049,027   

5.622%, 11/10/39

    3,095,143        2,651,117   

Hyatt Hotel Portfolio Trust
6.929%, 11/15/19 (144A) (c)

    3,500,000        3,534,802   

JPMorgan Chase Commercial Mortgage Securities Trust
3.462%, 12/15/49 (c)

    6,090,000        5,447,923   

3.958%, 04/15/46 (c)

    3,750,000        3,695,176   

4.004%, 08/15/27 (144A) (c)

    460,000        458,409   

4.304%, 06/15/29 (144A) (c)

    3,540,000        3,515,813   

5.386%, 05/15/47 (c)

    2,280,000        1,584,828   

5.411%, 05/15/47

    2,120,000        1,484,212   

5.502%, 06/12/47 (c)

    6,170,000        5,067,112   

5.503%, 01/15/49 (c)

    7,680,000        2,921,347   

5.623%, 05/12/45

    669,706        572,598   

6.039%, 02/15/51 (c)

    1,350,000        1,238,672   

6.929%, 10/15/19 (144A) (c)

    9,900,000        9,962,031   

LB-UBS Commercial Mortgage Trust
6.245%, 09/15/45 (c)

    1,100,000        963,380   

Lone Star Portfolio Trust
7.604%, 09/15/28 (144A) (c)

    5,545,947        5,333,296   

7.921%, 09/15/20 (144A) (c)

    5,318,716        5,266,377   

ML-CFC Commercial Mortgage Trust
5.450%, 08/12/48 (c)

    1,918,000        1,638,828   

5.450%, 08/12/48 (144A) (c)

    200,000        170,982   

6.177%, 09/12/49 (c)

    9,253,000        6,488,608   
Commercial Mortgage-Backed Securities—(Continued)  

Morgan Stanley Bank of America Merrill Lynch Trust
4.297%, 12/15/49 (c)

    4,870,000      4,698,524   

4.529%, 10/15/48 (144A) (c)

    9,534,000        5,722,015   

Morgan Stanley Capital Trust
3.912%, 11/15/49 (c)

    3,759,000        3,591,834   

4.151%, 12/15/49 (c)

    12,593,000        11,873,019   

5.399%, 12/15/43

    3,449,053        2,643,009   

5.902%, 06/11/49 (c)

    5,560,000        5,130,439   

Multifamily Trust
9.855%, 04/25/46 (144A) (c)

    16,382,964        17,992,541   

UBS-Barclays Commercial Mortgage Trust
4.885%, 05/10/63 (144A) (c)

    4,530,000        2,370,612   

Wachovia Bank Commercial Mortgage Trust
5.594%, 01/15/45 (144A) (c)

    6,466,500        6,050,704   

Waterfall Commercial Mortgage Trust
4.104%, 09/14/22 (144A) (c) (d)

    6,101,843        5,961,805   

Wells Fargo Commercial Mortgage Trust
4.458%, 08/15/50

    6,613,000        6,537,727   

4.495%, 12/15/49 (c)

    6,251,000        6,069,112   

WF-RBS Commercial Mortgage Trust
3.016%, 11/15/47 (144A)

    4,441,004        1,980,008   

3.250%, 06/15/46 (144A)

    8,240,000        5,434,033   
   

 

 

 
      272,331,135   
   

 

 

 

Total Mortgage-Backed Securities
(Cost $537,703,206)

      518,096,041   
   

 

 

 
Foreign Government—13.3%   
Regional Government—0.1%  

Japan Finance Organization for Municipalities
4.000%, 01/13/21

    1,900,000        1,998,494   
   

 

 

 
Sovereign—13.2%  

Abu Dhabi Government International Bonds
3.125%, 05/03/26 (144A)

    17,360,000        17,035,194   

Argentine Bonos del Tesoro
22.750%, 03/05/18 (ARS)

    104,350,000        7,144,963   

Argentine Republic Government International Bonds
6.875%, 04/22/21 (144A)

    2,150,000        2,289,750   

7.500%, 04/22/26 (144A)

    41,610,000        43,690,500   

7.625%, 04/22/46 (144A)

    1,170,000        1,170,000   

Bahamas Government International Bonds
5.750%, 01/16/24 (144A)

    1,500,000        1,523,295   

Bermuda Government International Bonds
4.138%, 01/03/23 (144A)

    2,000,000        2,040,800   

Brazil Notas do Tesouro Nacional
10.000%, 01/01/21 (BRL)

    25,000,000        7,397,218   

10.000%, 01/01/23 (BRL)

    110,000,000        31,797,932   

Brazilian Government International Bonds
6.000%, 04/07/26 (a)

    44,100,000        45,643,500   

Ecuador Government International Bonds
10.750%, 03/28/22 (144A)

    8,450,000        9,168,250   

 

See accompanying notes to financial statements.

 

MSF-16


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Foreign Government—(Continued)

 

Security Description   Principal
Amount*
    Value  
Sovereign—(Continued)  

Hungary Government International Bonds
5.750%, 11/22/23

    16,414,000      $ 18,199,023   

Indonesia Government International Bonds
4.750%, 01/08/26

    7,000,000        7,225,988   

5.125%, 01/15/45

    3,000,000        2,993,271   

5.250%, 01/17/42

    41,590,000        41,914,943   

Kazakhstan Government International Bonds
5.125%, 07/21/25

    26,080,000        27,864,081   

Mexican Bonos
8.500%, 11/18/38 (MXN)

    531,300,000        27,223,549   

Mexico Government International Bonds
4.125%, 01/21/26 (a)

    8,170,000        8,104,640   

4.750%, 03/08/44

    44,760,000        40,700,268   

Peruvian Government International Bonds
4.125%, 08/25/27 (a)

    25,600,000        26,592,000   

Poland Government International Bonds
3.250%, 04/06/26 (a)

    33,000,000        31,647,924   

4.000%, 01/22/24 (a)

    3,410,000        3,487,605   

Portugal Government International Bonds
5.125%, 10/15/24 (144A)

    14,000,000        13,545,000   

Russian Federal Bonds - OFZ
7.050%, 01/19/28 (RUB)

    2,515,050,000        37,481,030   
   

 

 

 
      455,880,724   
   

 

 

 

Total Foreign Government
(Cost $463,619,198)

      457,879,218   
   

 

 

 
Floating Rate Loans (i)—6.2%   
Airlines—0.1%  

Air Canada
Term Loan B, 3.614%, 10/06/23

    3,081,208        3,105,602   
   

 

 

 
Commercial Services—0.5%  

Jaguar Holding Co. II
Term Loan B, 4.250%, 08/18/22

    8,272,184        8,365,246   

Prime Security Services Borrower LLC Incremental Term Loan B1, 05/02/22 (j)

    8,290,000        8,397,770   
   

 

 

 
      16,763,016   
   

 

 

 
Distributors—0.2%  

American Builders & Contractors Supply Co., Inc.
Term Loan B, 3.520%, 10/31/23

    8,115,000        8,205,572   
   

 

 

 
Diversified Financial Services—0.0%  

Nord Anglia Education Finance LLC
Term Loan, 03/31/21 (j)

    907,673        922,990   
   

 

 

 
Electric—0.2%  

Energy Future Intermediate Holding Co. LLC
Term Loan, 4.250%, 06/30/17

    6,240,991        6,289,359   
   

 

 

 
Entertainment—0.5%  

Lions Gate Entertainment Corp.
1st Lien Term Loan, 12/08/23 (j)

    8,735,000      8,799,097   

Scientific Games International, Inc.
Term Loan B2, 6.000%, 10/01/21

    7,525,802        7,626,595   
   

 

 

 
      16,425,692   
   

 

 

 
Equity Real Estate Investment Trusts—0.2%  

Communications Sales & Leasing, Inc.
Term Loan B, 4.500%, 10/24/22

    8,269,275        8,376,776   
   

 

 

 
Food—0.1%  

Albertson’s LLC
Term Loan B6, 06/22/23 (j)

    4,570,000        4,642,224   
   

 

 

 
Healthcare-Services—0.4%  

DaVita HealthCare Partners, Inc.
Term Loan B, 3.520%, 06/24/21

    3,401,279        3,440,961   

MPH Acquisition Holdings LLC
Term Loan B, 06/07/23 (j)

    8,326,416        8,486,999   
   

 

 

 
      11,927,960   
   

 

 

 
Hotels, Restaurants & Leisure—0.1%  

1011778 B.C. Unlimited Liability Co.
Term Loan B2, 3.750%, 12/10/21

    3,361,407        3,394,322   
   

 

 

 
Insurance—0.4%  

RPI Finance Trust
Term Loan B5, 3.498%, 10/14/22

    6,608,425        6,690,442   

UFC Holdings LLC
1st Lien Term Loan, 5.000%, 08/18/23

    8,490,000        8,597,008   
   

 

 

 
      15,287,450   
   

 

 

 
Internet—0.1%  

Ancestry.com Operations, Inc.
1st Lien Term Loan, 5.250%, 10/19/23

    1,670,000        1,683,861   
   

 

 

 
Lodging—0.4%  

Boyd Gaming Corp.
Term Loan B2, 3.756%, 09/15/23

    4,558,575        4,609,859   

Hilton Worldwide Finance LLC
Term Loan B2, 10/25/23 (j)

    2,281,767        2,310,901   

MGM Growth Properties Operating Partnership L.P.
Term Loan B, 3.520%, 04/25/23

    4,269,246        4,307,268   

Station Casinos LLC
Term Loan B, 3.750%, 06/08/23

    3,571,028        3,618,165   
   

 

 

 
      14,846,193   
   

 

 

 
Machinery—0.1%  

Zebra Technologies Corp.
Term Loan B, 10/27/21 (j)

    4,050,515        4,094,183   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-17


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Floating Rate Loans (i)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Media—0.3%  

CBS Radio, Inc.
Term Loan B, 4.500%, 10/17/23

    3,088,302      $ 3,126,887   

Charter Communications Operating LLC
Term Loan I, 3.005%, 01/15/24

    4,547,093        4,586,880   

Univision Communications, Inc.
Term Loan C4, 4.000%, 03/01/20

    3,500,632        3,521,296   
   

 

 

 
      11,235,063   
   

 

 

 
Oil & Gas—0.1%  

Hercules Offshore LLC
Term Loan, 10.500%, 05/06/20 (f) (g)

    3,290,868        3,234,265   
   

 

 

 
Packaging & Containers—0.5%  

Berry Plastics Group, Inc.
Term Loan H, 3.750%, 10/01/22

    8,457,837        8,545,587   

BWAY Holding Co.
Term Loan B, 08/14/23 (j)

    893,459        898,373   

Reynolds Group Holdings, Inc.
Term Loan, 4.250%, 02/05/23

    8,089,725        8,188,088   
   

 

 

 
      17,632,048   
   

 

 

 
Pharmaceuticals—0.1%  

Catalent Pharma Solutions, Inc.
Term Loan B, 3.750%, 05/20/21

    1,969,777        1,987,889   
   

 

 

 
Professional Services—0.1%  

Trans Union LLC
Term Loan B2, 3.520%, 04/09/21

    3,984,772        4,017,861   
   

 

 

 
Retail—0.9%  

Bass Pro Group LLC
Term Loan B, 12/16/23 (j)

    7,545,000        7,489,084   

CWGS Group LLC
Term Loan, 4.500%, 11/08/23

    1,330,000        1,342,885   

Leslie’s Poolmart, Inc.
Term Loan, 08/16/23 (j)

    3,142,125        3,176,164   

Michaels Stores, Inc.
Term Loan B1, 3.750%, 01/27/23

    4,537,521        4,589,380   

Party City Holdings, Inc.
Term Loan, 4.210%, 08/19/22

    4,331,644        4,366,500   

Petco Animal Supplies, Inc.
Term Loan B1, 5.000%, 01/26/23

    4,558,518        4,599,353   

PetSmart, Inc.
Term Loan B2, 4.000%, 03/11/22

    3,484,051        3,501,272   
   

 

 

 
      29,064,638   
   

 

 

 
Software—0.1%  

First Data Corp.
Term Loan, 3.756%, 03/24/21

    2,626,330        2,655,329   
   

 

 

 
Telecommunications—0.6%  

Level 3 Financing, Inc.
Term Loan B2, 3.500%, 05/31/22

    4,830,000        4,880,816   

T-Mobile USA, Inc.
Term Loan B, 3.520%, 11/09/22

    4,547,035        4,604,687   
Telecommunications—(Continued)  

UPC Financing Partnership
Term Loan AN, 4.080%, 08/31/24

    4,570,000      4,621,984   

Virgin Media Investment Holdings, Ltd.
Term Loan I, 01/31/25 (j)

    2,865,395        2,882,109   

Windstream Services LLC
Term Loan, 03/29/21 (j)

    1,341,332        1,348,039   

Term Loan B6, 03/16/21 (j)

    2,006,971        2,020,143   
   

 

 

 
      20,357,778   
   

 

 

 
Textiles, Apparel & Luxury Goods—0.1%  

Kate Spade & Co.
Term Loan B, 4.000%, 04/10/21

    3,750,000        3,768,750   
   

 

 

 
Transportation—0.1%  

XPO Logistics, Inc.
Term Loan B2, 4.250%, 10/30/21

    3,316,484        3,362,915   
   

 

 

 

Total Floating Rate Loans
(Cost $212,200,194)

      213,281,736   
   

 

 

 
U.S. Treasury & Government Agencies—5.9%   
Agency Sponsored Mortgage - Backed—0.9%  

Fannie Mae 15 Yr. Pool
4.000%, 07/01/18

    31,914        32,838   

4.000%, 08/01/18

    43,416        44,680   

4.000%, 03/01/19

    49,718        51,170   

5.000%, 12/01/21

    15,412        15,773   

6.500%, 01/01/17

    4        4   

Fannie Mae 20 Yr. Pool
8.500%, 08/01/19

    7,045        7,329   

Fannie Mae 30 Yr. Pool
4.500%, 05/01/39

    2,165,878        2,349,949   

4.500%, 08/01/40

    5,983,259        6,449,835   

4.500%, 05/01/41

    4,105,650        4,425,895   

4.500%, 11/01/43

    3,484,346        3,748,052   

5.000%, 01/01/39

    409,077        445,386   

5.000%, 06/01/40

    221,220        241,571   

5.000%, 07/01/40

    162,078        176,948   

6.000%, 07/01/38

    30,633        34,684   

6.500%, 08/01/31

    1,298        1,469   

6.500%, 12/01/36

    1,413        1,598   

6.500%, 06/01/37

    25,253        28,570   

6.500%, 10/01/37

    27,499        31,111   

7.000%, 05/01/26

    1,359        1,449   

7.000%, 07/01/30

    275        282   

7.000%, 01/01/31

    414        461   

7.000%, 07/01/31

    1,619        1,808   

7.000%, 09/01/31

    3,207        3,502   

7.000%, 10/01/31

    3,232        3,672   

7.000%, 11/01/31

    23,967        25,724   

7.000%, 01/01/32

    5,868        6,029   

7.000%, 02/01/32

    4,490        4,654   

7.500%, 12/01/29

    485        495   

7.500%, 01/01/30

    547        653   

 

See accompanying notes to financial statements.

 

MSF-18


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

U.S. Treasury & Government Agencies—(Continued)

 

Security Description  

Principal
Amount*

    Value  
Agency Sponsored Mortgage - Backed—(Continued)  

Fannie Mae 30 Yr. Pool

   

7.500%, 02/01/30

    340      $ 344   

7.500%, 06/01/30

    466        467   

7.500%, 08/01/30

    88        90   

7.500%, 09/01/30

    772        882   

7.500%, 10/01/30

    90        100   

7.500%, 11/01/30

    10,369        10,980   

7.500%, 02/01/31

    3,610        3,712   

8.000%, 08/01/27

    1,156        1,291   

8.000%, 07/01/30

    681        833   

8.000%, 09/01/30

    409        433   

Fannie Mae REMICS (CMO)
1.106%, 05/25/34 (c)

    147,038        146,811   

4.500%, 06/25/29

    323,495        343,875   

9.750%, 11/25/18

    95,097        100,031   

9.750%, 08/25/19

    30,607        32,168   

Freddie Mac 30 Yr. Gold Pool
3.000%, 11/01/42

    2,519,356        2,518,330   

6.000%, 12/01/36

    22,084        25,119   

6.000%, 02/01/37

    27,847        31,459   

7.000%, 03/01/39

    167,893        199,464   

Freddie Mac Multifamily Structured Pass-Through Certificates
1.329%, 08/25/42 (c) (h)

    70,400,000        4,113,718   

Freddie Mac REMICS (CMO)
1,156.500%, 06/15/21 (h)

    5        52   

Ginnie Mae I 30 Yr. Pool
5.000%, 04/15/35

    12,013        13,424   

5.500%, 01/15/34

    61,166        69,028   

5.500%, 04/15/34

    19,791        22,497   

5.500%, 07/15/34

    108,210        121,780   

5.500%, 10/15/34

    98,002        110,755   

5.750%, 10/15/38

    99,974        113,262   

6.000%, 02/15/33

    1,996        2,315   

6.000%, 03/15/33

    7,951        9,090   

6.000%, 06/15/33

    5,365        6,160   

6.000%, 07/15/33

    8,031        9,264   

6.000%, 09/15/33

    6,775        7,687   

6.000%, 10/15/33

    3,669        4,263   

6.000%, 08/15/34

    31,487        35,894   

6.500%, 03/15/29

    3,126        3,571   

6.500%, 02/15/32

    1,128        1,308   

6.500%, 03/15/32

    1,197        1,398   

6.500%, 11/15/32

    4,493        5,192   

7.000%, 03/15/31

    198        207   

Ginnie Mae II 30 Yr. Pool
3.500%, 03/20/45

    342,479        356,598   

3.500%, 03/20/46

    532,207        556,668   

5.000%, 08/20/34

    75,674        83,386   

5.500%, 03/20/34

    9,349        10,735   

6.000%, 05/20/32

    13,383        15,570   

6.000%, 11/20/33

    15,590        18,100   

Ginnie Mae II ARM Pool
2.040%, 01/20/60 (c)

    735,463        752,831   

2.416%, 05/20/60 (c)

    667,823        688,611   
Agency Sponsored Mortgage - Backed—(Continued)  

Government National Mortgage Association (CMO)
0.700%, 03/16/47 (c) (h)

    9,338,414      249,697   

0.885%, 04/16/52 (c) (h)

    16,590,728        531,796   

0.900%, 09/16/56 (c) (h)

    10,118,760        635,215   

3.000%, 04/20/41

    798,975        818,032   
   

 

 

 
      30,920,084   
   

 

 

 
Federal Agencies—0.1%  

Tennessee Valley Authority
5.250%, 09/15/39

    400,000        502,398   

5.980%, 04/01/36

    1,760,000        2,373,194   
   

 

 

 
      2,875,592   
   

 

 

 
U.S. Treasury—4.9%  

U.S. Treasury Bonds
2.250%, 08/15/46 (a)

    510,000        428,818   

2.875%, 11/15/46

    130,000        125,511   

3.000%, 05/15/45

    37,330,000        36,825,448   

4.500%, 02/15/36 (a)

    14,550,000        18,410,290   

U.S. Treasury Floating Rate Notes
0.724%, 10/31/17 (a) (c)

    10,000,000        10,013,420   

0.828%, 01/31/18 (a) (c)

    50,000,000        50,143,400   

U.S. Treasury Inflation Indexed Bonds
0.750%, 02/15/45 (k)

    50,872,844        47,868,345   

1.000%, 02/15/46 (k)

    6,085,195        6,110,911   

U.S. Treasury Notes
1.500%, 08/31/18

    220,000        221,375   

1.500%, 08/15/26

    790,000        726,584   

2.000%, 11/15/26 (a)

    5,000        4,811   

2.375%, 08/15/24

    10,000        10,046   
   

 

 

 
      170,888,959   
   

 

 

 

Total U.S. Treasury & Government Agencies
(Cost $209,631,981)

      204,684,635   
   

 

 

 
Investment Company Security—2.3%   

PowerShares Senior Loan Portfolio (a)
(Cost $79,534,840)

    3,424,440        79,994,918   
   

 

 

 
Asset-Backed Securities—2.1%   
Asset-Backed - Home Equity—0.2%  

Asset-Backed Securities Corp. Home Equity Loan Trust
3.554%, 04/15/33 (c)

    6,421        6,316   

Bear Stearns Asset-Backed Securities Trust
1.324%, 01/25/34 (c)

    18,584        17,975   

EMC Mortgage Loan Trust
1.034%, 05/25/43 (144A) (c)

    613,096        600,028   

1.234%, 05/25/43 (144A) (c)

    7,660,000        6,490,059   

 

See accompanying notes to financial statements.

 

MSF-19


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Asset-Backed Securities—(Continued)

 

Security Description  

Principal
Amount*

    Value  
Asset-Backed - Home Equity—(Continued)  

Structured Asset Securities Corp. Mortgage Loan Trust
0.976%, 02/25/36 (144A) (c)

    2,659,676      $ 168,620   
   

 

 

 
      7,282,998   
   

 

 

 
Asset-Backed - Manufactured Housing—0.5%  

Conseco Financial Corp.
7.030%, 07/15/28

    7,119,835        6,930,150   

Greenpoint Manufactured Housing
3.137%, 03/18/29 (c)

    425,000        391,462   

3.817%, 06/19/29 (c)

    325,000        295,711   

4.066%, 02/20/30 (c)

    350,000        313,415   

Manufactured Housing Contract Trust Pass-Through Certificates
4.037%, 02/20/32 (c)

    250,000        225,764   

4.038%, 03/13/32 (c)

    425,000        382,279   

Mid-State Trust VI
7.340%, 07/01/35

    197,276        207,882   

Origen Manufactured Housing Contract Trust
2.291%, 04/15/37 (c)

    1,513,109        1,382,091   

2.379%, 10/15/37 (c)

    1,685,826        1,488,803   

UCFC Manufactured Housing Contract
7.095%, 04/15/29 (c)

    4,850,000        4,673,383   
   

 

 

 
      16,290,940   
   

 

 

 
Asset-Backed - Other—0.8%  

Amortizing Residential Collateral Trust
2.556%, 08/25/32 (c)

    35,168        32,048   

Applebee’s Funding LLC / IHOP Funding LLC
4.277%, 09/05/44 (144A)

    5,210,000        5,154,459   

Bear Stearns Asset-Backed Securities Trust
6.000%, 10/25/36

    1,924,630        1,418,519   

Countrywide Asset-Backed Certificates Trust
2.631%, 06/25/34 (c)

    151,144        139,932   

Countrywide Revolving Home Equity Loan Resecuritization Trust
1.004%, 12/15/33 (144A) (c)

    224,393        192,968   

Countrywide Revolving Home Equity Loan Trust
0.844%, 07/15/36 (c)

    441,741        382,948   

Encore Credit Receivables Trust
1.791%, 10/25/35 (c)

    2,327,806        1,499,834   

First Horizon Asset-Backed Trust
0.916%, 10/25/34 (c)

    34,758        33,900   

GSAMP Trust
0.956%, 01/25/36 (c)

    100,572        15,929   

GSRPM Mortgage Loan Trust
1.056%, 03/25/35 (144A) (c)

    525,107        517,126   

Home Equity Mortgage Loan Asset-Backed Notes
0.926%, 04/25/36 (c)

    143,868        103,915   

HSI Asset Securitization Corp. Trust
1.176%, 11/25/35 (c)

    4,000,000        3,485,299   

Long Beach Mortgage Loan Trust
1.264%, 01/21/31 (c)

    22,022        20,807   
Asset-Backed - Other—(Continued)  

MidOcean Credit CLO IV
4.780%, 04/15/27 (144A) (c)

    1,750,000      1,699,169   

Oaktree CLO, Ltd.
6.481%, 10/20/27 (144A) (c)

    7,050,000        6,480,395   

SACO I Trust
1.016%, 06/25/36 (c)

    356,667        629,817   

1.096%, 03/25/36 (c)

    90,461        158,363   

SoFi Consumer Loan Program
3.280%, 09/15/23 (144A)

    6,564,886        6,587,312   
   

 

 

 
      28,552,740   
   

 

 

 
Asset-Backed - Student Loan—0.6%  

DRB Prime Student Loan Trust
3.170%, 07/25/31 (144A)

    4,261,590        4,271,477   

National Collegiate Student Loan Trust
1.026%, 03/26/29 (c)

    2,199,808        2,105,930   

1.442%, 03/25/38 (c)

    8,346,942        4,687,765   

Nelnet Student Loan Trust
Zero Coupon, 03/22/32 (c)

    6,200,000        5,618,155   

Northstar Education Finance, Inc.
1.768%, 10/30/45 (c)

    100,000        73,246   

SoFi Professional Loan Program LLC
Zero Coupon, 08/25/36 (144A) (d)

    500        2,937,500   
   

 

 

 
      19,694,073   
   

 

 

 

Total Asset-Backed Securities
(Cost $72,070,592)

      71,820,751   
   

 

 

 
Convertible Preferred Stocks—0.4%   
Banks—0.2%  

Wells Fargo & Co., Series L
7.500%,

    4,965        5,908,350   
   

 

 

 
Pharmaceuticals—0.2%  

Allergan plc
5.500%, 03/01/18

    9,490        7,235,745   
   

 

 

 

Total Convertible Preferred Stocks
(Cost $13,392,002)

      13,144,095   
   

 

 

 
Municipals—0.3%   

Brazos River Harbor, TX Navigation District Revenue Bonds Dow Chemical Co. Project
5.950%, 05/15/33

    3,360,000        3,569,630   

Massachusetts State Development Finance Agency Revenue Board Institute, Inc.
5.375%, 04/01/41

    400,000        447,504   

Texas Brazos Harbor Industrial Development Corp., Environmental Facilities Revenue Dow Chemical Project.
5.900%, 05/01/38 (c)

    1,505,000        1,562,882   

 

See accompanying notes to financial statements.

 

MSF-20


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Municipals—(Continued)

 

Security Description  

Shares/

Principal
Amount*

    Value  

Texas Municipal Gas Acquisition & Supply Corp. III
5.000%, 12/15/30

    750,000     $ 784,470  

5.000%, 12/15/31

    1,550,000       1,615,426  

Virginia Housing Development Authority
6.000%, 06/25/34

    774,065       811,073  
   

 

 

 

Total Municipals
(Cost $8,296,569)

      8,790,985  
   

 

 

 
Preferred Stocks—0.1%  
Air Freight & Logistics—0.0%  

CEVA Group plc - Series A2 (g)

    864       194,337  
   

 

 

 
Banks—0.1%  

Citigroup Capital, 7.257% (c)

    66,710       1,722,452  

GMAC Capital Trust, 6.691% (c)

    53,100       1,348,740  
   

 

 

 
      3,071,192  
   

 

 

 
Marine—0.0%  

Tricer (f)

    10,446,300       140,983  
   

 

 

 

Total Preferred Stocks
(Cost $5,211,653)

      3,406,512  
   

 

 

 
Convertible Bonds—0.1%  
Energy-Alternate Sources—0.0%  

LDK Solar Co., Ltd.
5.535%, 12/31/18 (e) (g)

    341,970       13,138  
   

 

 

 
Mining—0.0%  

Mirabela Nickel, Ltd.
9.500%, 06/24/19 (144A) (d) (e)

    1,420,687       120,758  
   

 

 

 
Telecommunications—0.1%  

Finisar Corp.
0.500%, 12/15/36 (144A) (a)

    1,980,000       1,996,088  
   

 

 

 

Total Convertible Bonds
(Cost $3,418,857)

      2,129,984  
   

 

 

 
Common Stocks—0.0%  
Air Freight & Logistics—0.0%  

CEVA Group plc (g)

    399       49,875  
   

 

 

 
Diversified Consumer Services—0.0%  

Ascent CNR Corp. - Class A (g)

    1,399,556       27,991  
   

 

 

 
Household Durables—0.0%  

Desarrolladora Homex S.A.B. de C.V. (l)

    220,114       11,999  
   

 

 

 
Marine—0.0%            

Tricer Holdco SCA (f) (g) (l)

    23,504       31,729  
   

 

 

 
Media—0.0%  

Cengage Learning, Inc.

    10,995     170,423  

ION Media Networks, Inc. (f) (g)

    785       364,601  
   

 

 

 
      535,024  
   

 

 

 
Metals & Mining—0.0%  

Mirabela Nickel, Ltd. (f) (g) (l)

    7,827,755       56,489  
   

 

 

 
Oil, Gas & Consumable Fuels—0.0%  

Pacific Exploration and Production Corp. (l)

    3,963       161,274  
   

 

 

 

Total Common Stocks
(Cost $4,197,687)

      874,381  
   

 

 

 
Warrant—0.0%  
Sovereign—0.0%  

Venezuela Government Oil-Linked Payment Obligation, Expires 04/15/20 (l)
(Cost $0)

    1,700       3,825  
   

 

 

 
Escrow Shares—0.0%  
Energy Equipment & Services—0.0%  

Hercules Offshore, Inc. (g)

    10,611       11,990  
   

 

 

 
Forest Products & Paper—0.0%  

Sino-Forest Corp. (f) (g)

    1,246,000       0  

Sino-Forest Corp. (f) (g)

    500,000       0  
   

 

 

 

Total Escrow Shares
(Cost $484,642)

      11,990  
   

 

 

 
Short-Term Investments—0.2%  
Repurchase Agreements—0.2%  

Fixed Income Clearing Corp. Repurchase Agreement dated 12/30/16 at 0.030% to be repurchased at $5,543,066 on 01/03/17, collateralized by $4,715,000 U.S. Government Agency Obligations with rates ranging from 3.625% - 8.500%, due 02/15/20 with a value of $5,657,165.

    5,543,048       5,543,048  

Royal Bank of Scotland Group plc Repurchase Agreement dated 12/31/16 at 0.450% to be repurchased at $2,000,100 on 01/03/17, collateralized by $2,016,000 U.S. Treasury Note at 2.125% due 06/30/22 with a value of $2,023,088.

    2,000,000       2,000,000  
   

 

 

 

Total Short-Term Investments
(Cost $7,543,048)

      7,543,048  
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-21


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (m)—13.5%

 

Security Description  

Principal
Amount*

    Value  
Certificates of Deposit—6.6%  

Barclays New York
0.894%, 02/10/17 (n)

    10,000,000      $ 10,003,234   

Chiba Bank, Ltd., New York
0.870%, 01/10/17

    2,000,000        2,000,046   

0.950%, 02/02/17

    2,000,000        2,000,276   

Cooperative Rabobank UA New York
1.278%, 10/13/17 (n)

    4,000,000        4,000,900   

Credit Agricole Corporate and Investment Bank
1.274%, 04/12/17 (n)

    9,000,000        9,007,101   

Credit Industriel et Commercial
1.245%, 04/05/17 (n)

    3,500,000        3,501,890   

Credit Suisse AG New York
1.335%, 04/03/17 (n)

    4,500,000        4,500,985   

1.364%, 04/11/17 (n)

    6,500,000        6,501,417   

DG Bank New York
0.940%, 01/12/17

    5,000,000        5,000,265   

0.950%, 01/03/17

    2,500,000        2,500,018   

DNB NOR Bank ASA
1.130%, 07/28/17 (n)

    7,300,000        7,298,722   

DZ Bank AG New York
1.010%, 02/27/17

    6,300,000        6,301,821   

DZ Bank London
0.990%, 03/01/17

    7,500,000        7,501,575   

ING Bank NV
1.265%, 04/18/17 (n)

    10,000,000        10,018,331   

KBC Bank NV
1.000%, 01/04/17

    2,500,000        2,500,000   

1.050%, 01/17/17

    6,400,000        6,400,768   

KBC Brussells
1.050%, 01/27/17

    13,300,000        13,302,527   

Landesbank Hessen-Thüringen London
Zero Coupon, 01/24/17

    8,979,348        8,996,130   

Mitsubishi UFJ Trust and Banking Corp.
1.364%, 04/11/17 (n)

    8,000,000        8,003,784   

Mizuho Bank, Ltd., New York
1.395%, 04/11/17 (n)

    8,000,000        8,002,408   

1.436%, 04/18/17 (n)

    6,800,000        6,802,135   

National Australia Bank London
1.034%, 05/02/17 (n)

    13,000,000        13,012,272   

Natixis New York
1.262%, 04/07/17 (n)

    3,500,000        3,501,404   

Rabobank London
1.281%, 10/13/17 (n)

    4,000,000        4,009,594   

Royal Bank of Canada New York
1.145%, 04/04/17 (n)

    3,500,000        3,499,101   

1.281%, 10/13/17 (n)

    2,000,000        2,001,550   

Sumitomo Bank New York
1.215%, 05/05/17 (n)

    5,000,000        5,008,329   

Sumitomo Mitsui Banking Corp. London
Zero Coupon, 02/06/17

    2,493,281        2,498,200   

Sumitomo Mitsui Banking Corp. New York
1.352%, 04/07/17 (n)

    3,500,000        3,501,785   

1.395%, 04/12/17 (n)

    5,000,000        5,005,702   

Sumitomo Mitsui Trust Bank, Ltd., New York
1.194%, 06/02/17 (n)

    1,000,000        999,855   

1.351%, 04/26/17 (n)

    14,000,000        14,001,652   

1.364%, 04/10/17 (n)

    6,000,000        6,002,322   
Certificates of Deposit—(Continued)  

Svenska Handelsbanken New York
1.266%, 05/18/17 (n)

    10,000,000      10,001,740   

UBS, Stamford
1.084%, 05/12/17 (n)

    5,700,000        5,699,567   

Wells Fargo Bank San Francisco N.A.
1.231%, 04/26/17 (n)

    7,300,000        7,302,044   

1.264%, 10/26/17 (n)

    7,000,000        7,004,781   
   

 

 

 
      227,194,231   
   

 

 

 
Commercial Paper—3.3%  

ABN AMRO Funding USA
0.910%, 01/11/17

    3,990,900        3,998,756   

Atlantic Asset Securitization LLC
0.990%, 01/12/17

    2,992,575        2,999,028   

1.040%, 02/03/17

    2,990,900        2,997,381   

Barton Capital Corp.
0.660%, 01/12/17

    4,994,225        4,998,755   

Commonwealth Bank Australia
1.236%, 10/23/17 (n)

    7,000,000        7,003,934   

Den Norske ASA
1.206%, 04/27/17 (n)

    7,300,000        7,300,387   

Erste Abwicklungsanstalt
1.014%, 03/10/17 (n)

    6,000,000        6,000,036   

HSBC plc
1.216%, 04/25/17 (n)

    17,400,000        17,399,252   

Kells Funding LLC
1.040%, 01/19/17

    797,180        799,686   

Macquarie Bank, Ltd.
0.930%, 01/19/17

    6,484,552        6,495,989   

0.950%, 01/03/17

    2,993,033        2,999,679   

Ridgefield Funding Co. LLC
1.000%, 01/03/17

    2,493,750        2,499,857   

Sheffield Receivables Co.
1.050%, 01/06/17

    4,986,292        4,999,350   

Starbird Funding Corp.
0.930%, 02/10/17

    17,454,792        17,483,215   

Toronto Dominion Holding Corp.
0.600%, 01/05/17

    6,992,767        6,999,216   

Versailles Commercial Paper LLC
1.000%, 01/31/17

    4,986,667        4,996,240   

1.050%, 01/17/17

    2,990,900        2,998,659   

Westpac Banking Corp.
1.232%, 10/20/17 (n)

    11,600,000        11,620,255   
   

 

 

 
      114,589,675   
   

 

 

 
Repurchase Agreements—3.0%  

Citigroup Global Markets, Ltd.
Repurchase Agreement dated 12/29/16 at 0.710% to be repurchased at $5,000,493 on 01/03/17, collateralized by $5,043,683 U.S. Treasury and Foreign Obligations with rates ranging from 1.750% - 2.750%, maturity dates ranging from 10/15/19 - 11/15/23, with a value of $5,100,001.

    5,000,000        5,000,000   

 

See accompanying notes to financial statements.

 

MSF-22


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (m)—(Continued)

 

Security Description  

Principal
Amount*

    Value  
Repurchase Agreements—(Continued)  

Deutsche Bank AG, London
Repurchase Agreement dated 12/30/16 at 0.950% to be repurchased at $1,700,179 on 01/03/17, collateralized by $1,735,530 Foreign Obligations with rates ranging from 1.750% - 2.500%, maturity dates ranging from 09/05/19 - 11/20/24, with a value of $1,734,010.

    1,700,000     $ 1,700,000  

Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $19,409,263 on 01/03/17, collateralized by various Common Stock with a value of $21,564,167.

    19,400,000       19,400,000  

Deutsche Bank Securities, Inc.
Repurchase Agreement dated 10/18/16 at 1.110% to be repurchased at $17,573,383 on 03/03/17, collateralized by various Common Stock with a value of $19,250,000.

    17,500,000       17,500,000  

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $2,433,892 on 01/03/17, collateralized by $12,524,642 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $2,482,443.

    2,433,767       2,433,767  

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/27/16 at 0.580% to be repurchased at $2,000,226 on 01/03/17, collateralized by $1,978,710 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $2,041,034.

    2,000,000       2,000,000  

Repurchase Agreement dated 12/15/16 at 0.600% to be repurchased at $10,003,667 on 01/06/17, collateralized by $9,893,551 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $10,205,168.

    10,000,000       10,000,000  

Merrill Lynch, Pierce, Fenner & Smith, Inc.
Repurchase Agreement dated 10/26/16 at 1.160% to be repurchased at $9,548,672 on 04/03/17, collateralized by various Common Stock with a value of $10,450,000.

    9,500,000       9,500,000  

Natixis
Repurchase Agreement dated 12/28/16 at 0.750% to be repurchased at $10,001,667 on 01/05/17, collateralized by $16,050,693 U.S. Government Agency and Treasury Obligations with rates ranging from 0.000% - 4.672%, maturity dates ranging from 01/31/17 - 09/16/58, with a value of $10,201,254.

    10,000,000       10,000,000  
Repurchase Agreements—(Continued)  

Natixis
Repurchase Agreement dated 12/27/16 at 0.850% to be repurchased at $10,001,653 on 01/03/17, collateralized by $16,050,693 U.S. Government Agency and Treasury Obligations with rates ranging from 0.000% - 4.672%, maturity dates ranging from 01/31/17 - 09/16/58, with a value of $10,201,254.

    10,000,000     10,000,000  

Pershing LLC
Repurchase Agreement dated 12/30/16 at 0.680% to be repurchased at $15,001,133 on 01/03/17, collateralized by $22,010,467 U.S. Government Agency Obligations with rates ranging from 0.625% - 11.018%, maturity dates ranging from 01/17/17 - 08/20/66, with a value of $15,300,000.

    15,000,000       15,000,000  
   

 

 

 
      102,533,767  
   

 

 

 
Time Deposits—0.6%  

OP Corporate Bank plc
1.010%, 01/04/17

    7,300,000       7,300,000  

1.200%, 01/23/17

    2,000,000       2,000,000  

Shinkin Central Bank
1.200%, 01/27/17

    2,000,000       2,000,000  

1.220%, 01/26/17

    9,600,000       9,600,000  
   

 

 

 
      20,900,000  
   

 

 

 

Total Securities Lending Reinvestments
(Cost $465,095,645)

      465,217,673  
   

 

 

 

Total Investments—113.0%
(Cost $3,887,888,109) (o)

      3,886,051,716  

Other assets and liabilities (net)—(13.0)%

      (445,705,101
   

 

 

 
Net Assets—100.0%     $ 3,440,346,615  
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $449,624,627 and the collateral received consisted of cash in the amount of $464,954,927. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(b) Payment-in-kind security for which part of the income earned may be paid as additional principal.
(c) Variable or floating rate security. The stated rate represents the rate at December 31, 2016. Maturity date shown for callable securities reflects the earliest possible call date.
(d) Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. As of December 31, 2016, the market value of restricted securities was $14,891,985, which is 0.4% of net assets. See details shown in the Restricted Securities table that follows.

 

See accompanying notes to financial statements.

 

MSF-23


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

 

(e) Non-income producing; security is in default and/or issuer is in bankruptcy.
(f) Security was valued in good faith under procedures approved by the Board of Trustees. As of December 31, 2016, these securities represent 0.1% of net assets.
(g) Illiquid security. As of December 31, 2016, these securities represent 0.7% of net assets.
(h) Interest only security.
(i) Floating rate loans (Senior Loans) often require prepayments from excess cash flows or permit the borrowers to repay at their election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, Senior Loans will have an expected average life of approximately two to four years. The stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility and includes commitment fees on unfunded loan commitments, if any. Senior Loans typically have rates of interest which are determined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base rates are primarily the London Interbank Offered Rate (“LIBOR”) and secondarily, the prime rate offered by one or more major United States banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders.
(j) This loan will settle after December 31, 2016, at which time the interest rate will be determined.
(k) Principal amount of security is adjusted for inflation.
(l) Non-income producing security.
(m) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(n) Variable or floating rate security. The stated rate represents the rate at December 31, 2016.
(o) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $3,893,539,282. The aggregate unrealized appreciation and depreciation of investments were $195,165,417 and $(202,652,983), respectively, resulting in net unrealized depreciation of $(7,487,566) for federal income tax purposes.
(144A)— Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of December 31, 2016, the market value of 144A securities was $955,559,457, which is 27.8% of net assets.
(ARM)— Adjustable-Rate Mortgage
(ARS)— Argentine Peso
(AUD)— Australian Dollar
(BRL)— Brazilian Real
(CLO)— Collateralized Loan Obligation
(CMO)— Collateralized Mortgage Obligation
(EMTN)— Euro Medium-Term Note
(GBP)— British Pound
(MXN)— Mexican Peso
(REMIC)— Real Estate Mortgage Investment Conduit
(RUB)— Russian Ruble

 

Restricted Securities

   Acquisition
Date
     Principal
Amount
     Cost      Value  

Alta Wind Holdings LLC, 7.000%, 06/30/35

     07/14/10      $ 1,510,573      $ 1,510,573      $ 1,648,147  

Bayview Commercial Asset Trust, Zero Coupon, 07/25/37

     11/23/10        3,939,234        375,458        0  

Compiler Finance Sub, Inc., 7.000%, 05/01/21

     04/10/15        70,000        56,625        32,200  

Countrywide Home Loan Reperforming Loan REMIC Trust, 5.642%, 03/25/35

     01/08/15        8,407,151        1,224,291        1,184,737  

Midwest Vanadium Pty, Ltd., 11.500%, 02/15/18

     05/05/11 - 05/24/11        952,902        982,680        14,294  

Mirabela Nickel, Ltd., 9.500%, 06/24/19

     06/06/14 - 06/30/14        1,420,687        1,420,687        120,758  

Mirabela Nickel, Ltd., 1.000%, 09/10/44

     09/10/14 - 10/21/16        36,414        32,880        4  

NSG Holdings LLC / NSG Holdings, Inc., 7.750%, 12/15/25

     01/25/13        2,725,307        2,881,959        2,939,925  

Scotia Bank Peru DPR Finance Co., 3.713%, 03/15/17

     02/18/10        52,632        52,632        52,615  

SoFi Professional Loan Program LLC, Zero Coupon, 08/25/36

     08/05/15        500        2,964,375        2,937,500  

Waterfall Commercial Mortgage Trust, 4.104%, 09/14/22

     09/08/15 - 11/18/16      6,101,843        6,086,968        5,961,805  
           

 

 

 
            $ 14,891,985  
           

 

 

 

Forward Foreign Currency Exchange Contracts

 

Contracts to Buy

    

Counterparty

   Settlement
Date
     In Exchange
for
     Unrealized
Appreciation/
(Depreciation)
 
ARS     39,310,000     

Citibank N.A.

     02/15/17      $ 2,389,666      $ 6,638  
ARS     193,304,000     

Citibank N.A.

     02/15/17        11,822,875        (39,227
ARS     295,610,000     

JPMorgan Chase Bank N.A.

     02/15/17        18,727,273        (707,139
BRL     81,220,000     

Citibank N.A.

     01/20/17        23,388,815        1,451,355  
CAD     2,322,047     

Citibank N.A.

     01/20/17        1,712,102        17,725  
CAD     43,700,000     

Citibank N.A.

     01/20/17        32,500,589        54,077  
EUR     68,086     

Citibank N.A.

     01/20/17        74,863        (3,127
EUR     409,001     

Citibank N.A.

     01/20/17        435,302        (4,374
EUR     1,909,001     

Citibank N.A.

     01/20/17        1,988,539        22,807  
EUR     3,080,000     

Citibank N.A.

     01/20/17        3,416,090        (170,965
EUR     5,839     

Citibank N.A.

     02/13/17        6,496        (338

 

See accompanying notes to financial statements.

 

MSF-24


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Forward Foreign Currency Exchange Contracts—(Continued)

 

Contracts to Buy

    

Counterparty

   Settlement
Date
     In Exchange
for
     Unrealized
Appreciation/
(Depreciation)
 
EUR     1,444,001     

Citibank N.A.

     02/13/17      $ 1,552,315      $ (29,288
EUR     3,459,171     

Citibank N.A.

     02/13/17        3,845,284        (196,801
GBP     8,054,475     

Citibank N.A.

     01/20/17        10,037,431        (106,349
GBP     31,760,000     

Citibank N.A.

     01/20/17        39,365,154        (205,414
GBP     46,650,000     

JPMorgan Chase Bank N.A.

     01/20/17        56,818,767        700,184  
IDR     235,349,535,439     

Bank of America N.A.

     01/20/17        17,893,221        (462,480
IDR     234,932,230,000     

Citibank N.A.

     01/20/17        17,811,390        (411,555
INR     1,825,290,000     

Citibank N.A.

     01/20/17        27,005,326        (151,890
INR     2,247,720,000     

Citibank N.A.

     01/20/17        33,294,623        (226,451
JPY     781,120,000     

Citibank N.A.

     01/20/17        6,774,352        (84,368
MXN     168,790,000     

Citibank N.A.

     01/20/17        8,638,930        (515,140
MXN     317,670,000     

Citibank N.A.

     01/20/17        16,287,178        (997,859
RUB     876,110,000     

Barclays Bank plc

     01/20/17        13,525,852        722,149  
RUB     980,400,000     

Barclays Bank plc

     01/20/17        15,325,934        618,114  
RUB     1,303,470,000     

Citibank N.A.

     01/20/17        20,350,820        847,251  

Contracts to Deliver

                           
AUD     14,253,231     

Barclays Bank plc

     01/20/17        10,830,246        548,710  
AUD     710,701     

Citibank N.A.

     01/20/17        528,975        16,313  
BRL     140,227,677     

Citibank N.A.

     01/20/17        42,211,823        (675,143
CAD     22,750,000     

Barclays Bank plc

     01/20/17        17,274,226        326,431  
CAD     71,520,000     

Citibank N.A.

     01/20/17        54,321,779        1,042,381  
CAD     33,405,024     

Citibank N.A.

     01/20/17        25,391,089        505,748  
CAD     550,642     

Citibank N.A.

     01/20/17        408,725        (1,480
CAD     293,001     

Citibank N.A.

     01/20/17        218,497        223  
CAD     239,001     

Citibank N.A.

     01/20/17        176,985        (1,060
CAD     13,003     

Citibank N.A.

     01/20/17        9,650        (36
CNY     59,360,000     

Citibank N.A.

     01/20/17        8,636,581        100,563  
EUR     6,170,000     

Citibank N.A.

     01/20/17        6,592,337        91,550  
EUR     552,494     

Citibank N.A.

     01/20/17        620,130        38,016  
EUR     2,175,000     

Citibank N.A.

     02/13/17        2,424,560        130,527  
EUR     1,041,001     

Citibank N.A.

     02/13/17        1,120,767        22,794  
EUR     898,001     

Citibank N.A.

     02/13/17        942,239        (4,907
EUR     446,001     

Citibank N.A.

     02/13/17        475,678        5,268  
GBP     42,690,000     

Barclays Bank plc

     01/20/17        54,395,811        1,759,498  
GBP     46,650,000     

Citibank N.A.

     01/20/17        58,246,304        727,353  
GBP     3,180,000     

JPMorgan Chase Bank N.A.

     01/20/17        3,966,191        45,285  
GBP     41,000,000     

Bank of America N.A.

     02/13/17        50,634,180        54,029  
GBP     2,656,627     

Citibank N.A.

     02/13/17        3,317,911        40,532  
JPY     6,792,036,734     

Citibank N.A.

     01/20/17        65,907,551        7,736,444  
JPY     910,131,228     

Citibank N.A.

     01/20/17        8,570,450        775,536  
KRW     41,204,220,000     

Barclays Bank plc

     01/20/17        37,266,965        3,151,863  
MXN     256,650,000     

Citibank N.A.

     01/20/17        12,439,415        86,962  
MXN     135,200,000     

Goldman Sachs Capital Markets, Inc.

     01/20/17        7,203,175        696,058  
MXN     485,880,000     

JPMorgan Chase Bank N.A.

     01/20/17        23,483,241        98,048  
NZD     100,000     

Barclays Bank plc

     01/20/17        71,304        1,870  
NZD     5,000,000     

Citibank N.A.

     02/13/17        3,454,400        (14,717
NZD     4,800,000     

Citibank N.A.

     02/13/17        3,492,000        161,648  
NZD     2,000,000     

Citibank N.A.

     02/13/17        1,456,102        68,455  
NZD     1,000,000     

Citibank N.A.

     02/13/17        690,157        (3,666
TWD     1,045,790,000     

Citibank N.A.

     01/20/17        33,465,280        995,280  
TWD     768,990,000     

Citibank N.A.

     01/20/17        24,030,938        155,107  
TWD     512,660,000     

Citibank N.A.

     01/20/17        16,020,625        103,405  
TWD     391,345,000     

Citibank N.A.

     01/20/17        12,248,670        98,074  
             

 

 

 

Net Unrealized Appreciation

 

   $ 19,010,497  
             

 

 

 

 

See accompanying notes to financial statements.

 

MSF-25


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Futures Contracts

 

 

Futures Contracts—Long

   Expiration
Date
     Number of
Contracts
    Notional
Amount
    Unrealized
Appreciation/
(Depreciation)
 

90 Day Eurodollar Futures

     06/19/17         2,120        USD         524,733,653      $ (1,120,153

Australian 10 Year Treasury Bond Futures

     03/15/17         1,418        AUD         180,461,187        489,087   

Euro-BTP Futures

     03/08/17         657        EUR         87,600,544        1,366,473   

U.S. Treasury Long Bond Futures

     03/22/17         64        USD         9,740,208        (98,208

U.S. Treasury Note 10 Year Futures

     03/22/17         309        USD         38,413,661        (10,754

U.S. Treasury Note 5 Year Futures

     03/31/17         2,407        USD         283,731,714        (514,314

Futures Contracts—Short

 

90 Day Eurodollar Futures

     03/13/17         (3,426     USD         (847,663,803     71,403   

90 Day Eurodollar Futures

     06/17/19         (2,120     USD         (523,306,273     4,833,773   

Euro-Bund Futures

     03/08/17         (866     EUR         (140,258,271     (1,995,435

U.S. Treasury Ultra Long Bond Futures

     03/22/17         (608     USD         (98,506,501     1,074,501   
            

 

 

 

Net Unrealized Appreciation

  

  $ 4,096,373   
            

 

 

 

Written Options

 

Foreign Currency Written Options

   Strike
Price
     Counterparty      Expiration
Date
     Notional
Amount
    Premiums
Received
    Market
Value
    Unrealized
Appreciation
 

USD Put/MXN Call

     19.444         JPMorgan Chase Bank N.A.         02/15/17         (15,000,000   $ (162,150   $ (26,865   $ 135,285   
             

 

 

   

 

 

   

 

 

 

 

Options on Exchange-Traded Futures Contracts

   Strike
Price
   Expiration
Date
     Number of
Contracts
    Premiums
Received
    Market
Value
    Unrealized
Appreciation
 

Call - U.S. Treasury Note 5 Year Futures

   $120.000      01/27/17         (1,696   $ (327,629   $ (26,500   $ 301,129   
          

 

 

   

 

 

   

 

 

 

Swap Agreements

OTC Interest Rate Swaps

 

Pay/Receive
Floating Rate

   Floating
Rate Index
   Fixed
Rate
    Maturity
Date
    

Counterparty

   Notional
Amount
     Market
Value
     Upfront
Premium
Paid/(Received)
     Unrealized
Appreciation
 

Pay

   1 Day CDI      14.850     01/04/21       Bank of America N.A.      BRL         190,843,760       $ 5,399,103       $       $ 5,399,103   
                   

 

 

    

 

 

    

 

 

 

Centrally Cleared Interest Rate Swaps

 

Pay/Receive Floating Rate

   Floating
Rate Index
   Fixed
Rate
    Maturity
Date
     Notional
Amount
     Unrealized
Appreciation/
(Depreciation)
 

Pay

   3-Month NZD-BBR-FRA      2.103     08/02/21         NZD         56,400,000       $ (1,487,870

Pay

   3-Month NZD-BBR-FRA      2.105     08/04/21         NZD         55,490,000         (1,463,413

Pay

   3-Month NZD-BBR-FRA      2.105     08/04/21         NZD         55,490,000         (1,463,413

Pay

   3-Month NZD-BBR-FRA      2.128     08/02/21         NZD         56,400,000         (1,445,885

Pay

   3M LIBOR      1.185     06/13/21         USD         56,430,000         (1,759,076

Pay

   3M LIBOR      1.340     12/08/18         USD         913,070,000         (1,709,906

Pay

   3M LIBOR      1.355     12/13/18         USD         851,950,000         (1,384,001

Receive

   3M CDOR      1.085     12/09/18         CAD         1,116,900,000         88,011   

Receive

   3M LIBOR      1.081     08/02/21         USD         38,970,000         1,461,095   

Receive

   3M LIBOR      1.084     08/02/21         USD         38,970,000         1,455,914   

Receive

   3M LIBOR      1.142     08/04/21         USD         38,950,000         1,357,910   

Receive

   3M LIBOR      1.144     08/04/21         USD         38,950,000         1,354,454   

Receive

   3M LIBOR      1.269     02/28/21         USD         416,280,000         10,086,623   

Receive

   3M LIBOR      1.580     06/13/26         USD         56,280,000         3,634,573   

Receive

   3M LIBOR      1.674     11/30/22         USD         99,324,000         2,229,774   

Receive

   6M LIBOR      0.664     12/06/18         GBP         713,670,000         (978,386
                

 

 

 

Net Unrealized Appreciation

  

   $ 9,976,404   
                

 

 

 

 

See accompanying notes to financial statements.

 

MSF-26


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Centrally Cleared Credit Default Swaps on Credit Indices—Buy Protection (a)

 

 

Reference Obligation

   Fixed Deal
(Pay) Rate
     Maturity
Date
    

Implied Credit
Spread at
December 31,
2016(b)

   Notional
Amount(c)
     Unrealized
Depreciation
 

CDX.NA.HY.27

     (5.000%)         12/20/21       0.000%      USD         56,705,000       $ (1,682,770)   
                 

 

 

 

 

Centrally Cleared Credit Default Swaps on Credit Indices—Sell Protection (d)   

Reference Obligation

   Fixed Deal
Receive Rate
     Maturity
Date
    

Implied Credit
Spread at
December 31,
2016(b)

   Notional
Amount(c)
     Unrealized
Appreciation
 

CDX.NA.IG.27

     1.000%         12/20/21       0.000%      USD         80,160,000       $ 242,461   
                 

 

 

 

 

(a) If the Portfolio is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Portfolio will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.
(b) Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on corporate issues or indices as of period end serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced entity or obligation.
(c) The maximum potential amount of future undiscounted payments that the Portfolio could be required to make under a credit default swap contract would be the notional amount of the contract. These potential amounts would be partially offset by any recovery values of the referenced debt obligation or net amounts received from the settlement of purchased protection credit default swap contracts entered into by the Portfolio for the same referenced debt obligation.
(d) If the Portfolio is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Portfolio will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

Securities in the amount of $5,280,437 have been received at the custodian bank as collateral for OTC swap contracts.

 

(ARS)— Argentine Peso
(AUD)— Australian Dollar
(BRL)— Brazilian Real
(CAD)— Canadian Dollar
(CNY)— Chinese Yuan
(EUR)— Euro
(GBP)— British Pound
(IDR)— Indonesian Rupiah
(INR)— Indian Rupee
(JPY)— Japanese Yen
(KRW)— South Korean Won
(MXN)— Mexican Peso
(NZD)— New Zealand Dollar
(RUB)— Russian Ruble
(TWD)— Taiwanese Dollar
(USD)— United States Dollar
(BBR)— Bank Bill Rate
(CDI)— Brazil Interbank Deposit Rate
(CDOR)— Canadian Dollar Offered Rate
(CDX.NA.HY)— Markit North America High Yield CDS Index
(CDX.NA.IG)— Markit North America Investment Grade CDS Index
(LIBOR)— London Interbank Offered Rate

 

See accompanying notes to financial statements.

 

MSF-27


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1      Level 2      Level 3      Total  
Corporate Bonds & Notes            

Advertising

   $ —         $ 120,035       $ —         $ 120,035   

Aerospace/Defense

     —           32,674,499         —           32,674,499   

Agriculture

     —           23,408,907         —           23,408,907   

Airlines

     —           2,882,942         —           2,882,942   

Apparel

     —           14,658,686         —           14,658,686   

Auto Manufacturers

     —           22,006,731         —           22,006,731   

Auto Parts & Equipment

     —           32,174,612         —           32,174,612   

Banks

     —           338,261,113         —           338,261,113   

Beverages

     —           35,554,797         —           35,554,797   

Biotechnology

     —           8,334,432         —           8,334,432   

Building Materials

     —           3,808,475         —           3,808,475   

Chemicals

     —           13,411,191         —           13,411,191   

Coal

     —           7,750         —           7,750   

Commercial Services

     —           25,583,778         —           25,583,778   

Computers

     —           13,480,293         —           13,480,293   

Diversified Financial Services

     —           77,124,341         —           77,124,341   

Electric

     —           42,859,742         —           42,859,742   

Electronics

     —           2,206,867         —           2,206,867   

Energy-Alternate Sources

     —           1,648,147         —           1,648,147   

Engineering & Construction

     —           10,369,953         —           10,369,953   

Entertainment

     —           4,422,591         —           4,422,591   

Environmental Control

     —           1,359,849         —           1,359,849   

Food

     —           20,155,631         —           20,155,631   

Healthcare-Products

     —           34,718,397         —           34,718,397   

Healthcare-Services

     —           57,346,749         —           57,346,749   

Holding Companies-Diversified

     —           3,507,847         —           3,507,847   

Home Builders

     —           29,420,395         —           29,420,395   

Household Products/Wares

     —           4,087,933         —           4,087,933   

Housewares

     —           14,073,339         —           14,073,339   

Insurance

     —           20,873,083         —           20,873,083   

Internet

     —           15,862,496         —           15,862,496   

Iron/Steel

     —           11,910,150         —           11,910,150   

Leisure Time

     —           32,709,369         —           32,709,369   

Lodging

     —           13,144,901         —           13,144,901   

Media

     —           112,141,890         —           112,141,890   

Metal Fabricate/Hardware

     —           347,743         —           347,743   

 

See accompanying notes to financial statements.

 

MSF-28


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Fair Value Hierarchy—(Continued)

 

 

Description    Level 1      Level 2      Level 3      Total  

Mining

   $ —         $ 108,647,288       $ 4       $ 108,647,292   

Miscellaneous Manufacturing

     —           15,897,652         —           15,897,652   

Oil & Gas

     —           207,144,151         —           207,144,151   

Oil & Gas Services

     —           14,858,465         —           14,858,465   

Packaging & Containers

     —           24,025,921         —           24,025,921   

Pharmaceuticals

     —           22,105,557         —           22,105,557   

Pipelines

     —           95,708,071         —           95,708,071   

Real Estate

     —           3,453,833         —           3,453,833   

Real Estate Investment Trusts

     —           18,112,773         —           18,112,773   

Retail

     —           57,215,405         —           57,215,405   

Savings & Loans

     —           3,263,940         —           3,263,940   

Semiconductors

     —           9,311,474         —           9,311,474   

Software

     —           12,010,374         —           12,010,374   

Telecommunications

     —           139,349,036         —           139,349,036   

Transportation

     —           24,463,205         —           24,463,205   

Trucking & Leasing

     —           3,524,564         —           3,524,564   

Water

     —           3,420,557         —           3,420,557   

Total Corporate Bonds & Notes

     —           1,839,171,920         4         1,839,171,924   

Total Mortgage-Backed Securities*

     —           518,096,041         —           518,096,041   

Total Foreign Government*

     —           457,879,218         —           457,879,218   
Floating Rate Loans            

Airlines

     —           3,105,602         —           3,105,602   

Commercial Services

     —           16,763,016         —           16,763,016   

Distributors

     —           8,205,572         —           8,205,572   

Diversified Financial Services

     —           922,990         —           922,990   

Electric

     —           6,289,359         —           6,289,359   

Entertainment

     —           16,425,692         —           16,425,692   

Equity Real Estate Investment Trusts

     —           8,376,776         —           8,376,776   

Food

     —           4,642,224         —           4,642,224   

Healthcare-Services

     —           11,927,960         —           11,927,960   

Hotels, Restaurants & Leisure

     —           3,394,322         —           3,394,322   

Insurance

     —           15,287,450         —           15,287,450   

Internet

     —           1,683,861         —           1,683,861   

Lodging

     —           14,846,193         —           14,846,193   

Machinery

     —           4,094,183         —           4,094,183   

Media

     —           11,235,063         —           11,235,063   

Oil & Gas

     —           —           3,234,265         3,234,265   

Packaging & Containers

     —           17,632,048         —           17,632,048   

Pharmaceuticals

     —           1,987,889         —           1,987,889   

Professional Services

     —           4,017,861         —           4,017,861   

Retail

     —           29,064,638         —           29,064,638   

Software

     —           2,655,329         —           2,655,329   

Telecommunications

     —           20,357,778         —           20,357,778   

Textiles, Apparel & Luxury Goods

     —           3,768,750         —           3,768,750   

Transportation

     —           3,362,915         —           3,362,915   

Total Floating Rate Loans

     —           210,047,471         3,234,265         213,281,736   

Total U.S. Treasury & Government Agencies*

     —           204,684,635         —           204,684,635   

Total Investment Company Security

     79,994,918         —           —           79,994,918   

Total Asset-Backed Securities*

     —           71,820,751         —           71,820,751   

Total Convertible Preferred Stocks*

     13,144,095         —           —           13,144,095   

Total Municipals

     —           8,790,985         —           8,790,985   
Preferred Stocks            

Air Freight & Logistics

     —           194,337         —           194,337   

Banks

     3,071,192         —           —           3,071,192   

Marine

     —           —           140,983         140,983   

Total Preferred Stocks

     3,071,192         194,337         140,983         3,406,512   

Total Convertible Bonds*

     —           2,129,984         —           2,129,984   

 

See accompanying notes to financial statements.

 

MSF-29


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Schedule of Investments as of December 31, 2016

Fair Value Hierarchy—(Continued)

 

Description    Level 1     Level 2     Level 3      Total  
Common Stocks          

Air Freight & Logistics

   $ —       $ 49,875     $ —        $ 49,875  

Diversified Consumer Services

     —         —         27,991        27,991  

Household Durables

     11,999       —         —          11,999  

Marine

     —         —         31,729        31,729  

Media

     —         170,423       364,601        535,024  

Metals & Mining

     —         —         56,489        56,489  

Oil, Gas & Consumable Fuels

     161,274       —         —          161,274  

Total Common Stocks

     173,273       220,298       480,810        874,381  

Total Warrant*

     —         3,825       —          3,825  
Escrow Shares          

Energy Equipment & Services

     —         11,990       —          11,990  

Forest Products & Paper

     —         —         0        0  

Total Escrow Shares

     —         11,990       0        11,990  

Total Short-Term Investments*

     —         7,543,048       —          7,543,048  

Total Securities Lending Reinvestments*

     —         465,217,673       —          465,217,673  

Total Investments

   $ 96,383,478     $ 3,785,812,176     $ 3,856,062      $ 3,886,051,716  
                                   

Collateral for Securities Loaned (Liability)

   $ —       $ (464,954,927   $ —        $ (464,954,927
Forward Contracts          

Forward Foreign Currency Exchange Contracts (Unrealized Appreciation)

   $ —       $ 24,024,271     $ —        $ 24,024,271  

Forward Foreign Currency Exchange Contracts (Unrealized Depreciation)

     —         (5,013,774     —          (5,013,774

Total Forward Contracts

   $ —       $ 19,010,497     $ —        $ 19,010,497  
Futures Contracts          

Futures Contracts (Unrealized Appreciation)

   $ 7,835,237     $ —       $ —        $ 7,835,237  

Futures Contracts (Unrealized Depreciation)

     (3,738,864     —         —          (3,738,864

Total Futures Contracts

   $ 4,096,373     $ —       $ —        $ 4,096,373  
Written Options          

Foreign Currency Written Options at Value

   $ —       $ (26,865   $ —        $ (26,865

Options on Exchange-Traded Futures Contracts at Value

     (26,500     —         —          (26,500

Total Written Options

   $ (26,500   $ (26,865   $ —        $ (53,365

Centrally Cleared Swap Contracts

         

Centrally Cleared Swap Contracts (Unrealized Appreciation)

   $ —       $ 21,910,815     $ —        $ 21,910,815  

Centrally Cleared Swap Contracts (Unrealized Depreciation)

     —         (13,374,720     —          (13,374,720

Total Centrally Cleared Swap Contracts

   $ —       $ 8,536,095     $ —        $ 8,536,095  
OTC Swap Contracts          

OTC Swap Contracts at Value (Assets)

   $ —       $ 5,399,103     $ —        $ 5,399,103  

 

* See Schedule of Investments for additional detailed categorizations.

Level 3 investments at the beginning and/or end of the period in relation to net assets were not significant and accordingly, a reconciliation of Level 3 assets for the year ended December 31, 2016 is not presented.

Transfers from Level 2 to Level 3 in the amount of $4,110,150 were due to a decline in market activity for significant observable inputs which resulted in a lack of available market inputs to determine price.

 

See accompanying notes to financial statements.

 

MSF-30


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

 

Investments at value (a) (b)

   $ 3,886,051,716  

Cash denominated in foreign currencies (c)

     4,951,200  

Cash collateral (d)

     22,307,233  

OTC swap contracts at market value

     5,399,103  

Unrealized appreciation on forward foreign currency exchange contracts

     24,024,271  

Receivable for:

 

Investments sold

     2,055,878  

Fund shares sold

     793,462  

Principal paydowns

     336,523  

Dividends and interest

     36,188,786  

Variation margin on futures contracts

     2,231,770  

Prepaid expenses

     11,240  

Other assets

     52,258  
  

 

 

 

Total Assets

     3,984,403,440  

Liabilities

 

Due to custodian

     685,995  

Written options at value (e)

     53,365  

Unrealized depreciation on forward foreign currency exchange contracts

     5,013,774  

Collateral for securities loaned

     464,954,927  

Payables for:

 

Investments purchased

     68,544,097  

Fund shares redeemed

     1,079,115  

Variation margin on centrally cleared swap contracts

     1,191,848  

Accrued Expenses:

 

Management fees

     1,468,948  

Distribution and service fees

     228,412  

Deferred trustees’ fees

     262,586  

Other expenses

     573,758  
  

 

 

 

Total Liabilities

     544,056,825  
  

 

 

 

Net Assets

   $ 3,440,346,615  
  

 

 

 

Net Assets Consist of:

 

Paid in surplus

   $ 3,452,265,530  

Undistributed net investment income

     116,577,457  

Accumulated net realized loss

     (163,698,284

Unrealized appreciation on investments, written options, futures contracts, swap contracts and foreign currency transactions

     35,201,912  
  

 

 

 

Net Assets

   $ 3,440,346,615  
  

 

 

 

Net Assets

 

Class A

   $ 2,239,189,993  

Class B

     911,729,358  

Class E

     289,427,264  

Capital Shares Outstanding*

 

Class A

     167,151,229  

Class B

     68,581,146  

Class E

     21,710,470  

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 13.40  

Class B

     13.29  

Class E

     13.33  

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $3,887,888,109.
(b) Includes securities loaned at value of $449,624,627.
(c) Identified cost of cash denominated in foreign currencies was $5,046,028.
(d) Includes collateral of $9,647,293 for futures contracts, and $12,659,940 for centrally cleared swap contracts.
(e) Premiums received on written options were $489,779.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

 

Dividends

   $ 2,374,735  

Interest

     142,300,343  

Securities lending income

     1,355,921  

Other income (a)

     446,560  
  

 

 

 

Total investment income

     146,477,559  

Expenses

 

Management fees

     15,812,476  

Administration fees

     90,824  

Custodian and accounting fees

     317,233  

Distribution and service fees—Class B

     1,708,812  

Distribution and service fees—Class E

     328,544  

Audit and tax services

     120,709  

Legal

     32,988  

Trustees’ fees and expenses

     46,357  

Shareholder reporting

     236,046  

Insurance

     16,670  

Miscellaneous

     29,640  
  

 

 

 

Total expenses

     18,740,299  

Less management fee waiver

     (1,547,588
  

 

 

 

Net expenses

     17,192,711  
  

 

 

 

Net Investment Income

     129,284,848  
  

 

 

 

Net Realized and Unrealized Gain (Loss)

 

Net realized gain (loss) on:  

Investments

     (17,978,424

Futures contracts

     (6,353,204

Written options

     6,815,361  

Swap contracts

     10,072,195  

Foreign currency transactions

     (5,260,718
  

 

 

 

Net realized loss

     (12,704,790
  

 

 

 
Net change in unrealized appreciation on:  

Investments

     57,537,016  

Futures contracts

     2,497,689  

Written options

     436,414  

Swap contracts

     14,064,020  

Foreign currency transactions

     16,814,893  
  

 

 

 

Net change in unrealized appreciation

     91,350,032  
  

 

 

 

Net realized and unrealized gain

     78,645,242  
  

 

 

 

Net Increase in Net Assets From Operations

   $ 207,930,090  
  

 

 

 

 

(a) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-31


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

 

From Operations

 

Net investment income

   $ 129,284,848     $ 59,796,475  

Net realized loss

     (12,704,790     (35,780,466

Net change in unrealized appreciation (depreciation)

     91,350,032       (49,293,413
  

 

 

   

 

 

 

Increase (decrease) in net assets from operations

     207,930,090       (25,277,404
  

 

 

   

 

 

 

From Distributions to Shareholders

 

Net investment income

 

Class A

     (35,720,494     (57,669,980

Class B

     (14,043,055     (10,166,780

Class E

     (4,707,996     (2,750,972
  

 

 

   

 

 

 

Total distributions

     (54,471,545     (70,587,732
  

 

 

   

 

 

 

Increase in net assets from capital share transactions

     1,976,278,443       143,712,626  
  

 

 

   

 

 

 

Total increase in net assets

     2,129,736,988       47,847,490  

Net Assets

 

Beginning of period

     1,310,609,627       1,262,762,137  
  

 

 

   

 

 

 

End of period

   $ 3,440,346,615     $ 1,310,609,627  
  

 

 

   

 

 

 

Undistributed net investment income

 

End of period

   $ 116,577,457     $ 51,020,127  
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

 

Sales

     2,045,719     $ 26,862,922       12,538,685     $ 170,643,437  

Shares issued through acquisition (a)

     103,655,018       1,346,478,441       0       0  

Reinvestments

     2,771,179       35,720,494       4,491,432       57,669,980  

Redemptions

     (26,690,502     (348,288,878     (4,818,291     (62,520,412
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase

     81,781,414     $ 1,060,772,979       12,211,826     $ 165,793,005  
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

 

Sales

     3,388,344     $ 44,497,609       791,911     $ 10,370,451  

Shares issued through acquisition (a)

     59,736,085       771,192,945       0       0  

Reinvestments

     1,096,257       14,043,055       795,523       10,166,780  

Redemptions

     (10,876,641     (141,918,411     (2,876,914     (37,568,769
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     53,344,045     $ 687,815,198       (1,289,480   $ (17,031,538
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

 

Sales

     2,108,691     $ 27,371,470       180,111     $ 2,345,501  

Shares issued through acquisition (a)

     18,973,217       245,512,995       0       0  

Reinvestments

     366,666       4,707,996       214,920       2,750,972  

Redemptions

     (3,805,759     (49,902,195     (774,805     (10,145,314
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease)

     17,642,815     $ 227,690,266       (379,774   $ (5,048,841
  

 

 

   

 

 

   

 

 

   

 

 

 

Increase derived from capital shares transactions

     $ 1,976,278,443       $ 143,712,626  
    

 

 

     

 

 

 

 

(a) See Note 9 of the Notes to Financial Statements.

 

See accompanying notes to financial statements.

 

MSF-32


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Financial Highlights

 

Selected per share data  
     Class A  
     Year Ended December 31,  
     2016     2015     2014     2013     2012  

Net Asset Value, Beginning of Period

   $ 12.53      $ 13.43      $ 13.45      $ 13.98      $ 13.01   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.62  (b)      0.59        0.64        0.63        0.50   

Net realized and unrealized gain (loss) on investments

     0.45        (0.80     0.09        (0.47     0.96   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.07        (0.21     0.73        0.16        1.46   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.20     (0.69     (0.75     (0.69     (0.49
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (0.20     (0.69     (0.75     (0.69     (0.49
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 13.40      $ 12.53      $ 13.43      $ 13.45      $ 13.98   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (%) (c)

     8.55        (1.72     5.47        1.09        11.50   

Ratios/Supplemental Data

          

Gross ratio of expenses to average net assets (%)

     0.60        0.63        0.65        0.66        0.65   

Net ratio of expenses to average net assets (%) (d)

     0.54        0.59        0.61        0.62        0.61   

Ratio of net investment income to average net assets (%)

     4.74  (b)      4.51        4.77        4.65        3.70   

Portfolio turnover rate (%)

     86        99  (e)      98  (e)      132  (e)      228  (e) 

Net assets, end of period (in millions)

   $ 2,239.2      $ 1,070.0      $ 982.6      $ 682.7      $ 708.5   
     Class B  
     Year Ended December 31,  
     2016     2015     2014     2013     2012  

Net Asset Value, Beginning of Period

   $ 12.46      $ 13.35      $ 13.37      $ 13.90      $ 12.93   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.58  (b)      0.56        0.61        0.59        0.46   

Net realized and unrealized gain (loss) on investments

     0.45        (0.80     0.08        (0.46     0.97   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.03        (0.24     0.69        0.13        1.43   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.20     (0.65     (0.71     (0.66     (0.46
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (0.20     (0.65     (0.71     (0.66     (0.46
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 13.29      $ 12.46      $ 13.35      $ 13.37      $ 13.90   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (%) (c)

     8.30        (2.00     5.29        0.83        11.29   

Ratios/Supplemental Data

          

Gross ratio of expenses to average net assets (%)

     0.85        0.88        0.90        0.91        0.90   

Net ratio of expenses to average net assets (%) (d)

     0.79        0.84        0.86        0.87        0.86   

Ratio of net investment income to average net assets (%)

     4.43  (b)      4.25        4.53        4.39        3.45   

Portfolio turnover rate (%)

     86        99  (e)      98  (e)      132  (e)      228  (e) 

Net assets, end of period (in millions)

   $ 911.7      $ 189.9      $ 220.7      $ 238.4      $ 268.0   

Please see following page for Financial Highlights footnote legend.

 

See accompanying notes to financial statements.

 

MSF-33


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Financial Highlights

 

Selected per share data  
     Class E  
     Year Ended December 31,  
     2016      2015     2014     2013     2012  

Net Asset Value, Beginning of Period

   $ 12.48       $ 13.38      $ 13.39      $ 13.93      $ 12.96   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Investment Operations

  

Net investment income (a)

     0.59  (b)       0.57        0.62        0.61        0.48   

Net realized and unrealized gain (loss) on investments

     0.46         (0.81     0.09        (0.48     0.96   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.05         (0.24     0.71        0.13        1.44   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions

  

Distributions from net investment income

     (0.20      (0.66     (0.72     (0.67     (0.47
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (0.20      (0.66     (0.72     (0.67     (0.47
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 13.33       $ 12.48      $ 13.38      $ 13.39      $ 13.93   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (%) (c)

     8.47         (1.90     5.40        0.94        11.30   

Ratios/Supplemental Data

           

Gross ratio of expenses to average net assets (%)

     0.75         0.78        0.80        0.81        0.80   

Net ratio of expenses to average net assets (%) (d)

     0.69         0.74        0.76        0.77        0.76   

Ratio of net investment income to average net assets (%)

     4.52  (b)       4.35        4.63        4.49        3.55   

Portfolio turnover rate (%)

     86         99  (e)      98  (e)      132  (e)      228  (e) 

Net assets, end of period (in millions)

   $ 289.4       $ 50.8      $ 59.5      $ 66.2      $ 74.0   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Net investment income per share and the ratio of net investment income to average net assets include a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees which amounted to less than $0.01 per share and 0.02% of average net assets, respectively.
(c) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(d) Includes the effects of management fee waivers (see Note 6 of the Notes to Financial Statements).
(e) Includes mortgage dollar roll and TBA transactions; excluding these transactions the portfolio turnover rate would have been 71%, 57%, 62% and 84% for the years ended December 31, 2015, 2014, 2013 and 2012, respectively.

 

See accompanying notes to financial statements.

 

MSF-34


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is Western Asset Management Strategic Bond Opportunities Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers three classes of shares: Class A, B and E shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820- Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Mortgage and asset-backed securities are generally valued on the basis of evaluated or composite bid quotations obtained from pricing services selected by the Adviser pursuant to authorization of and subject to general oversight by the Board. These securities are usually issued as separate tranches, or classes, of securities within each deal. The pricing models for these securities usually consider tranche-level attributes, current market data, estimated cash flows and market-based yield spreads for each tranche and incorporate deal collateral performance, as available. Mortgage and asset-backed securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

 

MSF-35


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Foreign currency forward contracts are valued through an independent pricing service by interpolating between forward and spot currency rates in the London foreign exchange markets as of a designated hour on a valuation day. These contracts are generally categorized as Level 2 within the fair value hierarchy.

Options, whether on securities, indices, futures contracts, or otherwise, traded on exchanges are valued at the last sale price available as of the close of business on a valuation day or, if there is no such price available, at the last reported bid price. These types of options are categorized as Level 1 within the fair value hierarchy. Futures contracts that are traded on commodity exchanges are valued at their settlement prices established by the exchanges on which they are traded as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

Options, including swaptions, and futures contracts that are traded OTC are generally valued on the basis of interdealer bid and asked prices or prices provided by pricing service providers who use a series of techniques, including simulation pricing models, to determine the value of the contracts. The pricing models use inputs that are observed from actively quoted markets such as issuer details, indices, spreads, interest rates, yield curves, credit curves, measures of volatility and exchange rates. These contracts are generally categorized as Level 2 within the fair value hierarchy.

Swap contracts (other than centrally cleared swaps) are marked-to-market daily based on quotations and prices supplied by market makers, broker-dealers and other pricing services. Such quotations and prices are derived utilizing observable data, including the underlying reference securities or indices, credit spread quotations and expected default recovery rates determined by the pricing service. These contracts are generally categorized as Level 2 within the fair value hierarchy.

Centrally cleared swaps listed or traded on a multilateral or trade facility platform, such as a registered exchange, are valued at the daily settlement price determined by the respective exchange or a pricing service when the exchange price is not available. For centrally cleared credit default swaps, the clearing facility requires its members to provide actionable price levels across complete term structures. These levels along with external third party prices are used to produce daily settlement prices. These securities are categorized as Level 2 within the fair value hierarchy. Centrally cleared interest rate swaps are valued using a pricing model that references the underlying rates, including the overnight index swap rate and London Interbank Offered Rate (“LIBOR”) forward rate to produce the daily settlement price. These securities are categorized as Level 2 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from

 

MSF-36


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Due to Custodian - Pursuant to the custodian agreement, State Street Bank and Trust Company (SSBT) may, in its discretion, advance funds to the Portfolio to make properly authorized payments. When such payments result in an overdraft, the Portfolio is obligated to repay SSBT at the current rate of interest charged by SSBT for secured loans (currently, the Federal Funds rate plus 2%). This obligation is payable on demand to SSBT. SSBT has a lien on a Portfolio’s assets to the extent of any overdraft. At December 31, 2016, the Portfolio had a payment due to SSBT pursuant to the foregoing arrangement of $685,995. Based on the short-term nature of these payments and the variable interest rate, the carrying value of the overdraft advances approximated its fair value at December 31, 2016. If measured at fair value, overdraft advances would have been considered as Level 2 in the fair value hierarchy at December 31, 2016. The Portfolio’s average overdraft advances during the year ended December 31, 2016 were not significant

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to amortization of debt securities, paydown reclasses, merger adjustments, swap transactions, defaulted bonds and foreign currency transactions. These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Mortgage Dollar Rolls - The Portfolio may enter into mortgage “dollar rolls” in which a Portfolio sells to-be-announced (“TBA”) mortgage-backed securities for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type, coupon, and maturity) securities on a specified future date. For the duration of the transaction, or roll period, the Portfolio foregoes principal (including prepayments of principal) and interest paid on the securities sold. Dollar rolls are accounted for as purchase and sale transactions; gain or loss is recognized at the commencement of the term of the dollar roll and each time the mortgage-backed security is rolled.

Mortgage dollar roll transactions involve the risk that the market value of the securities that the Portfolio is required to reacquire may be less than the agreed-upon repurchase price of those securities and that the investment performance of securities purchased with proceeds from these transactions does not exceed the income, capital appreciation and gain or loss that would have been realized on the securities transferred or sold, as applicable, as part of the treasury or mortgage dollar roll.

 

MSF-37


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Mortgage-Related and Other Asset-Backed Securities - The Portfolio may invest in mortgage-related or other asset-backed securities. These securities may include mortgage pass-through securities, collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities, CMO residuals, stripped mortgage-backed securities (“SMBS”), and other securities that directly or indirectly represent a participation in, or are secured by or payable from, mortgage loans on real property or other receivables. The value of some mortgage- or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Portfolio to a lower rate of return upon reinvestment of principal. The value of these securities may fluctuate in response to the market’s perception of the creditworthiness of the issuers. Additionally, although mortgages and mortgage-related securities are generally supported by some form of government or private guarantee and/or insurance, there is no assurance that private guarantors or insurers will meet their obligations.

In one type of SMBS, one class receives all of the interest from the mortgage assets (the interest-only or “IO” class), while the other class will receive all of the principal (the principal-only or “PO” class). Because principal will not be received at the maturity of an IO, adjustments are made to the book value of the security until maturity. These adjustments are netted against payments received for the IOs and the net amount is included in interest income on the Statement of Operations of the Portfolio. Payments received for POs are treated as reductions to the cost and par value of the securities. Details of mortgage-related and other asset-backed securities held by the Portfolio are included in the Portfolio’s Schedule of Investments.

The Portfolio may invest a significant portion of its assets in securities of issuers that hold mortgage and asset-backed securities and direct investments in securities backed by commercial and residential mortgage loans and other financial assets. The value and related income of these securities are sensitive to changes in economic conditions, including delinquencies and/or defaults, and may be negatively impacted by increased volatility of market prices and periods of illiquidity.

TBA Purchase & Forward Sale Commitments - The Portfolio may enter into TBA commitments to purchase or sell securities for a fixed price at a future date. TBA commitments are considered securities in themselves, and involve a risk of loss if the value of the security to be purchased or sold declines or increases prior to settlement date, which is in addition to the risk of decline in the value of the Portfolio’s other assets. TBA forward sale commitments are valued at the current market value of the underlying securities, according to the procedures described under “Investment Valuation and Fair Value Measurements”.

When-Issued and Delayed-Delivery Securities - The Portfolio may purchase securities on a when-issued or delayed-delivery basis. Settlement of such transactions normally occurs within a month or more after the purchase commitment is made. The Portfolio may purchase securities under such conditions only with the intention of actually acquiring them, but may enter into a separate agreement to sell the securities before the settlement date. Since the value of securities purchased may fluctuate prior to settlement, the Portfolio may be required to pay more at settlement than the security is worth. In addition, the purchaser is not entitled to any of the interest earned prior to settlement.

Upon making a commitment to purchase a security on a when-issued or delayed-delivery basis, the Portfolio will hold liquid assets in a segregated account with the Portfolio’s custodian, or set aside liquid assets in the Portfolio’s records, worth at least the equivalent of the amount due. The liquid assets will be monitored on a daily basis and adjusted as necessary to maintain the necessary value.

High Yield Debt Securities - The Portfolio may invest in high yield debt securities, or “junk bonds,” which are securities that are rated below “investment grade” or, if not rated, are of equivalent quality. A portfolio with high yield debt securities generally will be exposed to greater market risk and credit risk than a portfolio that invests only in investment grade debt securities because issuers of high yield debt securities are generally less secure financially, are more likely to default on their obligations, and their securities are more sensitive to interest rate changes and downturns in the economy. In addition, the secondary market for lower-rated debt securities may not be as liquid as that for more highly rated debt securities. As a result, the Portfolio’s Subadviser may find it more difficult to value lower-rated debt securities or sell them and may have to sell them at prices significantly lower than the values assigned to them by the Portfolio.

Floating Rate Loans - The Portfolio may invest in loans arranged through private negotiation between one or more financial institutions. The Portfolio’s investment in any such loan may be in the form of a participation in or an assignment of the loan. In connection with purchasing participations, the Portfolio generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower. The Portfolio may not benefit directly from any collateral supporting the loan in which it has purchased the participation or assignment. The purchase of assignments will typically result in the Portfolio having a direct contractual relationship with the borrower, and the Portfolio may enforce compliance by the borrower with the terms of the loan agreement.

The Portfolio may invest in multiple series or tranches of a loan, which may have varying terms and carry different associated risks. When the Portfolio purchases assignments it acquires direct rights against the borrower of the loan. These loans may include participations in bridge loans, which are loans taken out by borrowers for a short period (typically less than one year) pending arrangement of more permanent financing.

 

MSF-38


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

The Portfolio will assume the credit risk of both the borrower and the lender that is selling the participation. In the event of the insolvency of the lender selling the participation, the Portfolio may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio had direct investments in repurchase agreements with a gross value of $7,543,048. Additionally, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $102,533,767. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

 

MSF-39


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

The following table provides a breakdown of transactions accounted for as secured borrowings, the gross obligations by the type of collateral pledged, and the remaining contractual maturities of those transactions, which are accounted for as secured borrowings.

 

      Remaining Contractual Maturity of the Agreements
As of December 31, 2016
 
      Overnight and
Continuous
    Up to
30 Days
     31 - 90
Days
     Greater than
90 days
     Total  
Securities Lending Transactions              

Convertible Bonds

   $ (2,058,876   $      $      $      $ (2,058,876

Corporate Bonds & Notes

     (367,305,256                          (367,305,256

Foreign Government

     (60,300,465                          (60,300,465

Investment Company Securities

     (4,416,881                          (4,416,881

U.S. Treasury & Government Agencies

     (30,873,449                          (30,873,449

Total

   $ (464,954,927   $      $      $      $ (464,954,927

Total Borrowings

   $ (464,954,927   $      $      $      $ (464,954,927

Gross amount of recognized liabilities for securities lending transactions

 

   $ (464,954,927
             

 

 

 

3. Investments in Derivative Instruments

Forward Foreign Currency Exchange Contracts - The Portfolio may enter into forward foreign currency exchange contracts to obtain investment exposure, enhance return or hedge or protect its portfolio holdings against the risk of future movements in certain foreign currency exchange rates. When entering into these contracts, the Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed-upon future date. These contracts are valued daily and the Portfolio’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward foreign exchange rates at the valuation date, is included in the Statement of Assets and Liabilities. When a contract is closed, the Portfolio recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

Realized and unrealized gains and losses on forward foreign currency exchange contracts are included in the Statement of Operations. These contracts involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. The use of forward foreign currency exchange contracts does not eliminate fluctuations in the underlying prices of the securities of the Portfolio, but it does establish a rate of exchange that can be achieved in the future. Although forward foreign currency exchange contracts may limit the risk of loss due to a decline in the value of the currency holdings, they also limit any potential gain that might result should the value of the currency increase. In addition, the Portfolio could be exposed to losses if the counterparties to the contracts are unable to meet the terms of the contracts. The Portfolio may also experience losses even when such contracts are used for hedging purposes. The Portfolio’s maximum potential loss from such contracts is the aggregate face value in U.S. dollars at the time the contract was opened.

Futures Contracts - The Portfolio may buy and sell futures contracts as a hedge, to maintain investment exposure to a target asset class or to enhance return. The Portfolio may be subject to fluctuations in equity prices, interest rates, commodity prices, and foreign currency exchange rates in the normal course of pursuing its investment objective. Futures contracts are standardized agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other asset. The Portfolio must deposit an amount (“initial margin”) equal to a certain percentage of the face value of the futures contract. The initial margin may be in the form of cash or securities, which is returned when the Portfolio’s obligations under the contract have been satisfied. If cash is deposited as the initial margin, it is shown as cash collateral on the Statement of Assets and Liabilities. Futures contracts are marked-to-market daily, and subsequent payments (“variation margin”) are made or received by the Portfolio depending on whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities and as a component of net change in unrealized appreciation/depreciation on the Statement of Operations. When the contract is closed or expires, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Risks of entering into futures contracts (and related options) include the possibility that the market for these instruments may be illiquid and that a change in the value of the contract or option may not correlate perfectly with changes in the value of the underlying instrument. If futures contracts are exchange-traded, the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures contracts against default. For OTC futures, the Portfolio’s ability to terminate the positions may be more limited than in the case of exchange-traded positions and may also involve the risk that securities dealers participating in such transactions would fail to meet their obligations to the Portfolio.

Options Contracts - An option contract purchased by the Portfolio gives the Portfolio the right, but not the obligation, to buy (call) or sell (put) an underlying instrument at a fixed exercise price during a specified period. Call options written by the Portfolio give the holder the right to buy the underlying instrument from the Portfolio at a fixed exercise price; put options written by the Portfolio give the holder the right to sell the underlying instrument to the Portfolio at a fixed exercise price.

 

MSF-40


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

The Portfolio may use options to hedge against changes in values of securities the Portfolio owns or expects to purchase, to maintain investment exposure to a target asset class or to enhance return. Writing puts or buying calls tends to increase the Portfolio’s exposure to the underlying instrument and writing calls or buying puts tends to decrease the Portfolio’s exposure to the underlying instrument, and can be used to hedge other Portfolio investments. For options used to hedge the Portfolio’s investments, the potential risk to the Portfolio is that the change in value of options contracts may not correspond perfectly to the change in value of the hedged instruments. The Portfolio also bears the risk of an unfavorable change in the value of the underlying instrument or the risk that the Portfolio may not be able to enter into a closing transaction due to an illiquid market. The Portfolio’s maximum risk of loss from counterparty credit risk, as opposed to investment and other types of risk, in respect of purchased options is typically the premium initially paid for the option plus any unrealized gains.

The main risk associated with purchasing an option is that the option expires without being exercised. In this case, the option is worthless when it expires and the premium paid for the option is considered a realized loss. The risk associated with writing a call option is that the Portfolio may forgo the opportunity for a profit if the market value of the underlying instrument increases and the option is exercised, requiring the Portfolio to sell the underlying instrument at a price below its market value. When the Portfolio writes a call option on a security it does not own, its exposure on such an option is theoretically unlimited. The risk in writing a put option is that the Portfolio may incur a loss if the market value of the underlying instrument decreases and the option is exercised, requiring the Portfolio to purchase the underlying instrument at a price above its market value. In addition, the Portfolio risks not being able to enter into a closing transaction for the written option as the result of an illiquid market for the option.

Purchases of put and call options are recorded as investments, the value of which are marked-to-market daily. When the Portfolio enters into a closing sale transaction, the Portfolio will realize a gain or loss depending on whether the sales proceeds from the closing sale transaction are greater or less than the premium initially paid for the option. When the Portfolio exercises a put option, it will realize a gain or loss from the sale of the underlying instrument and the proceeds from such sale will be decreased by the premium originally paid for the put option. When the Portfolio exercises a call option, the cost of the security which the Portfolio purchases upon exercise will be increased by the premium originally paid for the call option.

The premium received by the Portfolio for a written option is recorded as an asset and an equivalent liability. The liability is subsequently marked to market to reflect the current value of the option written. When a written option expires without being exercised or the Portfolio enters into a closing purchase transaction, the Portfolio realizes a gain (or loss if the cost of the closing purchase transaction exceeds the premium received when the option was sold) without regard to any unrealized gain or loss on the underlying instrument and the liability related to such option is eliminated. When a written call option is exercised, the Portfolio realizes a gain or loss, as adjusted for the premium received, from the sale of the underlying instrument. When a written put option is exercised, the premium received by the Portfolio is offset against the amount paid for the purchase of the underlying instrument.

Options on Exchange-Traded Futures Contract (“Futures Option”) is an option contract in which the underlying instrument is a single futures contract.

The purpose of inflation-capped options is to protect the buyer from inflation, above a specified rate, eroding the value of investments in inflation-linked products with a given notional exposure. Inflation-capped options are used to give downside protection to investments in inflation-linked products by establishing a floor on the value of such products.

Options on swaps (“swaptions”) are similar to options on securities except that instead of selling or purchasing the right to buy or sell a security, the writer or purchaser of the swaptions is granting or buying the right to enter into a previously agreed upon interest rate or credit default swap agreement (interest rate risk and/or credit risk) at any time before the expiration of the option.

Swap Agreements - The Portfolio may enter into swap agreements in which the Portfolio and a counterparty agree to either make periodic net payments on a specified notional amount or net payment upon termination. Swap agreements are either privately negotiated in the OTC market (“OTC swaps”) or executed in a multilateral or other trade facility platform, such as a registered commodities exchange (“centrally-cleared swaps”). The Portfolio may enter into swap agreements for the purposes of managing exposure to interest rate, credit or market risk, or for other purposes. In connection with these agreements, securities or cash may be paid or received, as applicable, by the Portfolio as collateral or margin in accordance with the terms of the respective swap agreements to provide assets of value and recourse in the event of default or bankruptcy/insolvency. Securities posted by the Portfolio as collateral for swap contracts are identified in the Schedule of Investments and restricted cash, if any, is reflected on the Statement of Assets and Liabilities.

Centrally Cleared Swaps: Clearinghouses currently offer clearing derivative transactions which include interest rate and credit derivatives. In a cleared derivative transaction, a Portfolio typically enters into the transaction with a financial institution counterparty, and performance of the transaction is effectively guaranteed by a central clearinghouse, thereby reducing or eliminating the Portfolio’s exposure to the credit risk of the original counterparty. The Portfolio typically will be required to post specified levels of margin with the clearinghouse or at the instruction of the clearinghouse; the margin required by a clearinghouse may be greater than the margin the Portfolio would be required to post in an uncleared derivative transaction.

 

MSF-41


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Swap agreements are marked-to-market daily. The fair value of an OTC swap is reflected on the Statement of Assets and Liabilities. The changes in value, if any, are reflected as a component of net change in unrealized appreciation/depreciation on the Statement of Operations. Daily changes in valuation of centrally cleared swaps, if any, are recorded as a receivable or payable for variation margin on the Statement of Assets and Liabilities and as a component of unrealized appreciation/depreciation on the Statement of Operations. Upfront payments paid or received upon entering into the swap agreement compensate for differences between the stated terms of the swap agreement and prevailing market conditions (such as credit spreads, currency exchange rates, interest rates, and other relevant factors). Upon termination or maturity of the swap, upfront premiums are recorded as realized gains or losses on the Statement of Operations. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss on the Statement of Operations. Net periodic payments received or paid by the Portfolio are included as part of realized gains or losses on the Statement of Operations.

Swap transactions involve, to varying degrees, elements of interest rate, credit, and market risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform, or that there may be unfavorable changes in market conditions or interest rates. In addition, entering into swap agreements involves documentation risk resulting from the possibility that the parties to a swap agreement may disagree as to the meaning of contractual terms in the agreement. The Portfolio may enter into swap transactions with counterparties in accordance with guidelines established by the Board. These guidelines provide for a minimum credit rating for each counterparty and various credit enhancement techniques (for example, collateralization of amounts due from counterparties) to limit exposure to counterparties that have lower credit ratings. A Portfolio’s maximum risk of loss from counterparty credit risk is the discounted value of the net cash flows to be received from the counterparty over the contract’s remaining life, to the extent that amount is positive, or the fair value of the contract. The risk may be mitigated by having a master netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to cover the Portfolio’s exposure to the counterparty. Counterparty risk related to centrally-cleared swaps is mitigated due to the protection against defaults provided by the exchange on which these contracts trade.

Credit Default Swaps: The Portfolio is subject to credit risk in the normal course of pursuing its investment objectives. The Portfolio may enter into credit default swaps to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults of corporate and/or sovereign issuers, or to create exposure to corporate and/or sovereign issuers to which they are not otherwise exposed. Credit default swaps involve one party making a stream of payments (referred to as the buyer of protection) to another party (the seller of protection) in exchange for the right to receive a specified return if a credit event occurs for the referenced entity, obligation or index. A credit event is defined under the terms of each swap agreement and may include, but is not limited to, underlying entity default, bankruptcy, write-down, principal shortfall or interest shortfall. As the seller of protection, if an underlying credit event occurs, the Portfolio will either pay the buyer an amount equal to the notional amount of the swap and take delivery of the referenced obligation (or underlying securities comprising the referenced index), or pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation (or underlying securities comprising the referenced index). In return, the Portfolio would receive from the counterparty an upfront or periodic stream of payments throughout the life of the credit default swap agreement provided that no credit event has occurred. As the seller of protection, the Portfolio will effectively add leverage to its portfolio because, in addition to its total net assets, the Portfolio would be subject to investment exposure on the notional amount of the credit default swap.

The Portfolio may also purchase credit default swap contracts in order to hedge against the risk of default of debt securities held in its portfolio. This would involve the risk that the investment may be worthless when it expires and would only generate income in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial instability). It would also involve credit risk, whereby the seller may fail to satisfy its payment obligations to the Portfolio in the event of a default. As the buyer of protection, if an underlying credit event occurs, the Portfolio will either receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation (or underlying securities comprising the referenced index), or receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation (or underlying securities comprising the referenced index). If no credit event occurs and the Portfolio is a buyer of protection, the Portfolio will typically recover nothing under the credit default swap agreement, but it will have had to pay the required upfront payment or stream of continuing payments under the credit default swap agreement. Recovery values are at times established through the credit event auction process in which market participants are ensured that a transparent price has been set for the defaulted obligation.

Credit default swap agreements on credit indices involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising the credit index. A credit index is a basket of credit instruments or exposures designed to be representative of some part of the credit market as a whole. An index credit default swap references all the names in the index, and if there is a credit event involving an entity in the index, the credit event is settled based on that entity’s weight in the index. A Portfolio may use credit default swaps on credit indices as a hedge for credit default swaps or bonds held in the portfolio, which is less

 

MSF-42


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

expensive than it would be to buy many individual credit default swaps to achieve similar effect. Credit default swaps on indices are benchmarks for protecting investors owning bonds against default, and may be used to speculate on changes in credit quality.

Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on a credit index or corporate or sovereign issuer, serve as some indication of the status of the payment/performance risk and the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity or index also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the agreement. Wider credit spreads generally represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the particular swap agreement. When no implied credit spread is available for a credit default swap, the current unrealized appreciation/depreciation on the position may be used as an indicator of the current status of the payment/performance risk.

The maximum potential amount of future payments (undiscounted) that the Portfolio as a seller of protection could be required to make under a credit default swap agreement would be an amount equal to the notional amount of the agreement. Notional amounts of all credit default swap agreements outstanding as of December 31, 2016, for which the Portfolio is the seller of protection, are disclosed in the Schedule of Investments. These potential amounts would be partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreement or net amounts received from the settlement of buy protection credit default swap agreements entered into by the Portfolio for the same referenced entity or entities.

Currency Swaps: The Portfolio may enter into currency swap agreements to gain or mitigate exposure to currency risk. A currency swap is an agreement to exchange cash flows on a notional amount of two or more currencies based on the relative value differential among them. Such swaps may involve initial and final exchanges that correspond to the agreed upon notional amount. Currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency. Therefore, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. If there is a default by the counterparty, the Portfolio may have contractual remedies pursuant to the agreements related to the transaction.

Interest Rate Swaps: The Portfolio may enter into interest rate swaps to manage its exposure to interest rates or to protect against currency fluctuations, to adjust the interest rate sensitivity (duration), to preserve a return or spread on a particular investment, or otherwise as a substitute for a direct investment in debt securities. The Portfolio is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Portfolio holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Portfolio may enter into interest rate swap agreements. Interest rate swaps are agreements in which one party pays a stream of interest payments, either fixed or floating rate, for another party’s stream of interest payments, either fixed or floating, on the same notional amount for a specified period of time. Other forms of interest rate swap agreements may include: (1) interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap”; (2) interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or “floor”; and (3) interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels. The Portfolio’s maximum risk of loss from counterparty credit risk, as opposed to investment and other types of risk, in respect of interest rate swaps is typically the discounted net value of the cash flows to be received from the counterparty over the contract’s remaining life, to the extent that amount is positive.

The following table summarizes the fair value of derivatives held by the Portfolio at December 31, 2016 by category of risk exposure:

 

    

Asset Derivatives

    

Liability Derivatives

 

Risk Exposure

  

Statement of Assets &
Liabilities Location

   Fair Value     

Statement of Assets &
Liabilities Location

   Fair Value  

Interest Rate

   OTC swap contracts at market value    $ 5,399,103        
   Unrealized appreciation on centrally cleared swap contracts (a)(b)      21,668,354      Unrealized depreciation on centrally cleared swap contracts (a)(b)      11,691,950  
   Unrealized appreciation on futures contracts (a)(c)      7,835,237      Unrealized depreciation on futures contracts (a)(c)      3,738,864  
         Written options at value      26,500  
Credit    Unrealized appreciation on centrally cleared swap contracts (a)(b)      242,461      Unrealized depreciation on centrally cleared swap contracts (a)(b)      1,682,770  

Foreign Exchange

   Unrealized appreciation on forward foreign currency exchange contracts    $ 24,024,271      Unrealized depreciation on forward foreign currency exchange contracts    $ 5,013,774  
         Written options at value      26,865  
     

 

 

       

 

 

 
Total       $ 59,169,426         $ 22,180,723  
     

 

 

       

 

 

 

 

MSF-43


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

 

  (a) Financial instrument not subject to a master netting agreement.
  (b) Represents the unrealized appreciation/depreciation of centrally cleared swaps as reported in the Schedule of Investments. Only the variation margin is reported within the Statement of Assets and Liabilities.
  (c) Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments. Only the current day’s variation margin is reported within the Statement of Assets and Liabilities.

The Portfolio is required to disclose the impact of offsetting assets and liabilities represented in the Statement of Assets and Liabilities to enable users of the financial statements to evaluate the effect or potential effect of netting arrangements on its financial position for recognized assets and liabilities.

The following table presents the Portfolio’s derivative assets by counterparty net of amounts available for offset under a master netting agreement (“MNA”)(see Note 4), or similar agreement, and net of the related collateral received by the Portfolio as of December 31, 2016.

 

Counterparty

   Derivative Assets
subject to an MNA
by Counterparty
     Financial
Instruments
available for offset
    Collateral
Received†
    Net
Amount*
 

Bank of America N.A.

   $ 5,453,132      $ (462,480   $ (4,990,652   $  

Barclays Bank plc

     7,128,635                    7,128,635  

Citibank N.A.

     15,302,032        (3,844,155           11,457,877  

Goldman Sachs Capital Markets, Inc.

     696,058                    696,058  

JPMorgan Chase Bank N.A.

     843,517        (734,004           109,513  
  

 

 

    

 

 

   

 

 

   

 

 

 
   $ 29,423,374      $ (5,040,639   $ (4,990,652   $ 19,392,083  
  

 

 

    

 

 

   

 

 

   

 

 

 

The following table presents the Portfolio’s derivative liabilities by counterparty net of amounts available for offset under an MNA, or similar agreement, and net of the related collateral pledged by the Portfolio as of December 31, 2016.

 

Counterparty

   Derivative Liabilities
subject to an MNA
by Counterparty
     Financial
Instruments
available for offset
    Collateral
Pledged†
     Net
Amount**
 

Bank of America N.A.

   $ 462,480      $ (462,480   $      $  

Citibank N.A.

     3,844,155        (3,844,155             

JPMorgan Chase Bank N.A.

     734,004        (734,004             
  

 

 

    

 

 

   

 

 

    

 

 

 
   $ 5,040,639      $ (5,040,639   $      $  
  

 

 

    

 

 

   

 

 

    

 

 

 

 

  * Net amount represents the net amount receivable from the counterparty in the event of default.
  ** Net amount represents the net amount payable due to the counterparty in the event of default.
  In some instances, the actual collateral received and/or pledged may be more than the amount shown here due to overcollateralization.

The following tables summarize the effect of derivative instruments on the Statement of Operations, classified by derivative type and category of risk exposure, for the year ended December 31, 2016:

 

Statement of Operations Location-Net Realized Gain (Loss)

   Interest
Rate
    Credit     Foreign
Exchange
    Total  

Investments (a)

   $ (1,728,910   $ (9,109,389   $ (1,128,144   $ (11,966,443

Forward foreign currency transactions

                 (4,289,739     (4,289,739

Futures contracts

     (6,353,204                 (6,353,204

Swap contracts

     6,592,547       1,798,192       1,681,456       10,072,195  

Written options

     1,104,870       3,757,882       1,952,609       6,815,361  
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ (384,697   $ (3,553,315   $ (1,783,818   $ (5,721,830
  

 

 

   

 

 

   

 

 

   

 

 

 

Statement of Operations Location-Net Change in Unrealized Appreciation
(Depreciation)

   Interest
Rate
    Credit     Foreign
Exchange
    Total  

Investments (a)

   $ (2,525   $ 169,748     $     $ 167,223  

Forward foreign currency transactions

                 17,136,416       17,136,416  

Futures contracts

     2,497,689                   2,497,689  

Swap contracts

     17,171,294       (1,440,309     (1,666,965     14,064,020  

Written options

     301,129             135,285       436,414  
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ 19,967,587     $ (1,270,561   $ 15,604,736     $ 34,301,762  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

MSF-44


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

For the year ended December 31, 2016, the average notional par or face amount outstanding for each derivative type was as follows:

 

Derivative Description

   Average
Notional Par or
Face Amount‡
 

Investments (a)

   $ 868,554,182  

Forward foreign currency transactions

     946,131,566  

Futures contracts long

     853,748,503  

Futures contracts short

     (847,980,996

Swap contracts

     1,858,642,657  

Written options

     (468,924,167

 

  Averages are based on activity levels during the year.
  (a) Represents purchased options which are part of net realized gain (loss) on investments and net change in unrealized appreciation (depreciation) on investments as shown in the Statement of Operations.

Written Options

The Portfolio transactions in written options during the year ended December 31, 2016:

 

Call Options

   Notional
Amount*
     Number of
Contracts
     Premium
Received
 

Options outstanding December 31, 2015

                 $  

Options written

     1,057,780,000        9,862        7,583,334  

Options bought back

     (121,370,000      (6,314      (5,720,276

Options exercised

            (751      (374,778

Options expired

     (936,410,000      (1,101      (1,160,651
  

 

 

    

 

 

    

 

 

 

Options outstanding December 31, 2016

            1,696      $ 327,629  
  

 

 

    

 

 

    

 

 

 

Put Options

   Notional
Amount*
     Number of
Contracts
     Premium
Received
 

Options outstanding December 31, 2015

                 $  

Options written

     1,630,320,000        7,675        7,708,767  

Options bought back

     (32,400,000      (6,485      (4,296,395

Options expired

     (1,582,920,000      (1,190      (3,250,222
  

 

 

    

 

 

    

 

 

 

Options outstanding December 31, 2016

     15,000,000             $ 162,150  
  

 

 

    

 

 

    

 

 

 

 

  * Amount shown is in the currency in which the transaction was denominated.

4. Certain Risks

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels. Collateral requirements may differ by type of derivative or investment, as applicable. Collateral or margin requirements are set by the

 

MSF-45


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

broker or exchange clearing house for exchange-traded derivatives (e.g., futures contracts and exchange-traded options), while collateral terms are contract specific for OTC traded derivatives (e.g., forward foreign currency exchange contracts, swap agreements and OTC options).

For derivatives traded under an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar master agreement, the collateral requirements are netted across all transactions traded under such agreement and one amount is posted from one party to the other to collateralize such obligations. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a certain deterioration in the credit quality of the other party. The ISDA Master Agreement gives the Portfolio the right, upon an event of default by the applicable counterparty or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the Portfolio’s credit risk to such counterparty equal to any amounts payable by the Portfolio under the applicable transactions, if any. However, absent an event of default by the counterparty or a termination of the agreement, the ISDA Master Agreement does not result in an offset of reported amounts of assets and liabilities in the Statement of Assets and Liabilities across transactions between the Portfolio and the applicable counterparty. The enforceability of the right to offset may vary by jurisdiction. Cash collateral that has been pledged to cover obligations of the Portfolio under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral, if any, for the same purpose are noted in the Schedule of Investments.

Foreign Investment Risk: The investments by the Portfolio in foreign securities may involve risks not present in domestic investments. Because securities may be denominated in foreign currencies, may require settlement in foreign currencies and may pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Portfolio. Foreign investments may also subject the Portfolio to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which could affect the market and/or credit risk of the investments. In addition to the risks described above, risks may arise from forward foreign currency contracts with respect to the potential inability of counterparties to meet the terms of their contracts.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Master Securities Forward Transaction Agreements (“MSFTA”) govern the considerations and factors surrounding the settlement of certain forward settling transactions, such as TBA securities and delayed-delivery or secured borrowings transactions by and between the Portfolio and select counterparties. The MSFTA maintain provisions for, among other things, initiation and confirmation, payment and transfer, events of default, termination, and maintenance of collateral.

Customer Account Agreements and related addenda govern cleared derivatives transactions such as futures, options on futures, and cleared OTC derivatives. Cleared derivative transactions require posting of initial margin as determined by each relevant clearing agency, which is segregated at a broker account registered with the Commodities Futures Trading Commission (“CFTC”), or the applicable regulator. In the U.S., counterparty risk is significantly reduced as creditors of the futures broker do not have claim to Portfolio assets in the segregated account. Additionally, portability of exposure in the event of default further reduces risk to the Portfolio. Variation margin, or changes in market value, are exchanged daily, but may not be netted between futures and cleared OTC derivatives.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

5. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, including mortgage dollar roll and TBA transactions but excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$615,823,691    $ 2,250,598,635       $ 1,130,340,804       $ 1,217,501,294   

With respect to the Portfolio’s merger with Lord Abbett Bond Debenture Portfolio and Pioneer Strategic Income Portfolio (see Note 9) on April 29, 2016, the Portfolio acquired long-term securities with a cost of $1,569,020,310 that are not included in the above purchases values.

 

MSF-46


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

6. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$15,812,476      0.650   Of the first $500 million
     0.550   On amounts in excess of $500 million

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. Western Asset Management Company is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Management Fee Waiver - Pursuant to a management fee waiver agreement, MetLife Advisers has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum

   Average Daily Net Assets
0.055%    On the first $500 million
0.025%    On the next $500 million
0.050%    On the next $1 billion
0.075%    On amounts in excess of $2 billion

Prior to May 1, 2016 the Adviser had agreed, for the period May 1, 2015 to April 30, 2016, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum

   Average Daily Net Assets
0.055%    On the first $500 million
0.025%    On the next $500 million
0.050%    On amounts in excess of $1 billion

Amounts waived for the six months ended June 30, 2016 are shown as a management fee waiver in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B and E Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E Shares. Under the Distribution and Service Plan, the Class B and E Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E Shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares and 0.15% per year for Class E Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

 

MSF-47


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

7. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

8. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital
Gain
     Total  

2016

   2015      2016      2015      2016      2015  
$54,471,545    $ 70,587,732      $      $      $ 54,471,545      $ 70,587,732  

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Appreciation
     Loss Carryforwards     Other Accumulated
Capital Losses
    Total  
$134,884,662    $      $ 7,788,051      $ (16,715,740   $ (137,613,302   $ (11,656,329

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had post-enactment accumulated short-term capital losses of $37,458,557 and post-enactment long-term accumulated capital losses of $100,154,745. The pre-enactment accumulated capital loss carryforwards and expiration dates were as follows:

 

Expiring
12/31/17

   Expiring
12/31/18
     Total  
$14,261,627    $ 2,454,113      $ 16,715,740  

On April 29, 2016, the Portfolio acquired $56,698,739 and $37,535,371 in capital loss carryforwards from Met Investors Series Trust Lord Abbett Bond Debenture Portfolio and Met Investors Series Trust Pioneer Strategic Income Portfolio, respectively. These capital loss carryforwards may be subject to loss limitations.

9. Acquisition

At the close of business on April 29, 2016, the Portfolio, with aggregate Class A, Class B and Class E net assets of $1,071,049,128, $185,485,101 and $50,610,322, respectively, acquired all the assets and liabilities of both Lord Abbett Bond Debenture Portfolio of the Met Investors Series Trust (“Lord Abbett Bond Debenture”) and Pioneer Strategic Income Portfolio of the Met Investors Series Trust (“Pioneer Strategic Income”).

The acquisitions were accomplished by a tax-free exchange of shares of the Portfolio in the following amounts:

 

Portfolio

   Share Class      Shares Prior to
Acquisition
     Net Assets
Prior to
Acquisition
     Shares Issued By
Portfolio
 

Lord Abbett Bond Debenture

     Class A        47,174,589      $ 529,283,625        40,745,486  

Lord Abbett Bond Debenture

     Class B        60,173,990        667,991,393        51,742,162  

Lord Abbett Bond Debenture

     Class E        1,491,864        16,610,085        1,283,657  

Pioneer Strategic Income

     Class A        81,835,600        817,194,816        62,909,532  

Pioneer Strategic Income

     Class B        10,555,527        103,201,552        7,993,923  

Pioneer Strategic Income

     Class E        23,060,053        228,902,910        17,689,560  

Each shareholder of Lord Abbett Bond Debenture and Pioneer Strategic Income received shares of the Portfolio with the same class designation and at the respective Class NAV, as determined at the close of business on April 29, 2016. The transaction was part of a restructuring designed to eliminate the offering of overlapping Portfolios in the MetLife, Inc. families of funds with similar investment

 

MSF-48


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

objectives and similar investment strategies that serve as funding vehicles for insurance contracts that are offered by affiliates of MetLife. Some of the investments held by the Lord Abbett Bond Debenture and Pioneer Strategic Income Portfolios may have been purchased or sold prior to the acquisition for the purpose of complying with the anticipated investment policies or limitations of the Portfolio after the acquisition. If such purchases or sales occurred, the transaction costs were borne by Lord Abbett Bond Debenture and Pioneer Strategic Income Portfolios. All other costs associated with the merger were not borne by the shareholders of the Portfolios.

Lord Abbett Bond Debenture’s net assets on April 29, 2016 were $529,283,625, $667,991,393 and $16,610,085 for Class A, B and E shares, respectively, including investments valued at $1,206,164,787 with a cost basis of $1,199,106,024. Pioneer Strategic Income’s net assets on April 29, 2016 were $817,194,816, $103,201,552 and $228,902,910 for Class A, B and E shares, respectively, including investments valued at $1,087,157,353 with a cost basis of $1,082,699,355. For financial reporting purposes, assets received, liabilities assumed, and shares issued by the Portfolio were recorded at fair value; however, the cost basis of the investments received by the Portfolio from Lord Abbett Bond Debenture and Pioneer Strategic Income Portfolios were carried forward to align ongoing reporting of the Portfolio’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. The aggregate net assets of the Portfolio immediately after the acquisition were $3,670,328,932, which included $7,058,763 and $4,457,998 of acquired unrealized appreciation on investments and foreign currency transactions from Lord Abbett Bond Debenture and Pioneer Strategic Income, respectively.

Assuming the acquisition had been completed on January 1, 2016, the Portfolio’s pro-forma results of operations for the year ended December 31, 2016 are as follows:

 

Net Investment income

   $ 164,398,365 (a) 

Net realized and unrealized loss on investments

     (225,778,495 )(b) 
  

 

 

 

Net decrease in net assets from operations

   $ (61,380,130
  

 

 

 

Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of Lord Abbett Bond Debenture and Pioneer Strategic Income that have been included in the Portfolio’s Statement of Operations since April 29, 2016.

 

(a) $129,284,848 net investment income as reported at December 31, 2016 plus $18,673,577 from Lord Abbett Bond Debenture pre-merger net investment income, plus $15,900,758 from Pioneer Strategic Income pre-merger net investment income, plus $371,150 in lower net advisory fees, plus $168,032 of pro-forma eliminated other expenses.
(b) $31,420,078 unrealized appreciation as reported at December 31, 2016 minus $169,506,997 pro-forma December 31, 2015 unrealized depreciation, plus $12,704,790 net realized loss as reported at December 31, 2016 plus $40,633,835 and $34,352,951 in net realized losses from Lord Abbett Bond Debenture and Pioneer Strategic Income pre-merger, respectively.

10. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-49


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Western Asset Management Strategic Bond Opportunities Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Western Asset Management Strategic Bond Opportunities Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian, brokers, and agent banks; when replies were not received from brokers or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Western Asset Management Strategic Bond Opportunities Portfolio of the Metropolitan Series Fund, as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-50


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-51


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and
MSF) to
present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-52


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST) to
present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF) to
present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF) to
present
   Vice President, MetLife, Inc. (2013- present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST) to
present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-53


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-54


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee

 

MSF-55


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

* * *

Western Asset Management Strategic Bond Opportunities Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and Western Asset Management Company regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio outperformed the median of its Performance Universe for the one-, three-, and five-year periods ended June 30, 2016. The Board also noted that the Portfolio outperformed its Lipper Index for the three- and five-year periods ended June 30, 2016, and underperformed its Lipper Index for the one-year period ended June 30, 2016. The Board further considered that the Portfolio outperformed its benchmark, the Barclays U.S. Aggregate Bond Index, and its blended benchmark for the one-, three-, and five-year periods ended October 31, 2016.

The Board also considered that the Portfolio’s actual management fees were below the Expense Group median and Expense Universe median, and were equal to the Sub-advised Expense Universe median. The Board further considered that the Portfolio’s total expenses (exclusive of 12b-1 fees) were below Expense Group median, Expense Universe median, and Sub-advised Expense Universe median. The Board further noted that the Portfolio’s contractual management fees were above the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also noted that the Portfolio’s contractual sub-advisory fees were below the averages of the Sub-advised Expense Group and the Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-56


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-57


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-58


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-59


Metropolitan Series Fund

Western Asset Management Strategic Bond Opportunities Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-60


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Managed by Western Asset Management Company

Portfolio Manager Commentary*

 

PERFORMANCE

For the 12 months ended December 31, 2016, the Class A, B, and E shares of the Western Asset Management U.S. Government Portfolio returned 1.28%, 1.02%, and 1.20%, respectively. The Portfolio’s benchmark, the Bloomberg Barclays U.S. Intermediate Government Bond Index1, returned 1.05%.

MARKET ENVIRONMENT / CONDITIONS

The broad U.S. fixed income market posted a modest gain in 2016 even as Treasury yields moved higher, especially towards the end of the year. Economic growth in the U.S. continued at a subdued pace as it has in recent years. Coming into 2016, markets had just experienced the first U.S. Federal Reserve (the “Fed”) rate hike since the financial crisis and expected four more hikes over the coming year. Risk markets began the year as they had for much of the last half of 2015, dominated by concerns of possible slowing global growth, weak commodity prices and a strengthening U.S. dollar.

Both short- and longer-term Treasury yields increased in 2016. The yield on the two-year Treasury began at 1.06% and ended the year 14 basis points (“bps”) higher at 1.20%. After beginning the year at 2.27%, the yield on the 10-year Treasury fell to 1.49% at the end of June but ultimately ended the year higher at 2.45%. Rates surged higher after the surprise election of Donald Trump as markets expected the policies of his administration to boost growth and inflation which in turn will lead to a faster pace of Fed rate increases. All told, the broad market bond index, as measured by the Bloomberg Barclays U.S. Aggregate Bond Index, returned 2.65% during the year.

Economic growth over the year remained positive but was generally muted. The most recent Gross Domestic Product (“GDP”) release, for the third quarter’s real annualized growth, registered an impressive 3.5% which followed a 1.4% expansion in the second quarter of 2016 and a smaller 0.8% pickup in the first quarter of the year. While the third quarter’s print was a large surprise to the upside, much of the gain appears due to a quirk related to unusually large soybean exports which were in turn due to poor crops in other parts of the world.

The job market pushed well into full-employment territory in 2016. The unemployment rate began the year at 5.0% and inched down to 4.6% by year-end. The workforce participation rate, however, ended the year where it began at 62.7%. Wage gains were unimpressive for most of the year but improved towards the end of the year as the labor force tightened.

The Fed moved away from emergency policy rates for the first time in nearly a decade in late 2015 as it raised the federal funds rate to a range between 0.25% and 0.50%. A year later at its December 2016 meeting the Fed initiated its next increase as employment looked reasonably healthy, inflation measures appeared to be moving closer to targets and the recent 3.5% GDP print, despite its quirks, pointed to improving growth. Markets had expected a few more Fed increases earlier in the year, but the Fed held off as economic data failed to cooperate in the early part of the year, then international concerns such as bank worries and then Brexit, the U.K. referendum on leaving the European Union, complicated matters, and later the Fed did not want to impact markets in the fall as the U.S. election approached.

PORTFOLIO REVIEW / PERIOD END POSITIONING

The Portfolio outperformed its benchmark during the period. The Portfolio’s allocation to high quality Agency issues outperformed during the year and was the largest contributor to performance. Treasury Inflation-Protected Securities (“TIPS”) exposure was also a significant contributor as inflation expectations picked up over the year, especially in November and December. Over the year, 5-year break-evens, a measure of inflation expectations, increased by 55 bps. Emerging markets (“EM”) recovered from a rough 2015 and first six weeks of 2016 to generally deliver positive results; the Portfolio’s EM exposure contributed over the year. A tactical overweight duration position was the largest detractor as yields surged upon the surprise election of Donald Trump and the expectations of increased fiscal stimulus. However, our curve positioning, with an emphasis on longer-dated yields, was a modest positive as the curve ended the year flatter, with longer maturity yields decreasing (prices increasing) more than intermediate and short term yields. The other main detractor from performance was in Commercial Mortgage-Backed Securities (“MBS”) as spreads widened in the bonds we held. Our high quality Asset-Backed Securities holdings only had a small, albeit positive, impact on the Portfolio’s performance.

At period end, we expected central banks to remain highly accommodative albeit less so than in recent years. We expect to maintain a tactical duration policy in response, and an overweight to longer-dated Treasuries which may continue to provide some protection if

 

MSF-1


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Managed by Western Asset Management Company

Portfolio Manager Commentary*—(Continued)

 

volatility increases. At year end, we found Agency MBS to be less compelling due to valuations and the uncertainty over when the Fed will end its MBS reinvestment program. We therefore continued to maintain a significant underweight relative to the benchmark and also maintained a small allocation to TIPS in case inflation expectations increase.

Fredrick Marki

S. Kenneth Leech

Mark S. Lindbloom

Portfolio Managers

Western Asset Management Company

 

* This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are subject to change at any time based upon economic, market, or other conditions and the subadvisory firm undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Portfolio’s trading intent. Information about the Portfolio’s holdings, asset allocation or country diversification is historical and is not an indication of future Portfolio composition, which may vary. Direct investment in any index is not possible. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Portfolio may pay. If these additional fees were reflected, performance would have been lower.

 

MSF-2


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

 

A $10,000 INVESTMENT COMPARED TO THE BLOOMBERG BARCLAYS U.S. INTERMEDIATE GOVERNMENT BOND INDEX

 

LOGO

AVERAGE ANNUAL RETURNS (%) (FOR THE YEAR ENDED DECEMBER 31, 2016)

 

        1 Year        5 Year        10 Year  
Western Asset Management U.S. Government Portfolio                 

Class A

       1.28           1.45           2.67   

Class B

       1.02           1.19           2.41   

Class E

       1.20           1.30           2.52   
Bloomberg Barclays U.S. Intermediate Government Bond Index        1.05           1.04           3.42   

1 The Bloomberg Barclays U.S. Intermediate Government Bond Index includes most obligations of the U.S. Treasury, agencies and quasi-federal corporations having maturities between one and ten years.

Portfolio performance is calculated including reinvestment of all income and capital gain distributions. Performance numbers are net of all Portfolio expenses but do not include any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that participants may bear relating to the operations of their plans. If these charges were included, the returns would be lower. The performance of any index referenced above has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. Direct investment in any index is not possible. The performance of Class A shares, as set forth in the line graph above, will differ from that of other classes because of the difference in expenses paid by policyholders investing in the different share classes.

This information represents past performance and is not indicative of future results. Investment return and principal value may fluctuate so that shares, upon redemption, may be worth more or less than the original cost.

 

PORTFOLIO COMPOSITION AS OF DECEMBER 31, 2016

Top Sectors

 

     % of
Net Assets
 
U.S. Treasury & Government Agencies      88.2   
Corporate Bonds & Notes      8.8   
Foreign Government      8.1   
Mortgage-Backed Securities      5.4   
Asset-Backed Securities      1.9   

 

MSF-3


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

 

Understanding Your Portfolio’s Expenses

Shareholder Expense Example

As a shareholder of the Portfolio, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) (referred to as “expenses”) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2016 through December 31, 2016.

Actual Expenses

The first line for each share class of the Portfolio in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested in the particular share class of the Portfolio, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class of the Portfolio in the table below provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any fees or charges of your variable insurance product or any additional expenses that participants in certain eligible qualified plans may bear relating to the operations of their plan. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these other costs were included, your costs would have been higher.

 

Western Asset Management U.S. Government Portfolio

        Annualized
Expense
Ratio
     Beginning
Account Value
July 1,
2016
     Ending
Account Value
December 31,
2016
     Expenses Paid
During Period**
July 1, 2016
to
December 31,
2016
 

Class A(a)

   Actual      0.48    $ 1,000.00       $ 982.40       $ 2.39   
   Hypothetical*      0.48    $ 1,000.00       $ 1,022.72       $ 2.44   

Class B(a)

   Actual      0.73    $ 1,000.00       $ 980.70       $ 3.63   
   Hypothetical*      0.73    $ 1,000.00       $ 1,021.47       $ 3.71   

Class E(a)

   Actual      0.63    $ 1,000.00       $ 981.50       $ 3.14   
   Hypothetical*      0.63    $ 1,000.00       $ 1,021.97       $ 3.20   

* Hypothetical assumes a rate of return of 5% per year before expenses.

** Expenses paid are equal to the Portfolio’s annualized expense ratio for the most recent six month period, as shown above, multiplied by the average account value over the period, multiplied by the number of days (184 days) in the most recent fiscal half-year, divided by 366 (to reflect the one-half year period).

(a) The annualized expense ratio shown reflects the impact of the management fee waiver as described in Note 6 of the Notes to Financial Statements.

 

MSF-4


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Schedule of Investments as of December 31, 2016

U.S. Treasury & Government Agencies—88.2% of Net Assets

 

Security Description   Principal
Amount*
    Value  
Agency Sponsored Mortgage-Backed—28.7%  

Fannie Mae 15 Yr. Pool
2.500%, TBA (a)

    9,400,000      $ 9,414,871   

3.000%, TBA (a)

    6,200,000        6,362,266   

3.500%, TBA (a)

    15,000,000        15,627,246   

4.500%, 03/01/20

    51,589        53,020   

5.000%, 03/01/18

    33,469        34,251   

6.500%, 06/01/17

    4,303        4,309   

Fannie Mae 20 Yr. Pool
4.500%, 11/01/31

    934,027        1,006,139   

4.500%, 12/01/31

    1,288,039        1,387,354   

Fannie Mae 30 Yr. Pool
3.000%, 09/01/42

    10,064,250        10,061,375   

3.000%, 11/01/46

    7,178,372        7,138,991   

3.000%, TBA (a)

    37,400,000        37,153,676   

3.500%, TBA (a)

    14,900,000        15,271,336   

4.000%, 02/01/40

    850,533        905,296   

4.000%, 06/01/42

    7,866,201        8,361,136   

4.000%, 07/01/42

    3,996,030        4,217,267   

4.000%, 05/01/43

    18,855,745        19,988,335   

4.000%, 10/01/43

    10,428,192        11,055,250   

4.000%, TBA (a)

    82,800,000        87,048,352   

4.500%, 04/01/41

    10,947,820        11,822,637   

4.500%, 10/01/41

    7,325,230        7,895,284   

4.500%, 07/01/44

    294,672        319,695   

4.500%, 10/01/44

    1,848,700        2,004,358   

4.500%, 01/01/45

    161,173        175,724   

4.500%, TBA (a)

    5,100,000        5,485,488   

5.000%, 07/01/33

    299,036        327,521   

5.000%, 09/01/33

    362,351        397,964   

5.000%, 10/01/35

    1,011,811        1,111,399   

5.000%, 03/01/36

    1,620,402        1,769,312   

5.000%, 01/01/39

    12,467        13,703   

5.000%, 08/01/39

    33,101        36,575   

5.000%, 12/01/39

    25,554        28,206   

5.000%, 05/01/40

    60,058        65,949   

5.000%, 07/01/40

    47,692        52,757   

5.000%, 11/01/40

    1,255,610        1,389,192   

5.000%, 01/01/41

    63,128        69,877   

5.000%, 02/01/41

    68,588        75,032   

5.000%, 04/01/41

    139,808        154,896   

5.000%, 05/01/41

    2,740,859        3,023,732   

5.000%, 06/01/41

    263,825        292,286   

5.000%, 07/01/41

    2,588,173        2,817,899   

5.000%, TBA (a)

    2,700,000        2,941,312   

6.000%, 04/01/33

    92,804        106,314   

6.000%, 02/01/34

    18,843        21,673   

6.000%, 11/01/35

    192,252        221,144   

6.000%, 08/01/37

    412,110        474,108   

6.500%, 03/01/26

    1,358        1,537   

6.500%, 04/01/29

    65,394        73,985   

7.000%, 11/01/28

    1,989        2,176   

7.000%, 02/01/29

    679        681   

7.000%, 01/01/30

    2,209        2,270   

7.000%, 10/01/37

    20,703        22,656   

7.000%, 11/01/37

    33,082        38,368   

7.000%, 12/01/37

    26,015        30,045   
Agency Sponsored Mortgage-Backed—(Continued)  

Fannie Mae 30 Yr. Pool
7.000%, 02/01/38

    18,019      19,629   

7.000%, 08/01/38

    14,334        16,036   

7.000%, 09/01/38

    3,047        3,146   

7.000%, 11/01/38

    131,661        148,676   

7.000%, 02/01/39

    1,480,761        1,705,206   

7.500%, 04/01/32

    13,542        13,883   

8.000%, 05/01/28

    4,209        4,739   

8.000%, 07/01/32

    879        953   

Fannie Mae Interest Strip (CMO)
3.500%, 11/25/41 (b)

    2,962,254        569,510   

4.000%, 04/25/42 (b)

    4,145,741        760,931   

4.500%, 11/25/39 (b)

    2,380,446        479,735   

Fannie Mae Pool
3.500%, 08/01/42

    12,592,499        12,987,490   

3.500%, 09/01/42

    865,719        892,875   

3.500%, 10/01/42

    6,044,926        6,234,705   

4.000%, 10/01/42

    3,689,488        3,913,498   

4.000%, 11/01/42

    2,504,386        2,656,063   

4.000%, 07/01/43

    77,663        82,385   

4.000%, 08/01/43

    1,773,518        1,881,424   

6.500%, 12/01/27

    4,574        4,621   

6.500%, 05/01/32

    22,410        24,854   

Fannie Mae REMIC Trust Whole Loan (CMO)
3.815%, 01/25/43 (c)

    358,158        387,898   

Fannie Mae REMICS (CMO)
Zero Coupon, 03/25/42 (d)

    625,949        547,939   

3.000%, 12/25/27 (b)

    8,408,445        813,603   

5.394%, 03/25/42 (b) (c)

    10,182,096        1,651,327   

5.394%, 12/25/42 (b) (c)

    1,132,106        259,982   

5.500%, 07/25/41

    8,249,047        9,429,556   

5.500%, 04/25/42

    2,614,407        2,902,274   

5.774%, 01/25/41 (b) (c)

    1,641,951        277,365   

5.794%, 10/25/41 (b) (c)

    6,303,343        1,112,047   

5.894%, 02/25/41 (b) (c)

    961,873        140,372   

5.894%, 03/25/42 (b) (c)

    2,462,064        434,483   

6.000%, 05/25/42

    1,689,324        1,914,590   

6.500%, 06/25/39

    322,004        355,228   

6.500%, 07/25/42

    3,095,973        3,532,194   

9.750%, 11/25/18

    359,257        377,895   

9.750%, 08/25/19

    112,224        117,949   

Fannie Mae-ACES (CMO)
2.037%, 09/25/26

    2,556,735        2,471,949   

2.499%, 09/25/26

    3,850,000        3,656,104   

Freddie Mac 30 Yr. Gold Pool
3.000%, TBA (a)

    10,000,000        9,929,744   

3.500%, TBA (a)

    36,700,000        37,578,704   

4.000%, 07/01/43

    5,449,818        5,772,884   

4.000%, 08/01/43

    5,382,904        5,702,009   

4.500%, 06/01/38

    1,967,767        2,119,511   

5.000%, 08/01/33

    27,593        30,361   

5.000%, 06/01/41

    6,276,943        6,926,632   

6.000%, 10/01/36

    1,045,294        1,195,772   

6.500%, 09/01/39

    372,932        424,850   

8.000%, 12/01/19

    295        296   

8.000%, 09/01/30

    3,913        4,578   

 

See accompanying notes to financial statements.

 

MSF-5


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Schedule of Investments as of December 31, 2016

U.S. Treasury & Government Agencies—(Continued)

 

Security Description   Principal
Amount*
    Value  
Agency Sponsored Mortgage-Backed—(Continued)  

Freddie Mac 30 Yr. Non-Gold Pool
8.000%, 07/01/20

    629      $ 632   

Freddie Mac Gold Pool
3.500%, 10/01/42

    1,291,079        1,330,033   

3.500%, 02/01/44

    580,773        598,298   

4.000%, 04/01/43

    1,948,799        2,065,938   

4.000%, 08/01/43

    1,186,523        1,257,927   

Freddie Mac REMICS (CMO)
4.500%, 04/15/32

    304,579        328,344   

6.000%, 05/15/36

    739,180        830,545   

8.500%, 06/15/21

    10,008        10,744   

Ginnie Mae I 30 Yr. Pool
5.500%, 06/15/36

    564,591        637,865   

6.000%, 03/15/33

    979,388        1,162,208   

6.500%, 06/15/31

    3,202        3,658   

6.500%, 08/15/34

    204,604        233,712   

7.500%, 09/15/29

    2,302        2,569   

7.500%, 02/15/30

    1,626        1,692   

8.500%, 05/15/18

    2,858        2,868   

8.500%, 06/15/25

    30,021        35,041   

Ginnie Mae II 30 Yr. Pool
3.000%, 08/20/46

    28,818,307        29,220,854   

3.000%, TBA (a)

    36,700,000        37,159,466   

3.500%, TBA (a)

    24,000,000        24,948,281   

4.000%, 09/20/45

    2,117,599        2,267,656   

4.000%, 11/20/45

    12,072,734        12,908,945   

4.500%, 01/20/40

    918,229        993,237   

4.500%, 05/20/40

    1,242,791        1,338,747   

4.500%, 09/20/40

    25,394        27,379   

4.500%, 01/20/41

    196,949        212,447   

4.500%, 07/20/41

    1,358,553        1,464,232   

5.000%, 07/20/40

    950,777        1,046,784   

6.000%, 11/20/34

    1,849        2,155   

6.000%, 06/20/35

    2,997        3,494   

6.000%, 07/20/36

    174,272        197,094   

6.000%, 09/20/36

    8,750        9,849   

6.000%, 07/20/38

    464,737        525,690   

6.000%, 09/20/38

    1,261,354        1,426,455   

6.000%, 06/20/39

    5,199        5,960   

6.000%, 05/20/40

    114,667        129,826   

6.000%, 06/20/40

    299,083        338,599   

6.000%, 08/20/40

    160,735        184,422   

6.000%, 09/20/40

    387,270        444,532   

6.000%, 10/20/40

    249,609        283,364   

6.000%, 11/20/40

    326,641        366,651   

6.000%, 01/20/41

    263,781        294,003   

6.000%, 03/20/41

    1,379,435        1,560,651   

6.000%, 07/20/41

    279,140        321,350   

6.000%, 12/20/41

    190,479        217,845   

6.500%, 10/20/37

    386,037        444,102   

Government National Mortgage Association (CMO)
0.311%, 02/16/53 (b) (c)

    14,950,767        411,619   

0.481%, 05/16/54 (b) (c)

    20,399,009        612,717   

0.522%, 10/16/54 (b) (c)

    34,238,072        1,144,110   

0.614%, 03/16/49 (b) (c)

    12,100,200        364,399   
Agency Sponsored Mortgage-Backed—(Continued)  

Government National Mortgage Association (CMO)
0.726%, 09/16/46 (b) (c)

    45,017,158      1,199,158   

0.749%, 05/16/54 (b) (c)

    17,365,022        831,225   

0.763%, 02/16/48 (b) (c)

    6,844,279        308,573   

0.769%, 09/16/51 (b) (c)

    68,927,306        3,647,964   

0.791%, 06/16/55 (b) (c)

    13,548,789        548,013   

0.819%, 01/16/57 (b) (c)

    24,985,927        1,738,873   

0.859%, 11/16/55 (b) (c)

    28,322,444        1,759,404   

0.900%, 09/16/56 (b) (c)

    23,299,215        1,462,632   

0.910%, 12/20/60 (c)

    18,492,954        18,318,168   

0.919%, 09/16/55 (b) (c)

    20,826,046        1,192,841   

0.930%, 12/20/60 (c)

    6,189,071        6,140,112   

1.010%, 03/20/61 (c)

    5,110,804        5,084,341   

1.030%, 12/20/60 (c)

    45,072,068        44,852,236   

1.077%, 09/16/44 (b) (c)

    18,155,160        996,085   

1.158%, 02/16/46 (b) (c)

    24,703,326        1,526,149   

5.393%, 08/16/42 (b) (c)

    1,462,063        234,134   

5.761%, 03/20/39 (b) (c)

    388,367        36,436   

5.911%, 01/20/40 (b) (c)

    1,084,464        159,387   
   

 

 

 
      630,239,400   
   

 

 

 
Federal Agencies—38.0%  

Federal Farm Credit Bank
0.650%, 06/19/17

    15,000,000        14,992,680   

0.800%, 03/08/18

    20,000,000        19,934,440   

1.100%, 06/01/18

    20,000,000        19,984,780   

1.950%, 11/15/17

    19,980,000        20,152,248   

Federal Home Loan Bank
0.625%, 10/26/17

    18,000,000        17,972,298   

0.750%, 11/17/17

    25,000,000        24,970,350   

0.875%, 03/19/18

    20,000,000        19,967,740   

1.875%, 11/29/21

    49,000,000        48,684,538   

2.125%, 06/09/23

    17,700,000        17,425,756   

2.250%, 09/08/17

    28,000,000        28,278,180   

2.750%, 06/08/18

    15,000,000        15,334,905   

5.250%, 12/11/20

    12,000,000        13,529,436   

Federal Home Loan Mortgage Corp.
Zero Coupon, 11/29/19

    10,000,000        9,490,530   

0.750%, 04/09/18

    9,000,000        8,966,790   

0.875%, 10/12/18

    20,000,000        19,891,300   

1.125%, 04/15/19

    30,000,000        29,878,590   

5.000%, 12/14/18

    12,741,000        13,637,227   

Federal National Mortgage Association
Zero Coupon, 10/09/19

    50,000,000        47,415,150   

1.250%, 05/06/21

    20,000,000        19,433,360   

1.875%, 09/24/26

    7,000,000        6,431,075   

2.125%, 04/24/26

    10,000,000        9,456,910   

2.625%, 09/06/24

    22,000,000        22,212,960   

Financing Corp. Fico
Zero Coupon, 10/06/17

    20,433,000        20,276,197   

Zero Coupon, 05/11/18

    40,000,000        39,295,680   

Zero Coupon, 08/03/18

    7,638,000        7,480,008   

Zero Coupon, 12/27/18

    16,254,000        15,738,667   

Zero Coupon, 06/06/19

    26,414,000        25,375,824   

Zero Coupon, 09/26/19

    14,535,000        13,917,190   

 

See accompanying notes to financial statements.

 

MSF-6


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Schedule of Investments as of December 31, 2016

U.S. Treasury & Government Agencies—(Continued)

 

Security Description   Principal
Amount*
    Value  
Federal Agencies—(Continued)  

National Archives Facility Trust
8.500%, 09/01/19 (e)

    1,747,594      $ 1,914,914   

New Valley Generation II
5.572%, 05/01/20

    6,078,275        6,488,558   

Overseas Private Investment Corp.
Zero Coupon, 11/17/17

    4,700,000        5,025,268   

Zero Coupon, 07/30/19

    20,000,000        20,946,480   

Zero Coupon, 11/13/19

    5,000,000        5,240,655   

2.310%, 11/15/30

    8,386,629        7,879,548   

3.330%, 05/15/33

    6,592,985        6,546,874   

3.490%, 12/20/29

    12,039,369        12,281,758   

Residual Funding Corp. Principal Strip
Zero Coupon, 10/15/19

    10,642,000        10,204,444   

Zero Coupon, 07/15/20

    10,000,000        9,366,210   

Zero Coupon, 10/15/20

    38,159,000        35,664,661   

Zero Coupon, 01/15/21

    20,000,000        18,388,080   

Zero Coupon, 01/15/30

    25,000,000        16,341,000   

Zero Coupon, 04/15/30

    8,000,000        5,180,960   

Tennessee Valley Authority
1.750%, 10/15/18

    20,000,000        20,171,640   

3.875%, 02/15/21

    35,000,000        37,660,560   

4.500%, 04/01/18

    20,000,000        20,837,180   

5.500%, 07/18/17

    23,306,000        23,908,553   
   

 

 

 
      834,172,152   
   

 

 

 
U.S. Treasury—21.5%  

U.S. Treasury Inflation Indexed Bonds
0.625%, 02/15/43 (e)

    10,303,328        9,433,243   

0.750%, 02/15/45 (e)

    4,721,854        4,442,986   

1.375%, 02/15/44 (e)

    28,936,764        31,579,009   

U.S. Treasury Notes
0.625%, 05/31/17

    5,000,000        5,000,390   

1.000%, 11/30/18 (f)

    13,000,000        12,958,361   

1.250%, 12/15/18

    22,000,000        22,024,068   

1.375%, 10/31/20

    58,560,000        57,841,703   

1.500%, 02/28/23

    34,960,000        33,624,423   

1.500%, 03/31/23

    22,000,000        21,138,898   

1.625%, 04/30/19

    12,000,000        12,093,744   

1.625%, 06/30/20

    49,000,000        49,022,981   

1.875%, 10/31/17

    30,000,000        30,250,770   

2.000%, 11/30/22

    77,000,000        76,479,634   

2.000%, 02/15/25

    99,000,000        96,354,819   

2.125%, 06/30/22

    8,000,000        8,028,128   
   

 

 

 
      470,273,157   
   

 

 

 

Total U.S. Treasury & Government Agencies (Cost $1,955,639,850)

      1,934,684,709   
   

 

 

 
Corporate Bonds & Notes—8.8%   
Banks—0.2%  

Stadshypotek AB
1.875%, 10/02/19 (144A)

    5,000,000        4,974,305   
   

 

 

 
Chemicals—0.1%  

Equate Petrochemical B.V.
4.250%, 11/03/26 (144A)

    1,540,000      1,469,591   
   

 

 

 
Diversified Financial Services—8.1%  

COP I LLC
3.650%, 12/05/21

    6,802,827        7,082,035   

National Credit Union Administration Guaranteed Notes Trust
3.000%, 06/12/19

    19,650,000        20,318,886   

3.450%, 06/12/21

    45,000,000        47,934,000   

Postal Square L.P.
6.500%, 06/15/22

    6,589,800        7,315,759   

Private Export Funding Corp.
1.375%, 02/15/17

    25,000,000        25,023,500   

2.250%, 12/15/17

    40,000,000        40,449,560   

2.300%, 09/15/20

    28,000,000        28,553,756   
   

 

 

 
      176,677,496   
   

 

 

 
Multi-National—0.1%  

Asian Development Bank
2.125%, 03/19/25

    2,000,000        1,930,496   
   

 

 

 
Oil & Gas—0.3%  

Ecopetrol S.A.
5.375%, 06/26/26

    4,260,000        4,238,700   

Petroleos Mexicanos
6.375%, 01/23/45

    3,610,000        3,285,100   
   

 

 

 
      7,523,800   
   

 

 

 

Total Corporate Bonds & Notes
(Cost $178,755,986)

      192,575,688   
   

 

 

 
Foreign Government—8.1%   
Sovereign—8.1%  

Colombia Government International Bond
5.625%, 02/26/44

    4,840,000        4,985,200   

Indonesia Government International Bonds
3.750%, 04/25/22 (144A)

    410,000        411,534   

3.750%, 04/25/22

    1,900,000        1,907,110   

4.875%, 05/05/21

    2,957,000        3,130,313   

5.875%, 03/13/20

    310,000        338,332   

5.875%, 01/15/24 (144A)

    1,060,000        1,169,502   

Israel Government AID Bonds
Zero Coupon, 11/15/18

    20,869,000        20,384,777   

5.500%, 12/04/23

    24,290,000        28,896,210   

5.500%, 04/26/24

    20,950,000        25,113,791   

Mexico Government International Bond
5.550%, 01/21/45

    33,080,000        33,824,300   

Peruvian Government International Bond
5.625%, 11/18/50 (f)

    4,000,000        4,530,000   

Poland Government International Bond
4.000%, 01/22/24

    7,870,000        8,049,105   

 

See accompanying notes to financial statements.

 

MSF-7


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Schedule of Investments as of December 31, 2016

Foreign Government—(Continued)

 

Security Description   Principal
Amount*
    Value  
Sovereign—(Continued)  

Ukraine Government AID Bonds
1.471%, 09/29/21

    20,000,000      $ 19,524,880   

1.844%, 05/16/19

    25,000,000        24,936,900   
   

 

 

 

Total Foreign Government
(Cost $176,504,644)

      177,201,954   
   

 

 

 
Mortgage-Backed Securities—5.4%   
Collateralized Mortgage Obligations—5.1%  

Banc of America Funding Corp.
0.734%, 02/27/37 (144A) (c)

    11,155,542        10,505,345   

Banc of America Funding Trust
0.749%, 09/29/36 (144A) (c)

    10,389,235        9,948,496   

2.028%, 06/20/35 (c)

    293,482        184,915   

Banc of America Mortgage Trust
3.239%, 07/25/35 (c)

    87,059        80,396   

BCAP LLC Trust
0.742%, 11/27/36 (144A) (c)

    16,347,258        15,390,218   

Citigroup Mortgage Loan Trust
2.930%, 10/25/35 (c)

    176,469        176,923   

Countrywide Alternative Loan Trust
0.939%, 07/20/46 (c)

    2,719,408        1,405,322   

1.336%, 05/25/34 (c)

    1,623,532        1,609,095   

Countrywide Home Loan Reperforming Loan REMIC Trust
1.176%, 07/25/36 (144A) (c)

    713,416        644,066   

Fannie Mae Connecticut Avenue Securities
2.206%, 01/25/29 (c)

    10,327,361        10,393,068   

Freddie Mac Structured Agency Credit Risk Debt Notes
2.406%, 04/25/24 (c)

    6,197,115        6,247,947   

2.956%, 02/25/24 (c)

    5,000,000        5,115,128   

2.956%, 09/25/24 (c)

    8,000,000        8,167,630   

GMAC Mortgage Corp. Loan Trust
3.435%, 11/19/35 (c)

    640,552        571,548   

GSMPS Mortgage Loan Trust
3.500%, 06/25/34 (144A) (c)

    3,899,742        3,677,490   

GSR Mortgage Loan Trust
3.126%, 04/25/35 (c)

    627,291        614,241   

HarborView Mortgage Loan Trust
0.936%, 09/19/46 (c)

    320,097        229,924   

JPMorgan Mortgage Trust
2.787%, 06/25/34 (c)

    175,843        173,680   

MASTR Adjustable Rate Mortgages Trust
0.956%, 05/25/47 (c)

    5,739,085        4,407,697   

2.509%, 02/25/34 (c)

    185,030        175,427   

3.841%, 12/25/34 (c)

    16,765        16,060   

MASTR Reperforming Loan Trust
1.106%, 05/25/35 (144A) (c)

    309,932        239,583   

3.569%, 05/25/35 (144A) (c)

    3,998,893        3,211,897   

4.502%, 05/25/36 (144A) (c)

    3,128,077        2,802,103   

7.000%, 08/25/34 (144A)

    388,542        390,503   

Morgan Stanley Mortgage Loan Trust
0.826%, 06/25/36 (c)

    650,991        274,553   

2.992%, 07/25/35 (c)

    253,120        222,818   
Collateralized Mortgage Obligations—(Continued)  

New Residential Mortgage Loan Trust
3.250%, 09/25/56 (144A) (c)

    5,185,243      5,225,870   

NovaStar Mortgage Funding Trust
0.782%, 09/25/46 (c)

    2,044,718        1,664,630   

Provident Funding Mortgage Loan Trust
2.897%, 05/25/35 (c)

    475,826        474,137   

3.037%, 10/25/35 (c)

    85,070        83,136   

RFMSI Trust
4.750%, 12/25/18

    100,716        101,257   

SACO I Trust
9.002%, 06/25/21 (144A) (c)

    1,062,383        1,096,675   

Structured Asset Mortgage Investments Trust
0.936%, 07/25/46 (c)

    252,046        207,717   

Structured Asset Securities Corp.
1.106%, 04/25/35 (144A) (c)

    2,617,178        2,160,576   

3.516%, 06/25/35 (144A) (c)

    154,311        137,599   

Structured Asset Securities Corp. Mortgage Loan Trust
1.556%, 09/25/33 (144A) (c)

    31,767        31,444   

Towd Point Mortgage Trust
2.250%, 08/25/55 (144A) (c)

    10,803,866        10,716,967   

WaMu Mortgage Pass-Through Certificates Trust
1.016%, 11/25/45 (c)

    26,069        24,318   

1.026%, 12/25/45 (c)

    1,809,641        1,698,769   

1.046%, 12/25/45 (c)

    142,494        132,778   

1.076%, 08/25/45 (c)

    163,359        156,867   
   

 

 

 
      110,788,813   
   

 

 

 
Commercial Mortgage-Backed Securities—0.3%  

FDIC Structured Sale Guaranteed Notes
2.980%, 12/06/20 (144A)

    6,854,204        6,912,055   
   

 

 

 

Total Mortgage-Backed Securities
(Cost $118,950,760)

      117,700,868   
   

 

 

 
Asset-Backed Securities—1.9%   
Asset-Backed - Credit Card—0.8%  

Capital One Multi-Asset Execution Trust
1.820%, 09/15/22

    17,500,000        17,455,989   
   

 

 

 
Asset-Backed - Home Equity—0.1%  

EMC Mortgage Loan Trust
1.034%, 12/25/42 (144A) (c)

    43,959        42,252   

Home Equity Mortgage Loan Asset-Backed Trust
1.016%, 06/25/36 (c)

    3,967,858        769,865   

Morgan Stanley Mortgage Loan Trust
0.846%, 12/25/36 (c)

    226,413        132,920   

1.056%, 03/25/36 (c)

    1,749,818        916,064   

Option One Mortgage Loan Trust
1.336%, 06/25/33 (c)

    126,036        117,434   

Structured Asset Securities Corp. Mortgage Loan Trust
0.976%, 02/25/36 (144A) (c)

    4,769,074        302,354   
   

 

 

 
      2,280,889   
   

 

 

 

 

See accompanying notes to financial statements.

 

MSF-8


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Schedule of Investments as of December 31, 2016

Asset-Backed Securities—(Continued)

 

Security Description   Principal
Amount*
    Value  
Asset-Backed - Other—0.1%  

Countrywide Home Equity Loan Trust
0.854%, 11/15/36 (c)

    43,429      $ 33,179   

0.994%, 02/15/34 (c)

    95,724        88,684   

Countrywide Revolving Home Equity Loan Trust
0.844%, 07/15/36 (c)

    875,865        759,293   

GSR Mortgage Loan Trust
1.124%, 11/25/30 (c)

    1,010        71   

SACO I Trust
1.016%, 06/25/36 (c)

    631,989        1,115,991   

1.056%, 04/25/36 (c)

    246,395        435,695   
   

 

 

 
      2,432,913   
   

 

 

 
Asset-Backed - Student Loan—0.9%  

National Credit Union Administration Guaranteed Notes Trust
0.999%, 12/07/20 (c)

    4,664,637        4,654,421   

Nelnet Student Loan Trust
2.575%, 11/25/24 (c)

    5,765,877        5,808,078   

SLC Student Loan Trust
1.083%, 06/15/29 (c)

    5,500,000        5,393,825   

SLM Student Loan Trust
2.532%, 07/25/22 (c)

    4,797,883        4,825,694   
   

 

 

 
      20,682,018   
   

 

 

 

Total Asset-Backed Securities
(Cost $47,625,087)

      42,851,809   
   

 

 

 
Short-Term Investments—0.4%   
Repurchase Agreements—0.4%  

Bank of America N.A.
Repurchase Agreement dated 12/30/16 at 0.500% to be repurchased at $5,000,278 on 01/03/17, collateralized by $5,179,800 U.S. Tresaury Note at 3.000% due 05/15/45 with a value of $5,109,790

    5,000,000        5,000,000   

Fixed Income Clearing Corp.
Repurchase Agreement dated 12/30/16 at 0.030% to be repurchased at $3,325,898 on 01/03/17, collateralized by $2,730,000 U.S. Treasury Bond at 8.500% due 02/15/20 with a value of $3,397,567.

    3,325,887        3,325,887   
   

 

 

 

Total Short-Term Investments
(Cost $8,325,887)

      8,325,887   
   

 

 

 
Securities Lending Reinvestments (g)—0.7%   
Security Description   Principal
Amount*
    Value  
Repurchase Agreements—0.7%  

Citigroup Global Markets Ltd.
Repurchase Agreement dated 12/29/16 at 0.710% to be repurchased at $2,000,197 on 01/03/17, collateralized by $2,017,473 U.S. Treasury and Foreign Obligations with rates ranging from 1.750% - 2.750%, maturity dates ranging from 10/15/19 - 11/15/23, with a value of $2,040,000.

    2,000,000      2,000,000   

Deutsche Bank AG, London
Repurchase Agreement dated 12/30/16 at 0.950% to be repurchased at $1,000,106 on 01/03/17, collateralized by $1,020,900 Foreign Obligations with rates ranging from 1.750% - 2.500%, maturity dates ranging from 09/05/19 - 11/20/24, with a value of $1,020,006.

    1,000,000        1,000,000   

Repurchase Agreement dated 12/15/16 - 12/30/16 at 1.050% to be repurchased at $1,450,235 on 01/03/17, collateralized by various Common Stock with a value of $1,611,755.

    1,450,000        1,450,000   

Goldman Sachs & Co.
Repurchase Agreement dated 12/30/16 at 0.460% to be repurchased at $929,585 on 01/03/17, collateralized by $4,783,581 U.S. Government Agency Obligations with rates ranging from 2.000% - 10.500%, maturity dates ranging from 03/15/17 - 09/20/65, with a value of $948,128.

    929,537        929,537   

Macquarie Bank, Ltd.
Repurchase Agreement dated 12/27/16 at 0.580% to be repurchased at $1,600,180 on 01/03/17, collateralized by $1,582,968 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $1,632,827.

    1,600,000        1,600,000   

Repurchase Agreement dated 12/15/16 at 0.600% to be repurchased at $400,147 on 01/06/17, collateralized by $395,742 U.S. Treasury Obligations with rates ranging from 0.000% - 8.750%, maturity dates ranging from 01/05/17 - 05/15/46, with a value of $408,207.

    400,000        400,000   

Natixis
Repurchase Agreement dated 12/28/16 at 0.750% to be repurchased at $3,000,500 on 01/05/17, collateralized by $4,815,208 U.S. Government Agency and Treasury Obligations with rates ranging from 0.000% - 4.672%, maturity dates ranging from 01/31/17 - 09/16/58, with a value of $3,060,376.

    3,000,000        3,000,000   

 

See accompanying notes to financial statements.

 

MSF-9


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Schedule of Investments as of December 31, 2016

Securities Lending Reinvestments (g)—(Continued)

 

Security Description   Principal
Amount*
    Value  
Repurchase Agreements—(Continued)  

Pershing LLC
Repurchase Agreement dated 12/30/16 at 0.680% to be repurchased at $3,000,227 on 01/03/17, collateralized by $4,402,093 U.S. Government Agency Obligations with rates ranging from 0.625% - 11.018%, maturity dates ranging from 01/17/17 - 08/20/66, with a value of $3,060,000.

    3,000,000     $ 3,000,000  

Societe Generale New York
Repurchase Agreement dated 12/30/16 at 0.500% to be repurchased at $2,000,111 on 01/03/17, collateralized by $1,855,877 U.S. Treasury Obligations with rates ranging from 0.000% - 3.500%, maturity dates ranging from 01/15/17 - 02/15/39, with a value of $2,040,000.

    2,000,000       2,000,000  
   

 

 

 
      15,379,537  
   

 

 

 

Total Securities Lending Reinvestments
(Cost $15,379,537)

      15,379,537  
   

 

 

 

Total Investments—113.5%
(Cost $2,501,181,751) (h)

      2,488,720,452  

Other assets and liabilities (net)—(13.5)%

      (296,100,651
   

 

 

 
Net Assets—100.0%     $ 2,192,619,801  
   

 

 

 

 

* Principal amount stated in U.S. dollars unless otherwise noted.
(a) TBA (To Be Announced) Securities are purchased on a forward commitment basis with an approximate principal amount and no defined maturity date. The actual principal and maturity date will be determined upon settlement date.
(b) Interest only security.
(c) Variable or floating rate security. The stated rate represents the rate at December 31, 2016. Maturity date shown for callable securities reflects the earliest possible call date.
(d) Principal only security.
(e) Principal amount of security is adjusted for inflation.
(f) All or a portion of the security was held on loan. As of December 31, 2016, the market value of securities loaned was $15,049,092 and the collateral received consisted of cash in the amount of $15,379,537. The cash collateral investments are disclosed in the Schedule of Investments and categorized as Securities Lending Reinvestments.
(g) Represents investment of cash collateral received from securities on loan as of December 31, 2016.
(h) As of December 31, 2016, the aggregate cost of investments for federal income tax purposes was $2,514,234,869. The aggregate unrealized appreciation and depreciation of investments were $21,817,774 and $(47,332,191), respectively, resulting in net unrealized depreciation of $(25,514,417) for federal income tax purposes.
(144A)— Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. As of December 31, 2016, the market value of 144A securities was $81,460,425, which is 3.7% of net assets.
(ACES)— Alternative Credit Enhancement Securities
(CMO)— Collateralized Mortgage Obligation
(REMIC)— Real Estate Mortgage Investment Conduit

Futures Contracts

 

Futures Contracts—Long

   Expiration
Date
     Number of
Contracts
    Notional
Amount
    Unrealized
Appreciation/
(Depreciation)
 

U.S. Treasury Note 10 Year Futures

     03/22/17        76       USD        9,423,810     $ 21,565  

Futures Contracts—Short

                                

U.S. Treasury Long Bond Futures

     03/22/17        (342     USD        (51,604,436     79,998  

U.S. Treasury Note 5 Year Futures

     03/31/17        (75     USD        (8,813,428     (11,376
            

 

 

 

Net Unrealized Appreciation

 

  $ 90,187  
            

 

 

 

 

(USD)— United States Dollar

 

See accompanying notes to financial statements.

 

MSF-10


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Schedule of Investments as of December 31, 2016

 

Fair Value Hierarchy

Accounting principles generally accepted in the United States of America (“GAAP”) define fair market value as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes inputs to valuation methods and requires disclosure of the fair value hierarchy, separately for each major category of assets and liabilities, that segregates fair value measurements into three levels. Levels 1, 2 and 3 of the fair value hierarchy are defined as follows:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are either active or inactive; inputs other than quoted prices that are observable such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, default rates, or other market corroborated inputs)

Level 3 - significant unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are unavailable (including the Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The inputs or methodologies used for valuing investments are not necessarily an indication of the risk associated with investing in them. Changes to the inputs or methodologies used may result in transfers between levels, which will be recognized as of the beginning of the reporting period. Information on transfers between Level 1 and Level 2, if any, will be disclosed following the fair value hierarchy table below. A reconciliation of Level 3 securities, if any, will also be disclosed following the fair value hierarchy table. For more information about the Portfolio’s policy regarding the valuation of investments, please refer to the Notes to Financial Statements.

The following table summarizes the fair value hierarchy of the Portfolio’s investments as of December 31, 2016:

 

Description    Level 1     Level 2     Level 3      Total  

Total U.S. Treasury & Government Agencies*

   $ —        $ 1,934,684,709      $ —         $ 1,934,684,709   

Total Corporate Bonds & Notes*

     —          192,575,688        —           192,575,688   

Total Foreign Government*

     —          177,201,954        —           177,201,954   

Total Mortgage-Backed Securities*

     —          117,700,868        —           117,700,868   

Total Asset-Backed Securities*

     —          42,851,809        —           42,851,809   

Total Short-Term Investments*

     —          8,325,887        —           8,325,887   

Total Securities Lending Reinvestments*

     —          15,379,537        —           15,379,537   

Total Investments

   $ —        $ 2,488,720,452      $ —         $ 2,488,720,452   
                                   

Collateral for Securities Loaned (Liability)

   $ —        $ (15,379,537   $ —         $ (15,379,537
Futures Contracts          

Futures Contracts (Unrealized Appreciation)

   $ 101,563      $ —        $ —         $ 101,563   

Futures Contracts (Unrealized Depreciation)

     (11,376     —          —           (11,376

Total Futures Contracts

   $ 90,187      $ —        $ —         $ 90,187   

 

* See Schedule of Investments for additional detailed categorizations.

 

See accompanying notes to financial statements.

 

MSF-11


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

 

Statement of Assets and Liabilities

 

December 31, 2016

 

Assets

  

Investments at value (a) (b)

   $ 2,488,720,452  

Cash

     37  

Cash collateral for futures contracts

     1,548,922  

Receivable for:

  

Investment sold

     118,886  

Fund shares sold

     335,864  

Principal paydowns

     7,844  

Interest

     8,243,103  

Prepaid expenses

     6,406  

Other assets

     58,807  
  

 

 

 

Total Assets

     2,499,040,321  

Liabilities

  

Collateral for securities loaned

     15,379,537  

Payables for:

  

TBA securities purchased

     289,034,309  

Fund shares redeemed

     501,366  

Variation margin on futures contracts

     242,680  

Accrued Expenses:

  

Management fees

     851,025  

Distribution and service fees

     94,604  

Deferred trustees’ fees

     92,194  

Other expenses

     224,805  
  

 

 

 

Total Liabilities

     306,420,520  
  

 

 

 

Net Assets

   $ 2,192,619,801  
  

 

 

 

Net Assets Consist of:

  

Paid in surplus

   $ 2,247,182,586  

Undistributed net investment income

     56,833,708  

Accumulated net realized loss

     (99,084,188

Unrealized depreciation on investments and futures contracts

     (12,312,305
  

 

 

 

Net Assets

   $ 2,192,619,801  
  

 

 

 

Net Assets

  

Class A

   $ 1,735,349,817  

Class B

     432,077,735  

Class E

     25,192,249  

Capital Shares Outstanding*

  

Class A

     147,770,151  

Class B

     36,985,140  

Class E

     2,153,001  

Net Asset Value, Offering Price and Redemption Price Per Share

  

Class A

   $ 11.74  

Class B

     11.68  

Class E

     11.70  

 

* The Portfolio is authorized to issue an unlimited number of shares.
(a) Identified cost of investments was $2,501,181,751.
(b) Includes securities loaned at value of $15,049,092.

Statement of Operations

 

Year Ended December 31, 2016

 

Investment Income

  

Interest

   $ 50,592,199  

Securities lending income

     114,223  

Other income (a)

     135,403  
  

 

 

 

Total investment income

     50,841,825  

Expenses

  

Management fees

     10,661,011  

Administration fees

     73,427  

Custodian and accounting fees

     151,606  

Distribution and service fees—Class B

     1,139,455  

Distribution and service fees—Class E

     40,169  

Audit and tax services

     67,573  

Legal

     33,060  

Trustees’ fees and expenses

     45,248  

Shareholder reporting

     118,464  

Insurance

     15,679  

Miscellaneous

     25,051  
  

 

 

 

Total expenses

     12,370,743  

Less management fee waiver

     (301,600
  

 

 

 

Net expenses

     12,069,143  
  

 

 

 

Net Investment Income

     38,772,682  
  

 

 

 

Net Realized and Unrealized Loss

  
Net realized gain (loss) on:   

Investments

     3,281,835  

Futures contracts

     (4,460,378
  

 

 

 

Net realized loss

     (1,178,543
  

 

 

 
Net change in unrealized depreciation on:   

Investments

     (7,248,639

Futures contracts

     (336,001
  

 

 

 

Net change in unrealized depreciation

     (7,584,640
  

 

 

 

Net realized and unrealized loss

     (8,763,183
  

 

 

 

Net Increase in Net Assets From Operations

   $ 30,009,499  
  

 

 

 

 

(a) Other income represents a non-recurring refund for overbilling of prior years’ custodian out-of-pocket fees.

 

See accompanying notes to financial statements.

 

MSF-12


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Statements of Changes in Net Assets

 

     Year Ended
December 31,
2016
    Year Ended
December 31,
2015
 

Increase (Decrease) in Net Assets:

    

From Operations

    

Net investment income

   $ 38,772,682     $ 35,511,900  

Net realized gain (loss)

     (1,178,543     6,997,475  

Net change in unrealized depreciation

     (7,584,640     (26,340,492
  

 

 

   

 

 

 

Increase in net assets from operations

     30,009,499       16,168,883  
  

 

 

   

 

 

 

From Distributions to Shareholders

    

Net investment income

    

Class A

     (46,380,937     (45,365,989

Class B

     (10,833,492     (9,804,626

Class E

     (656,202     (650,862
  

 

 

   

 

 

 

Total distributions

     (57,870,631     (55,821,477
  

 

 

   

 

 

 

Decrease in net assets from capital share transactions

     (101,863,797     (427,989,904
  

 

 

   

 

 

 

Total decrease in net assets

     (129,724,929     (467,642,498

Net Assets

    

Beginning of period

     2,322,344,730       2,789,987,228  
  

 

 

   

 

 

 

End of period

   $ 2,192,619,801     $ 2,322,344,730  
  

 

 

   

 

 

 

Undistributed net investment income

    

End of period

   $ 56,833,708     $ 57,503,990  
  

 

 

   

 

 

 

Other Information:

Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended
December 31, 2016
    Year Ended
December 31, 2015
 
     Shares     Value     Shares     Value  

Class A

        

Sales

     4,804,242     $ 57,645,459       3,149,293     $ 38,107,214  

Reinvestments

     3,897,558       46,380,937       3,815,474       45,365,989  

Redemptions

     (14,800,929     (177,409,481     (40,060,724     (485,560,140
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (6,099,129   $ (73,383,085     (33,095,957   $ (402,086,937
  

 

 

   

 

 

   

 

 

   

 

 

 

Class B

        

Sales

     3,655,002     $ 43,654,247       3,433,251     $ 41,066,433  

Reinvestments

     914,219       10,833,492       828,094       9,804,626  

Redemptions

     (6,744,711     (80,333,027     (6,046,743     (72,421,342
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (2,175,490   $ (25,845,288     (1,785,398   $ (21,550,283
  

 

 

   

 

 

   

 

 

   

 

 

 

Class E

        

Sales

     128,976     $ 1,536,976       66,612     $ 795,694  

Reinvestments

     55,329       656,202       54,925       650,862  

Redemptions

     (404,339     (4,828,602     (482,959     (5,799,240
  

 

 

   

 

 

   

 

 

   

 

 

 

Net decrease

     (220,034   $ (2,635,424     (361,422   $ (4,352,684
  

 

 

   

 

 

   

 

 

   

 

 

 

Decrease derived from capital shares transactions

     $ (101,863,797     $ (427,989,904
    

 

 

     

 

 

 

 

 

See accompanying notes to financial statements.

 

MSF-13


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Financial Highlights

 

Selected per share data                               
     Class A  
     Year Ended December 31,  
     2016     2015     2014     2013     2012  

Net Asset Value, Beginning of Period

   $ 11.90      $ 12.11      $ 12.01      $ 12.36      $ 12.21   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Investment Operations

          

Net investment income (a)

     0.21        0.17        0.16        0.13        0.13   

Net realized and unrealized gain (loss) on investments

     (0.05     (0.10     0.17        (0.22     0.28   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     0.16        0.07        0.33        (0.09     0.41   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions

          

Distributions from net investment income

     (0.32     (0.28     (0.23     (0.26     (0.26
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (0.32     (0.28     (0.23     (0.26     (0.26
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 11.74      $ 11.90      $ 12.11      $ 12.01      $ 12.36   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (%) (b)

     1.28        0.57        2.81        (0.74     3.37   

Ratios/Supplemental Data

          

Gross ratio of expenses to average net assets (%)

     0.50        0.49        0.49        0.49        0.50   

Net ratio of expenses to average net assets (%) (c)

     0.48        0.48        0.48        0.48        0.48   

Ratio of net investment income to average net assets (%)

     1.77        1.44        1.35        1.05        1.03   

Portfolio turnover rate (%)

     199  (d)      215  (d)      194  (d)      317  (d)      340  (d) 

Net assets, end of period (in millions)

   $ 1,735.3      $ 1,830.7      $ 2,263.8      $ 2,094.9      $ 2,017.9   
     Class B  
     Year Ended December 31,  
     2016     2015     2014     2013     2012  

Net Asset Value, Beginning of Period

   $ 11.84      $ 12.04      $ 11.95      $ 12.29      $ 12.15   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Investment Operations

          

Net investment income (a)

     0.18        0.14        0.13        0.10        0.10   

Net realized and unrealized gain (loss) on investments

     (0.05     (0.09     0.16        (0.21     0.27   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     0.13        0.05        0.29        (0.11     0.37   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions

          

Distributions from net investment income

     (0.29     (0.25     (0.20     (0.23     (0.23
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (0.29     (0.25     (0.20     (0.23     (0.23
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 11.68      $ 11.84      $ 12.04      $ 11.95      $ 12.29   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (%) (b)

     1.02        0.31        2.55        (0.91     3.05   

Ratios/Supplemental Data

          

Gross ratio of expenses to average net assets (%)

     0.75        0.74        0.74        0.74        0.75   

Net ratio of expenses to average net assets (%) (c)

     0.73        0.73        0.73        0.73        0.73   

Ratio of net investment income to average net assets (%)

     1.52        1.20        1.10        0.80        0.78   

Portfolio turnover rate (%)

     199  (d)      215  (d)      194  (d)      317  (d)      340  (d) 

Net assets, end of period (in millions)

   $ 432.1      $ 463.5      $ 493.2      $ 524.9      $ 565.2   

Please see following page for Financial Highlights footnote legend.

 

See accompanying notes to financial statements.

 

MSF-14


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Financial Highlights

 

Selected per share data                               
     Class E  
     Year Ended December 31,  
     2016     2015     2014     2013     2012  

Net Asset Value, Beginning of Period

   $ 11.85      $ 12.06      $ 11.97      $ 12.31      $ 12.16   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from Investment Operations

          

Net investment income (a)

     0.19        0.16        0.14        0.11        0.11   

Net realized and unrealized gain (loss) on investments

     (0.04     (0.11     0.16        (0.21     0.28   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     0.15        0.05        0.30        (0.10     0.39   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions

          

Distributions from net investment income

     (0.30     (0.26     (0.21     (0.24     (0.24
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (0.30     (0.26     (0.21     (0.24     (0.24
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

   $ 11.70      $ 11.85      $ 12.06      $ 11.97      $ 12.31   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return (%) (b)

     1.20        0.40        2.56        (0.75     3.15   

Ratios/Supplemental Data

          

Gross ratio of expenses to average net assets (%)

     0.65        0.64        0.64        0.64        0.65   

Net ratio of expenses to average net assets (%) (c)

     0.63        0.63        0.63        0.63        0.63   

Ratio of net investment income to average net assets (%)

     1.62        1.30        1.20        0.90        0.88   

Portfolio turnover rate (%)

     199  (d)      215  (d)      194  (d)      317  (d)      340  (d) 

Net assets, end of period (in millions)

   $ 25.2      $ 28.1      $ 33.0      $ 37.9      $ 43.8   

 

(a) Per share amounts based on average shares outstanding during the period.
(b) Total return does not reflect any insurance, sales, separate account or administrative charges of variable annuity or life insurance contracts or any additional expenses that contract owners may bear under their variable contracts. If these charges were included, the returns would be lower.
(c) Includes the effects of management fee waivers (see Note 6 of the Notes to Financial Statements).
(d) Includes mortgage dollar roll and TBA transactions; excluding these transactions the portfolio turnover rates would have been 86%, 87%, 68%, 137% and 164% for the years ended December 31, 2016, 2015, 2014, 2013 and 2012, respectively.

 

See accompanying notes to financial statements.

 

MSF-15


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Notes to Financial Statements—December 31, 2016

 

1. Organization

Metropolitan Series Fund (the “Trust”) is organized as a Delaware statutory trust and registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust, which is managed by MetLife Advisers, LLC (“MetLife Advisers” or the “Adviser”), an affiliate of MetLife, Inc., is currently comprised of thirty series, each of which operates as a distinct investment vehicle of the Trust. The portfolio included in this report is Western Asset Management U.S. Government Portfolio (the “Portfolio”), which is diversified. Shares in the Portfolio are not offered directly to the general public and are currently available only to separate accounts established by Metropolitan Life Insurance Company (“MetLife”) and other affiliated life insurance companies.

On January 12, 2016, MetLife, Inc. announced its plan to pursue the separation of a substantial portion of its retail segment and is currently evaluating structural alternatives for such separation. It is anticipated that MetLife Advisers would be included in any such separation. Any separation transaction that might occur will be subject to the satisfaction of various conditions and approvals, including approval of any transaction by the MetLife, Inc. Board of Directors, satisfaction of any applicable requirements of the SEC, and receipt of insurance and other regulatory approvals and other anticipated conditions. MetLife, Inc. cannot currently provide a specific potential completion date for a separation transaction or any assurance that a separation will in fact occur. MetLife Advisers’ continued service as investment adviser to the Trusts following a separation transaction is the subject of a proxy statement that was filed with the SEC on December 20, 2016 and mailed to shareholders of the Portfolio on or about December 30, 2016.

The Portfolio has registered and offers three classes of shares: Class A, B and E shares. Shares of each Class of the Portfolio represent an equal pro rata interest in the Portfolio and generally give the shareholder the same voting, dividend, liquidation, and other rights. Investment income, realized and unrealized capital gains and losses, the common expenses of the Portfolio, and certain Portfolio-level expense reductions, if any, are allocated on a pro rata basis to each Class based on the relative net assets of each Class to the net assets of the Portfolio. Each Class of shares differs in its respective distribution plan and such distribution expenses are allocated to the corresponding Class of shares.

2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated events and transactions subsequent to December 31, 2016 through the date the financial statements were issued.

The Portfolio is an investment company and follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946—Financial Services—Investment Companies and Topic 820—Fair Value Measurement. The following is a summary of significant accounting policies consistently followed by the Portfolio in the preparation of its financial statements.

Investment Valuation and Fair Value Measurements - Debt securities, including corporate, convertible and municipal bonds and notes; obligations of the U.S. Treasury and U.S. government agencies; foreign sovereign issues; and non-U.S. bonds, are generally valued on the basis of evaluated or composite bid quotations obtained from independent pricing services and/or brokers and dealers selected by the Adviser (each a “pricing service”), pursuant to authorization of and subject to general oversight by the Board of Trustees of the Trust (the “Board” or “Trustees”). Such pricing services may use matrix pricing, which considers observable inputs including, among other things, issuer details, maturity dates, interest rates, yield curves, rates of prepayment, credit risks/spreads, default rates, reported trades, broker dealer quotes and quoted prices for similar assets. Short-term obligations with a remaining maturity of sixty days or less may be valued at amortized cost in the absence of market quotes, so long as the amortized cost value of such short-term debt instrument is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. Floating rate loans are generally valued on the basis of an evaluated or composite average of aggregate bid and ask quotations supplied by brokers or dealers, as obtained from the pricing service. Securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

Mortgage and asset-backed securities are generally valued on the basis of evaluated or composite bid quotations obtained from pricing services selected by the Adviser pursuant to authorization of and subject to general oversight by the Board. These securities are usually issued as separate tranches, or classes, of securities within each deal. The pricing models for these securities usually consider tranche-level attributes, current market data, estimated cash flows and market-based yield spreads for each tranche and incorporate deal collateral performance, as available. Mortgage and asset-backed securities that use similar valuation techniques and inputs as described above are generally categorized as Level 2 within the fair value hierarchy.

 

MSF-16


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Domestic and foreign equity securities, such as common stock, exchange-traded funds, rights, warrants, and preferred stock, that are traded on a securities exchange on a valuation date are generally valued at their last quoted sale price or official closing price on the primary exchange for such security, or, if no sales occurred on that day, at the last reported bid price. Equity securities traded over-the-counter (“OTC”) are generally valued at the last reported bid price. In the event of a major exchange closing during the trading day, the Adviser may use other market information obtained from quotation reporting systems, established market makers, or pricing services in valuing the securities. Valuation adjustments may be applied to certain foreign equity securities that are traded solely on foreign exchanges that close before the time as of which the Portfolio determines its NAV to account for the market movement between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. The Portfolio may use a systematic fair valuation model provided by a pricing service to value securities principally traded in these foreign markets in order to adjust for possible market movements or other changes that may occur between the close of the foreign exchanges and the time as of which the Portfolio determines its NAV. Foreign equity securities valued using these valuation adjustments are generally categorized as Level 2 within the fair value hierarchy. Equity securities that are actively traded, and have no valuation adjustments applied, are categorized as Level 1 within the fair value hierarchy. Other equity securities traded on inactive markets, or valued in reference to similar instruments traded on active markets, are generally categorized as Level 2 within the fair value hierarchy.

Investments in registered open-end management investment companies are valued at reported net asset value per share on the valuation date and are categorized as Level 1 within the fair value hierarchy.

Futures contracts that are traded on commodity exchanges are valued at their closing prices as of the close of such exchanges and are categorized as Level 1 within the fair value hierarchy.

If no current market value quotation or other observable inputs are readily available or market value quotations are deemed to be unreliable for an investment, the fair value of the investment will be determined in accordance with procedures approved by, and under the general supervision of, the Board. In such a circumstance, the Board will be assisted in its responsibility to determine the fair value of an investment by the Valuation Committee (“Committee”) of MetLife Advisers. The Committee provides general pricing oversight and fair value pricing determinations related to portfolio securities and meets on a regular basis to review reports relating to the valuation of the securities in the Portfolio. The Board has delegated to State Street Bank and Trust Company, the Trust’s custodian (“custodian”), the responsibility for calculating the net asset values (“NAVs”) of the Trust’s Portfolios. The Committee is responsible for overseeing the calculation of the NAVs of the Portfolios by the custodian. The Committee also periodically reviews pricing services, including the pricing services providing fair value pricing for the Portfolio’s foreign securities, and is responsible for overseeing the correction of pricing errors and addressing other pricing issues that arise in the ordinary course of business, such as making real-time fair value determinations, as necessary.

No single standard for determining the fair value of an investment can be set forth because fair value depends upon the facts and circumstances with respect to each investment. Information relating to any relevant factors may be obtained by the Committee from any appropriate source, including the subadviser of the Portfolio, the custodian, a pricing service, market maker and/or broker for such security or the issuer. Appropriate methodologies for determining fair value under particular circumstances may include: matrix pricing, a discounted cash flow analysis, comparisons of securities with comparable characteristics, value based on multiples of earnings, discount from market price of similar marketable securities or a combination of these and other methods.

Investment Transactions and Related Investment Income - Portfolio security transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date or, for certain foreign securities, when notified. Interest income, which includes amortization of premium and accretion of discount on debt securities, is recorded on the accrual basis. Realized gains and losses on investments are determined on the identified cost basis, which is the same basis used for federal income tax purposes. Foreign income and foreign capital gains on some foreign securities may be subject to foreign taxes, which are accrued as applicable. These foreign taxes have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

Foreign Currency Translation - The books and records of the Portfolio are maintained in U.S. dollars. The values of securities, currencies, and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the period. Purchases and sales of investment securities, income, and expenses are translated on the respective dates of such transactions. Because the values of investment securities are translated at the foreign exchange rates prevailing at the end of the period, that portion of the results of operations arising from changes in exchange rates and that portion of the results of operations reflecting fluctuations arising from changes in market prices of the investment securities are not separated. Such fluctuations are included in the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from activity in forward foreign currency exchange contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Portfolio and the U.S. dollar equivalent of the amounts actually received or paid by the Portfolio. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, other than investment securities, resulting from changes in foreign exchange rates.

 

MSF-17


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Dividends and Distributions to Shareholders - The Portfolio records dividends and distributions on the ex-dividend date. Net realized gains from securities transactions (if any) are generally distributed annually to shareholders. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations that may differ from GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassification between under/over distributed net investment income, accumulated net realized gains/losses, and paid-in surplus. Book-tax differences are primarily due to amortization of debt securities, TIPS adjustments and paydown reclasses. These adjustments have no impact on net assets or the results of operations.

Income Taxes - It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, and regulations thereunder, applicable to regulated investment companies and to distribute, with respect to each taxable year, all of its taxable income to shareholders. Therefore, no federal income tax provision is required. The Portfolio files U.S. federal tax returns. No income tax returns are currently under examination. The Portfolio’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. As of December 31, 2016, the Portfolio had no uncertain tax positions that would require financial statement recognition, or de-recognition or disclosure.

Mortgage Dollar Rolls - The Portfolio may enter into mortgage “dollar rolls” in which a Portfolio sells to-be-announced (“TBA”) mortgage-backed securities for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type, coupon, and maturity) securities on a specified future date. For the duration of the transaction, or roll period, the Portfolio foregoes principal (including prepayments of principal) and interest paid on the securities sold. Dollar rolls are accounted for as purchase and sale transactions; gain or loss is recognized at the commencement of the term of the dollar roll and each time the mortgage-backed security is rolled.

Mortgage dollar roll transactions involve the risk that the market value of the securities that the Portfolio is required to reacquire may be less than the agreed-upon repurchase price of those securities and that the investment performance of securities purchased with proceeds from these transactions does not exceed the income, capital appreciation and gain or loss that would have been realized on the securities transferred or sold, as applicable, as part of the treasury or mortgage dollar roll.

Mortgage-Related and Other Asset-Backed Securities - The Portfolio may invest in mortgage-related or other asset-backed securities. These securities may include mortgage pass-through securities, collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities, CMO residuals, stripped mortgage-backed securities (“SMBS”), and other securities that directly or indirectly represent a participation in, or are secured by or payable from, mortgage loans on real property or other receivables. The value of some mortgage- or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Portfolio to a lower rate of return upon reinvestment of principal. The value of these securities may fluctuate in response to the market’s perception of the creditworthiness of the issuers. Additionally, although mortgages and mortgage-related securities are generally supported by some form of government or private guarantee and/or insurance, there is no assurance that private guarantors or insurers will meet their obligations.

In one type of SMBS, one class receives all of the interest from the mortgage assets (the interest-only or “IO” class), while the other class will receive all of the principal (the principal-only or “PO” class). Because principal will not be received at the maturity of an IO, adjustments are made to the book value of the security until maturity. These adjustments are netted against payments received for the IOs and the net amount is included in interest income on the Statement of Operations of the Portfolio. Payments received for POs are treated as reductions to the cost and par value of the securities. Details of mortgage-related and other asset-backed securities held by the Portfolio are included in the Portfolio’s Schedule of Investments.

The Portfolio may invest a significant portion of its assets in securities of issuers that hold mortgage and asset-backed securities and direct investments in securities backed by commercial and residential mortgage loans and other financial assets. The value and related income of these securities are sensitive to changes in economic conditions, including delinquencies and/or defaults, and may be negatively impacted by increased volatility of market prices and periods of illiquidity.

TBA Purchase & Forward Sale Commitments - The Portfolio may enter into TBA commitments to purchase or sell securities for a fixed price at a future date. TBA commitments are considered securities in themselves, and involve a risk of loss if the value of the security to be purchased or sold declines or increases prior to settlement date, which is in addition to the risk of decline in the value of the Portfolio’s other assets. TBA forward sale commitments are valued at the current market value of the underlying securities, according to the procedures described under “Investment Valuation and Fair Value Measurements”.

When-Issued and Delayed-Delivery Securities - The Portfolio may purchase securities on a when-issued or delayed-delivery basis. Settlement of such transactions normally occurs within a month or more after the purchase commitment is made. The Portfolio may purchase securities under such conditions only with the intention of actually acquiring them, but may enter into a separate agreement to sell the securities before the settlement date. Since the value of securities purchased may fluctuate prior to settlement, the Portfolio may be required to pay more at settlement than the security is worth. In addition, the purchaser is not entitled to any of the interest earned prior to settlement.

 

MSF-18


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

Upon making a commitment to purchase a security on a when-issued or delayed-delivery basis, the Portfolio will hold liquid assets in a segregated account with the Portfolio’s custodian, or set aside liquid assets in the Portfolio’s records, worth at least the equivalent of the amount due. The liquid assets will be monitored on a daily basis and adjusted as necessary to maintain the necessary value.

Repurchase Agreements - The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”), with selected commercial banks and broker-dealers, under which the Portfolio acquires securities as collateral and agrees to resell the securities at an agreed-upon time and at an agreed-upon price. The Portfolio, through the custodian or a subcustodian, under a tri-party repurchase agreement, receives delivery of the underlying securities collateralizing any repurchase agreements. It is the Portfolio’s policy that the market value of the collateral be equal to at least 100% of the repurchase price in the case of a repurchase agreement of one-day duration and equal to at least 102% of the repurchase price in the case of all other repurchase agreements. In the event of default or failure by a party to perform an obligation in connection with any repurchase transaction, the MRA gives the non-defaulting party the right to set-off claims and to apply property held by it in connection with any repurchase transaction against obligations owed to it.

At December 31, 2016, the Portfolio had direct investments in repurchase agreements with a gross value of $8,325,887. Additionally, the Portfolio invested cash collateral for loans of portfolio securities in repurchase agreements with a gross value of $ 15,379,537. The combined value of all repurchase agreements is included as part of investments at value on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at December 31, 2016.

Securities Lending - The Portfolio may lend its portfolio securities to certain qualified brokers who borrow securities in order to complete certain securities transactions. By lending its portfolio securities, the Portfolio attempts to increase its net investment income through the receipt of income on collateral held from securities on loan. Any gain or loss in the market price of the loaned securities that might occur and any interest earned or dividends declared during the term of the loan would accrue to the account of the Portfolio.

Effective September 8, 2016, the Trust has entered into a Non-Custodial Securities Lending Agreement with JPMorgan Chase Bank, N.A. (the “lending agent”). Prior to September 8, 2016, the Trust had entered into a Securities Lending Authorization Agreement with the custodian (the “prior lending agent”). Under each agreement, the lending agent is authorized to loan portfolio securities on the Portfolio’s behalf. In exchange, the Portfolio receives either cash or government securities as collateral against the loaned securities. The Portfolio receives collateral equal to at least 102% of the market value for loans secured by government securities or cash in the same currency as the loaned shares and 105% for all other loaned securities at each loan’s inception. Collateral representing at least 100% of the market value of the loaned securities is maintained for the duration of the loan. Any cash collateral received by the Portfolio is generally invested by the lending agent in short-term investments, which may include certificates of deposit, commercial paper, repurchase agreements, time deposits and money market funds. Cash collateral that was received by the prior lending agent had been generally invested in the State Street Navigator Securities Lending MET Portfolio (the “Navigator Portfolio”), a series of the State Street Navigator Securities Lending Trust that was a registered money market fund managed by an affiliate of the custodian. The market value of investments made with cash collateral received are disclosed in the Schedule of Investments and the valuation techniques are described in Note 2. If the market value of the collateral at the close of trading on a business day is less than 100% of the market value of the loaned securities at the close of trading on that day, the borrower is required to deliver, by the close of business on the following business day, an additional amount of collateral, so that the total amount of posted collateral is equal to at least 100% of the market value of all the loaned securities as of such preceding day. A portion of the income earned on the collateral is rebated to the borrower of the securities and the remainder is split between the lending agent and the Portfolio. On loans collateralized by government securities, a fee is received from the borrower and is allocated between the Portfolio and the lending agent.

Income received by the Portfolio in securities lending transactions during the year ended December 31, 2016 is reflected as securities lending income on the Statement of Operations. The values of any securities loaned by the Portfolio and the related collateral at December 31, 2016 are disclosed in the footnotes to the Schedule of Investments. The value of the related collateral received by the Portfolio exceeded the value of the securities out on loan at December 31, 2016.

The risks associated with lending portfolio securities include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the loaned securities, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. The lending agent shall indemnify the Portfolio in the case of default of any securities borrower, subject to the terms of the Non-Custodial Securities Lending Agreement.

 

MSF-19


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

The following table provides a breakdown of transactions accounted for as secured borrowings, the gross obligations by the type of collateral pledged, and the remaining contractual maturities of those transactions, which are accounted for as secured borrowings.

 

     Remaining Contractual Maturity of the Agreements
As of December 31, 2016
 
      Overnight and
Continuous
    Up to
30 Days
     31 - 90
Days
     Greater than
90 days
     Total  
Securities Lending Transactions              

Foreign Government

   $ (2,137,652   $      $      $      $ (2,137,652

U.S. Treasury & Government Agencies

     (13,241,885                          (13,241,885

Total

   $ (15,379,537   $      $      $      $ (15,379,537

Total Borrowings

   $ (15,379,537   $      $      $      $ (15,379,537

Gross amount of recognized liabilities for securities lending transactions

 

   $ (15,379,537
             

 

 

 

3. Investments in Derivative Instruments

Futures Contracts - The Portfolio may buy and sell futures contracts as a hedge, to maintain investment exposure to a target asset class or to enhance return. The Portfolio may be subject to fluctuations in equity prices, interest rates, commodity prices, and foreign currency exchange rates in the normal course of pursuing its investment objective. Futures contracts are standardized agreements to buy or sell a security, or deliver a final cash settlement price in connection with an index, interest rate, currency, or other asset. The Portfolio must deposit an amount (“initial margin”) equal to a certain percentage of the face value of the futures contract. The initial margin may be in the form of cash or securities, which is returned when the Portfolio’s obligations under the contract have been satisfied. If cash is deposited as the initial margin, it is shown as cash collateral on the Statement of Assets and Liabilities. Futures contracts are marked-to-market daily, and subsequent payments (“variation margin”) are made or received by the Portfolio depending on whether unrealized gains or losses are incurred. These amounts are reflected as receivables or payables on the Statement of Assets and Liabilities and as a component of net change in unrealized appreciation/depreciation on the Statement of Operations. When the contract is closed or expires, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Risks of entering into futures contracts (and related options) include the possibility that the market for these instruments may be illiquid and that a change in the value of the contract or option may not correlate perfectly with changes in the value of the underlying instrument. If futures contracts are exchange-traded, the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures contracts against default. For OTC futures, the Portfolio’s ability to terminate the positions may be more limited than in the case of exchange-traded positions and may also involve the risk that securities dealers participating in such transactions would fail to meet their obligations to the Portfolio.

The following table summarizes the fair value of derivatives held by the Portfolio at December 31, 2016 by category of risk exposure:

 

    

Asset Derivatives

    

Liability Derivatives

 

Risk Exposure

  

Statement of Assets &
Liabilities Location

   Fair Value     

Statement of Assets &
Liabilities Location

   Fair Value  
Interest Rate    Unrealized appreciation on futures contracts (a)    $ 101,563      Unrealized depreciation on futures contracts (a)    $ 11,376  
     

 

 

       

 

 

 

 

  (a) Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments. Only the current day’s variation margin is reported within the Statement of Assets and Liabilities.

The following tables summarize the effect of derivative instruments on the Statement of Operations, classified by derivative type and category of risk exposure, for the year ended December 31, 2016:

 

Statement of Operations Location—Net Realized Gain (Loss)

   Interest Rate  

Futures contracts

   $ (4,460,378
  

 

 

 

Statement of Operations Location—Net Change in Unrealized Appreciation (Depreciation)

   Interest Rate  

Futures contracts

   $ (336,001
  

 

 

 

 

MSF-20


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

For the year ended December 31, 2016, the average notional par or face amount outstanding for each derivative type was as follows:

 

Derivative Description

   Average
Notional Par or
Face Amount‡
 

Futures contracts long

   $ 17,475,000  

Futures contracts short

     (192,762,500

 

  Averages are based on activity levels during the year.

4. Certain Risks

In the normal course of business, the Portfolio invests in securities and enters into transactions where risks exist. Those risks include:

Market Risk: The value of securities held by the Portfolio may decline in response to certain events, including those directly involving the companies whose securities are owned by the Portfolio; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate, and price fluctuations.

Credit and Counterparty Risk: The Portfolio may be exposed to counterparty risk, or the risk that an entity with which the Portfolio has unsettled or open transactions may default. The potential loss could exceed the value of the financial assets and liabilities recorded in the financial statements. Financial assets that potentially expose the Portfolio to credit and counterparty risk consist principally of cash due from counterparties and investments. The Portfolio manages counterparty risk by entering into agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. The Portfolio’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment, and (iii) requiring collateral from the counterparty for certain transactions. In order to preserve certain safeguards for non-standard settlement trades, the Portfolio restricts its exposure to credit and counterparty losses by entering into master netting agreements (“Master Agreements”) with counterparties (approved brokers) with whom it undertakes a significant volume of transactions. Master Agreements govern the terms of certain transactions, and reduce the counterparty risk associated with relevant transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels.

Foreign Investment Risk: The investments by the Portfolio in foreign securities may involve risks not present in domestic investments. Because securities may be denominated in foreign currencies, may require settlement in foreign currencies and may pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Portfolio. Foreign investments may also subject the Portfolio to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which could affect the market and/or credit risk of the investments. In addition to the risks described above, risks may arise from forward foreign currency contracts with respect to the potential inability of counterparties to meet the terms of their contracts.

Repurchase and reverse repurchase agreements are primarily executed under Global Master Repurchase Agreements (“GMRAs”) or Master Repurchase Agreements (“MRAs”), which provide the rights to set-off. Each repurchase and reverse repurchase agreement is initially collateralized at the transaction level. In the event of default, the total market value exposure will be offset against collateral exchanged to date, which would result in a net receivable/(payable) that would be due from/to the counterparty.

Master Securities Forward Transaction Agreements (“MSFTA”) govern the considerations and factors surrounding the settlement of certain forward settling transactions, such as TBA securities and delayed-delivery or secured borrowings transactions by and between the Portfolio and select counterparties. The MSFTA maintain provisions for, among other things, initiation and confirmation, payment and transfer, events of default, termination, and maintenance of collateral.

Customer Account Agreements and related addenda govern cleared derivatives transactions such as futures, options on futures, and cleared OTC derivatives. Cleared derivative transactions require posting of initial margin as determined by each relevant clearing agency, which is segregated at a broker account registered with the Commodities Futures Trading Commission (“CFTC”), or the applicable regulator. In the U.S., counterparty risk is significantly reduced as creditors of the futures broker do not have claim to Portfolio assets in the segregated account. Additionally, portability of exposure in the event of default further reduces risk to the Portfolio. Variation margin, or changes in market value, are exchanged daily, but may not be netted between futures and cleared OTC derivatives.

Additional risks associated with each type of investment are described above within the respective security type notes. The Portfolio’s prospectus includes a discussion of the principal risks of investing in the Portfolio.

 

MSF-21


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

5. Investment Transactions

Aggregate cost of purchases and proceeds of sales of investment securities, including mortgage dollar roll and TBA transactions but excluding short-term securities, for the year ended December 31, 2016 were as follows:

 

Purchases

     Sales  

U.S. Government

   Non U.S. Government      U.S. Government      Non U.S. Government  
$4,742,699,913    $ 98,953,117      $ 4,776,423,012      $ 165,437,382  

Purchases and sales of mortgage dollar rolls and TBA transactions for the year ended December 31, 2016 were as follows:

 

Purchases

   Sales  
$2,922,251,307    $ 2,819,418,359  

6. Investment Management Fees and Other Transactions with Affiliates

Investment Management Agreement - MetLife Advisers is the investment adviser to the Portfolio. The Trust has entered into an investment management agreement with MetLife Advisers with respect to the Portfolio. For providing investment management services to the Portfolio, MetLife Advisers receives monthly compensation at the following annual rates:

 

Management
Fees earned by
MetLife Advisers
for the year ended
December 31, 2016

   % per annum     Average Daily Net Assets
$10,661,011      0.550   Of the first $500 million
     0.450   On amounts in excess of $500 million

MetLife Advisers has entered into an investment subadvisory agreement with respect to managing the Portfolio. Western Asset Management Company is compensated by MetLife Advisers to provide subadvisory services for the Portfolio.

Management Fee Waiver - Pursuant to a management fee waiver agreement, MetLife Advisers has agreed, for the period May 1, 2016 to April 30, 2017, to reduce its advisory fees set out above under “Investment Management Agreement” for each class of the Portfolio as follows:

 

% per annum     Average Daily Net Assets
  0.050   On amounts over $200 million and under $500 million
  0.010   On amounts over $1 billion and under $2 billion
  0.020   On amounts in excess of $2 billion

An identical agreement was in place for the period May 1, 2015 to April 30, 2016. Amounts waived for the year ended December 31, 2016 are shown as a management fee waiver in the Statement of Operations.

Certain officers and trustees of the Trust may also be officers of MetLife Advisers; however, such officers and trustees receive no compensation from the Trust.

Transfer Agency Agreement - MetLife serves as the transfer agent for the Trust. MetLife receives no fees for its services to the Trust under the transfer agency agreement.

Distribution and Service Fees - The Trust has a distribution agreement with MetLife Investors Distribution Company (“MIDC” or the “Distributor”) in which MIDC serves as the distributor for the Portfolio’s Class A, B and E Shares. MIDC is a wholly-owned subsidiary of MetLife Investors Group, LLC, an affiliate of the Adviser. The Trust has also adopted a Distribution and Service Plan under Rule 12b-1 of the 1940 Act for the Portfolio’s Class B and E Shares. Under the Distribution and Service Plan, the Class B and E Shares of the Portfolio pay a fee to compensate the Insurance Companies (or their affiliates) and other broker-dealers and financial intermediaries involved in the offer and sale of Portfolio shares for promoting or selling and servicing the Class B and E Shares. The fees under the Distribution and Service Plan for each class of the Portfolio’s shares are calculated as a percentage of the Portfolio’s average daily net assets that are attributable to that Class. Currently, the fee is 0.25% per year for Class B Shares and 0.15% per year for Class E Shares. Amounts incurred by the Portfolio for the year ended December 31, 2016 are shown as Distribution and service fees in the Statement of Operations.

Deferred Trustee Compensation - Each Trustee who is not currently an employee of the Adviser or any of its affiliates receives compensation from the Trust for his or her service to the Trust. A deferred compensation plan (the “Plan”) is available to the Trustees on a voluntary basis. Deferred amounts remain in the Trust until distributed in accordance with the provisions of the Plan. The value of

 

MSF-22


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Notes to Financial Statements—December 31, 2016—(Continued)

 

a participating Trustee’s deferral account is based on theoretical investments of deferred amounts on the normal payment dates in certain portfolios of the Trust or Met Investors Series Trust, an affiliate of the Trust, as designated by the participating Trustee. Changes in the value of participants’ deferral accounts are reflected as Trustees’ fees and expenses in the Statement of Operations. The portion of the accrued obligations allocated to the Portfolio under the Plan is reflected as Deferred trustees’ fees in the Statement of Assets and Liabilities.

7. Contractual Obligations

Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Trust. Additionally, the Trust has a variety of indemnification obligations under contracts with its service providers. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred.

8. Income Tax Information

The tax character of distributions paid for the years ended December 31, 2016 and 2015 were as follows:

 

Ordinary Income

     Long-Term Capital
Gain
     Total  

2016

   2015      2016      2015      2016      2015  
$57,870,631    $ 55,821,477      $      $      $ 57,870,631      $ 55,821,477  

As of December 31, 2016, the components of distributable earnings (accumulated losses) on a federal income tax basis were as follows:

 

Undistributed
Ordinary
Income

   Undistributed
Long-Term
Capital Gain
     Net
Unrealized
Depreciation
    Other
Accumulated
Capital Losses
    Total  
$56,925,902    $      $ (25,455,610   $ (85,940,884   $ (54,470,592

The Portfolio utilizes the provisions of the federal income tax laws that provide for the carryforward of capital losses for prior years, offsetting such losses against any future realized capital gains. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 22, 2010 may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for up to eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of December 31, 2016, the Portfolio had post-enactment short-term accumulated capital losses in the amount of $525,218 and post-enactment long-term accumulated capital losses in the amount of $85,415,666, and no pre-enactment accumulated capital loss carryforwards.

9. Recent Accounting Pronouncements

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Portfolio’s financial statements and related disclosures.

 

MSF-23


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Report of Independent Registered Public Accounting Firm

 

To the Shareholders of Western Asset Management U.S. Government Portfolio and the Board of Trustees of Metropolitan Series Fund:

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Western Asset Management U.S. Government Portfolio (one of the portfolios constituting the Metropolitan Series Fund) (the “Portfolio”) as of December 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Western Asset Management U.S. Government Portfolio of the Metropolitan Series Fund as of December 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 24, 2017

 

MSF-24


Metropolitan Series Fund

Trustees and Officers

 

MANAGEMENT OF THE TRUSTS

The Boards of Trustees (the “Board”) of Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF”, respectively, and collectively the “Trusts”) supervise the Trusts and are responsible for representing the interests of shareholders. The Trustees, the Chairman of the Board and the Chairmen of each subcommittee are the same for both Trusts. The Trustees of each Trust meet periodically throughout the year to oversee the Portfolios’ activities, reviewing, among other things, each Portfolio’s performance and its contractual arrangements with various service providers. The Trustees of each Trust elect the officers of the Trust, who are responsible for administering the Trust’s day-to-day operations.

Trustees and Officers

The Trustees and executive officers of the Trusts, as well as their ages and their principal occupations during the past five years, are set forth below. Unless otherwise indicated, the business address of each is c/o MetLife Funds, One Financial Center, Boston, Massachusetts 02111. Each Trustee who is deemed an “interested person,” as such term is defined in the 1940 Act, is referred to as an “Interested Trustee.” Those Trustees who are not “interested persons,” as such term is defined in the 1940 Act, are referred to as “Independent Trustees.” There is no limit to the term a Trustee may serve. Trustees serve until their death, resignation or removal in accordance with the MIST Trust’s and MSF Trust’s respective organizational documents and policies adopted by the Boards of the respective Trusts from time to time. Officers hold office at the pleasure of each Board and serve until their removal or resignation in accordance with the Trusts’ respective organizational documents and policies adopted by the Board of each Trust from time to time.

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Interested Trustee          
John Rosenthal* (56)   Trustee   Indefinite;
From May
2016
(MIST and
MSF) to
present
  Senior Managing Director and Head of Global Portfolio Management, MetLife, Inc.   75   None
Independent Trustees      
Dawn M. Vroegop (50)  

Trustee and

Chairman of the Board

  Indefinite;
From
December
2000
(MIST)/
May
2009
(MSF) to
present
as Trustee;
From May
2016
(MIST and
MSF) until
present as
Chairman
  Private Investor.   75   Trustee, Driehaus Mutual Funds.**
Stephen M. Alderman (57)   Trustee   Indefinite;
From
December
2000
(MIST)/
April
2012
(MSF) to
present
  Shareholder in the law firm of Garfield and Merel, Ltd.   75   None

 

MSF-25


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

 

Current
Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served

 

Principal Occupation(s) During the Past 5
Years(1)

 

Number of
Portfolios
in MetLife
Funds
Complex(2)
Overseen
by Trustee

 

Other Directorships Held
by Trustee During the
Past 5 Years(1)

Robert J. Boulware (60)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Managing Director, Pilgrim Funds, LLC (private equity fund).   75   Trustee, Vertical Capital Income Fund (closed-end fund);** Director, Gainsco, Inc. (auto insurance);** Trustee, SharesPost 100 Fund (closed-end fund).**
Susan C. Gause (64)   Trustee   Indefinite;
From
March
2008
(MIST)/
April
2012
(MSF) to
present
  Private Investor.   75   Trustee, HSBC Funds.**
Nancy Hawthorne (65)   Trustee   Indefinite;
From
May
2003
(MSF)/
April
2012
(MIST) to
present
  Partner, Hawthorne Financial Advisors, LLC (registered investment advisor); until June 2014, Chief Executive Officer, Clerestory LLC (corporate advisor).   75   Director and Chairman of the Board of Directors, THL Credit, Inc.;** Lead Director, Avid Technology, Inc.;** Director, CRA International, Inc.**
Barbara A. Nugent (60)   Trustee   Indefinite;
From
January
2014
(MIST
and MSF)
to present
  President, True North Board Governance, LLC (consulting); until December 2013, partner in the law firm of Stradley Ronon Stevens & Young, LLP.   75   None
Linda B. Strumpf (69)   Trustee   Indefinite;
From
May
2000
(MSF)/
April
2012
(MIST) to
present
  Chair of the Investment Committee, Leona M. and Harry B. Helmsley Charitable Trust; until June 2011, Chief Investment Officer, Leona M. and Harry B. Helmsley Charitable Trust.   75   None

Executive Officers

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Kristi Slavin (43)    President and Chief Executive Officer, of MIST and MSF    From
May
2016
(MIST
and
MSF) to
present
   President, MetLife Advisers, LLC (May 2016-present); Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.; Vice President, MIST and MSF (2015-2016).

 

MSF-26


Metropolitan Series Fund

Trustees and Officers—(Continued)

 

Name and Age

  

Position(s)
Held with
Registrant

  

Length of
Time Served

  

Principal Occupation(s)
During the Past 5 Years(1)

Peter H. Duffy (61)    Chief Financial Officer and Treasurer, of MIST and MSF    From
November
2000
(MSF)/
May
2012
(MIST) to
present
   Senior Vice President, MetLife Advisers, LLC; Vice President, MetLife, Inc.
Andrew L. Gangolf (62)    Secretary, of MIST and MSF    From May
2011
(MIST and
MSF) to
present
   Senior Vice President, MetLife Advisers, LLC; until 2011, Senior Vice President & Assistant General Counsel, AllianceBernstein Investments, Inc.
Steven E. Hartstein (53)    Chief Compliance Officer (“CCO”), of MIST and MSF    From
February
2014
(MIST and
MSF) to
present
   Vice President, MetLife, Inc. (2013- present); Senior Vice President and CCO, MetLife Advisers, LLC; Executive Director, Morgan Stanley (2009-2013); CCO, Consulting Group Capital Markets Funds (2006-2013).
Alan C. Leland (64)    Vice President, of MIST and MSF    From
February
2005
(MSF)/
May
2012
(MIST) to
present
   Treasurer and Chief Financial Officer, MetLife Advisers, LLC; Vice President, MetLife, Inc.

 

* Mr. Rosenthal is an “interested person” of the Trusts because of his position with MetLife, Inc., the current parent company of MetLife Advisers, LLC.
** Indicates a directorship with a registered investment company or a company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(1) Previous positions during the past five years with the Trusts, MetLife, Inc. or the Manager are omitted if not materially different.
(2) The Fund Complex includes 45 MIST Portfolios and 30 MSF Portfolios.

 

MSF-27


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements

 

At an in-person meeting held on November 15-16, 2016 (the “November Meeting”), the Boards of Trustees (the “Board”) of the Met Investors Series Trust and Metropolitan Series Fund (“MIST” and “MSF,” respectively, and collectively, the “Trusts”), including a majority of the Trustees who are not “interested persons” of the Trusts (the “Independent Trustees”) under the Investment Company Act of 1940 (the “1940 Act”), approved the continuation of the Trusts’ advisory agreements (each, an “Advisory Agreement”) with MetLife Advisers, LLC (the “Adviser”) and the applicable sub-advisory agreements (each a “Sub-Advisory Agreement,” and collectively with the Advisory Agreement, the “Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser,” and collectively, the “Sub-Advisers”) for the series of the Trusts (each a “Portfolio,” and collectively, the “Portfolios”).

In reaching that decision, the Board reviewed a variety of materials provided for the specific purpose of the annual contract renewal process. In addition, various materials provided to and discussed with the Board throughout the year also informed the Board’s decision to renew the Agreements. That information for each Portfolio included, but was not limited to, investment performance reports, along with periodic reports on various expenses, shareholder services, legal and compliance matters, asset pricing, brokerage commissions and trade execution. The Board also recognized the pending separation of the Adviser from its parent company, MetLife, Inc., as a consideration in their deliberations with respect to the Agreements.

The Board met in person with personnel of the Adviser on September 27, 2016 for the specific purpose of giving preliminary consideration to the proposed continuation of the Agreements (the “September Meeting”) through the review by the Adviser with the Board of the performance and fees experienced by each Portfolio, as well as other information. In considering the Agreements, the Independent Trustees were advised by independent legal counsel throughout the contract renewal process, and met with independent legal counsel in several executive sessions outside of the presence of management.

Information furnished and reviewed specifically in connection with the renewal process included, but was not limited to, a report for each Portfolio prepared by Broadridge (“Broadridge”), an independent organization, and a Portfolio-by-Portfolio profitability analysis prepared by the Adviser. In addition, the Independent Trustees received and reviewed a report prepared by JDL Consultants, LLC (“JDL”), an independent consultant to the Independent Trustees (“JDL Report”), which examined the comparative fees, expenses and performance of each Portfolio, based upon the Broadridge reports. Also, the Board reviewed the responses to wide-ranging questions relating to the business, operations and performance of the Adviser and the Sub-Advisers that the Adviser and Sub-Advisers had prepared specifically for the renewal process.

At the November Meeting, the Board, including a majority of the Independent Trustees, concluded that the nature, extent and quality of services provided by the Adviser and each Sub-Adviser supported the renewal of the Agreements. The Board also concluded that the investment performance of each Portfolio was such that each Agreement should continue, and that the fees paid by a Portfolio to the Adviser appeared to be reasonable in light of the nature, extent and quality of the services provided by the Adviser and Sub-Adviser. Further, the Board concluded that the Adviser’s profitability in providing services under the Advisory Agreements did not appear unreasonably high in light of the nature, extent and quality of the services provided by the Adviser. Finally, the Board concluded that the investment advisory fees paid by the Portfolios in some measure shared economies of scale with contract holders. In approving the renewal of each of the Agreements, the Board, including the Independent Trustees, gave attention to all of the information that was furnished. The Board evaluated the information available to it on a Portfolio-by-Portfolio basis, and its decision was made separately with respect to each Portfolio. The following discusses some of the primary factors that generally were relevant to the Board’s decision. The Board did not identify any single factor as controlling, and the Trustees generally attributed different weights to various factors for the various Portfolios.

Nature, extent and quality of services. The Board evaluated the nature, extent and quality of the services that the Adviser, and the Sub-Advisers as relevant, have provided to the Portfolios. The Board considered the Adviser’s services as investment manager to the Portfolios, including its services relating to the oversight of the Sub-Advisers and their investment management activities, trading practices, financial condition, relevant personnel matters and compliance programs, among other things. The Adviser’s services in coordinating and overseeing the activities of the Trusts’ other service providers were also considered. The Board considered information received from the Trusts’ Chief Compliance Officer (“CCO”) regarding the Portfolios’ compliance policies and procedures that were established pursuant to Rule 38a-l under the 1940 Act. In addition, throughout the year, the Board considered the expertise, experience and performance of the personnel of the Adviser who performed the various services that are mentioned above.

The Board also noted that the Adviser’s investment, compliance and legal staff conduct regular, periodic, telephonic and in-person meetings with the Sub-Advisers to review and assess the services that are provided to the Portfolios, and that personnel of the Adviser prepare and present reports to the Independent Trustees regarding those meetings.

 

MSF-28


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

With respect to the services provided by each of the Sub-Advisers, the Board considered a variety of information that the Adviser and each Sub-Adviser provided. The Board considered each Sub-Adviser’s investment process and philosophy, and the investment performance experienced by the Portfolio (as described in more detail below). The Board took into account that each Sub-Adviser’s responsibilities include the development and maintenance of an investment program for the applicable Portfolio that is consistent with the Portfolio’s investment objectives, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. In particular, the Board considered, among other things, the Sub-Adviser’s current level of staffing as well as its compensation program and its overall resources. The Board reviewed each Sub-Adviser’s history and investment experience, as well as information provided regarding the qualifications, background and responsibilities of the Sub-Adviser’s investment and compliance personnel who provide services to the Portfolios. The Board also considered, among other things, the Sub-Adviser’s compliance program and regulatory and disciplinary history. In its review, the Board also took into account information regarding any services and/or payments provided to the Adviser by the Sub-Advisers in connection with marketing activities.

Performance. The Board placed emphasis on the performance of the Portfolios in light of, among other things, its importance to contract holders. The Board considered the Adviser’s quarterly reviews with the Board of detailed information about each Portfolio’s investment strategies and performance results and composition, including discussions regarding the relevant effect of current market conditions. The Board reviewed and considered the reports prepared by Broadridge, which provided a statistical analysis comparing the Portfolios’ investment performance to that of comparable funds underlying variable insurance products (the “Performance Universe”). The Independent Trustees also met separately with a representative of JDL during the September Meeting to review the JDL Report. The Board also compared the performance records of certain Portfolios to those of comparable funds that were managed by the relevant Sub-Adviser. At the November Meeting, the Board considered each Portfolio’s performance for periods subsequent to the performance period covered by the Broadridge reports, and the Adviser’s discussion of the same, including the effect of current market conditions on each Portfolio’s more recent performance.

The Board focused particular attention on Portfolios with less favorable performance records. The Board noted the Adviser’s focus on each Sub-Adviser’s performance and that the Adviser has been active in monitoring and responding to any performance issues with respect to the Portfolios.

Fees and Expenses. The Board gave consideration to the level and method of computing the fees payable under the Agreements. The Board considered the Broadridge report for each of the Portfolios, which included comparisons for each Portfolio of its contractual management and sub-adviser fees (at current and various asset levels), and total expenses, with those of its peers, including as those peers were divided into a broad group of peer funds (“Expense Universe”), a narrower group of peer funds (“Expense Group”), a broad group of peer sub-advised funds (“Sub-advised Expense Universe”), and a narrower group of peer sub-advised funds (“Sub-advised Expense Group”). Broadridge selected the peer funds which were similarly situated funds underlying variable insurance products deemed to be comparable to the Portfolios. The Independent Trustees, with the assistance of JDL, also examined the JDL Report. The Board compared the fee payable to a Sub-Adviser by the Adviser with respect to the Portfolio to the fee payable to the Sub-Adviser by other comparable funds and accounts, to the extent such information was available.

The Board noted that the sub-advisory fees for the Portfolios are paid by the Adviser out of the advisory fee, and that, in the case of an unaffiliated Sub-Adviser, the Adviser negotiates the fee at arm’s length. The Board also considered that the Adviser had entered into expense limitation or management fee waiver agreements with certain of the Portfolios pursuant to which the Adviser had agreed to waive a portion of its advisory fee and/or reimburse certain expenses as a means of limiting a Portfolio’s total annual operating expenses.

Profitability. The Board examined the profitability of the Adviser on a Portfolio-by-Portfolio basis. The Board also considered that an affiliate of the Adviser, MetLife Investors Distribution Company, serves as distributor for the Trusts, and, as such, receives Rule 12b-1 payments to support the distribution of the Portfolios. The Board considered the profitability to the Sub-Advisers and their affiliates as a result of their relationships with the Portfolios, to the extent available, and the Board considered the ability of the Adviser to negotiate with an unaffiliated Sub-Adviser at arm’s length. In reviewing the profitability analyses, the Board recognized that expense allocation methodologies are inherently subjective and various expense allocation methodologies may be reasonable while producing different results.

Economies of scale. The Board also considered each Portfolio’s fees in light of its size. The Board noted the fee schedules for the Portfolios that contain breakpoints that reduce the fee rate above specified asset levels. The Board noted those Portfolios that did not contain breakpoints in the advisory fee and took into account management’s discussion of the same. The Board noted that those Portfolios with advisory fee schedules containing breakpoints generally reflect the inclusion of breakpoints in the sub-advisory fee

 

MSF-29


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Board of Trustees’ Consideration of Advisory and Sub-Advisory Agreements—(Continued)

 

schedule for such Portfolios. The Board considered the effective fees under the Advisory Agreement and Sub-Advisory Agreement for each Portfolio as a percentage of assets at different asset levels and possible economies of scale that may be realized if the assets of the Portfolio grow. The Board examined, among other data, the effect of a Portfolio’s growth in size, and reduction in size, on various fee schedules and the Board reviewed the Broadridge and JDL Reports, which compared fees among peers. The Board also generally noted that if a Portfolio’s assets increase over time, the Portfolio may realize other economies of scale if assets increase proportionally more than certain other fixed expenses.

Other factors. The Board considered other benefits that may be realized by the Adviser and its affiliates from their relationship with the Trusts. Among them, the Board recognized that MetLife Investors Distribution Company, as the distributor for the Trusts, receives payments pursuant to Rule 12b-1 from the Portfolios to compensate for the provision of shareholder services and distribution activities, which could lead to growth in the Trusts’ assets and corresponding benefits from such growth, including economies of scale. The Board considered other benefits that may be realized by each Sub-Adviser and its affiliates from their relationship with the Trusts, including the opportunity to provide advisory services to additional portfolios of the Trusts and reputational benefits. In conjunction with these considerations, the Board noted the ongoing commitment of the Adviser to the Portfolios.

The Board considered possible conflicts of interest in the form of material benefits or detriments to the Trusts resulting from the nature of the Trusts’ and the Adviser’s or the Sub-Advisers’ affiliations and the services that are provided to the Trusts, and the manner in which such conflicts were mitigated.

* * *

Western Asset Management U.S. Government Portfolio. The Board also considered the following information in relation to the Agreements with the Adviser and Western Asset Management Company regarding the Portfolio:

Among other data relating specifically to the Portfolio’s performance, the Board considered that the Portfolio underperformed the median of its Performance Universe and its Lipper Index for the one-, three-, and five-year periods ended June 30, 2016. The Board further considered that the Portfolio outperformed its benchmark, the Barclays U.S. Intermediate Government Bond Index, for the one-, three-, and five-year periods ended October 31, 2016. The Board also noted that the Portfolio underperformed its blended benchmark for the same periods.

The Board also considered that the Portfolio’s actual management fees and total expenses (exclusive of 12b 1 fees) were below the Expense Group median, Expense Universe median, and Sub-advised Expense Universe median. The Board further noted that the Portfolio’s contractual management fees were above the asset-weighted average of certain comparable funds at the Portfolio’s current size. The Board also noted that the Portfolio’s contractual sub-advisory fees were below the averages of the Sub-advised Expense Group and the Sub-advised Expense Universe at the Portfolio’s current size.

 

MSF-30


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Board of Trustees’ Consideration of New Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved a new advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements”) between the Trusts, on behalf of a Portfolio, and the Adviser, to be effective upon the termination of the Current Advisory Agreements in connection with the Separation, and recommended that the shareholders of the Trusts approve the New Advisory Agreements. The Board took those actions after consideration of and deliberation over information concerning the Separation, including with respect to the degree to which the Separation would affect the provision of investment advisory services to the Trusts. Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Advisory Agreements and in considering the Separation, the Board considered the nature, quality and extent of the services that are currently provided by the Adviser under the Current Advisory Agreements as well as the services to be provided under the New Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Advisory Agreements, which culminated at the November Meeting. In approving the New Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Adviser to each Portfolio. Appendix A and Appendix B contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Advisory Agreements.

A substantial portion of the Board’s review of the New Advisory Agreements focused on the Separation, including the potential effect of the implementation of the Separation on the operations, personnel, organizational structure, capitalization, and financial and other resources of the Adviser. After being informed by the Adviser in January 2016 of the possibility of the Separation, the Board and its Committees discussed the Separation and its possible effects on the Trusts with personnel of the Adviser and the anticipated senior management at Brighthouse during the course of the Board’s or Committee’s regularly scheduled, in-person, quarterly meetings.

Between August and November 2016, the Board and the Independent Trustees engaged in an extensive review and analysis of the Separation and how the Separation related to the Adviser and the Trusts and how it could affect the services provided to the Trusts. This analysis focused on, among other matters, the assurances from Brighthouse’s anticipated leadership as to its expectations for the continuity and stability of the Adviser’s personnel throughout implementation of the Separation and for the foreseeable future thereafter. The Board considered that the Separation is being implemented as a result of MetLife’s determination to divest itself of a substantial portion of its U.S. retail business (of which the Adviser forms a portion). The Board also considered that it has been satisfied as a general matter with the nature and quality of the services that the Adviser provides to the Portfolios, including investment advisory, administrative, legal, compliance, and support services, and that it would be in the Portfolios’ best interests to maintain continuity and stability in the services that are currently being provided. The Board carefully considered the anticipated future plans of Brighthouse related to capitalization and operational matters for Brighthouse and the Adviser, as well as the importance of the Adviser to the businesses of Brighthouse after the Separation.

Among other steps in its review process, which accelerated on October 5, 2016 when Brighthouse filed its Form 10 with the SEC, the following actions were taken and considered by or on behalf of the Board:

1. The Independent Trustees solicited and received ongoing advice regarding the legal duties of the Independent Trustees from Stradley Ronon Stevens & Young LLP (“Stradley Ronon”), legal counsel for the Independent Trustees, which law firm has extensive experience regarding such matters.

2. Following the August 16-17, 2016 Board and Committee quarterly meetings, the Independent Trustees established an ad hoc group of Independent Trustees (the “Working Group”) to help oversee, coordinate, and conduct due diligence activities with respect to the Separation. The Working Group regularly reported on the due diligence activities to the other Independent Trustees.

3. Since January 2016, the Board posed ongoing inquiries to, and received regular updates from, the Adviser and anticipated senior management at Brighthouse at either in-person meetings dedicated to the status of the Separation or during the course of the Board or Committee’s regular quarterly meetings. The Board considered, among other matters, relevant legal guidance and the processes followed by certain other investment company boards of directors or trustees when they approved contracts in connection with change in control events, while recognizing the unique circumstances of the Separation.

 

MSF-31


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

4. The Board received and reviewed the Form 10 of Brighthouse that contained extensive information relating to, among other matters, Brighthouse’s anticipated business plans and financial structure. The Board also received and reviewed reports from rating agencies with respect to Brighthouse.

5. Stradley Ronon retained Barrington Partners (“Barrington”), an independent consulting firm with a specific focus on the asset management industry and experience relating to business operations such as those to be conducted by Brighthouse, including its proposed subsidiary, the Adviser, in order to help Stradley Ronon evaluate the Separation based on the Form 10 and other materials and related information provided by the Adviser and its affiliates. Barrington conducted a series of in-person and telephonic meetings with anticipated senior management at Brighthouse (i.e., the aforementioned anticipated officers of Brighthouse and others) and with personnel of the Adviser who provide services to the Trusts. Stradley Ronon, with the assistance of Barrington, evaluated the information and advised the Independent Trustees with respect to, among other matters, details of Brighthouse’s anticipated business plan to understand the implications of the Separation to the Adviser and its personnel. The Independent Trustees and the Working Group attended certain in-person and telephonic conference call meetings at which Barrington rendered advice to Stradley Ronon regarding these matters and responded to questions.

6. The Independent Trustees requested and participated in in-person meetings with anticipated senior management personnel at Brighthouse, including its President and Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Chief Operating Officer, and Chief Investment Officer. The Independent Trustees also met with personnel of the Adviser.

7. The Independent Trustees, with the assistance of Stradley Ronon, prepared written inquiries to the Adviser and its affiliates regarding the Separation, and received written assurances from the Adviser and its affiliates that they have no plans to make any material changes affecting the personnel of the Adviser (including those personnel who provide investment, administrative, legal and compliance services) and the Adviser and its affiliates will not initiate such changes without prior notice to and discussion with the Board.

8. The Board considered representations by the Adviser and its affiliates that approval of the New Advisory Agreements would be necessary for the Portfolios to continue receiving investment advisory services from the Adviser following the change in control.

9. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Advisory Agreements, including the fees payable thereunder, are substantially identical to the terms of the corresponding Current Advisory Agreements.

10. The Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that: (1) the Adviser can be expected to provide services of the same nature, extent, and quality under the New Advisory Agreements and as are provided thereby under the Current Advisory Agreements; and (2) the Separation is not expected to result in any changes to (i) the management of the Portfolios, or (ii) the investment objective of or the principal investment strategies used to manage any of the Portfolios.

11. The Board considered the ability of the Adviser and its affiliates to retain the employment of key personnel, as well as the overall positive indications by many such personnel regarding the opportunities presented by the Separation.

12. The Board considered that the Adviser and its affiliates have agreed to bear all expenses associated with obtaining shareholder approval of the New Advisory Agreements.

13. The Board considered Brighthouse’s preliminary “branding” plans regarding the future name of its operations.

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

15. The Board considered MetLife’s stated intention of divesting its ownership interest in the Adviser through the Separation, including the potential advantages and disadvantages of this divestiture to shareholders of the Portfolios. The Board considered the likelihood that the Adviser would retain its key personnel after the Separation. The Board considered that the garnering of new assets into the Trusts is based on sales of variable annuity and variable life insurance products, which sales have declined in prior years as a result of, among other things, the capital requirements of MetLife. The Board considered the representations of the anticipated senior management of Brighthouse that the Separation provides the Trusts with an opportunity for the garnering of new assets as Brighthouse will likely sell such products going forward. The Board considered also that the divestiture would result in a change in the manner in

 

MSF-32


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Board of Trustees’ Consideration of New Advisory Agreements—(Continued)

 

which the Trusts access certain services and resources of MetLife (after the Separation those services will be provided through a transition services agreement), the loss of affiliation with the MetLife name brand, and the possible going forward need of the Trusts to hire a transfer agent, as such transfer agency services are currently provided to the Trusts for no fee.

16. The Board considered that, if shareholders approve the New Advisory Agreements, the Board and the Adviser will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on a regular basis the ability of the Adviser and its affiliates to comply with their undertakings to the Board and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Advisory Agreements without penalty upon 60 days’ notice.

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

In the event that approval of the New Advisory Agreements by shareholders of the Portfolios has not been obtained before the termination of the Current Advisory Agreements as a result of the change in control of the Adviser, the Board also approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) on behalf of each Portfolio that will go into effect upon the termination of the Current Advisory Agreements. The Board’s determination to approve each Interim Advisory Agreement was based on the same information and considerations as the Board’s approval of the New Advisory Agreements so as to ensure continuity of advisory services from the Adviser to the Portfolios following the termination of the Current Advisory Agreements.

 

MSF-33


Metropolitan Series Fund

Western Asset Management U.S. Government Portfolio

Board of Trustees’ Consideration of New Sub-Advisory Agreements

 

The separation (the “Separation”) of MetLife Advisers, LLC (the “Adviser”), the investment adviser to each of the series (each a “Portfolio,” and collectively, the “Portfolios”) of Met Investors Series Trust and Metropolitan Series Fund (collectively, the “Trusts”), from its parent company, MetLife, Inc. (“MetLife”), to a separate retail business, Brighthouse Financial, Inc. (“Brighthouse”), is expected to result in a change in control of the Adviser, and therefore an “assignment” of each Portfolio’s current advisory agreement and, as a result, the automatic termination of the sub-advisory agreement (each a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory Agreements”) between the Adviser and the investment sub-advisers (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). At the November 15-16, 2016 meeting (“November Meeting”) of the Board of Trustees of the Trusts (the “Board”), the Board, including a majority of the Trustees who are not “interested persons,” as defined in the Investment Company Act of 1940, of any Portfolio (the “Independent Trustees”), approved new sub-advisory agreements (each a “New Sub-Advisory Agreement” and collectively, the “New Sub-Advisory Agreements”). Information about the Board’s considerations and process is set forth below.

In determining whether to approve the New Sub-Advisory Agreements, the Board considered the nature, quality and extent of the services that are currently provided by the Sub-Advisers under the Current Sub-Advisory Agreements as well as the services to be provided under the New Sub-Advisory Agreements. The Board’s review was conducted as part of, and in conjunction with, the Board’s annual review of the Current Sub-Advisory Agreements, which culminated at the November Meeting. In approving the New Sub-Advisory Agreements, the Board considered its conclusions with respect to its approvals of the Current Sub-Advisory Agreements, including the Board’s general satisfaction with the nature, extent and quality of services being provided by the Sub-Advisers to the Portfolios, as applicable. Appendix A contains a further description of the process followed, information reviewed and the material factors considered by the Board in approving the continuation of the Current Sub-Advisory Agreements.

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

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

2. The Board considered representations by the Adviser and its affiliates that approval of the New Sub-Advisory Agreements would be necessary for the Portfolios to continue receiving sub-advisory services from the Sub-Advisers following the change in control of the Adviser.

3. The Board considered representations by the Adviser, as well as related supporting documentation, indicating that the New Sub-Advisory Agreements, including the fees payable thereunder, are the same as the terms of the corresponding Current Sub-Advisory Agreements.

4. The Board considered the advice provided by Ropes & Gray, LLP, legal counsel to the Trusts and the Adviser, with respect to the New Sub-Advisory Agreements and regarding the Board’s role and responsibilities with respect to the Separation.

5. The Board considered that the Adviser and the Sub-Advisers will conduct their annual contract review process in November 2017. Thus, the Board emphasized that it would be able to, and intends to, monitor on an ongoing basis the ability of the Sub-Advisers to comply with its undertakings to the Board and the Adviser and to monitor on an ongoing basis the quality of services to, and expenses of, the Portfolios. In addition, the Board considered that, under the New Sub-Advisory Agreements, it will continue to have the authority, should the need arise in its view, to terminate any of the New Sub-Advisory Agreements without penalty upon no more than 60 days’ notice.

Based on the foregoing and other relevant considerations, at the November Meeting, the Board, including a majority of the Independent Trustees, voted to approve the New Sub-Advisory Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Sub-Advisory Agreements, including fee rates, were fair and reasonable.

 

MSF-34


Item 2. Code of Ethics.

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions (the “Code of Ethics”). During the period covered by this report, no material amendments were made to the provisions of the Code of Ethics, nor did the registrant grant any waivers, including any implicit waivers, from any provision of the Code of Ethics.

 

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Trustees has determined that the registrant has at least one “audit committee financial expert” (as defined in Item 3 of Form N-CSR) serving on its audit committee. Susan C. Gause, Nancy Hawthorne, Linda B. Strumpf, and Dawn M. Vroegop have each been determined to be an “audit committee financial expert” and each is “independent” (as each term is defined in Item 3 of Form N-CSR).

 

Item 4. Principal Accountant Fees and Services.

Information provided in response to Item 4 includes amounts billed during the applicable time period for services rendered by Deloitte & Touche LLP (“Deloitte”), the registrant’s principal accountant.

(a) Audit Fees

The aggregate fees billed for professional services rendered by Deloitte for the audit of the registrant’s annual financial statements and for services that are normally provided by Deloitte in connection with statutory and regulatory filings for the fiscal years ended December 31, 2015 and December 31, 2016 were $1,292,323 and $1,364,001, respectively.

(b) Audit-Related Fees

During the fiscal years ended December 31, 2015 and December 31, 2016, Deloitte billed $11,538 and $0, respectively, for assurance and related services that relate directly to the operations and financial reporting of the registrant, the registrant’s investment adviser or any other entity controlling, controlled by, or under common control with the registrant’s investment adviser that provides ongoing services to the registrant. Represent fees for services rendered to the registrant related to agreed upon procedures for the registrant’s deferred trustee compensation plan for fiscal year ended December 31, 2016.

(c) Tax Fees

The aggregate fees billed for professional services rendered by Deloitte for tax compliance, tax advice and tax planning in the form of preparation of excise filings and income tax returns for the fiscal years ended December 31, 2015 and December 31, 2016 were $185,920 and $191,095,

 

3


respectively. Represent fees for services rendered to the registrant for review of tax returns for the year end December 31, 2015 and for the fiscal year end December 31, 2016.

During the fiscal years ended December 31, 2015 and December 31, 2016, no fees for tax compliance, tax advice or tax planning services that relate directly to the operations and financial reporting of the registrant were billed by Deloitte to the registrant’s investment adviser or any other entity controlling, controlled by, or under common control with the registrant’s investment adviser that provides ongoing services to the registrant.

(d) All Other Fees

The registrant was not billed for any other products or services provided by Deloitte for the fiscal years ended December 31, 2015 and December 31, 2016 other than the services reported in paragraphs (a) through (c) above.

During the fiscal years ended December 31, 2015 and December 31, 2016, no fees for other products or services that relate directly to the operations and financial reporting of the registrant, other than the services reported in paragraphs (a) through (c) above, were billed by Deloitte to the registrant’s investment adviser or any other entity controlling, controlled by, or under common control with the registrant’s investment adviser that provides ongoing services to the registrant.

(e)(1) The registrant’s Audit Committee has established pre-approval procedures pursuant to paragraph (c)(7)(i)(B) of Rule 2-01 of Regulation S-X, which include regular pre-approval procedures and interim pre-approval procedures. Under the regular pre-approval procedures, the Audit Committee pre-approves at its regularly scheduled meetings audit and non-audit services that are required to be pre-approved under paragraph (c)(7) of Rule 2-01 of Regulation S-X. Under the interim pre-approval procedures, any member of the Audit Committee who is an independent Trustee is authorized to pre-approve proposed services that arise between regularly scheduled Audit Committee meetings and that need to commence prior to the next regularly scheduled Audit Committee meeting. Such Audit Committee member must report to the Audit Committee at its next regularly scheduled meeting on the pre-approval decision.

(2) Not applicable.

(f) Not applicable.

(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and adviser affiliates that provide ongoing services to the registrant for 2015 and 2016 were $0 and $175,414, respectively.

(h) The Audit Committee of the registrant’s Board of Trustees considered the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common

 

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control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X and concluded that such services are compatible with maintaining the principal accountant’s independence.

 

Item 5. Audit Committee of Listed Registrants.

Not applicable.

 

Item 6. Investments.

(a) Schedule of Investments is included as a part of the report to shareholders included under Item 1 of this Form N-CSR.

(b) Not applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

 

Item 10. Submission of Matters to a Vote of Security Holders.

The registrant does not have procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees.

 

Item 11. Controls and Procedures.

(a) The President and Treasurer of the registrant have concluded, based on their evaluation of the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) as of a date within 90 days of the filing date of this report on Form N-CSR, that the design and operation of such procedures provide reasonable assurance that information required to be disclosed by the registrant in this report on Form N-CSR is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) There were no significant changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s

 

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second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Exhibits

(a)(1) Code of Ethics is attached hereto.

(a)(2) The certifications required by Rule 30a-2(a) under the 1940 Act are attached hereto.

(a)(3) Not applicable.

(b) The certifications required by Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

METROPOLITAN SERIES FUND
By:   /s/ Kristi Slavin
 

Kristi Slavin

President and Chief Executive Officer

Date: March 3, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:   /s/ Kristi Slavin
  Kristi Slavin
  President and Chief Executive Officer
Date: March 3, 2017

 

By:   /s/ Peter H. Duffy
  Peter H. Duffy
  Chief Financial Officer and Treasurer
Date: March 3, 2017

 

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