Form 485APOS METROPOLITAN LIFE INSURA

Article

July 2, 2026 8:44 AM EDT

E-mail

As filed with the Securities and Exchange Commission on July 2, 2026

Registration Number 333-209461

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


Pre-Effective Amendment No.	☐
Post-Effective Amendment No. 1	☒

Metropolitan Life Insurance Company
(Exact Name of Insurance Company)

200 Park Avenue, New York, New York 10166
(Address of Insurance Company's Principal Executive Offices) (zip code)

(212) 578-9500
(Insurance Company's Telephone Number, including Area Code)

Monica Curtis
Executive Vice President and Chief Legal Officer
Metropolitan Life Insurance Company
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)

COPIES TO:

Heather Harker, Esq.
Metropolitan Life Insurance Company
200 Park Avenue
New York, New York 10166

Approximate Date of Proposed Public Offering: September 18, 2026

It is proposed that this filing will become effective (check appropriate box):

☐	immediately upon filing pursuant to paragraph (b)
☐	on (date) pursuant to paragraph (b)
☐	60 days after filing pursuant to paragraph (a)(1)
☒	on September 18, 2026 pursuant to paragraph (a)(1) of Rule 485 under the Securities Act of 1933 (“Securities Act”).

If appropriate, check the following box:
☐	this post-effective amendment designates a new effective date for a previously filed post-effective amendment

Check each box that appropriately characterizes the Registrant:
☐	New Registrant (as applicable, a Registered Separate Account or Insurance Company that has not filed a Securities Act registration statement or amendment thereto within 3 years preceding this filing)
☐	Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”))
☐	If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act
☐	Insurance Company relying on Rule 12h-7 under the Exchange Act
☐	Smaller reporting company (as defined by Rule 12b-2 under the Exchange Act)

[Date] 2026

MetLife Shield Level SelectorSM Annuity

MetLife Shield Level SelectorSM Annuity is an individual single-premium deferred index-linked annuity contract (the “Contract”) issued by Metropolitan Life Insurance Company (“MLIC,” “we,” “our,” or “us”). This means that additional purchase payments will not be accepted. The Contract is no longer available for new sales and all Contracts previously sold were sold only in the State of New York.

This Contract is available for use in connection with non-qualified plans, Traditional IRAs, and Roth IRAs. MLIC is located at 200 Park Avenue, New York, NY 10166-0188. The telephone number is 800-363-8496. MetLife Investors Distribution Company, 200 Park Avenue, New York, NY 10166, is the principal underwriter and distributor of the Contracts.

Please read the prospectus carefully before investing and keep it for future reference. This prospectus includes important information including a description of all material features, rights and obligations of the Contract. MLIC’s obligations under the Contract are subject to our financial strength and claims-paying ability. The investment options (Allocation Options) under the Contract include (1) the various Shield Options which credit positive, negative, or zero interest based on the performance of an underlying index, and provide certain protections in that MLIC will absorb specified levels of negative index returns; and (2) the Fixed Account which guarantees principal and interest. For more information about the types of Allocation Options available under the Contract, please see Appendix A – Investment Options Available Under the Contract.

The currently offered Shield Options provide that we will absorb losses at least equal to 10%, 15%, and 25%. Under these Shield Options, the maximum amount of loss you could experience due to negative index performance at the end of a Term, after taking into account these levels of protection, would be: 90% for 10% downside protection; 85% for 15% downside protection; and 75% for 25% downside protection. We do not guarantee that there will always be a Shield Option under the Contract that provides this minimum amount of downside protection; however, there will always be at least one Shield Option available with a minimum of [ ]% downside protection. In return for downside protection, we limit positive index gains for the Shield Options.

Each Shield Option also has a Rate Crediting Type (the Cap Rate or Step Rate), which are the ways in which we calculate any positive interest credited based on the performance of the underlying Index. We limit the amount you can earn on a Shield Option through the Rate Crediting Type. The Minimum Guaranteed Cap Rate for your Contract is the amount shown in your Contract Schedule but will not be less than 1%. The Minimum Guaranteed Step Rate for your Contract is the amount shown on your Contract Schedule but will not be less than 1.

The Contract is a complex investment. Investment in the Contract involves investment risks, including potential loss of principal. You should not buy this Contract if you are not willing to assume these investment risks.

The Contract is not a short-term investment and is not appropriate for an investor who needs ready access to cash. The Contract permits ongoing withdrawals from the Shield Options prior to the Term End Date. However, the Contract may not continue to be appropriate for you if you plan to take withdrawals from a Shield Option prior to the Term End Date, especially if you plan to take ongoing withdrawals such as required minimum distributions or withdrawals under the systematic withdrawal program. Withdrawals (including required minimum distributions (“RMDs”) and systematic withdrawals) and Surrenders may be subject to income taxes and income tax penalties if taken before age 59 1∕2, and, if taken from the Shield Options before the end of a Term, may be based on an Interim Value calculation. A negative Interim Value could result in loss beyond the protection of the Shield Rate. In extreme circumstances, you could lose up to 100% of the value of the Shield Option if you make a withdrawal or Surrender from the Shield Options before the Term End Date. If you do intend to take ongoing withdrawals under the Contract, particularly from a Shield Option during the Term, you should consult with a financial professional about whether the Contract continues to be appropriate for you.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved these securities or the adequacy of this prospectus. Any representation to the contrary is a criminal offense. Mutual funds, annuities and insurance products are not deposits of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation (the “FDIC”) or any other government agency. You may lose money invested in the Contract.

Additional information about certain investment products, including registered index-linked annuities, has been prepared by the SEC’s staff and is available at Investor.gov.

The principal underwriter of the Contract is MetLife Investors Distribution Company ("MLIDC").

TABLE OF CONTENTS

IMPORTANT TERMS YOU SHOULD KNOW	4
OVERVIEW OF THE CONTRACT	9
IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE CONTRACT	13
FEES	17
PRINCIPAL RISKS OF INVESTING IN THE CONTRACT	17
METLIFE	23
THE SEPARATE ACCOUNT	23
THE ANNUITY CONTRACT	24
Replacement of Contracts	25
Exchanges	25
PURCHASE	25
Allocation of the Purchase Payment	25
SHIELD OPTIONS	25
TERM	27
Term Start Date	27
Term End Date	27
INDICES	28
Discontinuation or Substantial Change to an Index	29
Index Value	29
Index Performance	29
Index Examples	30
SHIELD RATES	33
RATE CREDITING TYPES	34
Cap Rate	34
Step Rate	35
Rate Crediting Type Considerations	35
ADDITION OR DISCONTINUANCE OF A SHIELD OPTION	35
ACCOUNT VALUE	36
INVESTMENT AMOUNT	36
CALCULATING YOUR INVESTMENT AMOUNT ON A TERM END DATE	36
CHARGES, FEES, AND ADJUSTMENTS	41
Interim Value Calculation	41
Withdrawal Charge	43
Premium and Other Taxes	43
Income Taxes	43
WITHDRAWAL PROVISIONS	43
TRANSFERS	49
BENEFITS AVAILABLE UNDER THE CONTRACT	51
DEATH BENEFIT	52
General Death Benefit Provisions	53
Controlled Payout	54
Death of Owner During the Accumulation Period	54
Death of Annuitant During the Accumulation Period	54
Death Benefit Options	54
ANNUITY PAYMENTS (THE ANNUITY PERIOD)	56

Annuity Date	56
Maturity Date	56
Annuity Payments	56
Annuity Options	57
Death of Owner During the Annuity Period	58
Withdrawals	59
Changes to Your Deferred Annuity	59
Qualified Annuity Contracts	60
LEGAL PROCEEDINGS	75
OWNERSHIP PROVISIONS	75
THE FIXED ACCOUNT	77
RESTRICTIONS ON FINANCIAL TRANSACTIONS	78
REQUESTS AND ELECTIONS	78
CONFIRMING TRANSACTIONS	79
APPENDIX A: INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT	A-1
APPENDIX B: INDEX PUBLISHERS	B-1
APPENDIX C: INDEX SUBSTITUTION INVESTMENT AMOUNT EXAMPLE	C-1
APPENDIX D: RETURN OF PREMIUM DEATH BENEFIT EXAMPLE	D-1
APPENDIX E: THE FIXED ACCOUNT	E-1

IMPORTANT TERMS YOU SHOULD KNOW

In this prospectus, the following capitalized terms have the indicated meanings:

Account Value. The total of the Fixed Account Value and the value of the Shield Option(s) under the Contract during the Accumulation Period.

Accrued Cap Rate. The portion of the Cap Rate that has accrued from the Term Start Date to any day within the Term. This is the maximum Index Performance that may be applied in calculating the Interim Value on any day prior to the Term End Date if Index Performance is greater than zero. The Accrued Cap Rate is equal to the Cap Rate multiplied by the number of days elapsed since the Term Start Date, divided by the total number of days in the Term.

Accrued Shield Rate. The portion of the Shield Rate that has accrued from the Term Start Date to any day within the Term. This is the amount that will be applied in calculating the Interim Value on any day prior to the Term End Date if Index Performance is less than zero. The Accrued Shield Rate is equal to the Shield Rate multiplied by the number of days elapsed since the Term Start Date, divided by the total number of days in the Term.

Accumulation Period. The period prior to the Annuity Date.

Allocation Option. Includes the Shield Option(s) and the Fixed Account.

Annuitant. The natural person(s) listed on the Contract Schedule on whose life Annuity Payments are based. Any reference to Annuitant will also include any Joint Annuitant under an Annuity Option.

Annuity Date. A date on which you choose to begin receiving Annuity Payments. If we agree, you may change the Annuity Date, subject to certain requirements. If you do not choose an Annuity Date, the Annuity Date will be the Annuity Date indicated on the Contract Schedule.

Annuity Service Office. The office indicated on the latest correspondence to which Notices and requests must be sent, or as otherwise changed by notification from us.

Beneficiary. The person(s) or entity(ies) you name to receive a death benefit payable under the Contract upon the death of the Owner or a Joint Owner, or in certain circumstances, an Annuitant.

Business Day. Our “business day” is generally any day the New York Stock Exchange (NYSE) is open for regular trading. For purposes of receipt of Notice for administrative requests and transactions, a Business Day ends at the earlier of 4:00 PM Eastern Time or when the NYSE closes. If the SEC determines the existence of emergency conditions on any day, and consequently, the NYSE does not open, then that day is not a Business Day.

Cap Rate. The maximum rate that may be credited at the Term End Date based on Index Performance. The Cap Rate may vary between Shield Options and unless you have a Shield Option with a 1-year Term, is not an annual rate.

Code. The Internal Revenue Code of 1986, as amended, and all related laws and regulations, which are in effect during the term of the Contract.

Commodity Index. An Index based on the performance of commodities.

Contract. The legal agreement between you and MLIC. It contains relevant provisions of your deferred annuity.

Contract Anniversary. An anniversary of the Issue Date of the Contract.

Contract Schedule. The schedule attached to your Contract.

Contract Year. A one-year period starting on the Issue Date and on each Contract Anniversary thereafter.

Death Benefit Amount. For the standard death benefit, the Account Value, and for the optional Return of Premium death benefit, the greater of the Account Value and your Purchase Payment (reduced proportionately by the percentage reduction in Account Value of the Shield Option(s) and the Fixed Account for each partial withdrawal) determined as of the end of the Business Day on which we have received Notice of due proof of death and an acceptable election for the payment method.

Fixed Account. An account that consists of all of the assets under the Contract other than those in the Separate Account. You may allocate your Purchase Payment to the Fixed Account, and you may make a transfer into or out of the Fixed Account. The Fixed Account is part of the General Account assets of MLIC.

Fixed Account Term (Interest Rate Term). The length of time over which the current Fixed Account interest rate is guaranteed. No Fixed Account Term Interest Rate Term) will extend beyond the Annuity Date. The minimum Fixed Account Term (Interest Rate Term) depends on the date your Contract is issued but will not be less than one (1) year.

Fixed Account Term End Date (Interest Rate Term End Date). The Contract Anniversary on which a Fixed Account Term (Interest Rate Term) ends.

Fixed Account Term Start Date (Interest Rate Term Start Date). The Contract Anniversary on which a Fixed Account Term (Interest Rate Term) is established. If chosen at issue, the initial Fixed Account Term Start Date (Interest Rate Term Start Date) begins on the Issue Date or otherwise it will begin on the first Contract Anniversary on which you allocate to the Fixed Account.

Fixed Account Value. The initial Fixed Account Value is the amount of your Purchase Payment initially allocated to the Fixed Account. Thereafter, the Fixed Account Value equals: (a) the initial Fixed Account Value or the Fixed Account Value on the most recent Contract Anniversary, including any transfers, whichever is applicable; plus (b) any interest credited by us; less (c) the amount of any withdrawals; and less (d) any Premium Tax or other taxes, if applicable.

General Account. Comprised of MLIC’s assets, other than assets in any separate accounts it may maintain.

Good Order. A request or transaction generally is considered in “Good Order” if it complies with our administrative procedures and the required information is complete and accurate. A request or transaction may be rejected or delayed if not in Good Order. Good Order generally means the actual receipt by us of the instructions relating to the requested transaction in writing (or, when permitted, by telephone and internet) along with all forms, information and supporting legal documentation necessary to effect the transaction. This information and documentation generally includes to the extent applicable to the transaction: your contract number; the transaction amount (in dollars or percentage terms); the names and allocations to and/or from the Shield Options, or the Fixed Account if applicable, affected by the requested transaction; the signatures of all Contract Owners (exactly as indicated on the contract), if necessary; Social Security Number or Tax I.D.; and any other information or supporting documentation that we may require, including any spousal or Joint Owner’s consents.

We may, in our sole discretion, determine whether any particular transaction request is in Good Order, and we reserve the right to change or waive any Good Order requirement at any time. If you have any questions, you should contact us or your financial professional before submitting the form or request.

Income Payments. A series of payments made by us during the Annuity Period, which we guarantee as to dollar amount.

Income Period. A period starting on the Annuity Date during which Annuity Payments are payable.

Index (Indices). The underlying index associated with a Shield Option which is used to determine the Index Performance on a Term End Date. We currently offer Shield Options with indices based on the performance of securities and commodities. In the future we may offer Shield Options based on other types of Indices. We may also add other indices at our discretion.

Interim Value. For each Shield Option, Interim Value is the value we assign on any Business Day other than the Term Start Date and the Term End Date. During the Transfer Period, the Interim Value of each Shield Option is equal to the Investment Amount at the Term End Date in that Shield Option. After the Transfer Period, the Interim Value is a calculated value (as described in the “Interim Value Calculation” section) and is the amount that is available for annuitization, death benefits, withdrawals and Surrenders.

Investment Amount. The Investment Amount, for any Shield Option, is the amount that is allocated to the Shield Option at the Term Start Date, reduced proportionately for any withdrawals at the time of such withdrawals by the same percentage that the withdrawal reduces the Interim Value attributable to that Shield Option, and then, at Term End Date, adjusted by the Performance Rate. The remaining Investment Amount after a withdrawal will be used as the new Investment Amount for the Term until the Term End Date or the next Interim Value calculation for that Shield Option.

Issue Date. The date the Contract is issued.

Joint Annuitant. If there is more than one Annuitant, each Annuitant will be a Joint Annuitant of the Contract.

Joint Owner. If there is more than one Owner, each Owner will be a Joint Owner of the Contract. Joint Owners are limited to natural persons.

Maturity Date. The Maturity Date is the Contract Anniversary after the oldest Owner’s 90th birthday or 10 years from the date we issue your Contract, whichever is later. The Contract will be annuitized at the Maturity Date.

Minimum Account Value. $2,000. If your Account Value falls below the Minimum Account Value as a result of a withdrawal we will treat the withdrawal request as a request for a full withdrawal.

MLIC (“we,” “us,” “our”). Metropolitan Life Insurance Company.

Minimum Guaranteed Cap Rate . The actual Minimum Guaranteed Cap Rate for your Contract is the amount shown on your Contract Schedule but will not be less than 1%.

Minimum Guaranteed Interest Rate. The current Minimum Guaranteed Interest Rate will not be less than 1%. This interest rate is guaranteed to be a rate not less than the minimum interest rate allowed by state law — see Appendix E. The actual Minimum Guaranteed Interest Rate for your Contract is the amount shown in the Fixed Account Rider attached to your Contract and applies only to amounts in the Fixed Account.

Minimum Guaranteed Step Rate. The actual Minimum Guaranteed Step Rate for your Contract is the amount shown on your Contract Schedule but will not be less than 1%.

Minimum Partial Withdrawal Amount. $500.

Notice. Any form of communication providing information we need, either in a signed writing or another manner that we approve in advance. All Notices to us must be sent to our Annuity Service Office and received in Good Order. To be effective for a Business Day, a Notice must be received in Good Order prior to the end of that Business Day.

NYSE. New York Stock Exchange.

Owner (you, yours). The person(s) entitled to the ownership rights under the Contract. Subject to our administrative procedures, we may also permit ownership by a corporation (a type of non-natural person) or certain other legal entities. If Joint Owners are named, all references to Owner shall mean Joint Owners. Joint Owners must be natural persons.

Performance Rate. The rate credited at the Term End Date and is based on the Index Performance, adjusted for the applicable Shield Rate and Rate Crediting Type. The Performance Rate represents a percentage that can be positive, zero or negative. At the Term End Date, any increase or reduction in the Investment Amount in a particular Shield Option is determined by multiplying the Performance Rate by the Investment Amount of the Shield Option on the last day of the Term.

Performance Rate Adjustment. The adjustment made to the Investment Amount for each Shield Option on the Term End Date. The Performance Rate Adjustment represents a dollar amount that can be positive, zero or negative. When the Performance Rate Adjustment is positive we may also refer to this adjustment as “earnings.” When the Performance Rate Adjustment is negative we may also refer to this adjustment as “losses.”

Premium Tax. The amount of tax, if any, charged by the state or municipality.

Purchase Payment. The amount paid to us under the Contract as consideration for the benefits it provides. Purchase Payments are no longer accepted.

Rate Crediting Type. Either the Cap Rate or the Step Rate.

RMD. Required Minimum Distribution.

SEC. Securities and Exchange Commission.

Securities Indices. Indices based on the performance of securities and in one case, commodities.

Separate Account. The separate account is MLIC Separate Account SII.

Shield 10. The Contract provides downside protection through the Shield 10, which is a Shield Rate where negative Index Performance of up to 10% of your Investment Amount is absorbed by us at the Term End Date, which would leave you to absorb any remaining negative Index Performance of up to 90% of your Investment Amount.

Shield 15. The Contract provides downside protection through the Shield 15, which is a Shield Rate where negative Index Performance of up to 15% of your Investment Amount is absorbed by us at the Term End Date, which would leave you to absorb any remaining negative Index Performance of up to 85% of your Investment Amount.

Shield 25. The Contract provides downside protection through the Shield 25, which is a Shield Rate where negative Index Performance of up to 25% of your Investment Amount is absorbed by us at the Term End Date, which would leave you to absorb any remaining negative Index Performance of up to 75% of your Investment Amount.

Shield Rate. A limited buffer where we absorb part of any negative Index Performance at the Term End Date. Any negative Index Performance beyond the Shield Rate will reduce the Investment Amount associated with the Shield Option. The Shield Rate may vary between Shield Options and, unless you have a Shield Option with a 1-year Term, is not an annual rate. We currently offer the following Shield Rates: Shield 10, Shield 15, and Shield 25.

Shield Option. You may transfer your Investment Amount to one or more of the available Shield Options. Each Shield Option offered through this Contract has an associated Term, Index, Shield Rate either a Cap Rate or Step Rate.

Step Rate. The rate credited at the Term End Date if the Index Performance is equal to or greater than zero. The Step Rate may vary between Shield Options and, unless you have a Shield Option with a 1-year Term, is not an annual rate.

Surrender. A full withdrawal of your Account Value.

Term. The Term is the number of years that the Shield Option is in effect. We currently offer Terms of 1 year, 2 years, 3 years or 6 years. The initial Term(s) began on the Issue Date.

Term End Date. The Contract Anniversary on which a Shield Option ends.

Term Start Date. The Contract Anniversary on which a Shield Option is established. The initial Term Start Date(s) began on the Issue Date, and thereafter, will be the Contract Anniversary coinciding with the duration of the current Term you have selected.

Transfer Period . The five (5) calendar days following the Contract Anniversary coinciding with the Term End Date for each applicable Shield Option and/or the Fixed Account Term End Date (Interest Rate Term End Date) for the Fixed Account, during the Accumulation Period.

Withdrawal Charge. A charge that may have been applied to the percentage of the amount withdrawn from your Account Value in a Contract Year. The Withdrawal Charge was applicable for the first six complete Contract Years after the Issue Date. All contracts were issued at least six complete Contract Years ago and the Withdrawal Charge is therefore no longer applicable to any Contracts.

OVERVIEW OF THE CONTRACT

About the Contract

The MetLife Shield Selector AnnuitySM Annuity is an individual single premium deferred index-linked annuity contract (the “Contract”) issued by MLIC, that provides for the potential accumulation of retirement savings on a tax-deferred basis through investment in the Contract’s Allocation Options, which include the Shield Options and the Fixed Account. The Contract is designed generally for an investor who intends to hold the Contract for a long period of time and then use the Account Value for retirement savings or other long-term investment purposes, and also includes a death benefit which can be used to transfer assets to your beneficiaries. If you plan to take withdrawals from a Shield Option prior to the Term End Date, especially if you plan to take ongoing withdrawals such as RMDs and withdrawals taken under the systematic withdrawal program. You should consult with a financial professional about whether the Contract continues to be appropriate for you.

The Contract is not available for new sales. The Contract was only available in New York state.

Phases of the Contract

The Contract, like all deferred annuity contracts, has two periods: the Accumulation Period and the Annuity Period.

Accumulation Period

During the Accumulation Period, Account Value accumulates on a tax-deferred basis and is taxed as income when you make a withdrawal. Withdrawals depending on the amount and timing, may negatively impact the benefits and guarantees provided by your Contract. You should carefully consider whether a withdrawal under a particular circumstance will have any negative impact to your benefits or guarantees.

To help you accumulate assets during the Accumulation Period, you can invest your Account Value in the Allocation Options under the Contract, which are (1) the Fixed Account and (2) the Shield Options. Additional information about each investment option is provided in Appendix A to this prospectus.

The Fixed Account. The Fixed Account guarantees principal and interest. The Minimum Guaranteed Interest Rate depends on the date your Contract is issued and will not be less than 1% annually. Unless you allocate your entire Purchase Payment and earnings to the Fixed Account, you may lose money by investing in the Contract.

The Shield Options. We currently offer Shield Options based on Indices. Each Shield Option has a Term of 1, 3, or 6 years in length. The various Shield Options permit Owners to receive interest (positive, negative or zero) at the end of each Term based on the percentage returns of certain Securities Indices. You could lose a significant amount of money if the Index declines in value. The Shield Options offer guarantees against a specified level of negative interest — guarantees we call “Shield Rates.” We use the Shield Rates to limit the negative Index Performance used in calculating the interest rate credited to a Shield Option at the Term End Date (the “Performance Rate”). The protections specified by the Shield Rate and the level of positive investment experience that can be credited to the Account Value allowed or specified by the applicable Rate Crediting Type are only fully available for the amounts held until the end of the Term. We currently offer Shield Rates of 10% (“Shield 10”), 15% (“Shield 15”), or 25% (“Shield 25”).

The Shield Rate is a limited buffer where we absorb any negative Index Performance on the Term End Date up to the Shield Rate. Any negative Index Performance beyond the Shield Rate will reduce the Investment Amount

associated with the Shield Option. For example, -15% Index Performance with a 10% Shield Rate will result in a -5% Performance Rate (the amount of negative Index Performance that exceeds the Shield Rate), meaning that we will reduce the Investment Amount associated with the Shield Option by -5%.

We do not guarantee that there will always be a Shield Option under the Contract that provides this minimum amount of downside protection; however, there will always be at least one Shield Option available. Consequently, if we were to offer only one Shield Option, you would be limited to investing in that one Shield Option. If that Shield Option does not meet your investment objectives or financial goals, you could transfer to the Fixed Account subject to applicable conditions described in the “Transfers” section, including the requirement to remain invested in the Fixed Account until the Fixed Account Term End Date), Surrender your Contract and/or invest in another investment vehicle. If you Surrender your Contract, you might incur taxes, tax penalties, or an Interim Value calculation. If you invest in another investment vehicle, that investment may have different features, fees and risks than your Contract.

Each Shield Option also has a Rate Crediting Type. The Cap Rate and Step Rate (each, a “Rate Crediting Type”) are the ways we offer that you can potentially receive positive interest based on the performance of an Index. We limit the positive Index Performance used in calculating the interest credited to a Shield Option at the Term End Date through the applicable Rate Crediting Type. Positive interest may be credited up to the specified Cap Rate or equal to the specified Step Rate.

The Cap Rate is the maximum rate that may be credited at the Term End Date based on Index Performance. For example, if you invest in a Shield Option with a 10% Cap Rate, and the Index Performance is 15% at the end of the Term, the Performance Rate will be 10% (the Index Performance up to the Cap Rate), meaning that we will increase the Investment Amount associated with the Shield Option by 10%.

The Step Rate is the rate credited at the Term End Date if the Index Performance is equal to or greater than zero. For example, if you invest in a Shield Option with an 8% Step Rate, and the Index Performance is 15% at the end of the Term, the Performance Rate will be 8% (the Step Rate), meaning that we will increase the Investment Amount associated with the Shield Option by 8%.

Shield Options with a Cap Rate or a Step Rate are described your Contract.

New Cap Rates and Step Rates are declared for each subsequent Term, subject to the minimum guaranteed rates for each Rate Crediting Type. The Minimum Guaranteed Cap Rate for your Contract is the amount shown, but will not be less than 1% for Shield Options with a 1-Year term, 3% for Shield Options with a 3-Year term and 6% for Shield Options with a 6-Year term.

The Minimum Guaranteed Step Rate for your Contract is the amount shown, but will not be less than 1% for Shield Options with a 1-Year term and 3% for Shield Options with a 3-Year term.

There are two ways you may find out what the renewal Cap Rates and Step Rates will be for a subsequent Term. Thirty (30) days before the current Term expires, we will send you a notification, written or electronic depending on your selected preferences, indicating your maturing Shield Options and how you can obtain the different Shield Options available at the Term End Date, including the new Cap Rates and Step Rates, and the interest rate for the Fixed Account. You may also access our website at https://www.metlife.com/variable-products-resources/shield-annuities/ where at least two months of renewal rates for the Rate Crediting Types and the interest rate for the Fixed Account are posted – i.e., for the current month and the following month. See “Rate Crediting Types” for more information.

For each Shield Option, you select the Term, the Shield Rate and which Securities Index you want the performance of your Contract to be based on. For example, if you select Shield 10 with a 1-Year Term, you may also select the Rate Crediting Type you want your Contract performance based on availability.

Annuity Period

The Annuity Period occurs when you or a designated payee begin receiving regular Annuity Payments from your Contract. You may withdraw a portion or all of your Account Value at any time until you commence the Annuity Period, subject to, if applicable, any taxes, as well as an Interim Value calculation if amounts are removed from the Shield Option during a Term. All benefits, including death benefits, terminate without value at the start of the Annuity Period. In addition, once the Annuity Period begins, you generally may no longer take withdrawals from or Surrender the Contract. Depending on the annuity option you elect, any remaining guarantee may be paid to your beneficiary (or beneficiaries).

The following is a brief description of the Contract’s primary features.

Accessing Your Money. Before you annuitize, you can withdraw money from your Contract at any time. If you take a withdrawal (including systematic withdrawals), you may have to pay income taxes, including a tax penalty if you are younger than age 59 1∕2. Withdrawals from the Shield Options prior to the Term End Date will be based on an Interim Value calculation.

Tax Treatment. You can transfer money among the Allocation Options without tax implications (although transfer amounts are based on Interim Values), and earnings (if any) on your investments are generally tax-deferred. You are only subject to taxes upon: (1) making a withdrawal; (2) receiving a payment from us; or (3) payment of a death benefit.

Death Benefit. The Contract includes, at no additional cost, a standard death benefit that will pay a death benefit to your beneficiary(ies) if you die during the Accumulation Period.

Annuity Options. Like all annuity contracts the Contract offers a range of annuity options, which provide Annuity Payments for your lifetime.

Additional Services and Features

Systematic Withdrawal Program. You may elect the Systematic Withdrawal Program to provide automated processing of amounts withdrawn from your Contract, subject to program terms. For automated processing of Required Minimum Distribution (RMD) amounts withdrawn from an IRA Contract or qualified annuity Contract, you may elect this program in any Contract Year. However, for automated processing of amounts withdrawn for purposes other than RMDs, you may elect this program after the first Contract Year for up to 10% of your Account Value as of the prior Contract Anniversary. We do not assess a charge for this program. Each withdrawal under the program, if taken from the Shield Options during a Term, will be based on Interim Values, and will cause a proportionate reduction to the Investment Amount for each Shield Option.

Electronic Delivery. As a Contract Owner, you may elect to receive electronic delivery of current prospectuses related to this Contract, as well as other Contract related documents.

Contract Adjustment

You could lose a significant amount of money due to the Interim Value calculation if amounts are removed from a Shield Option or from the Contract. The Interim Value is the amount that is available for annuitization, death benefit payments, withdrawals (including RMDs and systematic withdrawals), and Surrenders.

IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE CONTRACT

	FEES, EXPENSES AND ADJUSTMENTS	LOCATION IN PROSPECTUS
Are There Charges or Adjustments for Early Withdrawals?	Yes. If all or a portion of the Account Value is removed from a Shield Option or from the Contract before the end of a Term, we will apply an Interim Value calculation, which may be negative. In extreme circumstances, you could lose up to 100% of the value of your Shield Option if you make a withdrawal, Surrender, or otherwise remove amounts from the Shield Options before the Term End Date due to a negative Interim Value. For example, if you allocate $100,000 to a Shield Option with a 3-year Term, and later withdraw the entire amount before the Term has ended, you could lose up to $100,000 of your investment. This loss will be greater if you also have to pay taxes, and tax penalties. Between the Term Start Date and the Term End Date, we use the Interim Value to calculate the amount that is available for (1) annuitization; (2) death benefits; (3) withdrawals (including RMDs and systematic withdrawals); and (4) Surrenders.	Fee Table Charges, Fees, and Adjustments Interim Value Calculation
Are there Transaction Charges?	No.	Fees
Are there Ongoing Fees and Expenses?	Yes. There is an implicit ongoing fee on the Shield Options to the extent that your participation in Index gains is limited by us through the use of certain Rate Crediting Types (Cap Rate and Step Rate). This means that your returns may be lower than the Index’s returns. In return for accepting this limit on Index gains, you will receive some protection from Index losses.	Fees
	RISKS	LOCATION IN PROSPECTUS
Is there a Risk of Loss from Poor Performance?	Yes. You can lose money by investing in the Contract. The currently offered Shield Options provide that we will absorb losses at least equal to 10%, 15%, and 25%. Under these Shield Options, the maximum amount of loss you could experience due to negative Index Performance at the end of a Term, after taking into account these levels of protection, would be: 90% for 10% downside protection; 85% for 15% downside protection; and 75% for 25% downside protection. We do not guarantee that there will always be a Shield Option under the Contract that provides this minimum amount of downside protection; however, there will always be at least one Shield Option available with a minimum of [ ]% downside protection.	Principal Risks of Investing in the Contract, Shield Rates

	RISKS	LOCATION IN PROSPECTUS
Is this a Short-Term Investment?	No. The Contract is not a short-term investment and is not appropriate for an investor who needs ready access to cash. The Contract’s tax deferral and long- term income features are generally more beneficial to investors who intend to hold the Contract for a long period of time and then use the Account Value for retirement savings or other long-term investment purposes. Amounts withdrawn from the Contract may result in taxes and tax penalties. Amounts removed from a Shield Option or from the Contract before the end of a Term may also result in a negative Interim Value and proportional reduction to the Investment Amount associated with the Shield Option, as well as loss of positive Index Performance. Withdrawals (including RMDs and systematic withdrawals) will reduce your Account Value and the death benefit, perhaps significantly. The reduction may be more than the amount withdrawn. Withdrawals from the Shield Options during a Term will reduce the Investment Amount associated with the Shield Option by the same proportion that the Interim Value of that Shield Option is reduced by the withdrawal. The proportionate reduction could be greater than the amount withdrawn even if the Index Value has increased. Reductions to the Investment Amount will reduce the Interim Value for that Shield Option for the remainder of the Term, and, as a result, the positive interest, if any, credited to the remaining Investment Amount on the Term End Date will be less than if you had not taken a withdrawal. During the Accumulation Period you may transfer your Account Value to or from the Fixed Account and to or from the Shield Option(s). Transfers may be made according to your instructions only during the Transfer Period following the Term End Date. See "Transfers." If you do not provide transfer instructions during the Transfer Period following the Term End Date, the following procedures will apply: ●The Investment Account allocated to the Shield Option that has reached its Term End Date will automatically be renewed into the same Shield Option for a new Term, subject to the new Cap Rate or Step Rate, as applicable, declared for that Term. ●If the same Shield Option is no longer available for investment at the Term End Date, the Investment Amount in that Shield Option will automatically be transferred to the Fixed Account at the Term End Date, subject to the new interest rate declared for that Fixed Account Term.	Principal Risks of Investing in the Contract

	RISKS	LOCATION IN PROSPECTUS
What are the Risks Associated with the Investment Options?	An investment in the Contract is subject to the risk of poor investment performance and can vary depending on the performance of the Allocation Options available under the Contract (e.g., the Shield Options). Each Allocation Option (including the Fixed Account) will have its own unique risks. You should review the available Allocation Options before making an investment decision. The Cap Rate and Step Rate will limit positive Index returns (e.g., limited upside). This may result in you earning less than the Index return. For example: ●Cap Rate. If the Index Performance is 15%, and the Cap Rate is 10%, we will credit a 10% Performance Rate at the end of the Term. ●Step Rate. If the Index Performance is 15%, and the Step Rate is 8%, we will credit an 8% Performance Rate at the end of the Term. ●The Shield Rate, as applicable, will limit the negative Index returns (e.g., limited protection in the case of market decline). For example, if the Index Performance is -25%, and you invest in a Shield Option with a 10% Shield Rate, we will credit a -15% Performance Rate at the end of the Term (the amount of negative Index Performance that exceeds the Shield Rate). Each Index is a “price return index,” not a “total return index,” and therefore does not reflect dividends declared by any of the companies in the Index. This will reduce the Index Performance and will cause the Index to underperform a direct investment in the securities composing the Index.	Principal Risks of Investing in the Contract, Indices Rate Crediting, Indices Rate Crediting, Shield Rate Types, The Fixed Account
What are the Risks Related to the Insurance Company?	An investment in the Contract is subject to the risks related to the Company. Any obligations (including under any Fixed Account and Shield Options), guarantees, or benefits are subject to our claims-paying ability. More information about us, including our applicable financial strength ratings, is available upon request by contacting us at https://www.metlife.com/about-us/ corporate-profile/ratings/.	Principal Risks of Investing in the Contract

	RESTRICTIONS	LOCATION IN PROSPECTUS
Are there Restrictions on the Investment Options?	Yes. Limits on transfers. Transfers may only be made during the Accumulation Period, and only to or from the Fixed Account and to or from the Shield Option(s). Transfers among the Fixed Account and the Shield Options may only be made during the Transfer Period at the end of each Term. The minimum transfer amount is $500. We can add or discontinue any Shield Option. We are not obligated to offer any one particular Shield Option, but after your Contract is issued, there will always be one Shield Option available, although it may not be substantially similar to any one of the currently available Shield Options. We have the right to substitute a comparable index prior to the Term End Date if any Index is discontinued or we determine that our use of such Index should be discontinued because we are no longer licensed to use the Index, the method of calculation of the Index Value is substantially changed, or if Index Values become unavailable for any reason. We may change Cap Rates and/or Step Rates declared for the Shield Options from one Term to the next, subject to the minimum guaranteed rates. Each Shield Option’s Shield Rate is guaranteed not to change for the life of the currently offered Shield Options. However, we may add or discontinue any Shield Option, so the Shield Rates offered under the Contract may change from one Term to the next. We may change the interest rate for the Fixed Account declared from one Fixed Account Term to the next, subject to the Minimum Guaranteed Interest rate applicable to any Contract, which will not be less than 1%. The Contract is a single premium product. Additional Purchase Payments will not be accepted.	Principal Risks of Investing in the Contract Purchase, Shield Options, Addition or Discontinuance, Transfers, The Fixed Account
Are There any Restrictions on Contract Benefits?	Yes. Subject to certain conditions, Contract benefits may be modified or terminated by the Company. All withdrawals (including RMDs and systematic withdrawals) will reduce the death benefit. Such reductions may be significant and may be more than the amount of the withdrawal and may even terminate the benefit.	Principal Risks of Investing in the Contract, Death Benefit
	TAXES	LOCATION IN PROSPECTUS
What are the Contract’s Tax Implications?	You should consult with a tax professional to determine the tax implications of an investment in and Purchase Payments received under the Contract. There is no additional tax benefit to you if the Contract is purchased through a tax-qualified plan or individual retirement account (IRA). Withdrawals will be subject to ordinary income tax and may be subject to tax penalties.	Principal Risks of Investing in the Contract, Federal Tax Considerations
	CONFLICTS OF INTEREST	LOCATION IN PROSPECTUS
How are Financial Professionals Compensated?	Your financial professional may have received compensation for selling this Contract to you in the form of commissions, additional cash benefits (e.g., bonuses), and non-cash compensation.	Distribution of the Contracts

	CONFLICTS OF INTEREST	LOCATION IN PROSPECTUS
Should I Exchange My Contract?	If you already own an insurance contract, some financial professionals may have a financial incentive to offer you a new contract in place of the one you already own. You should only exchange your contract if you determine, after comparing the features, fees, and risks of both contracts, and any fees or penalties to terminate the existing contract, that it is preferable for you to purchase the new contract rather than continue to own the existing Contract.	The Annuity Contract – Replacement of Contracts

FEES

The following tables describe the fees and expenses and adjustments that you will pay when buying, owning, and surrendering or making withdrawals from an Allocation Option or from the Contract. Please refer to your Contract specifications page for information about the specific fees you will pay each year.

The first table describes the fees and expenses that you paid at the time that you purchased the Contract, surrender or make withdrawals from an investment option or from the Contract, or transfer Account Value between Allocation Options. State premium taxes may also be deducted.

Transaction Expenses

None.

The next table describes the adjustments, in addition to any transaction expenses, that apply if all or a portion of the Account Value is removed from an Allocation Option or from the Contract before the expiration of a specified period.

Adjustments

Interim Value Maximum Potential Loss(1)

(as a percentage of the Investment Amount in the Shield Option)

100%(2)

(1) An Interim Value adjustment is not an explicit charge. It is an adjustment that we use between the Term Start Date and the Term End Date to calculate the amount that is available for (1) annuitization; (2) death benefits; (3) withdrawals (including RMDs and systematic withdrawals); and (4) Surrenders.

(2) In extreme circumstances, you could lose up to 100% of the value of your Shield Option if you make a withdrawal or Surrender from the Shield Options before the Term End Date. The maximum potential loss would only occur if the Index price has declined to zero and there is a full withdrawal of the Interim Value from the Shield Option before the Term End Date.

Annual Contract Expenses

We may limit the amount you can earn on the Shield Options. This means your returns may be lower than the Index’s returns. In return for accepting this limit on Index gains, you will receive some protection.

PRINCIPAL RISKS OF INVESTING IN THE CONTRACT

The purchase of the Contract involves certain risks. You should carefully consider the following factors, in addition to the matters set forth elsewhere in the prospectus, prior to purchasing the Contract.

Risk of Loss. There is a risk of substantial loss of your principal (unless you allocated your entire Purchase Payment to the Fixed Account) because you agree to absorb all losses at the end of the Term that exceed the Shield Rate for the Shield Options you select under the Contract. This means that if a negative Index Performance for a Shield Option you select exceeds the corresponding Shield Rate at the Term End Date, you will bear the portion of the loss that exceeds the Shield Rate.

Interim Value Risk of Loss. The amount that is available between the Term Start Date and the Term End Date for annuitization, death benefits, withdrawals (including RMDs and systematic withdrawals) and Surrenders will be the Interim Value.

The method we use in calculating your Interim Value may result in an amount that is less than the amount you would receive had you held the investment until the Term End Date. If you take a withdrawal when Index Performance is negative, your remaining Investment Amount may be significantly less than if you waited to take the withdrawal when Index Performance was positive.

●

If you take a withdrawal, including RMDs, your Account Value will be reduced by the amount withdrawn proportionately from your Shield Options and Fixed Account unless you tell us from which options, in which you currently have any Account Value, where the withdrawal should be taken.

●

If you die (unless you selected the optional Return of Premium death benefit), make a withdrawal or Surrender your Contract prior to the Term End Date, we will pay the Interim Value, which may be less than if you held the Contract until all of your Shield Options reached their Term End Dates.

●

If your Contract is annuitized prior to a Term End Date, we will use the Interim Value to calculate the Income Payments you will receive based on the applicable Annuity Option. In deciding on an Annuity Date, you should take into consideration the Term End Dates of your Shield Options relative to the Annuity Date you have chosen.

●

The calculation of the Interim Value will be based on Index Performance and the applicable Accrued Shield Rate, Accrued Cap Rate or Accrued Step Rate as of the date of the calculation. Shield Rates, Cap Rates and Step Rates accrue during the Term and only reach full accrual on the last day of a Term. If negative Index Performance is constant during the Term, the Interim Value will be lower the earlier a withdrawal is made during the Term because the Shield Rate is accruing during this period. Also, withdrawals prior to the Term End Date, when Index Performance is positive, are subject to an Accrued Cap Rate or Accrued Step Rate based on the period those amounts were invested in the Shield Option. This means the earlier you take a withdrawal the lesser extent to which any positive Index Performance is reflected in your Account Value due to the accruing of the Cap Rate or Step Rate.

●

If your Account Value falls below the Minimum Account Value as a result of a withdrawal, we may terminate your Contract.

There is a substantial risk of loss in connection with transactions from the Shield Options before the Term End Date, as discussed below under “Effect of Withdrawals, Surrender, Annuitization or Death.” A negative Interim Value could result in a loss beyond the protection of the Shield Rate. In extreme circumstances, you could lose up to 100% of the value of the Shield Option if you make a withdrawal, Surrender, or otherwise remove amounts from the Shield Options before the Term End Date.

Withdrawals from the Shield Options before a Term End Date could have adverse impacts even if the Index Value has increased at the time of the calculation because the withdrawal will not allow you to participate in the Index Performance for the Term with your entire Investment Amount. If you withdraw Account Value allocated to a Shield Option during a Term, the withdrawal will reduce the Investment Amount for that Shield Option by the same percentage that the Interim Value of that Shield Option was reduced by the withdrawal. A proportional reduction

may be larger than the dollar amount of your withdrawal even if the Index Value has increased. Reductions to the Investment Amount will have an adverse impact on the Interim Value for that Shield Option for the remainder of the Term and, as a result, the positive interest, if any, credited to the remaining Investment Amount on the Term End Date will be less than if you had not taken a withdrawal.

Liquidity Risk. The Contract is intended for retirement savings or other long-term investment purposes. The benefits of tax deferral and living benefit protection also mean the Contract is more beneficial to investors with a long-time horizon. The Contract is unsuitable as a short-term savings vehicle. Withdrawals (including RMDs and systematic withdrawals) and Surrenders from the Contract may be subject to income taxes, and income tax penalties if taken before age 59 1∕2. Additionally, withdrawals (including RMDs and systematic withdrawals), Surrenders, death benefit payments, and annuitization from the Shield Options before the Term End Date will be based on the Interim Values of the Shield Options, which may result in loss. See “Risk of Loss” above.

No Ownership of the Underlying Securities. When you purchase the Contract and allocate your Purchase Payment to a Shield Option(s), you will not be investing in the Index or the securities tracked by the Index.

Adjustments Upon Taking a Withdrawal. You may withdraw some or all of your money at any time prior to the Annuity Date. For any withdrawal taken on a Term End Date, a Performance Rate Adjustment, as of the date of the withdrawal, will apply. For any withdrawal taken between the Term Start Date and the Term End Date, we use an Interim Value calculation, which will reduce the Investment Amount for that Shield Option by the percentage reduction in the Interim Value of that Shield Option. The Performance Rate Adjustment, if negative, and proportional reduction may be substantial. Since withdrawal amounts from a Shield Option will reduce the Investment Amount for that Shield Option by the percentage reduction in the Interim Value of that Shield Option, a withdrawal when Interim Value is less than the Investment Amount will cause a greater percentage reduction in the Investment Amount that remains in your Shield Option relative to the percentage reduction for the same withdrawal amount when Interim Value is greater than the Investment Amount.

Effect of Withdrawals, Surrender, Annuitization or Death. The calculation of your Interim Value may result in an amount that is less than the amount you would receive had you held the investment until the Term End Date. If you take a withdrawal when Index Performance is negative, your remaining Investment Amount may be significantly less than if you waited to take the withdrawal when Index Performance was positive. For more information on how we determine Interim Value and the potential adverse impacts of a withdrawal before the Term End Date, see “Risk of Loss” above.

If you Surrender your Contract prior to the Term End Date, we will pay the Interim Value, which may be less than if you held the Contract until all of your Shield Options reached their Term End Dates.

If you die (unless your Contract was issued with the Return of Premium death benefit), we will pay the Interim Value, which may be less than if you held the Contract until all of your Shield Options reached their Term End Dates.

If your Contract is annuitized between the Term Start Date and Term End Date, we will use the Interim Value to calculate the Annuity Payments you will receive based on the applicable Annuity Option. In deciding on an Annuity Date, you should take into consideration the Term End Dates of your Shield Options relative to the Annuity Date you have chosen.

If you take a withdrawal (including RMDs and systematic withdrawals) your Account Value will be reduced by the amount withdrawn proportionally from your Shield Options, the Fixed Account unless you tell us from which specific Allocation Options, in which you currently have any Account Value, the withdrawal should be taken.

All withdrawals will reduce the death benefit, perhaps significantly, and the reduction could be greater than the amount of the withdrawal.

If your Account Value falls below the Minimum Account Value as a result of a withdrawal, we may terminate your Contract. (See “Withdrawal Provisions.”)

Limitations on Transfers. You may make transfers between the Fixed Account and the Shield Option(s) only during the Transfer Period. You cannot make transfers outside the Transfer Period and you cannot (i) transfer out of a current Shield Option to another Shield Option or the Fixed Account until the Term End Date of the current Shield Option or (ii) transfer out of the Fixed Account to a Shield Option until the Fixed Account Term End Date (which will not be less than one (1) year), until the next Contract Anniversary. In all cases, the amount transferred can only be transferred to new Shield Options or the Fixed Account. This may limit your ability to react to market conditions.

In addition, you should understand that for renewals into the same Shield Option, a new Cap Rate or Step Rate, as applicable, will be declared and will go into effect on the Contract Anniversary that coincides with the Term Start Date of the new Shield Option.

Moreover, at the Term End Date, the Investment Amount allocated to the Shield Option that has reached its Term End Date will be automatically renewed into the same Shield Option, subject to the new Cap Rate and Step Rate, as applicable, declared for that Term, unless you instruct us to transfer such amount into a different Shield Option(s) or the Fixed Account. If the same Shield Option is no longer available for investment at the Term End Date, the Investment Amount will automatically be transferred to the Fixed Account. Additionally, any Fixed Account Value will remain in the Fixed Account for another Term, subject to the new interest rate declared for that Term, unless you instruct us to transfer such amount to a Shield Option(s). Account Value automatically renewed or transferred in the absence of transfer instructions from you may not be transferred again until the next Transfer Period coinciding with a Term End Date. You have only the Transfer Period to notify us that you want to transfer some or all of your Investment Amount to a new Shield Option(s) or the Fixed Account. Thus, failure to provide such instructions during the Transfer Period will result in an automatic renewal for a period of at least one (1) year.

Availability of Shield Options. We reserve the right to change the duration of any new Shield Options, stop offering any of the Shield Options or suspend offering any of the Shield Options. We may also add Shield Options in the future. We are not obligated to offer any one particular Shield Option, but there will always be at least one Shield Option available at the Term End Date. Consequently, if we were to offer only one Shield Option, you would be limited to investing in that one Shield Option. If that Shield Option does not meet your investment objectives or financial goals, you could transfer to the Fixed Account, Surrender your Contract and/or invest in another investment vehicle. If you Surrender your Contract, you might incur taxes, tax penalties, or an Interim Value calculation. If you invest in another investment vehicle, that investment may have different features, fees and risks than your Contract. Similarly, a particular Shield Option may not be available for you to transfer your Investment Amount or Fixed Account Value into after a Term End Date or the Fixed Account Term End Date. If the same Shield Option is no longer available at the Term End Date, the Investment Amount in the applicable Shield Option(s) will automatically transfer into the Fixed Account at the Term End Date, unless you instruct us otherwise during the Transfer Period. The amounts transferred to the Fixed Account must remain in the Fixed Account until the Fixed Account Term End Date (which, currently, will not be less than one (1) year). The Investment Amount held in the Fixed Account may earn a return that is less than the return you might have earned if those amounts were held in a Shield Option. If we exercise this right, your ability to increase your Account Value and, consequently, increase your death benefit will be limited.

Risks Associated with the Referenced Indices. Each of the reference Indices is a “price return index,” not a “total return index,” and therefore does not reflect dividends declared by any of the component companies in the Index. This will reduce the Index Performance and will cause the Index to underperform a direct investment in the securities composing the Index.

Because the S&P 500® Index, the Russell 2000® Index, the MSCI EAFE Index, and the Nasdaq-100 Index® and the Bloomberg Commodity IndexSM are each comprised of a collection of equity securities (or in the case of the Bloomberg Commodity Index, commodity futures contracts), in each case the value of the component securities or commodity futures contracts, is subject to market risk, or the risk that market fluctuations may cause the value of the component securities to go up or down, sometimes rapidly and unpredictably. In addition, the value of equity securities (or commodity futures contracts) may increase or decline for reasons directly related to the issuers of the securities (or commodity futures contracts). (See “Indices” and “Shield Rates.”) In addition, each Index has its own unique risks, as follows:

• S&P 500® Index. This Index is composed of equity securities issued by large-capitalization (“large cap”) U.S. companies. In general, it is more difficult for large-cap companies to pivot their strategies quickly in response to changes in their industry. In addition, because they typically are more well-established, it is rare to see large-cap companies have the high growth rates that can be seen with successful small-capitalization (“small cap”) companies.

• Russell 2000® Index. This Index is composed of equity securities of small-cap U.S. companies. Generally, the securities of small-cap companies are more volatile and riskier than the securities of larger companies. Small-cap companies are more likely to fail than larger companies.

• MSCI EAFE Index. The MSCI EAFE Index is comprised of equity securities of large- and mid-capitalization (“mid-cap”) companies and it is designed to measure the equity market performance of developed markets, including countries in Europe, Australia, and the Far East. In general, large-cap companies may be unable to respond quickly in response to changes in their industry and new competitive challenges and may not be able to attain the high growth rates of successful smaller companies. The securities of mid-cap companies may be more volatile and may involve more risk than the securities of larger companies. Securities issued by non-U.S. companies (including related depositary receipts) are subject to the risks related to investments in foreign markets (e.g., increased price volatility; changing currency exchange rates; and greater political, regulatory, and economic uncertainty).

• Nasdaq-100 Index®. The Nasdaq-100® Index is comprised of equity securities of the largest U.S. and non-U.S. companies listed on The Nasdaq Stock Market across all major industry groups except the financial industry. To the extent that the Nasdaq-100® Index is comprised of securities issued by companies in a particular sector, that company’s securities may not perform as well as companies in other sectors or the market as a whole. Any component securities issued by non-U.S. companies (including related depositary receipts) are subject to the risks related to investments in foreign markets (e.g., increased price volatility; changing currency exchange rates; and greater political, regulatory, and economic uncertainty).

• Bloomberg Commodity IndexSM (Price Return Index). The Bloomberg Commodity IndexSM is a broadly diversified representation of commodity market as an asset class. The Bloomberg Commodity IndexSM is composed of futures contracts on physical commodities. As of the date of this Prospectus, the Bloomberg Commodity IndexSM consists of 25 commodities: Aluminum, Brent Crude, Chicago Wheat, Coffee, Cotton, Corn, Cocoa, Copper (COMEX), Gold, Kansas City Wheat, Lean Hogs, Live Cattle, Nickel, Natural Gas, RBOB

Gasoline, Silver, Soybeans, Soybean Meal, Soybean Oil, Sugar, ULS Diesel, WTI Crude Oil, Natural Gas, Low Sulfur gas oil and Zinc. The Bloomberg Commodity IndexSM reflects the return of underlying commodity futures prices.

An Index May be Substituted. We have the right to substitute a comparable index prior to the Term End Date if any Index is discontinued or we determine that our use of such Index should be discontinued because we are no longer licensed to use the Index, the method of calculation of the Index Value is substantially changed, or if Index Values become unavailable for any reason. We would attempt to choose a substitute index that has a similar investment objective and risk profile to the replaced index. In the event that a similar index is not found, we will substitute the original Index with a domestic or international broad-based securities market index. A Shield Option will not end prior to the Term End Date due to our inability to find a similar index. The substituted Index may not be acceptable to you, and you will be unable to transfer your Investment Amount in the associated Shield Option to another Shield Option(s) or the Fixed Account until the Transfer Period coinciding with the Term End Date. If you no longer want to remain invested in that Shield Option for the remainder of the Term, your only option will be to withdraw the related Investment Amount. If you withdraw the Investment Amount, the amount withdrawn will be the Interim Value. See “Risk of Loss” above for more information about the risks of withdrawals based on Interim Value. Additionally, you might incur taxes, and tax penalties. An Index substitution will not change the Shield Rate, Cap Rate, or Step Rate for an existing Shield Option. The performance of the new Index may not be as good as the one that it substituted and as a result your Index Performance may have been better if there had been no substitution.

Shield Rate Risks. For all Shield Options, if negative Index Performance exceeds the corresponding Shield Rate at the Term End Date, you will bear the portion of the loss that exceeds the Shield Rate. Under the currently offered Shield Rates, the maximum amount of loss you could experience due to negative index performance at the end of a Term, after taking into account these levels of protection, would be: 90% for 10% downside protection; 85% for 15% downside protection; and 75% for 25% downside protection. We do not guarantee that there will always be a Shield Option under the Contract that provides this minimum amount of downside protection; however, there will always be at least one Shield Option available.

Shield Options with Higher Shield Rates. In deciding whether to choose a Shield Option with a higher Shield Rate, you should consider that Shield Options with higher Shield Rates tend to have lower Cap Rates and Step Rates, as applicable, than Shield Options with lower Shield Rates that have the same index and term. This is because of the additional protection provided by the higher Shield Rates.

Rate Crediting Type Risks. Cap Rates and Step Rates may limit any positive Index Performance used in calculating the Performance Rate credited on the Term End Date. This means that the Performance Rate may be lower than the Index Performance because any positive return of the respective Index is subject to a maximum in the form of the Cap Rate and Step Rate. We set Cap Rates and Step Rates at our discretion, subject to the minimum guaranteed rates shown in your Contract. You bear the risk that we will not set these higher than the minimum guaranteed rates.

Issuing Company. No company other than MLIC has any legal responsibility to pay amounts that MLIC owes under the Contract. An Owner should look to the financial strength of MLIC for its claims-paying ability.

program after the first Contract Year for up to 10% of your Account Value as of the prior Contract Anniversary. We do not assess a charge for this program. See “Withdrawal Provisions – Systematic Withdrawal Program” for availability and other restrictions. Withdrawals under this program are subject to the same risks as any other withdrawal. See “Adjustments Upon Taking a Withdrawal,” and “Effect of Withdrawals, Surrender, Annuitization or Death” above.

Cybersecurity. Our business is highly dependent upon the effective operation of our information systems, and those of our service providers, vendors, and other third parties. Cybersecurity breaches of such systems can be intentional or unintentional events, and can occur through unauthorized access to computer systems, networks or devices; infection from computer viruses or other malicious software code; or attacks that shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality and our disaster recovery systems may be insufficient to safeguard our ability to conduct business. Cybersecurity breaches can interfere with our processing of Contract transactions, including the processing of transfer orders from our website or with the Portfolios; impact our ability to calculate Accumulation Unit Values; cause the release and possible loss or destruction of confidential Contract Owner or business information; impede order processing or cause other operational issues; and result in regulatory enforcement actions or new laws or regulations which could increase our compliance costs. Although we continually make efforts to identify and reduce our exposure to cybersecurity risk, and we require our critical vendors to implement effective cybersecurity and data protection measures, there is no guarantee that we will be able to successfully manage this risk at all times.

METLIFE

Metropolitan Life Insurance Company is a provider of insurance, annuities, employee benefits and asset management. We are also one of the largest institutional investors in the United States with a general account portfolio invested primarily in fixed income securities (corporate, structured products, municipals, and government and agency) and mortgage loans, as well as real estate, real estate joint ventures, other limited partnerships and equity securities. Metropolitan Life Insurance Company was incorporated under the laws of New York in 1868. The Company’s office is located at 200 Park Avenue, New York, New York 10166-0188. The Company is a wholly-owned subsidiary of MetLife, Inc. Obligations to Contract Owners and Beneficiaries that arise under the Contract are obligations of MetLife and MetLife is obligated to pay all amounts promised to You under the Contract, subject to its financial strength and claims-paying ability.

THE SEPARATE ACCOUNT

The assets of the Separate Account are held in our name on behalf of the Separate Account and legally belong to us. We are obligated to pay all money we owe under the Contracts — such as death benefits and Annuity Payments — and these obligations are subject to our claims-paying ability. These amounts are not guaranteed by any other party. If the obligation exceeds the assets of the Separate Account, amounts will be transferred to the Separate Account from the General Account.

We guarantee all benefits relating to your value in the Shield Option, regardless of whether assets supporting the Shield Option are held in a separate account or our General Account. An owner should look to the financial strength of MLIC for its claims-paying ability. We issue other annuity contracts and life insurance policies where we pay all money we owe under those contracts and policies from our General Account. The Separate Account is non-insulated, meaning that all of the assets of the Separate Account are chargeable with the claims of any of our contract owners and are subject to the liabilities arising from any of our other business. MLIC is regulated as an insurance company under state law, which includes, generally, limits on the amount and type of investments in its

General Account. However, there is no guarantee that we will be able to meet our claims paying obligations; there are risks to purchasing any insurance product.

A Purchase Payment made to the Shield Options of the Contract is allocated to the Separate Account. We have exclusive and absolute ownership and control of the assets of the Separate Account. It is a non-unitized separate account. You do not share in the investment performance of assets allocated to the Separate Account. All investment income, gains and losses, whether or not realized, from assets allocated to the Separate Account are borne by MLIC. The obligations under the Contract are independent of the investment performance of the Separate Account and are our obligations.

We will maintain in the Separate Account assets with an aggregate value at least equal to the reserves for all contracts allocated under the Separate Account.

If the aggregate value of such assets in the Separate Account should fall below such amount, we will transfer assets into the Separate Account so that the value of the Separate Account’s assets is at least equal to such amount. Assets supporting reserves for annuity benefits under such contracts, in the course of payment, are supported by MLIC’s General Account and will not be maintained in the Separate Account.

THE ANNUITY CONTRACT

This prospectus describes the MetLife Shield Level SelectorSM Annuity issued by us and describes all the material features of the Contract. The MetLife Shield Level SelectorSM Annuity is a contract between you as the Owner, and us, the insurance company, where you agree to make a Purchase Payment to us and we agree to make a series of payments at a later date you select (the “Annuity Date”). The maximum issue age for this Contract is 85. This means we will only issue a Contract to someone age 85 or younger on the Issue Date (age 80 or younger with the Return of Premium Death Benefit).

When you purchase the Contract, you can choose one or more of the available Shield Options and the Fixed Account. A Purchase Payment applied to the Shield Options is allocated to the Separate Account. You do not share in the investment performance of assets allocated to the Separate Account. We are obligated to pay all money we owe under the Contract, including death benefits and Annuity Payments. These amounts are not guaranteed by any other party. (See “The Separate Account.”)

The Contract is intended for retirement savings or other long-term investment purposes. The Contract has features and benefits that may be appropriate for you based on your financial situation and objectives, but we are not a fiduciary and do not provide investment advice or make recommendations regarding insurance or investment products, or any securities transactions or investment strategies involving securities. You should ask your financial professional for guidance as to whether this Contract continues to be appropriate for you. Please bear in mind that your financial professional, or any financial firm or financial professional with whom you consult for advice, acts on your behalf, not ours. We are not party to any agreement between you and your financial professional. See “Distribution Of The Contracts” for information on firms that sell the Contract.

The Fixed Account is available. You should consult your financial professional for information regarding the Fixed Account. See “The Fixed Account and Appendix E for certain information regarding the Fixed Account. The Fixed Account offers an interest rate that is guaranteed by us. The minimum interest rate depends on the date your Contract is issued and will not be less than 1% annually. Your financial professional can tell you the current and minimum interest rates that apply. If you select the Fixed Account, your money will be placed with our other General Account assets, and the amount of money you are able to accumulate in your Contract during the

Accumulation Period depends upon the total interest credited to your Contract. The Fixed Account is part of our General Account. Our General Account consists of all assets owned by us other than those in the Separate Account and our other separate accounts. We have sole discretion over the investment of assets in the General Account and the Separate Account. If you select an Annuity Option, payments are made from our General Account assets.

The amount of the Annuity Payments you receive during the Annuity Period from an Annuity Payment option will remain level for the entire Annuity Period, subject to the payout chosen. (See “Annuity Payments (The Annuity Period)” for more information.)

As Owner, you exercise all interests and rights under the Contract. You can change the Owner at any time, subject to our underwriting requirements. The Contract may be owned generally by Joint Owners (limited to natural persons). (See “Ownership Provisions.”)

Any Internal Revenue Code reference to “spouse” includes those persons who are married spouses under state law, regardless of sex.

Replacement of Contracts

Exchanges

Generally you can exchange one non-qualified annuity contract for another in a tax-free exchange under Section 1035 of the Code. Before making an exchange, you should compare both annuities carefully, including any fees or penalties to terminate the existing contract. Other charges may be higher (or lower) and the benefits may be different. Generally, it is not advisable to purchase a contract as a replacement for an existing annuity contract. Ask your financial professional whether the exchange would be advantageous, given all contract features, benefits and charges.

PURCHASE

The Contract is no longer available for new purchases.

Allocation of the Purchase Payment

You may allocate your Purchase Payment to one or more of the available Shield Options or into the Fixed Account. On your Issue Date, your Purchase Payment is allocated to the Shield Option(s) and/or the Fixed Account, as you specified on the application, unless we received Notice of any changes from you before we issued your Contract. All allocations must be in whole percentages that total 100% or in whole dollars. Once your Purchase Payment is allocated to the Shield Options and/or the Fixed Account, they become part of your Account Value.

SHIELD OPTIONS

The MetLife Shield Level SelectorSM Annuity is not a variable annuity where your account value varies based on the investment performance of the underlying portfolios you choose, rather the Shield Options offer potential interest based upon index performance. This potential interest — the Performance Rate Adjustment — may be a positive or negative percentage or zero. You may allocate your Purchase Payment to one or more of the available Shield Options and the Fixed Account. When you allocate your Purchase Payment to a Shield Option(s), you will not be investing in the Index or the securities tracked by the Index for the Shield Options you select, or in a mutual fund or exchange traded fund that also tracks the Index. Based upon the Index Performance of the Index associated

with the Shield Option, a Performance Rate Adjustment will be applied to the Investment Amount in that Shield Option on the Term End Date. Given that Index Performance may be positive, zero or negative, your Performance Rate Adjustment may be positive, zero or negative. We calculate the Interim Value of each Shield Option on any Business Day other than the Term Start Date and Term End Date. If applicable, the Interim Value is the amount that is available for annuitization, death benefits, withdrawals and Surrenders.

You could lose a significant amount of money if the Index Value declines. It is possible for you to lose a portion of the Purchase Payment and any earnings invested in the Contract. The Performance Rate Adjustment is based on a certain amount of protection against decreases in an Index Value and a limitation on potential positive interest based on an Index Value. The extent of the downside protection varies by the Shield Rate you select. If you access amounts in the Shield Options before the Term End Date (through a withdrawal, Surrender, death benefit payment or annuitization), we will instead calculate the Interim Value of your investment in the Shield Amount. The Interim Value is calculated on each Business Day between the Term Start Date and the Term End Date. You could lose a significant amount of money due to an Interim Value calculation (and any associated proportional reduction to the Investment Amount associated with the Shield Option) if amounts are removed from a Shield Option. (See “Interim Value Calculation” under “Charges, Fees, And Adjustments.”)

You have the opportunity to allocate your Investment Amount to any of the Shield Options described below, subject to the requirements, limitations and procedures disclosed in the prospectus. We are not obligated to offer any one particular Shield Option. After the Contract is issued, there will always be at least one Shield Option available. If we were to offer only one Shield Option, you would be limited to investing in that one Shield Option. If that Shield Option does not meet your investment objectives or financial goals, you could transfer to the Fixed Account, Surrender your Contract and/or invest in another investment vehicle. If you Surrender your Contract, you might incur taxes, tax penalties, or an Interim Value calculation. If you invest in another investment vehicle, that investment may have different features, fees, and risks than your Contract. Each Shield Option has an associated (i) Term, (ii) Index, and (iii) Shield Rate and (iv) Rate Crediting Type you select.

Information regarding the features of each currently offered Shield Option, including (i) its name, (ii) its type (e.g., market Index, exchange-traded fund, etc.), or a brief statement describing the assets that the Index seeks to track (e.g., U.S. large-cap equities), (iii) its Term, (iv) its Rate Crediting Type, (v) its Shield Rate, and (vi) its minimum guaranteed rate for the Rate Crediting Type, is available in an appendix to this prospectus. See “Appendix A – Investment Options Available Under the Contract.”

The Indices are described in more detail below, under the heading “Indices.” For each new Shield Option we declare a new Cap Rate and Step Rate, as applicable, for each Term, subject to the Minimum Guaranteed Cap Rate and Step Rate shown in your Contract. The initial Cap Rate and Step Rate, as applicable, for each Shield Option is declared on the Issue Date. Thereafter the Cap Rate and Step Rate, as applicable, for each subsequent Shield Option is declared for each subsequent Term, subject to the minimum guaranteed rates. See “Cap Rate” and “Step Rate.”

Please note, Shield Options with higher Shield Rates tend to have lower Cap Rates and Step Rates, as applicable, than other Shield Options that use the same Index and Term but provide lower Shield Rates. For example, a Shield Option with the S&P 500® Index with a 3-Year Term and a Shield 15 will tend to have a Cap Rate that is lower than a Shield Option with the S&P 500® Index with a 3-Year Term and a Shield 10.

A Shield Option will always be available; however, we reserve the right to change the duration of any new Shield Options, stop offering any of the Shield Options or suspend offering any of the Shield Options. We may also add Shield Options in the future.

TERM

The Term is the number of years that a Shield Option is in effect. For specific Shield Options we currently offer Terms of 1 year, 3 years, or 6 years.

An initial Term(s) begins on the Issue Date. A Term ends and a subsequent Term begins on the Contract Anniversary coinciding with the duration of the then current Term for the Shield Option you have selected.

In deciding whether to purchase a Shield Option with a longer or shorter Term, consider that investing in Shield Options with shorter Terms will provide more opportunities for receiving Performance Rate Adjustments, and reallocating Account Value in response to changing market conditions. Additionally, there will be more opportunities to access your Account Value without resulting in an Interim Value calculation (and any associated proportional reduction to your Investment Amount). However, Shield Options with shorter Terms may have less potential for Index gains because Index Performance is measured over a shorter period of time. Conversely, investing in Shield Options with longer Terms will provide fewer opportunities for Performance Rate Adjustments and reduce the frequency at which you can reallocate Account Value, in addition to limiting your ability to access your Account Value without an Interim Value calculation. However, Shield Options with longer Terms may provide more potential for Index gains.

Term Start Date

Each Shield Option will have a Term Start Date, which is the Contract Anniversary on which a Shield Option is established. The initial Term Start Date(s) begins on the Issue Date, and thereafter, will be the Contract Anniversary coinciding with the duration of the Term for the Shield Option completed.

Term End Date

Each Shield Option will have a Term End Date, which is the Contract Anniversary on which a Shield Option ends. Thirty (30) days in advance of the Term End Date, we will send you written notification stating that your current Shield Option is maturing and that, at the Term End Date, the Investment Amount allocated to that Shield Option will automatically be renewed into the same Shield Option unless you instruct us to transfer such amount into a different Shield Option(s) or the Fixed Account. The notification will inform you of what your maturing Shield Options are and explain how you can obtain the different Shield Options available at the Term End Date, including the renewal Cap Rates and Step Rates, and the interest rate for the Fixed Account. You may also access information on our website at https://www.metlife.com/variable-products-resources/shield-annuities/ where at least two months of available Shield Options and renewal rates are posted. If the same Shield Option is no longer available at the Term End Date, the Investment Amount will automatically transfer into the Fixed Account at the Term End Date, unless you instruct us otherwise. The amounts transferred to the Fixed Account must remain in the Fixed Account until the Fixed Account Term End Date (which, currently, will not be less than one (1) year). You have the Transfer Period to notify us that you want to transfer some or all of your Investment Amount to a new Shield Option(s) or the Fixed Account. For renewals into the same Shield Option, a new Cap Rate and Step Rate, as applicable, will be declared and will go into effect on the Contract Anniversary that coincides with the beginning of the new Term in the Shield Option that just ended. The amount transferred to the new Shield Option is the Investment Amount as of the Contract Anniversary.

Amounts must remain in a Shield Option until the Term End Date to be credited with all or partial interest, as applicable, and to avoid a reduction in Interim Value and any proportional reduction to the Investment Amount associated with the Shield Option, in addition to potential tax consequences. Between the Term Start

Date and the Term End Date, an Interim Value calculation is used to determine the amounts available for annuitization, death benefit payments, withdrawals (including RMDs and systematic withdrawals) and Surrenders. You could lose a significant amount of money due to an Interim Value calculation (and any associated proportional reduction to the Investment Amount associated with the Shield Option) if amounts are removed from a Shield Option. See “Charges, Fees and Adjustments - Interim Value Calculation” for more information.

INDICES

The Performance Rate of a Shield Option is based on the performance of the associated Index. We currently offer Shield Options with indices based on the performance of securities. In the future we may offer Shield Options based on other types of indices. We may also add or remove indices for new Contracts at our discretion. Each Index is a “price return index,” not a “total return index,” and therefore does not reflect dividends declared by any of the companies in this Index. This will reduce the Index Performance and will cause the Index to underperform a direct investment in the securities composing the Index. The following Indices are currently available:

S&P 500® Index (Price Return Index). The S&P 500® Index includes 500 large cap stocks from leading companies in leading industries of the U.S. economy, capturing approximately 80% coverage of U.S. equities by market capitalization.

Russell 2000® Index (Price Return Index). The Russell 2000® Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership.

MSCI EAFE Index (Price Return Index). The MSCI EAFE Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US & Canada. As of the date of this prospectus the MSCI EAFE Index consists of the following 21 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. Index Value and Index Performance will be calculated without any exchange rate adjustment.

Nasdaq-100 Index® (Price Return Index). The Nasdaq-100 Index® includes 100 of the largest domestic and international non-financial securities listed on the Nasdaq Stock Market based on market capitalization. The Index reflects companies across major industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology. It does not contain securities of financial companies including investment companies.

Bloomberg Commodity Index SM (Price Return Index). The Bloomberg Commodity IndexSM is a broadly diversified representation of commodity market as an asset class. The Bloomberg Commodity IndexSM is composed of futures contracts on physical commodities. As of the date of this Prospectus, the Bloomberg Commodity IndexSM consists of 25 commodities: Aluminum, Brent Crude, Chicago Wheat, Coffee, Cotton, Corn, Cocoa, Copper (COMEX), Gold, Kansas City Wheat, Lean Hogs, Live Cattle, Nickel, Natural Gas, RBOB Gasoline, Silver, Soybeans, Soybean Meal, Soybean Oil, Sugar, ULS Diesel, WTI Crude Oil, Natural Gas, Low Sulfur gas oil and Zinc. The Bloomberg Commodity IndexSM reflects the return of underlying commodity futures prices.

See Appendix B for important information regarding the publishers of the Indices.

Discontinuation or Substantial Change to an Index

If any Index is discontinued or we determine that our use of such Index should be discontinued because we are no longer licensed to use the Index, the method of calculation is substantially changed, or if Index Values become unavailable for any reason, we may substitute a comparable index with a similar investment objective and risk profile. We will send you written notification thirty (30) days in advance of such substitution or as soon as reasonably possible. In the event that a similar index is not found, we will substitute the original Index with a domestic or international broad-based securities market index. A Shield Option will not end prior to the Term End Date due to our inability to find a similar index. The substituted Index may not be acceptable to you, and you will be unable to transfer your Investment Amount in the associated Shield Option to another Shield Option(s) or the Fixed Account until the Transfer Period coinciding with the Term End Date. If you no longer want to remain invested in that Shield Option for the remainder of the Term, your only option will be to withdraw the related Investment Amount. If you withdraw the Investment Amount, the amount withdrawn will be the Interim Value of the Shield Option.

Upon substitution of an Index, we will calculate your Index Performance on the existing Index up until the date of substitution and the substitute Index from the date of substitution to the Term End Date. The Index Performance as of the Term End Date will be equal to the return from having invested in the initial Index up to the substitution date and then investing in the substitute Index from the date of substitution to the Term End Date assuming no withdrawals or transfers based on the following formula: (initial Index at Index substitution date ÷ initial Index at Term Start Date) x (substituted Index at Term End Date ÷ substituted Index at substitution date) – 1. An Index substitution will not change the Term, Shield Rate, Cap Rate or Step Rate for an existing Shield Option. The performance of the new Index may not be as good as the one that it substituted and as a result your Index Performance may have been better if there had been no substitution.

See Appendix C for an Index substitution Investment Amount example.

Index Value

The Index Value of an Index, on a Business Day, is the published closing value of the Index on that Business Day. The Index Value on any day that is not a Business Day is the value as of the prior Business Day. If an Index Value is not published on a Business Day, the closing Index Value on the next Business Day on which the Index Value is published will be used. We will use consistent sources to obtain Index Values. If these sources are no longer available for specific indices, we will select an alternative published source(s) for these Index Values.

Index Performance

Index Performance is the percentage change in an Index Value measured from the Term Start Date to any day, including the Term End Date, within the Term. The Index Performance can be positive, zero or negative. The Performance Rate of a Shield Option is based on the performance of an Index. We calculate the Performance Rate only on the Term End Date. Any increase or reduction in the Investment Amount in a particular Shield Option is determined by multiplying the Performance Rate by the Investment Amount of the Shield Option on the last day of the Term.

Index Examples

The bar charts shown below provide each Index’s annual returns for the last 10 calendar years as well as the Index returns after applying a hypothetical 5% cap and a hypothetical 10% buffer (Shield Rate). The chart illustrates the variability of the returns from year to year and shows how hypothetical limits on Index gains and losses may affect these returns. Past performance is not necessarily an indication of future performance.

The performance below is NOT the performance of any Shield Option. Your performance under the Contract will differ, perhaps significantly. The performance below may reflect a different return calculation, time period, and limit on Index gains and losses than the Shield Options, and does not reflect Contract fees and charges, including the Interim Value calculation, which reduces performance.

SHIELD RATES

We will limit the negative Index Performance, as applicable, used in calculating the Performance Rate applied to the Investment Amount on the Term End Date. The Shield Rate for each Shield Option is the amount of any negative Index Performance that is absorbed by us at the Term End Date. The Shield Rate only applies to amounts held in the Shield Option until the Term End Date. Any negative Index Performance beyond the Shield Rate will reduce the Investment Amount.

We currently offer the following Shield Rates — Shield 10, Shield 15 and Shield 25:

Shield Rate	Downside Protection
Shield 10	up to 10%
Shield 15	up to 15%
Shield 25	up to 25%

For example, a -15% Index Performance with a 10% Shield Rate will result in a -5% Performance Rate (the amount of negative Index Performance that exceeds the Shield Rate), meaning that we will reduce the Investment Amount associated with the Shield Option by -5%. A -10% Index Performance with a 25% Shield Rate will result in a 0% Performance Rate (negative Index Performance up to the Shield Rate is absorbed by us), meaning that we will not

adjust the Investment Amount associated with the Shield Option. The Shield Rate may vary between Shield Options and, unless you have a Shield Option with a 1-year Term, is not an annual rate.

In deciding whether to choose a Shield Option with a higher Shield Rate, you should consider that Shield Options with higher Shield Rates tend to have lower Cap Rates and Step Rates, as applicable, than Shield Options with lower Shield Rates that have the same Index and Term.

Each Shield Option’s Shield Rate is guaranteed not to change for the life of the currently offered Shield Options. However, we may stop offering any of the Shield Options or add new Shield Options, so the Shield Rates offered under the Contract may change from one Term to the next. We do not guarantee that there will always be a Shield Option under the Contract that provides this minimum amount of downside protection; however, there will always be at least one Shield Option available.

We set the Shield Rates at our discretion. We consider various factors in determining the Shield Rates, including, but not limited to, market conditions, administrative expenses, regulatory requirements, general economic trends, and competitive factors.

RATE CREDITING TYPES

The Cap Rate and Step Rate are the two ways we offer that you can potentially receive positive interest based on the performance of an Index. We will limit the positive Index Performance used in calculating the Performance Rate applied to the Investment Amount on the Term End Date through the applicable Rate Crediting Type for each Shield Option. A new Cap Rate and Step Rate will be declared for each subsequent Term. There are two ways you may find out what the renewal rates will be for a subsequent Term. Thirty (30) days before the current Term expires, we will send you notification, written or electronic depending on your selected preferences, indicating your maturing Shield Options and how you can obtain the different Shield Options available at the Term End Date, including the new Cap Rates and Step Rates, and the interest rate for the Fixed Account. You may also access our website at https://www.metlife.com/variable-products-resources/shield-annuities/. The current rates for the Rate Crediting Types posted on that website are incorporated by reference into this prospectus.

We set the rates for the Rate Crediting Types at our discretion. We consider various factors in determining the rates for the Rate Crediting Types, including, but not limited to, market conditions, administrative expenses, regulatory requirements, general economic trends, and competitive factors. At the Term End Date, the Investment Amount will automatically be renewed into the same Shield Option, with the new Cap Rate and Step Rate, as applicable, unless you elect to transfer such amount into a different Shield Option(s) or the Fixed Account. See “Transfers.”

Cap Rate

The Cap Rate is the maximum rate that may be credited at the Term End Date based on Index Performance. For example, a 15% Index Performance with a 10% Cap Rate will result in a 10% Performance Rate (the Index Performance up to the Cap Rate), meaning that we will increase the Investment Amount associated with the Shield Option by 10%; or, a 5% Index Performance with a 10% Cap Rate will result in a 5% Performance Rate. The Cap Rate may vary between Shield Options and, unless you have a Shield Option with a 1-year Term, is not an annual rate. The Cap Rate only applies to amounts held in the Shield Option until the Term End Date. For renewals into the same Shield Option a new Cap Rate is declared for each subsequent Term, and such rate will not be less than the Minimum Guaranteed Cap Rate amount shown in your Contract, but will not be less than 1% for Shield Options with a 1-Year term, 3% for Shield Options with a 3-Year term and 6% for Shield Options with a 6-Year term. We may

declare a Cap Rate for a Shield Option as “uncapped” in which case the Performance Rate that can be received is equal to the Index Performance, subject to the Shield Rate.

There are two ways you may find out what the renewal Cap Rates will be for a subsequent Term. Thirty (30) days before the current Term expires, we will send you notification, written or electronic depending on your selected preferences, indicating your maturing Shield Options and how you can obtain the new Cap Rates. You may also access our website https://www.metlife.com/variable-products-resources/shield-annuities/. At the Term End Date, the Investment Amount will automatically be renewed into the same Shield Option, with the new Cap Rate, unless you elect to transfer such amount into a different Shield Option(s) or the Fixed Account. See "TRANSFERS."

Step Rate

The Step Rate is the rate credited at the Term End Date if the Index Performance is equal to or greater than zero. For example, a 15% Index Performance with an 8% Step Rate will result in an 8% Performance Rate (the Step Rate); or, a 5% Index Performance with an 8% Step Rate will result in an 8% Performance Rate (the Step Rate), meaning that we will increase the Investment Amount by 8%. The Step Rate only applies to amounts held in the Shield Option until the Term End Date. The Step Rate may vary between Shield Options and, unless you have a Shield Option with a 1-year Term, is not an annual rate. For renewals into the same Shield Option a new Step Rate is declared for each subsequent Term, and such rate will not be less than the Minimum Guaranteed Step Rate shown in your Contract, but will not be less than 1% for Shield Options with a 1-Year term and 3% for Shield Options with a 3-Year term.

There are two ways you may find out what the renewal Step Rates will be for a subsequent Term. Thirty (30) days before the current Term expires, we will send you a notification, written or electronic depending on your selected preferences, indicating your maturing Shield Options and how you can obtain the new Step Rates. You may also access our website at https://www.metlife.com/variable-products-resources/shield-annuities/. At the Term End Date, the Investment Amount will automatically be renewed into the same Shield Option, with the new Step Rate, unless you elect to transfer such amount into a different Shield Option(s) or the Fixed Account. See "Transfers."

Rate Crediting Type Considerations

In deciding whether to purchase a Shield Option with a Cap Rate versus a Step Rate, you should consider the following:

Step Rates are generally lower than Cap Rates. For example, if Index Performance is equal to or greater than zero but less than the Step Rate, and you chose a Cap Rate for your Shield Option, your Performance Rate Adjustment will be lower than it otherwise would be had you chosen a Step Rate.

Alternatively, if Index Performance is positive and exceeds the Step Rate, and you chose a Step Rate for your Shield Option, your Performance Rate Adjustment will be lower than it otherwise would be had you chosen a Cap Rate. For example, if you chose a Shield Option with a 10% Cap Rate and there is a 15% Index Performance, your Performance Rate is 10%; however, if instead you were to choose a Shield Option with an 8% Step Rate, your Performance Rate would instead be 8%.

ADDITION OR DISCONTINUANCE OF A SHIELD OPTION

A Shield Option will always be available; however, we can add or discontinue any Shield Option. When a change is made to a Shield Option or an Index, or a change is made subsequent to the Issue Date, we will send a notification

describing any changes to the Shield Option, as required by law. This change will take effect under your Contract as of the next Contract Anniversary for any allowable transfers into the Shield Option(s). If you are currently allocated in a Shield Option which is no longer available, you will remain in that Shield Option until the Term End Date, but that Shield Option will no longer be available following the Term End Date. For more on transfers and renewals, see “Transfers.”

ACCOUNT VALUE

Your Account Value is the total of the Fixed Account Value and the value of the Shield Option(s) under your Contract during the Accumulation Period.

The following sections of the prospectus describe (1) the calculation of Investment Amount, (2) Interim Value Calculation, (3) how withdrawals work, and (4) how Transfers work. Each section has corresponding example(s). These examples should not be considered a representation of past or future performance for any Shield Option. Actual performance may be greater or less than those shown in the examples. Similarly, the Index Values in the examples are not an estimate or guarantee of future Index Performance.

The rates for the Rate Crediting Types shown in the following examples are for illustrative purposes only and may not reflect actual declared rates. Values are rounded for display purposes only.

INVESTMENT AMOUNT

The Investment Amount for each Shield Option is equal to the Investment Amount at the Term Start Date, reduced proportionately for any withdrawals (including RMDs, and systematic withdrawals) by the same percentage that the withdrawal reduces the Interim Value attributable to that Shield Option, adjusted by the Performance Rate at the Term End Date.

The remaining Investment Amount after a withdrawal will be used as the new Investment Amount for the Term until the Term End Date for that Shield Option, or the next Interim Value calculation. On the Term End Date, we apply the Performance Rate to your Investment Amount.

CALCULATING YOUR INVESTMENT AMOUNT ON A TERM END DATE

The Performance Rate can be positive, zero or negative and is determined as follows:

Shield Option type:	If Index Performance is:	Performance Rate will equal:
Shield Options with a Cap Rate	●●less than or equal to zero ●greater than zero and less than the Cap Rate ●greater than zero and equals or exceeds the Cap Rate	●the lesser of: zero or the Index Performance increased by the Shield Rate (For example: a -15% Index Performance with Shield 10 will result in a -5% Performance Rate. The Performance Rate can never be greater than zero if the Index Performance is negative.) ●the Index Performance ●the Cap Rate

Shield Option type:	If Index Performance is:	Performance Rate will equal:
Shield Options with a Step Rate	●less than zero ●equal to or greater than zero	●the lesser of: zero or the Index Performance increased by the Shield Rate (For example: a -15% Index Performance with Shield 10 will result in a -5% Performance Rate. The Performance Rate can never be greater than zero if the Index Performance is negative.) ●the Step Rate

Example 1 — Calculating your Investment Amount on a Term End Date

The following examples illustrate how we calculate and credit interest under each Index crediting methodology assuming hypothetical Index Performance and hypothetical limits on Index gains and losses. The examples assume no withdrawals.

Examples 1A and 1B are intended to show how the Investment Amount on a Term End Date is calculated. In each example, assume Owner 1 allocates her $50,000 Purchase Payment into a single Shield Option. For examples 1A and 1B, the selected Shield Option is a 1-Year Term / Shield 10 / S&P 500® Index and she allows her allocation to renew year to year for five years. In Example 1A she has selected the Shield 10 S&P 500® Index with a Cap Rate of 10% and in Example 1B she has selected the Shield 10 S&P 500® Index with a Step Rate of 8%. For purposes of each example, assume the Example 1A Cap Rate stays at 10% for all five years and the Example 1B Step Rate stays at 8% for all five years.

Example 1A — Shield Option with Cap Rate:

Owner 1 allocates her $50,000 Purchase Payment into a 1-Year Term / Shield 10 / S&P 500® Index with a Cap Rate of 10% and lets it renew year after year for five years. The following example illustrates how her initial $50,000 Purchase Payment could perform over a five-year period given fluctuating Index Values. For renewals into the same Shield Option a new Cap Rate would be declared and go into effect on the Contract Anniversary that coincides with the beginning of the new Shield Option. In some cases, we may declare a Cap Rate for a Shield Option as "uncapped" in which case the Performance Rate that can be received is equal to the Index Performance, subject to the Shield Rate.

Contract Year	1	2	3	4	5
Term Start Date
Investment Amount(1)	$50,000	$55,000	$57,750	$57,750	$57,750
Index Value	1,000	1,200	1,260	1,260	1,197
Term End Date
Index Value	1,200	1,260	1,260	1,197	1,017
Index Performance(2)	20%	5%	0%	-5%	-15%
Cap Rate	10%	10%	10%	10%	10%
Shield Rate	10%	10%	10%	10%	10%
Performance Rate (one year)(3)	10%	5%	0%	0%	-5%
Performance Rate Adjustment(4)	$5,000	$2,750	$0	$0	-$2,888

Contract Year	1	2	3	4	5
Investment Amount(5)	$55,000	$57,750	$57,750	$57,750	$54,862

The following notes to the table above provide important calculations showing how certain values are determined.

(1) Investment Amount at Term Start Date in year one is the $50,000 Purchase Payment. In years two through five, the Investment Amount at Term Start Date would be $55,000, $57,750, $57,750 and $57,750, respectively, which was the Investment Amount at Term End Date for the prior year.

(2) Index Performance is equal to the percentage change in the Index Value measured from the Term Start Date to the Term End Date. For example, in year one, Index Performance is calculated as follows:

(1,200 [Index Value at Term End Date] – 1,000 [Index Value at Term Start Date]) ÷ 1,000 [Index Value at Term Start Date] = 20%.

(3) In year one, Index Performance exceeds the Cap Rate and therefore the Performance Rate is equal to the Cap Rate. In years two and three the Performance Rate is equal to the Index Performance because the Index Performance is not negative and does not exceed the Cap Rate. In year four the Performance Rate is 0% because the Index Performance is –5% and the Shield 10 absorbs up to 10% of the negative Index Performance. In year five, the Performance Rate is –5% because the Index Performance is –15% and the Shield 10 absorbs up to 10% of negative Index Performance.

(4) The Performance Rate Adjustment is equal to the product of the Investment Amount at the Term Start Date adjusted for any withdrawals (including RMDs and systematic withdrawals) (there are no withdrawals in the example) multiplied by the Performance Rate. For example, in year one the Performance Rate Adjustment is calculated as follows:

$50,000 [Investment Amount at Term Start Date] x 10% [Performance Rate] = $5,000.

(5) The Investment Amount at the Term End Date is equal to the Investment Amount at Term Start Date adjusted for any withdrawals (including RMDs and systematic withdrawals) (there are no withdrawals in the example) plus the Performance Rate Adjustment. For example, in year one the Investment Amount at the Term End Date is calculated as follows:

$50,000 [Investment Amount at Term Start Date] + $5,000 [Performance Rate Adjustment] = $55,000.

Example 1B — Shield Option with Step Rate:

Owner 1 allocates her $50,000 Purchase Payment into a 1-Year Term / Shield 10 / S&P 500® Index with a Step Rate of 8% and lets it renew year after year for five years. The following example illustrates how her initial $50,000 Purchase Payment could perform over a five-year period given fluctuating Index Values. For renewals into the same Shield Option a new Step Rate would be declared and go into effect on the Contract Anniversary that coincides with the beginning of the new Shield Option.

Contract Year	1	2	3	4	5
Term Start Date
Investment Amount(1)	$50,000	$54,000	$58,320	$62,986	$62,986
Index Value	1,000	1,050	1,260	1,260	1,134
Term End Date
Index Value	1,050	1,260	1,260	1,134	964
Index Performance(2)	5%	20%	0%	-10%	-15%
Step Rate	8%	8%	8%	8%	8%
Shield Rate	10%	10%	10%	10%	10%
Performance Rate (one year)(3)	8%	8%	8%	0%	-5%
Performance Rate Adjustment(4)	$4,000	$4,320	$4,666	$0	-$3,149

Contract Year	1	2	3	4	5
Investment Amount(5)	$54,000	$58,320	$62,986	$62,986	$59,837

The following notes to the table above provide important calculations showing how certain values are determined.

(1) The Investment Amount at Term Start Date in year one is the $50,000 Purchase Payment. In years two through five, the Investment Amount at the Term Start Date would be $54,000, $58,320, $62,986 and $62,986, respectively, which was the Investment Amount at the Term End Date for the prior year.

(1,050 [Index Value at Term End Date] – 1,000 [Index Value at Term Start Date]) ÷ 1,000 [Index Value at Term Start Date]) = 5%.

(3) In years one, two and three the Performance Rate is equal to the Step Rate because the Index Performance is positive or zero. It should be noted that although Index Performance was 20% in year two, the Performance Rate is capped at 8% by the Step Rate. In year four the Performance Rate is 0% because the Index Performance is –10% and the Shield 10 absorbs up to 10% of the negative Index Performance. In year five, the Performance Rate is –5% because the Index Performance is –15% and the Shield 10 absorbs up to 10% of the negative Index Performance.

$50,000 [Investment Amount at Term Start Date] x 8% [Performance Rate] = $4,000.

$50,000 [Investment Amount at Term Start Date] + $4,000 [Performance Rate Adjustment] = $54,000.

CHARGES, FEES, AND ADJUSTMENTS

Interim Value Calculation

Your Investment Amount in each Shield Option on the Term End Date is calculated as described above under “Calculating your Investment Amount on a Term End Date”. In setting the various rates we use in calculating the Investment Amount, we assume that you are going to hold a Shield Option until the Term End Date. Nevertheless, you have the right under the Contract to make withdrawals, Surrender the Contract and annuitize before the Term End Date. Therefore, we calculate an Interim Value on each Business Day between the Term Start Date and the Term End Date.

Between the Term Start Date and the Term End Date, we use the Interim Value to calculate the amount that is available for (1) annuitization; (2) death benefits; (3) withdrawals (including RMDs and systematic withdrawals); and (4) Surrenders. The Interim Value is also used to determine how much the Investment Amount will be reduced by a withdrawal. You may obtain your Interim Value on any Business Day by calling us at (800) 343-8496 or by accessing our website at www.myaccounts.metlife.com. However, Interim Values fluctuate daily, and the current value(s) quoted may differ from the actual value(s) calculated.

We calculate the Interim Value of each Shield Option on any Business Day other than the Term Start Date and Term End Date. If you request a full or partial withdrawal during a Term, the Withdrawal Amount will be deducted from the Interim Values of the Shield Options in which you are invested (unless you instruct us otherwise for a partial

withdrawal). The net amount payable to you is equal to the amount withdrawn, less Premium Tax and other taxes, if any. (See “Withdrawal Provisions” for more information.) Once a Shield Option reaches the Term End Date, there is no Interim Value, and the Performance Rate will be applied to the Investment Amount based off the Rate Crediting Type and applicable Shield Rate.

Interim Value is equal to the Investment Amount at the Term Start Date, adjusted for any withdrawals, in the Shield Option, adjusted for the Index Performance of the associated Index and subject to the applicable Accrued Shield Rate, Accrued Cap Rate or Accrued Step Rate. A withdrawal from a Shield Option will reduce your Interim Value by the amount withdrawn on the date of withdrawal. The Interim Value calculation is different than the calculation we use to calculate the Investment Amount for a Shield Option on the Term End Date.

The Accrued Shield Rate is the portion of the Shield Rate that has accrued from the Term Start Date to any day within the Term. This is the amount that will be applied in calculating the Interim Value on any day prior to the Term End Date if Index Performance is less than zero. The Accrued Shield Rate is equal to the Shield Rate multiplied by the number of days elapsed since the Term Start Date, divided by the total number of days in the Term. You get more of the Shield Rate the closer you are to the Term End Date.

The Accrued Cap Rate is the portion of the Cap Rate that has accrued from the Term Start Date to any day within the Term. This is the maximum Index Performance that may be applied in calculating the Interim Value on any day prior to the Term End Date if Index Performance is greater than zero. The Accrued Cap Rate is equal to the Cap Rate multiplied by the number of days elapsed since the Term Start Date, divided by the total number of days in the Term.

The Accrued Step Rate is the portion of the Step Rate that has accrued from the Term Start Date to any day within the Term. This is the rate that will be applied in calculating the Interim Value on any day prior to the Term End Date if Index Performance is equal to or greater than zero. The Accrued Step Rate is equal to the Step Rate multiplied by the number of days elapsed since the Term Start Date, divided by the total number of days in the Term.

For purposes of determining the Accrued Shield Rate, Accrued Cap Rate and Accrued Step Rate, the total number of days in each calendar year of a Term is 365.

The Performance Rate during a particular Term is the Index Performance, adjusted for the applicable Accrued Shield Rate, Accrued Cap Rate or Accrued Step Rate.

Detailed information on the Interim Value calculation and examples can be found in the Statement of Additional Information (“SAI”) that accompanies this prospectus.

The Interim Value calculated may be less than the Investment Amount at the time the Interim Value is calculated even if the current Index Value is higher than it was on the Term Start Date. Additionally, the Shield Rate and the Rate Crediting Type only apply to amounts held in the Shield Option until the Term End Date. This means that the Interim Value does not receive the protection from loss provided by the Shield Rate, or the application of the Rate Crediting Type. The Interim Value could be more or less than the amount you would receive had you held the investment until the Term End Date, after the Performance Rate Adjustment. As a result, there could be less money available under your Contract for withdrawals, Surrenders, death benefit payments, and annuitization. A negative Interim Value could result in a loss beyond the protection of the Shield Rate. In extreme circumstances, you could lose up to 100% of the value of the Shield Option if you make a withdrawal, Surrender, or otherwise remove amounts from the Shield Options before the Term End Date.

The withdrawal amount will reduce the Investment Amount for each Shield Option by the percentage reduction in the Interim Value of such Shield Option (i.e. a proportional reduction). Accordingly, when the Interim Value is less than the Investment Amount, the reduction to the Shield Option is on a more than dollar for dollar basis. On the other hand, when the Interim Value is greater than the Investment Amount, the reduction to the Shield Option is on a less than dollar for dollar basis. The remaining Investment Amount after a withdrawal will be used as the new Investment Amount for the Term until the Term End Date or the next Interim Value calculation for that Shield Option.

Reductions to the Investment Amount will reduce the Interim Value for that Shield Option for the remainder of the Term, and, as a result, the positive interest, if any, credited to the remaining Investment Amount on the Term End Date will be less than if you had not taken a withdrawal.

Withdrawal Charge

The Withdrawal Charge was applicable for the first six complete Contract Years after the Issue Date. All contracts were issued at least six complete Contract Years ago and the Withdrawal Charge is therefore no longer applicable to any Contracts.

Premium and Other Taxes

We reserve the right to deduct from the Purchase Payment or Account Value any taxes relating to the Contract paid by us to any government entity (including, but not limited to, Premium Taxes, Federal, state and local withholding of income, estate, inheritance, other taxes required by law and any new or increased state income taxes that may be enacted into law). Premium tax rates generally range from 0.08% to 3.5%. We will determine when taxes relate to the Contract. We may pay taxes when due and deduct that amount from the Account Value at a later date. Payment at an earlier date does not waive any right we may have to deduct amounts at a later date. Generally, it is our practice not to charge Premium Taxes until Annuity Payments begin.

Income Taxes

We reserve the right to deduct from the Contract for any income taxes which we incur because of the Contract. At the present time, however, we are not incurring any such income tax or making any such deductions.

WITHDRAWAL PROVISIONS

Prior to the Annuity Date, you may, upon Notice to us, request a full or a partial withdrawal and we will withdraw that amount from your Account Value (the “Withdrawal Amount”). A withdrawal (including RMDs and systematic withdrawals) will result in a reduction to the Investment Amount in each Shield Option and the Fixed Account in the ratio that each Shield Option and the Fixed Account bears to the total Account Value, unless you instruct us otherwise.

For a partial withdrawal, the amount you receive will be equal to the requested Withdrawal Amount reduced by any applicable Premium Tax and other taxes (a “gross withdrawal”). Alternatively, you can choose to have the Premium Tax and other taxes deducted from the remaining Account Value, in which case you would receive the full dollar amount you requested. A withdrawal (including RMDs and systematic withdrawals) will also result in a proportionate reduction to the death benefit under the Contract.

If you have the Return of Premium death benefit, your Purchase Payment is reduced proportionally by the percentage reduction in Account Value of the Shield Option(s) and the Fixed Account, for each partial withdrawal.

The total Withdrawal Amount from the Account Value must not be less than $500, which is the minimum partial withdrawal amount. If the withdrawal would result in the Account Value being less than the Minimum Account Value ($2,000), we will treat the withdrawal request as a request for a full withdrawal. We will not terminate any Contract if at the time the termination would otherwise occur the guaranteed amount under any death benefit is greater than the Account Value.

If you request a full or partial withdrawal (unless you instruct us otherwise for a partial withdrawal), the Withdrawal Amount after adjustments will result in our paying you a net amount. The net amount payable to you is equal to the amount withdrawn from the Account Value, less Premium Tax and other taxes, if any.

Withdrawals (including RMDs and systematic withdrawals) from the Fixed Account will reduce the Fixed Account Value dollar for dollar by the portion of the Withdrawal Amount deducted from the Fixed Account. Withdrawals from the Shield Options on the Term End Date will reduce the Investment Amount dollar for dollar by the portion of the Withdrawal Amount deducted from the Shield Options after the application of the Performance Rate.

If the withdrawal is taken during a Term, the Withdrawal Amount (including RMDs and systematic withdrawals) will reduce the Investment Amount for each Shield Option by the percentage reduction in the Interim Value of such Shield Option (i.e. a proportional reduction). Accordingly, when the Interim Value is less than the Investment Amount, the reduction to the Shield Option is on a more than dollar for dollar basis. On the other hand, when the Interim Value is greater than the Investment Amount, the reduction to the Shield Option is on a less than dollar for dollar basis. See “Interim Value Calculation” under “Charges, Fees, And Adjustments” for more information.

For example, assume Owner 1 makes a $100,000 Premium payment at Contract issue and allocates Purchase Payment equally to two Shield Options so that each starts with $50,000. This amount is the initial Investment Amount. Assume in 6 months Shield Option A has an Interim Value of $65,000 and Shield Option B has an Interim Value of $45,000. Assume at this time Owner 1 decides to make a withdrawal of $20,000. If the entire withdrawal is taken from Shield Option A, the reduction in the Interim Value is 30.77% ($20,000 ÷ $65,000). The Investment Amount for Shield Option A would then be reduced to $34,615.38 ($50,000 x (1-30.77%)). The total Investment Amount is then $84,615.38 ($34,615.38 + $50,000). If the entire withdrawal is taken from Shield Option B, the reduction in the Interim Value is 44.44% ($20,000 ÷ $45,000). The Investment Amount for Shield Option B would be reduced to $27,777.78 ($50,000 x (1-44.44%)). The total Investment Amount is then $77,777.78 ($50,000 + $27,777.78).

The remaining Investment Amount after a withdrawal will be used as the new Investment Amount for the Term until the Term End Date or the next Interim Value calculation for that Shield Option. A partial withdrawal from a Shield Option does not affect the Cap Rate and Step Rate, as applicable, and the Shield Rate that will apply to the remaining Investment Amounts that are held in the Shield Option through the Term End Date.

After receipt of a Notice of withdrawal from you, we reserve the right to defer payment for a withdrawal for the period permitted by applicable law but not more than six (6) months.

Divorce. A withdrawal made pursuant to a divorce or separation will reduce the Account Value and the death benefit. The withdrawal could have a significant negative impact on the death benefit. Withdrawals pursuant to divorce may have tax consequences, so it is important that you consult a qualified tax advisor.

Systematic Withdrawal Program

For automated processing of RMD amounts withdrawn from an IRA Contract or qualified annuity Contract, you may elect this program in any Contract Year. However, for automated processing of amounts withdrawn for purposes other than RMDs, you may elect this program after the first Contract Year for up to 10% of your Account Value as of the prior Contract Anniversary. We do not assess a charge for this program. You can receive payments monthly, quarterly, semi-annually, or annually provided that each payment must amount to at least $100 (a minimum of $500 must be distributed per Contract Year).We reserve the right to change the required minimum or the availability of this program. If the New York Stock Exchange is closed on a day when the withdrawal is to be made, we will process the withdrawal on the next Business Day. While the Systematic Withdrawal Program is in effect, you can make additional withdrawals outside the program.

Withdrawals under the Systematic Withdrawal Program may either be drawn proportionally from all Allocation Options or you can designate where the withdrawal will be drawn: one or more Shield Options and/or the Fixed Account.

Each withdrawal, systematic or otherwise, will reduce the Investment Amount for each Shield Option by the same percentage reduction in the Interim Value of such Shield Option (i.e. a proportional reduction). Therefore, a withdrawal when Interim Value is less than the Investment Amount will cause a greater percentage reduction in the remaining Investment Amount relative to the percentage reduction for the same Withdrawal Amount when Interim Value is greater than the Investment Amount. These systematic withdrawals may have an adverse effect on the values and benefits under your Contract. If you intend to make such ongoing withdrawals, you should consult with a financial professional about whether this Contract is appropriate for you.

If you choose proportional withdrawals, all withdrawals are drawn from the Shield Options and the Fixed Account in the ratio that each Shield Option(s) and the Fixed Account bears to your Account Value.

If you choose withdrawals from specific Shield Option(s) and the Fixed Account all withdrawals are drawn from the specified Shield Option(s) and Fixed Account in an amount you determine. If there are insufficient funds in the specified Shield Options and the Fixed Account to cover the amount of the withdrawal, the withdrawal will be processed to take the amount in that Shield Option and the Fixed Account to $0, and the remaining amount of the withdrawal will default to proportional from all Shield Options and the Fixed Account to which you are allocated. Future withdrawals under the Systematic Withdrawal Program will continue to be drawn proportionally, unless you instruct us otherwise.

You may terminate your participation in the Systematic Withdrawal Program at any time. We will terminate your participation in the Systematic Withdrawal Program when we receive notification of your death.

Income taxes, tax penalties, and certain restrictions may apply to withdrawals under the Systematic Withdrawal Program. Withdrawals under the Systematic Withdrawal Program are subject to the same risks as any other withdrawals under the Contract. Moreover, since Withdrawal Amounts from a Shield Option will reduce the Investment Amount for that Shield Option by the percentage reduction in the Interim Value of that Shield Option, a withdrawal when the Interim Value is lower than the Investment Amount will cause a greater percentage reduction in the Investment Amount relative to the percentage reduction for the same Withdrawal Amount when the Interim Value is higher than the Investment Amount.

Example 2 — Withdrawals

Examples 2A and 2B are intended to show how withdrawals work. Both examples assume that Owner 1 allocates her $50,000 Purchase Payment to the 1-Year Term / Shield 10 / S&P 500®Index with a Cap Rate of 10%. Example 2A will illustrate a withdrawal when Interim Value, at the time of the withdrawal is greater than the Investment Amount on the Term Start Date. Example 2B will illustrate a withdrawal when Interim Value, at the time of the withdrawal, is less than the Investment Amount on the Term Start Date. In both examples, Owner 1 takes only one $20,000 withdrawal exactly halfway through the Term. The remaining Investment Amount after a withdrawal will be used as the new Investment Amount for the Term until the Term End Date for that Shield Option (assuming no additional withdrawals).

Example 2A — Interim Value is greater than Investment Amount:

Term Start Date
Investment Amount	$50,000
Shield Rate	Shield 10
Cap Rate	10%
Index Value	500
Interim Value Calculation Halfway Through Term
Index Value	600
Index Performance(1)	20%
Time Remaining in Shield Option (in months)	6
Market Value Rate on calculation date	3%
Market value of Fixed Income Asset Proxy	$49,452.40
Market value of Derivative Asset Proxy	$4,062.37
Interim Value of Shield Option(2)	$53,514.77
Withdrawal Amount taken	$20,000
Term End Date
Index Value	560
Index Performance(5)	12%
Performance Rate(6)	10%
Performance Rate Adjustment(7)	$3,131.36
Investment Amount(8)	$34,44.93

The following notes to the table above provide important calculations showing how certain values are determined.

(1) Index Performance is equal to the percentage change in the Index Value measured from the Term Start Date to the date of the Interim Value calculation. Index Performance is calculated as follows:

(600 [Index Value on date of Interim Value calculation] – 500 [Index Value at Term Start Date]) ÷ 500 [Index Value at Term Start Date]) = 20%

(2) For examples demonstrating the calculation of the Interim Value, see the SAI.

(3) The Investment Amount is reduced proportionally by the withdrawal taken based on the reduction in Interim Value. Therefore, the Investment Amount adjusted for any withdrawals is calculated as follows:

$50,000 [Investment Amount on Term Start Date] x (1-$20,000 [gross withdrawal amount halfway through the Term] ÷ $53,514.77 [InterimValue on date of withdrawal]) = $31,313.57

The proportionally reduced Investment Amount is used as the new Investment Amount at Term Start Date for the Term until theTerm End Date for this Shield Option (assuming no additional withdrawals).

(4) The net amount payable to the Contract Owner is equal to the amount withdrawn. The net amount payable is calculated as follows:

$20,000 [amount withdrawn] = $20,000.

(5) Index Performance at the Term End Date is equal to the percentage change in the Index Value measured from the Term Start Date to the Term End Date. Index Performance at the Term End Date is calculated as follows:

(560 [Index Value at Term End Date] – 500 [Index Value at Term Start Date]) ÷ 500 [Index Value at Term Start Date] = 12%

(6) Index Performance at the Term End Date exceeds the Cap Rate and therefore the Performance Rate at the Term End Date is equal to the Cap Rate.

(7) The Performance Rate Adjustment at the Term End Date is equal to the Investment Amount at the Term Start Date adjusted for any withdrawals multiplied by the Performance Rate at the Term End Date. The Performance Rate Adjustment at the Term End Date is calculated as follows:

$31,313.57 [Investment Amount adjusted for withdrawal] x 10% [Performance Rate at Term End Date] = $3,131.36

(8) The Investment Amount at the Term End Date is equal to the Investment Amount one year after the Term Start Date adjusted for any withdrawals plus the Performance Rate Adjustment at Term End Date. The Investment Amount at the Term End Date is calculated as follows:

$31,313.57 [Investment Amount adjusted for withdrawal] + $3,131.36 [Performance Rate Adjustment at Term End Date] = $34,444.93

Example 2B — Interim Value is greater than Investment Amount:

Term Start Date
Investment Amount	$50,000
Shield Rate	Shield 10
Cap Rate	10%
Index Value	500
Interim Value Calculation Halfway Through Term
Index Value	400
Index Performance(1)	-20%
Time Remaining in Shield Option (in months)	6
Market Value Rate on calculation date	3%
Market value of Fixed Income Asset Proxy	$49,452.40

Market value of Derivative Asset Proxy	-$4,661.31
Interim Value of Shield Option(2)	$44,791.09
Withdrawal Amount taken	$20,000
Investment Amount Adjusted for any withdrawals(3)	$27,674.13
Term End Date
Index Value	450
Index Performance(4)	-10%
Performance Rate(5)	0%
Performance Rate Adjustment(6)	$0
Investment Amount(7)	$27,674.13

The following notes to the table above provide important calculations showing how certain values are determined.

(1)Index Performance is equal to the percentage change in the Index Value measured from the Term Start Date to the date of the Interim Value calculation. Index Performance is calculated as follows:

400 [Index Value on date of Interim Value calculation] – 500 [Index Value at Term Start Date]) ÷ 500 [Index Value at Term Start Date]) = –20%

(2) For examples demonstrating the calculation of the Interim Value, see the SAI.

$50,000 [Investment Amount on the Term Start Date] x (1-$20,000 [gross withdrawal amount halfway through the Term]) ÷ $44,791.09 [Interim Value on date of withdrawal] = $27,674.13

The proportionally reduced Investment Amount is used as the new Investment Amount at Term Start Date for the Term until the Term End Date for this Shield Option (assuming no additional withdrawals).

(4) Index Performance at the Term End Date is equal to the percentage change in the Index Value measured from the Term Start Date to the Term End Date. Index Performance at the Term End Date is calculated as follows: Term End Date. Index Performance at the Term End Date is calculated as follows:

(450 [Index Value at Term End Date] – 500 [Index Value at Term Start Date]) ÷ 500 [Index Value at Term Start Date] = –10%

(5) The Performance rate at the Term End Date is 0% because the Index Performance at the Term End Date is –10% and the Shield 10 absorbs up to 10% of the negative Index Performance.

(6) The Performance Rate Adjustment at the Term End Date is equal to the Investment Amount at the Term Start Date adjusted for any withdrawals multiplied by the Performance Rate at the Term End Date. The Performance Rate Adjustment at the Term End Date is calculated as follows:

$27,674.13 [Investment Amount adjusted for withdrawal] x 0% [Performance Rate at Term End Date] = $0

(7) The Investment Amount at the Term End Date is equal to the Investment Amount adjusted for any withdrawals plus the Performance Rate Adjustment at Term End Date. The Investment Amount at the Term End Date is calculated as follows:

$27,674.13 [Investment Amount adjusted for withdrawal] + $0 [Performance Rate Adjustment at Term End Date] = $27,674.13

TRANSFERS

Transfers or Renewals during Transfer Period following Term End Date

You may make transfers only during the Transfer Period following the Term End Date. You may transfer all or a portion of the amount in your Shield Option. Subject to the minimum allocation of $500, you may make transfers to or from the Fixed Account and to or from the Shield Option(s). We must receive Notice of your election to transfer, in a form satisfactory to us or by calling us at (800) 343-8496, no later than five (5) calendar days after the Contract Anniversary on which the transfer will take place. Your financial professional can provide more information or you may contact our Annuity Service Office. You cannot make transfers outside the Transfer Period and transfers may not be made after the Annuity Date. To make a transfer from a Shield Option in which you have an Investment Amount the Shield Option must have reached its Term End Date. The Transfer Period is the five (5) days following the Contract Anniversary coinciding with the Term End Date and Fixed Account Term End Date, as applicable, for the Shield Option(s) and/or the Fixed Account. The effective date of such transfer is the first day of the Fixed Account Term and/or a Term(s) in which the transfer is made.

If you make a transfer during the Transfer Period, the amount available to transfer is the Interim Value of each Shield Option, which will equal the Investment Amount in that Shield Option at the Term End Date. After the Transfer Period, the Interim Value of that Shield Option is a calculated value (as described in the “Interim Value Calculation” section).

If you do not make a transfer during the Transfer Period following the Term End Date, the Investment Amount allocated to the Shield Option that has reached its Term End Date will automatically be renewed into the same Shield Option unless you elect to transfer into a different Shield Option or the Fixed Account.

There are two ways you may find out what the renewal Cap Rates and Step Rates will be for a subsequent Term. Thirty (30) days before the current Term expires, we will send you a notification, written or electronic depending on your selected preference, indicating your maturing Shield Options and how you can obtain the new Cap Rates and Step Rates. You may also access our webssite at www.metlife.com/variable-products-resources/shield-annuities/. See “Rate Crediting Types.” You have the Transfer Period to notify us if you want to transfer some or all of your Investment Amount to a new Shield Option(s) or the Fixed Account.

Renewals

For renewals into the same Shield Option, a new Cap Rate and Step Rate as applicable, will be declared and will go into effect on the Contract Anniversary that coincides with the beginning of the new Shield Option.

Example 3 — Transfers

Example 3 is intended to show how transfers work. Owner 1 allocates her $50,000 Purchase Payment to the 1-Year Term / Shield 10 / S&P 500® Index with a Cap Rate of 10%. At the end of the 1-Year Term, she transfers 50% of her 1-Year Term / Shield 10 / S&P 500® Index with a Cap Rate of 10% into a 1-Year Term / Shield 10 / Russell 2000® Index with a Cap Rate of 12% and opts to let the remaining 50% of her Investment Amount automatically renew.

Shield Options prior to Transfer:

Contract Year	1
Term Start Date

Contract Year	1
Investment Amount	$50,000
Index Value	1,000
Term End Date
Index Value	1,200
Index Performance(1)	20%
Cap Rate	10%
Sheild Rate	Shield 10
Performance Rate (one year)(2)	10%
Performance Rate Adjustment(3)	$5,000
Investment Amount(4)	$55,000

The following notes to the table above provide important calculations showing how certain values are determined:

(1) Index Performance is equal to the percentage change in the Index Value measured from the Term Start Date to the Term End Date. Index Performance is calculated as follows:

(1,200 [Index Value at Term End Date] – 1,000 [Index Value at Term Start Date]) ÷ 1,000 [Index Value at Term Start Date]) = 20%

(2) Since Index Performance is greater than zero and exceeds the Cap Rate, the Performance Rate equals the Cap Rate.

(3) The Performance Rate Adjustment is equal to the product of the Investment Amount at the Term Start Date adjusted for any withdrawals (there are no withdrawals in the example) multiplied by the Performance Rate. The Performance Rate Adjustment is calculated as follows:

$50,000 [Investment Amount at Term Start Date] x 10% [Performance Rate] = $5,000

(4) The Investment Amount at Term End Date is equal to the Investment Amount at Term Start Date adjusted for any withdrawals (there are no withdrawals in the example) plus the Performance Rate Adjustment. The Investment Amount is calculated as follows:

$50,000 [Investment Amount at Term Start Date] + $5,000 [Performance Rate Adjustment] = $55,000

Shield Options after Transfer:

Contract Year	2
	1-Year Term / Shield 10 / S&P 500® Index with a Cap Rate of 10%	1-Year Term / Shield 10 / Russell 2000® Index with a Cap Rate of 12%
Investment Amount at Term Start Date(second term)(1)	$27,500	$27,500

Notes:

(1) The Investment Amount at Term End Date is reallocated so that 50% is renewed in the same Shield Option and 50% is allocated to a new Shield Option.

BENEFITS AVAILABLE UNDER THE CONTRACT

The following table summarizes information about the standard benefits available under the Contract.

Name of Benefit*	Purpose	Is Benefit Standard or Optional?	Maximum Fee	Brief Description of Restrictions/ Limitations
Account Value Death Benefit	Pays a death benefit equal to the Account Value	Standard	N/A	●Only available during the Accumulation Period. ●Account Value may reflect an Interim Value calculation for the Shield Options, which may be less than the Investment Amount. ●Withdrawals will reduce the death benefit, perhaps significantly, and such reductions could be greater than the amount withdrawn.
Return of Premium Death Benefit	Pays a death benefit equal to the greater of your Account Value or your Purchase Payment (adjusted for any withdrawals)	Optional	N/A	●Only available during the Accumulation Period ●For Owners aged 72 or younger on the Issue Date of your Contract. ●Account Value may reflect an Interim Value calculation for the Shield Options, which may be less than the Investment Amount. ●Withdrawals will reduce the death benefit, perhaps significantly, and such reductions could be greater than the amount withdrawn.

Name of Benefit*	Purpose	Is Benefit Standard or Optional?	Maximum Fee	Brief Description of Restrictions/ Limitations
Systematic Withdrawal Program	Allows automated processing of amounts withdrawn from your Contract	Standard	N/A	●Available after the first Contract Year for RMD amounts withdrawn from an IRA Contract or qualified annuity Contract. ●Available after the first Contract Year and for up to 10% of your Account Value as of the prior Contract Anniversary for automated processing of amounts withdrawn for purposes other than RMDs. ●Each payment must be at least $100. ●A minimum of $500 must be distributed each Contract Year. ●Withdrawals may only be on a monthly, quarterly, semi-annual, or annual basis.

DEATH BENEFIT

If you die during the Accumulation Period, we will pay a death benefit to your Beneficiary (or Beneficiaries). The standard death benefit for your Contract is described below.

Please check your Contract for the specific provisions applicable to you. We will require both due proof of death and an acceptable election for the payment method before any death benefit is paid. Our obligations are subject to all payments made and actions taken by us before our receipt of Notice of due proof of death. Any death benefit will be paid in accordance with applicable law or regulations governing death benefit payments. (See “General Death Benefit Provisions” below.)

If you are age 73 or older at the Issue Date of your Contract, the standard death benefit is the Account Value.

If you are age 72 or younger at the Issue Date of your Contract, you may have chosen the standard death benefit or the Return of Premium death benefit. The Return of Premium Death benefit which is the greater of:

(1) your Account Value (which may be based on the Interim Values of the Shield Options); or

(2) your Purchase Payment, reduced proportionally by the percentage reduction in Account Value of the Shield Option(s) and the Fixed Account for each partial withdrawal.

If a non-natural person owns the Contract, then the Annuitant will be deemed to be the Owner for purposes of determining the Death Benefit Amount. If Joint Owners are named, the age of the oldest Joint Owner will be used to determine the Death Benefit.

If the Owner is a natural person and the Owner is changed to someone other than a spouse, the Death Benefit Amount will be determined as defined above; however, for the Return of Premium death benefit, subsection (2) will be changed to provide as follows: “the Account Value as of the effective date of the change of Owner, reduced proportionally by the percentage reduction in Account Value of the Shield Option(s) and the Fixed Account for each partial withdrawal made after such date.

In the event that a Beneficiary who is the spouse of the Owner elects to continue the Contract in his or her name after the Owner dies, the Death Benefit Amount for the Return of Premium death benefit will be determined in accordance with (1) or (2) above.

The Death Benefit Amount cannot be withdrawn as a lump sum prior to the death of the Owner (or Annuitant where the Owner is a non-natural person).

The current Death Benefit Amount will appear on any reports that are sent to you.

The death benefit terminates (a) upon termination of the Contract; (b) when the entire Account Value is applied to an Annuity Option; or (c) when the Account Value is reduced to zero.

See Appendix D for examples of the Return of Premium death benefit.

General Death Benefit Provisions

If the Beneficiary under a Qualified Contract is the Owner’s spouse, the tax law generally allows distributions to begin by the year in which the Annuitant would have been required to begin taking distributions (which may be more or less than ten years after the Annuitant’s death). (See “Federal Tax Considerations” for a discussion of the tax law requirements applicable to distributions from Qualified Contracts).

The Death Benefit Amount is determined as of the end of the Business Day on which we receive both due proof of death and an acceptable election for the payment method. Where there are multiple Beneficiaries, the death benefit will be determined as of the time the first Beneficiary submits the necessary documentation in Good Order. The Death Benefit Amount remains in the Contract until each of the other Beneficiaries submits the necessary documentation in Good Order to claim his/her death benefit. Any Death Benefit Amounts held in the Contract on behalf of the remaining Beneficiaries will remain in the existing Shield Options and/or the Fixed Account and are subject to fluctuation in value. This risk is borne by the Beneficiaries. There is no additional death benefit guarantee.

For the Return of Premium death benefit, if the Beneficiary chooses to continue the Contract, any excess of the Death Benefit Amount over the Account Value will be allocated to the Fixed Account.

Upon the death of either Owner, the surviving Joint Owner will be the primary Beneficiary. Any other Beneficiary designation will be treated as a contingent Beneficiary, unless instructed otherwise.

If we are presented with Notice of your death before any requested transaction is completed, we will cancel the request. As described above, the death benefit will be determined when we receive both due proof of death and an election for the payment method.

We will pay interest on any delayed death benefit payments in accordance with the laws and regulations in effect under the applicable state law.

Controlled Payout

You may elect to have the death benefit proceeds paid to your Beneficiary in the form of Annuity Payments for life or over a period of time that does not exceed your Beneficiary’s life expectancy, subject to applicable tax law requirements. This election must be in writing in a form acceptable to us. You may revoke the election only in writing and only in a form acceptable to us. Upon your death, the Beneficiary cannot revoke or modify your election. The Controlled Payout is only available to Non-Qualified Contracts.

Death of Owner During the Accumulation Period

The death benefit will be paid to your Beneficiary(ies) upon your death, or the first death of a Joint Owner. If the Contract is owned by a non-natural person, the Annuitant will be deemed the Owner in determining the death benefit. If there are Joint Owners, the age of the older Owner will be used to determine the death benefit.

Death of Annuitant During the Accumulation Period

Upon the death of an Annuitant, who is not the Owner or Joint Owner, the Owner (or Oldest Joint Owner) automatically becomes the Annuitant, unless the Owner, subject to our underwriting requirements in effect at the time of the request, chooses a new Annuitant. If the Owner is a non-natural person, the death of the Annuitant will be treated as the death of an Owner, and a new Annuitant may not be named. (See “Death of Owner During the Accumulation Period” above).

Death Benefit Options

In the event an Owner (or the Annuitant, where the Owner is not a natural person) dies during the Accumulation Period, a Beneficiary must choose payment of the death benefit under one of the options below (unless the Owner has previously made the election or due to the requirements of the Code). The death benefit options available under the Contract include the following and any other options acceptable to you and us:

(a) Option 1 — lump sum payment in cash; or

(b) Option 2 — payment of death benefit under an Annuity Option or other periodic payment option acceptable to us (if permitted by the Code) in substantially equal periodic payments (made at least annually) over the lifetime of the Beneficiary or over a period not extending beyond the life expectancy of the Beneficiary with distribution beginning within one (1) year of the date of death of the Owner or the first Joint Owner to die. Any portion of the death benefit not applied within one (1) year of the date of the Owner’s or Joint Owner’s death must be distributed within five (5) years of the date of death.

For Non-Qualified Contracts, payment must begin within one year of the date of death. For Qualified Contracts, payment must begin no later than the end of the calendar year immediately following the year of death.

We may also offer a payment option, for both Non-Qualified Contracts and certain Qualified Contracts, under which your Beneficiary may receive payments over a period not extending beyond his or her life expectancy, under a method of distribution similar to the distribution of RMDs that are taken as withdrawals from Individual Retirement Accounts. Such payment option may be limited to certain categories of beneficiaries. If this option is elected, we will issue a new contract to your Beneficiary in order to facilitate the distribution of payments. Upon the death of your Beneficiary, the death benefit would be required to be distributed in accordance with applicable tax law requirements. In some cases, this will require that the proceeds be distributed more rapidly than the method of distribution in effect at the time of your Beneficiary’s death. (See “Federal Tax Considerations.”)

If a lump sum payment is elected and all the necessary requirements are met, the payment will be made within seven (7) days.

All options must comply with applicable federal income tax rules. The tax rules are complex and differ for Non-Qualified Contracts and Qualified Contracts. As a general matter, the entire death benefit must be paid within five (5) years (or in some cases 10 years for Qualified Contracts) of the Owner’s date of death unless an exception applies. You should consult your tax adviser about the tax rules applicable to your situation.

Beneficiary Continuation Options. We offer two types of Beneficiary Continuation Options during the Accumulation Period: the Spousal Continuation and Non-Spousal Beneficiary Continuation Options described below. We must receive Notice of the election of one of these Beneficiary Continuation Options by the end of the 90th day after we receive Notice of due proof of death. If the surviving spouse qualifies for Spousal Continuation and has not chosen one of the death benefit options above by the end of the 90 day period, the Spousal Continuation Option will be automatically applied on the 90th day. If a Non-Spousal Beneficiary qualifies for Non-Spousal Beneficiary Continuation and has not chosen one of the death benefit options above by the end of the 90 day period, the Non-Spousal Beneficiary Continuation Option will be automatically applied on the 90th day.

Spousal Continuation. If the Owner dies during the Accumulation Period, the spouse may choose to continue the Contract in his or her own name, to the extent permitted by law, and exercise all of the Owner’s rights under the Contract. Upon such election the Account Value will be adjusted to an amount equal to the Death Benefit Amount determined upon such election and receipt of due proof of death of the Owner. Any excess of the Death Benefit Amount over the Account Value will be allocated to the Fixed Account.

Spousal continuation will not satisfy minimum required distribution rules for Qualified Contracts other than IRAs. (See “Federal Tax Considerations.”)

Non-Spousal Beneficiary Continuation. A Beneficiary who is not a spouse generally can choose to continue a Non-Qualified Contract until the fifth anniversary of the Owner’s death, and a Qualified Contract generally until the tenth anniversary of the Owner’s death. The Contract can be continued by a Beneficiary only if his or her share of the death benefit is at least equal to the Minimum Account Value. If the Beneficiary continues the Contract under this provision his or her share will not be paid. It will instead be continued in the Contract on the date we determine the Death Benefit Amount. Such Beneficiary will have the right to make partial and full withdrawals of his/her share of the Contract. Such Beneficiary will also have the right to make transfers at the Term End Date or the Fixed Account Term End Date.

During the continuation period the Beneficiary can choose to receive his/her share of the Contract in a single lump sum payment or, to the extent permitted by the Code, apply it to an Annuity Option or other option acceptable to us that must be payable for the life of the Beneficiary or for a term no longer than the life expectancy of the Beneficiary starting within one (1) year after the death of the Owner.

On the fifth anniversary of the death of a Non-Qualified Contract Owner, (or generally the tenth anniversary of the death of a Qualified Contract Owner), any Beneficiary will be paid his/her share of the Account Value that has not been applied to an Annuity Option or other settlement option permissible under the Code, in a single lump sum payment and the Contract will terminate.

ANNUITY PAYMENTS (THE ANNUITY PERIOD)

Annuity Date

Date Under the Contract you can receive regular Annuity Payments. You can choose the month and year in which those payments begin (the “Annuity Date”). The Annuity Date must not be less than thirteen (13) months from the Issue Date and will be the first day of the calendar month unless, subject to our current established administrative procedures, we allow you to select another day of the month as your Annuity Date. You can change the Annuity Date at any time before the Annuity Date, subject to certain limitations and restrictions that may apply in your state. Annuity Payments must begin on, or before, the Maturity Date. Please note that in the Contract, the Annuity Date and Maturity Date are the same date.

Maturity Date

The Maturity Date is specified in your Contract at purchase and is the Contract Anniversary after the oldest Owner’s 90th birthday or 10 years from the date we issue your Contract, whichever is later. If Annuity Payments do not begin on, or before, the Maturity Date, the Contract will be annuitized at the Maturity Date under the Contract’s default Annuity Option, or you can make a complete withdrawal of your Account Value.

You can change or extend your Maturity Date at any time before the Maturity Date with thirty (30) days prior notice to us (subject to restrictions that may apply in your state, restrictions imposed by your selling firm and our current established administrative procedures.) The latest date we will allow you to extend to must be based on the Owner’s age (Annuitant's age if the Owner is not a natural person). You must contact us at our Annuity Service Office to make this election. This requirement may be changed by us. Please be aware that once your Contract is annuitized, your beneficiaries are ineligible to receive any death benefit.

Annuity Payments

You (unless another payee is named) will receive Annuity Payments during the Annuity Period. The Annuitant is the natural person(s) whose life we look to in the determination of Annuity Payments. All Annuity Payments are fixed as to amount.

The Account Value, less any applicable Premium Taxes on the day immediately preceding the Annuity Date will be used to determine the Annuity Payment amount. The amount of each Annuity Payment will be based upon the Annuity Option elected, the Annuitant’s age, the Annuitant’s sex (where permitted by law), and the appropriate Annuity Option table. Your annuity rates will not be less than those guaranteed in your Contract at the time of purchase. If, as of the annuity calculation date, the then current Annuity Option rates applicable to this class of contracts provide an Annuity Payment greater than that which is guaranteed under the same Annuity Option under the Contract, the greater payment will be made.

Annuity Payments will be paid as monthly installments or at any frequency acceptable to you and us. If the amount of the Account Value to be applied under an Annuity Option is less than $5,000, we reserve the right to make one lump sum payment equal to the then current Account Value in lieu of Annuity Payments. If the amount of the

Annuity Payment would be less than $100, we may reduce the frequency of payments to an interval which will result in the payment being at least $100, but with a frequency of no less than annually.

Annuity Options

You can choose among annuity plans (the “Annuity Options”). You can change it at any time before the death benefit becomes payable or the Annuity Date.

If you do not choose an Annuity Option before the Contract is annuitized, Option 1, which provides a life annuity with 10 years of guaranteed Annuity Payments, will automatically be applied.

You can choose one of the following Annuity Options or any other Annuity Option acceptable to us. After Annuity Payments begin, you cannot change the Annuity Option, subject to the requirements of the Code.

If more than one frequency is permitted under your Contract, choosing less frequent payments will result in each Annuity Payment being larger. For Annuity Options with a designated period, choosing a shorter designated period will result in each Annuity Payment being larger.

Option 1. Life Annuity With 10 Years of Annuity Payments Guaranteed. Under this option, we will make Annuity Payments so long as the Annuitant is alive. If, when the Annuitant dies, we have made Annuity Payments for less than ten years, we will then continue to make Annuity Payments to the Beneficiary for the rest of the 10 year period.

Option 2. Joint and Last Survivor Annuity with 10 Years of Annuity Payments Guaranteed. Under this option, we will make Annuity Payments so long as the Annuitant and a second person (joint Annuitant) are both alive. When either Annuitant dies, we will continue to make Annuity Payments, so long as the survivor continues to live. If, at the last death of the Annuitant and the joint Annuitant, we have made Annuity Payments for less than ten years, we will then continue to make Annuity Payments to the Beneficiary for the rest of the 10 year period.

We may require proof of the age or sex of an Annuitant before making any Annuity Payments under the Contract that are measured by the Annuitant’s life. If the age or sex of the Annuitant has been misstated, the amount payable will be the amount that the Account Value would have provided at the correct age or sex. Once Annuity Payments have begun, any underpayments will be made up in one sum with the next Annuity Payment or in any other manner agreed to by us. Any overpayments will be deducted first from future Annuity Payments. No interest will be credited or charged in the event of an underpayment or overpayment.

Upon the death of the last surviving Annuitant, the Beneficiary may choose to continue receiving Annuity Payments (if permitted by the Code) or to receive the commuted value of the remaining guaranteed payments. The calculation of the commuted value will be done using the then current Annuity Option rates.

Due to underwriting, administrative or Code considerations, there may be limitations on payments to the survivor under Option 2 and/or the duration of the guarantee period under Options 1 and 2.

Tax rules with respect to decedent contracts may prohibit the election of Joint and Last Survivor Annuity Options (or annuity types) and may also prohibit payments for as long as the Owner’s life in certain circumstances.

In addition to the Annuity Options described above, we may offer an additional payment option that would allow your Beneficiary to take distribution of the Account Value over a period not extending beyond his or her life expectancy. Under this option, annual distributions would not be made in the form of an annuity, but would be

calculated in a manner similar to the calculation of RMDs from IRAs. (See “Federal Tax Considerations.”) We generally intend to make this payment option available to both Qualified Contracts and Non-Qualified Contracts, to the extent allowed under the Code; however, such payment option may be limited to certain categories of beneficiaries. In the event that you purchased the Contract as a Qualified Contract, you must take distribution of the Account Value in accordance with the minimum required distribution rules set forth in applicable tax law. (See “Federal Tax Considerations.”) Under certain circumstances, you may satisfy those requirements by electing an Annuity Option. Upon your death, if Annuity Payments have already begun under a Qualified Contract, applicable tax law may require that any remaining Annuity Payments be paid over a shorter period than originally elected or otherwise adjusted to comply with the tax law. If you purchased the Contract as a Non-Qualified Contract, the tax rules that apply upon your death are similar to the tax rules for Qualified Contracts, but differ in some material respects. For example, if you die after Annuity Payments have already begun under a Non-Qualified Contract, any remaining Annuity Payments can continue to be paid, provided that they are paid at least as rapidly as under the method of distribution in effect at the time of your death.

Death of Owner During the Annuity Period

If the Owner (or a Joint Owner), is not the Annuitant, and dies during the Annuity Period, any remaining guaranteed payments under the Annuity Option elected will continue at least as rapidly as under the method of distribution in effect at the time of the Owner’s (or Joint Owner’s) death, but in all events in accordance with applicable tax law requirements. Upon the death of the Owner (or a Joint Owner) during the Annuity Period, the Beneficiary becomes entitled to exercise the rights of the Owner. If an Owner (or Joint Owner) is the Annuitant and dies during the Annuity Period, any remaining Annuity Payments will be as specified in the Annuity Option chosen and will continue at least as rapidly as under the method of distribution in effect at the time of the Owner’s (or Joint Owner’s) death, but in all events in accordance with applicable tax law requirements.

GENERAL INFORMATION - INVESTMENTS BY MLIC

We must invest our assets, including those in the Separate Account, according to applicable state laws regarding the nature, quality and diversification of investments that may be made by life insurance companies. In general, these laws permit investments, within specified limits and subject to certain qualifications, in Federal, state and municipal obligations, corporate bonds, preferred and common stocks, real estate mortgages, real estate and certain other investments.

ANNUAL STATEMENT

At least once each calendar year, we will send you a statement that will show:

(i) your Account Value;

(ii) all transactions regarding your Contract during the year; and

(iii) the Investment Amount and interest credited to your Contract.

Such statements will be sent to your last known address on our records. You will have sixty (60) days from the date you receive such statement to inform us of any errors, otherwise such statement will be deemed final and correct.

Withdrawals

We will normally pay withdrawal proceeds within seven days after receipt of a request for a withdrawal at our Administrative Office, but we may delay payment as permitted by law, under certain circumstances. (See “Valuation — Suspension of Payments.”) We reserve the right to defer payment for a partial withdrawal, withdrawal or transfer from the Fixed Interest Account for the period permitted by law, but for not more than six months.

Changes to Your Deferred Annuity

We have the right to make certain changes to your Deferred Annuity, but only as permitted by law. We make changes when we think they would best serve the interest of Contract Owners or would be appropriate in carrying out the purposes of the Deferred Annuity. If the law requires, we will also get your approval and the approval of any appropriate regulatory authorities. Examples of the changes we may make include:

●

To take any action necessary to comply with or obtain and continue any exemptions under the law (including favorable treatment under the Federal income tax laws).

●

To make any necessary technical changes in the Deferred Annuities in order to conform with any of the above-described actions.

Who Sells the Deferred Annuities

The Contracts are no longer available for sale. MetLife Investors Distribution Company (“MLIDC”) is the principal underwriter and distributor of the securities offered through this Prospectus. MLIDC, which is our affiliate, also acts as the principal underwriter and distributor of some of the other variable annuity contracts and variable life insurance policies we and our affiliated companies issue. We reimburse MLIDC for expenses MLIDC incurs in distributing the Deferred Annuities (e.g., commissions payable to the retail broker-dealers who sold the Contracts). MLIDC does not retain any fees under the Contracts.

MLIDC’s principal executive offices are located at 200 Park Avenue, New York, NY 10166. MLIDC is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as the securities commissions in the states in which it operates, and is a member of the Financial Industry Regulatory Authority (“FINRA”). FINRA provides background information about broker-dealers and their registered representatives through FINRA BrokerCheck. You may contact the FINRA BrokerCheck Hotline at (800) 289-9999, or log on to www.finra.org. An investor brochure that includes information describing FINRA BrokerCheck is available through the Hotline or online.

MLIDC does not pay any commissions including trail commissions or gross dealer concessions as this product is no longer sold.

We may make payments to MLIDC that may be used for its operating and other expenses, including the following sales expenses: compensation and bonuses for MLIDC’s management team, advertising expenses, and other expenses of distributing the Contracts. MLIDC’s management team and registered representatives also may be eligible for non-cash compensation items that we may provide jointly with MLIDC. Non-cash items include conferences, seminars and trips (including travel, lodging and meals in connection therewith), entertainment, merchandise and other similar items. Broker-dealers pay their sales representatives all or a portion of the commissions received for their sales of the Contracts. Some firms may retain a portion of commissions. The amount that the broker-dealer passes on to its sales representatives is determined in accordance with its internal compensation programs. Those programs may also include other types of cash and non-cash compensation and

other benefits. Sales representatives of these selling firms may also receive non-cash compensation pursuant to their firm’s guidelines directly from us or the distributor.

Financial Statements

[To be provided by subsequent post-effective amendment to the registration statement.]

Surrenders or Withdrawals — Early Distribution

If you take a withdrawal from your Contract, or Surrender your Contract prior to the date you commence taking annuity or “income” payments (the “Annuity Starting Date”), the amount you receive will generally be treated first as coming from earnings, if any, (and thus subject to income tax) and then from your purchase payments (which are not subject to income tax). If the accumulated value is less than your purchase payments upon Surrender of your Contract, your ability to claim any unrecovered purchase payments on your Federal income tax return as a miscellaneous itemized deduction may not be allowed, so consult your tax adviser. The portion of any withdrawal from an annuity Contract that is subject to income tax (including to pay fees and expenses associated with a fee-based program) may also be subject to a 10% Federal income tax penalty for “early” distribution if such withdrawal is taken prior to you reaching age 59 1∕2, unless an exception applies. Exceptions include distributions made: (a) on account of your death or disability; (b) as part of a series of substantially equal periodic payments made at least annually payable for your life (or life expectancy) or joint lives (or joint life expectancies) of you and your designated beneficiary; or (c) under certain immediate income annuities. If you receive systematic payments that you intend to qualify for the “substantially equal periodic payments” exception noted above, any modifications (except due to death or disability) to your payment before age 59 1∕2 or within five years after beginning these payments, whichever is later, will result in the retroactive imposition of the 10% Federal income tax penalty with interest. Such modifications may include but are not limited to additional purchase payments to the Contract (including tax-free transfers or rollovers) or additional withdrawals from the Contract.

Amounts received as a partial withdrawal may be fully includable in taxable income to the extent of gain in the Contract.

Aggregation

If you purchase two or more deferred annuity Contracts after October 21, 1988, from LIC (or its affiliates) during the same calendar year, the law requires that all such Contracts must be treated as a single Contract for purposes of determining whether any payments not received as an annuity (e.g., withdrawals) will be includible in income. Aggregation could affect the amount of a withdrawal that is taxable and subject to the 10% Federal income tax penalty described above. Since the IRS may require aggregation in other circumstances as well, you should consult a tax adviser if you are purchasing more than one annuity Contract from the same insurance company in a single calendar year. Aggregation does not affect distributions paid in the form of an annuity (See “Taxation of Payments in Annuity Form” below).

Qualified Annuity Contracts

Introduction

Currently, the Contract is available for use in connection with Non-Qualified Plans, Traditional IRAs and Roth IRAs. In general, annuity contracts purchased through certain types of retirement plans receive favorable treatment

under the Code (“tax qualified plans” or “qualified plans”). Tax-qualified plans include arrangements described in Code Sections 401(a), 401(k), 403(a), 403(b) or tax sheltered annuities (“TSA”), 408 or “IRAs” (including SEP and SIMPLE IRAs), 408A or “Roth IRAs” and 457(b) plans. Extensive special tax rules apply to qualified plans and to the annuity Contracts used in connection with these plans. Therefore, the following discussion provides only general information about the use of the Contract with the various types of qualified plans. Adverse tax consequences may result if you do not ensure that contributions, distributions and other transactions with respect to the Contract comply with the law.

All qualified plans and arrangements receive tax deferral under the Code. Since there are no additional tax benefits in funding such retirement arrangements with an annuity, there should be reasons other than tax deferral for acquiring the annuity within the plan. Such non-tax benefits may include additional insurance benefits, such as the availability of a guaranteed income for life.

Accumulation

The tax rules applicable to qualified plans vary according to the type of plan and the terms and conditions of the plan itself. Both the amount of the contribution that may be made and the tax deduction or exclusion that you may claim for that contribution under qualified plans are limited under the Code. Purchase payments or contributions to IRAs or tax qualified retirement plans of an employer may be taken from current income on a before tax basis or after tax basis. Purchase payments made on a “before tax” basis entitle you to a tax deduction or are not subject to current income tax. Purchase payments made on an “after tax” basis do not reduce your taxable income or give you a tax deduction. Contributions may also consist of transfers or rollovers as described below and are not subject to the annual limitations on contributions. An IRA Contract will accept as a single purchase payment a transfer or rollover from another IRA (including a SEP or SIMPLE IRA) or rollover from an eligible retirement plan of an employer (i.e., 401(a), 401(k), 403(a), 403(b) or governmental 457(b) plans.) A rollover or transfer from a SIMPLE IRA is allowed provided that the taxpayer has participated in such arrangement for at least two years. As part of the single purchase payment, the IRA Contract will also accept an IRA contribution subject to the Code limits for the year of purchase.

Taxation of Annuity Distributions

If contributions are made on a “before tax” basis, you generally pay income taxes on the full amount of money you receive under the Contract.

Withdrawals attributable to any after-tax contributions are your basis in the Contract and not subject to income tax (except for the portion of the withdrawal allocable to earnings if any). Under current Federal income tax rules, the taxable portion of distributions under annuity contracts and qualified plans (including IRAs) is not eligible for the reduced tax rate applicable to long-term capital gains and qualifying dividends. If you meet certain requirements, your Roth IRA earnings can be received free of Federal income taxes. With respect to IRA Contracts, we will withhold a portion of the taxable amount of your withdrawal for income taxes, unless you elect otherwise. The amount we will withhold is determined by the Code.

Withdrawals Prior to Age 59 1∕2

A taxable withdrawal from a qualified Contract which is subject to income tax may also be subject to a 10% Federal income tax penalty for “early” distribution if taken prior to age 59 1∕2, unless an exception described below applies. Exceptions to the early distribution penalty for qualified plans include withdrawals or distributions made: (a) on account of your death or disability, (b) as part of a series of substantially equal periodic payments payable for your

life (or life expectancy) or joint lives (or joint life expectancies) of you and your designated beneficiary and (in the case of certain employer-sponsored qualified plans) you are separated from employment, (c) on separation from service after age 55. This rule does not apply to IRAs (including SEPs and SIMPLE IRAs), (d) pursuant to a qualified domestic relations order (“QDRO”).

This rule does not apply to IRAs (including SEPs and SIMPLE IRAs), (e) to pay IRS levies (and made after December 31, 1999), (f) to pay deductible medical expenses, or (g) in the case of IRAs only, to pay for medical insurance (if you are unemployed), qualified higher education expenses, or for a qualified first time home purchase up to $10,000. Other exceptions may be applicable under certain circumstances and special rules apply or may become applicable in connection with the exceptions enumerated above. Other exceptions include certain provisions under the SECURE 2.0 Act of 2022 which may provide the ability to recontribute an “early” distribution to an IRA or employer sponsored qualified plan (subject to the provisions of the Code, the qualified plan/IRA, the Contract and our administrative rules.) You should consult your tax adviser to confirm whether an exception applies. If you receive systematic payments or any other payments that you intend to qualify for the “substantially equal periodic payments” exception noted above, any modifications (except due to death or disability) to your payment before age 59 1∕2 or within five years after beginning these payments, whichever is later, will result in the retroactive imposition of the 10% Federal income tax penalty with interest. Such modifications may include but are not limited to additional purchase payments to the Contract (including tax-free transfers or rollovers) and additional withdrawals from the Contract.

Rollovers and Transfers

Your Contract is non-forfeitable (i.e., not subject to the claims of your creditors) and non-transferable (i.e., you may not transfer it to someone else). Under certain circumstances, you may be able to transfer amounts distributed from your Contract to another eligible retirement plan or IRA. Generally, a distribution may be eligible for rollover.

Certain types of distributions cannot be rolled over, such as distributions received on account of: (a) minimum distribution requirements, or (b) financial hardship; or (c) for a period of ten or more years or for life. Federal income tax law allows you to make only one rollover from an IRA to another (or the same) IRA in any 12-month period, regardless of the number of IRAs you own. Generally, this limit does not apply to trustee-to-trustee transfers between IRAs. Because the rollover rules are complex, please consult with your tax adviser before making an IRA rollover.

20% Withholding on Eligible Rollover Distributions

For certain qualified employer plans, we are required to withhold 20% of the taxable portion of your withdrawal that constitutes an “eligible rollover distribution” for Federal income taxes. The amount we withhold is determined by the Code. You may avoid withholding if you directly transfer a withdrawal from this Contract to another IRA or other qualified plan. Similarly, you may be able to avoid withholding on a transfer into this Contract from an existing qualified plan you may have with another provider by arranging to have the transfer made directly to us. For taxable withdrawals that are not “eligible rollover distributions,” the Code imposes different withholding rules to determine the withholding percentages.

Death Benefit

The death benefit in a qualified Contract is taxable to the recipient in the same manner as if paid to the Contract owner or plan participant (under the rules for withdrawals or Annuity Payments, whichever is applicable). RMD amounts are required to be distributed from a Qualified annuity Contract (including a contract issued as a Roth

IRA) following your death. Congress recently changed the RMD rules for individuals who die after 2019. The after-death RMD rules are complex, and you should consult your tax adviser about how they may apply to your situation.

Effective January 1, 2020, when an IRA owner or participant in a defined contribution plan dies, any remaining interest generally must be distributed within 10 years (or in some cases five years) after his or her death, unless an exception applies. An exception permits an “eligible designated beneficiary” to take distributions over life or a period not exceeding life expectancy, subject to special rules and limitations. An “eligible designated beneficiary” includes: the IRA owner/participant’s spouse or minor child (until the child reaches age of majority), certain disabled or chronically ill individuals, and an individual who is not more than 10 years younger than the IRA owner/participant. We may limit available payment options, including limiting any payment option over life, or a period not exceeding life expectancy, to certain categories of eligible designated beneficiary. Generally, distributions under this exception must start by the end of the year following your death. However, if your surviving spouse is the sole designated beneficiary, distributions may generally be delayed until December 31 of the year you would have attained the Applicable Age (as defined in the chart below), if your Contract permits. If you die after annuity payments have already begun under a Qualified Contract, any remaining payments under the contract also must be made in accordance with the RMD rules. In some cases, those rules may require that the remaining payments be made over a shorter period than originally elected or otherwise adjusted to comply with the tax law. If your surviving spouse is the sole designated beneficiary of your Traditional or Roth IRA, then your surviving spouse may elect to treat the Traditional or Roth IRA as his or her own. Your designated beneficiary is the person to whom benefit rights under the Contract pass by reason of death. The beneficiary generally must be a natural person in order to elect a periodic payment option based on life expectancy or a period exceeding five years.

Different tax rules may apply if your Beneficiary is not a natural person, such as your estate. Alternatively, your spouse may be able to roll over the death proceeds into another eligible retirement plan in which he or she participates, if permitted under the receiving plan, or he or she may elect to rollover the death proceeds into his or her own IRA, or he or she may elect to transfer the death proceeds into an inherited IRA. If your beneficiary is not your spouse and your plan and Contract permit, your beneficiary may be able to rollover the death proceeds via a direct trustee-to-trustee transfer into an inherited IRA. However, a non-spouse beneficiary may not treat the inherited IRA as his or her own IRA. Additionally, for contracts issued in connection with qualified plans subject to ERISA, the spouse or ex-spouse of the participant may have rights in the contract. In such a case, the participant may need the consent of the spouse or ex-spouse to change annuity options or make a withdrawal from the contract.

Applicable Age for Required Minimum Distributions (RMD)

As used in this prospectus, “Applicable Age” means the following: If you were born on or before June 30, 1949, your “Applicable Age” is 70 1∕2. If you were born on or after July 1, 1949 (and attain age 72 prior to January 1, 2023), your “Applicable Age” is 72. If you attain age 72 on or after January 1, 2023 (and attain age 73 on or before December 31, 2032), your “Applicable Age” is 73. If you attain age 73 on or after January 1, 2033, your “Applicable Age” is 75.

Required Minimum Distributions During the Owner’s Life

Generally, you must begin receiving RMD amounts from your qualified Contract by the Required Beginning Date.

Generally, for retirement plans, the “Required Beginning Date” is April 1 following the latter of: (a) the calendar year in which you reach the Applicable Age; or (b) the calendar year you retire, provided you do not own more than 5% of the outstanding stock, capital, or profits of your employer. For IRAs (including SEPs and SIMPLEs) the

Required Beginning Date by which you must begin receiving withdrawals is the year in which you attain the Applicable Age even if you have not retired, taking your first distribution no later than April 1 of the year after you reach the Applicable Age.

For all subsequent years, including the first year in which you took your RMD by April 1, you must take the required minimum distribution for the year by December 31st. This will require you to take two distributions in the same calendar year if you wait to take your first distribution until April 1 of the year after attaining the Applicable Age. A tax penalty (an excise tax) of up to 25% applies to the shortfall of any required minimum distributions you fail to receive. The minimum required distribution is calculated with respect to each IRA, but the aggregate distribution may be taken from any one or more of your IRAs. The regulations also require that the value of benefits under a deferred annuity including certain death benefits in excess of Contract value must be added to the amount credited to your account in computing the amount required to be distributed over the applicable period. We will provide you with additional information regarding the amount that is subject to minimum distribution under this rule. You should consult your own tax adviser as to how these rules affect your own distribution under this rule.

If you intend to receive your minimum distributions in the form of Annuity Payments that are payable over the joint lives of you and a beneficiary or over a guaranteed duration of more than 10 years, be advised that Federal tax law rules may require that, after your death, any remaining payments be made over a shorter period or be reduced after your death to satisfy the RMD rules and avoid the up to 25% excise tax. Other complex rules also apply to RMDs taken in the form of Annuity Payments. You should consult your own tax adviser as to how these rules affect your own Contract. Required minimum distribution rules that apply to other types of IRAs while you are alive do not apply to Roth IRAs. However, in general, the IRA post-death rules with respect to minimum distributions do apply to beneficiaries of Roth IRAs. Effective in 2024, similar rules apply to Roth account balances maintained in employer-sponsored qualified plans. As a result, required minimum distribution rules that generally apply under an employer-sponsored qualified plan once you attain your Applicable Age, will not apply to any Roth account balance while you are alive. However, in general, post-death rules with respect to minimum distributions do apply to beneficiaries upon your death.

Additional Information regarding IRAs

Purchase payments

Traditional IRA purchase payments (except for permissible rollovers and direct transfers) are limited in the aggregate to the lesser of 100% of compensation or the deductible amount established each year under the Code. A purchase payment up to the deductible amount can also be made for a non-working spouse provided the couple’s compensation is at least equal to their aggregate contributions. Individuals age 50 and older are permitted to make additional “catch-up” contributions if they have sufficient compensation. If you or your spouse are an active participant in a retirement plan of an employer, your deductible contributions may be limited.

If you exceed purchase payment limits you may be subject to a tax penalty. Roth IRA purchase payments for individuals are non-deductible (made on an “after tax” basis) and are limited to the lesser of 100% of compensation or the annual deductible IRA amount. Individuals age 50 and older can make an additional “catch-up” purchase payment each year (assuming the individual has sufficient compensation). You may contribute up to the annual purchase payment limit if your modified adjusted gross income does not exceed certain limits. If you exceed purchase payment limits, you may be subject to a tax penalty.

Inherited IRA

Subject to the provisions of the Code, the Contract and our administrative rules, we may make available an inherited IRA to (1) an individual non-spouse beneficiary, or (2) a surviving spouse beneficiary. Such beneficiaries are required to take required minimum distribution (RMD) in accordance with federal tax law. For example, if the inherited IRA is established as a ten-year inherited IRA, federal tax law generally requires a beneficiary to take annual RMD withdrawals from the inherited IRA if the deceased IRA owner/qualified plan participant died on or after their Required Beginning Date (RBD). All inherited IRA contracts established as a ten-year inherited IRA also must be completely distributed by the end of the calendar year containing the tenth anniversary of the original IRA owner’s/qualified plan participant’s date of death. Because federal tax law and its RMD rules are complex, beneficiaries should consult a qualified tax adviser.

Withdrawals

If and to the extent that Traditional IRA purchase payments are made on an “after tax” basis, withdrawals would be included in income except for the portion that represents a return of non-deductible purchase payments. This portion is generally determined based upon the ratio of all non-deductible purchase payments to the total value of all your Traditional IRAs (including SEP IRAs and SIMPLE IRAs).

We withhold a portion of the amount of your withdrawal for income taxes, unless you elect otherwise. The amount we withhold is determined by the Code. Generally, withdrawal of earnings from Roth IRAs are free from Federal income tax if (1) they are made at least five taxable years after the tax year for which you made your first purchase payment to a Roth IRA; and (2) they are made on or after the date you reach age 59 1∕2 or upon your death, disability or for a qualified first-home purchase (up to $10,000). Withdrawals from a Roth IRA are made first from purchase payments and then from earnings. We may be required to withhold a portion of your withdrawal for income taxes, unless you elect otherwise. The amount will be determined by the Code.

Conversion

Traditional IRAs may be converted to Roth IRAs. Except to the extent you have non-deductible contributions, the amount converted from an existing Traditional IRA into a Roth IRA is taxable. Generally, the 10% Federal income tax penalty does not apply. However, the taxable amount to be converted must be based on the fair market value of the entire annuity contract being converted into a Roth IRA. Such fair market value, in general, is to be determined by taking into account the value of all benefits (both living benefits and death benefits) in addition to the account balance; as well as adding back certain loads and charges incurred during the prior twelve month period. Your Contract may include such benefits and applicable charges. Accordingly, if you are considering such conversion of your annuity Contract, please consult your tax adviser. The taxable amount may exceed the account balance at the date of conversion. Prior to 2018, contributions made to a Traditional IRA that were converted to a Roth IRA could be recharacterized as made back to the Traditional IRA, if certain conditions were met.

Under a provision of the Tax Cuts and Jobs Act, recharacterization cannot be used to unwind a conversion from a Traditional IRA to a Roth IRA for taxable years beginning after December 31, 2017. For conversions made to a Roth IRA in 2017, the IRS has issued guidance allowing recharacterizations to be made in 2018. Please consult your tax adviser.

Additional Federal Tax Considerations

Non-Qualified Annuity Contracts

Changes to Tax Rules and Interpretations

Changes to applicable tax rules and interpretations can adversely affect the tax treatment of your Contract. These changes may take effect retroactively. We reserve the right to amend your Contract where necessary to maintain its status as an Annuity Contract under Federal tax law and to protect you and other Contract owners from adverse tax consequences.

Qualified Annuity Contracts

Annuity contracts purchased through tax qualified plans are subject to limitations imposed by the Code and regulations as a condition of tax qualification. There are various types of tax qualified plans which have certain beneficial tax consequences for Contract owners and plan participants.

Types of Qualified Plans

The following includes individual account-type plans which may hold an annuity Contract as described in the Prospectus.

IRA

A traditional IRA is established by an individual, under Section 408(a) or 408(b) of the Code. See also Roth IRAs below.

Roth Account

Individual or employee plan contributions made to certain plans on an after-tax basis. An IRA may be established as a Roth IRA under Section 408A, and 401(k), 403(b) and 457(b) plans may provide for Roth accounts. Contributions to a Roth IRA are limited based on the level of your modified adjusted gross income.

Comparison of Plan Limits for Individual Contributions:

Plan Type	Elective Contribution Maximum	Catch-up Contribution (ages 50-59 and 64+) Maximum	Catch-Up Contribution (ages 60-63) Maximum
IRA	$7,500	$1,100	$1,100
SIMPLE IRA	$17,000 ($18,100 for certain small employer plans)	$4,000 ($3,850 for certain small employer plans)	$5,250
401(k)	$24,500	$8,000	$11,250
SEP/401(a)	Employer contributions only
403(b) [TSA]	$24,500	$8,000	$11,250
457(b)	$24,500	$8,000	$11,250

Dollar limits are for 2026 and subject to cost-of-living adjustments in future years. Employer-sponsored individual account plans (other than 457(b) plans) may provide for additional employer contributions not to exceed the lesser of $72,000 and 100% of an employee’s compensation for 2026 (reduced by any employee elective contributions). If allowed by the plan, catch-up contributions and special catch-up contributions for participants ages 60-63 may be made by participants in 401(k), 403(b), SIMPLE and governmental 457(b) plans. Certain grandfathered SARSEP plans may also allow for employee contributions, catch-up contributions and enhanced catch-up contributions for employees aged 60-63. If allowed under the plan, the elective contribution and the catchup contribution for ages 50-59 (and ages 64 and older) may be increased for certain small employer SIMPLE plans (generally employers with 25 or fewer employees) if certain conditions are met. Starting in 2026, if a qualified employer plan permits catch-up contributions, those catch-up contributions may be required to be made into the plan’s Roth account if the employee has compensation above a certain threshold in the prior year.

This generally applies to certain higher income participants. Consult a tax adviser and consult your plan administrator if you participate in one of these employer-sponsored retirement plans.

Federal Estate Taxes

While no attempt is being made to discuss the Federal estate tax implications of the Contract, you should bear in mind that the value of an annuity contract owned by a decedent and payable to a beneficiary by virtue of surviving the decedent is included in the decedent’s gross estate. Depending on the terms of the annuity contract, the value of the annuity included in the gross estate may be the value of the lump sum payment payable to the designated beneficiary or the actuarial value of the payments to be received by the beneficiary. Consult an estate planning adviser for more information.

Generation-Skipping Transfer Tax

Under certain circumstances, the Code may impose a “generation-skipping transfer tax” when all or part of an annuity contract is transferred to, or a death benefit is paid to, an individual two or more generations younger than the contract owner. Regulations issued under the Code may require us to deduct the tax from your contract, or from any applicable payment, and pay it directly to the IRS.

SECURE 2.0 Act Considerations

As part of the Consolidated Appropriations Act, 2023, Congress passed the SECURE 2.0 Act of 2022 (the “Act”) which was signed into law on December 29, 2022. The Act includes many provisions updating the Code affecting employer sponsored qualified plans and IRAs, including provisions that become effective immediately and provisions which become effective in later years through 2033.

For example, the Act includes provisions affecting required minimum distributions (RMD), certain contribution and other limits affecting IRAs and qualified plans, as well as provisions providing new exceptions to the 10% federal income tax penalty for “early” distributions which may also provide for the ability to recontribute such early distributions to an IRA or qualified plan (subject to the provisions of the Code, the qualified plan/IRA, the Contract and our administrative rules.) This prospectus does not attempt to provide a complete discussion of the Act and its provisions. Individuals should consult with a qualified tax adviser.

Annuity Purchase Payments by Nonresident Aliens and Foreign Entities

The discussion above provides general information regarding U.S. Federal income tax consequences to annuity purchasers that are U.S. citizens or residents. Purchasers that are not U.S. citizens or residents will generally be subject to U.S. Federal withholding tax on taxable distributions from annuity contracts at a 30% rate, unless a lower treaty rate applies. In addition, purchasers may be subject to state and/or municipal taxes and taxes that may be imposed by the purchaser’s country of citizenship or residence. Prospective purchasers are advised to consult with a qualified tax adviser regarding U.S., state and foreign taxation with respect to an annuity contract purchase.

FEDERAL TAX CONSIDERATIONS

Introduction

The following is a brief summary of some tax rules and includes information about different types of tax markets and benefits, not all of which may be available under the Contract, as applicable. It is not intended as tax advice. The Internal Revenue Code (“Code”) and the provisions of the Code that govern Deferred Annuities are complex and subject to change. The applicability of Federal income tax rules may vary with your particular circumstances. This discussion does not include all the Federal income tax rules that may affect You and your MetLife annuity contract (“Contract”). Nor does this discussion address other Federal tax consequences (such as estate and gift taxes, sales to foreign individuals or entities), or state or local tax consequences, which may affect your investment in the Contract. As a result, You should always consult a tax adviser for complete information and advice applicable to your individual situation.

When you invest in an annuity Contract, you usually do not pay taxes on your investment gains until you withdraw the money — generally for retirement purposes. Under current federal income tax law, the taxable portion of distributions from variable annuity contracts is taxed at ordinary income tax rates and does not qualify for the reduced tax rate applicable to long-term capital gains and dividends. If you invest in a variable annuity as part of an individual retirement plan, pension plan or employer-sponsored retirement program, your contract is called a Qualified Contract. If your annuity is independent of any formal retirement or pension plan, it is termed a Non-Qualified Contract. The tax rules applicable to Qualified Contracts vary according to the type of retirement plan and the terms and conditions of the plan.

We are not responsible for determining if your employer’s plan or arrangement satisfies the requirements of the Code and/or the Employee Retirement Income Security Act of 1974 (“ERISA”).

We do not expect to incur Federal, state or local income taxes on the earnings or realized capital gains attributable to the Separate Account. However, if we do incur such taxes in the future, we reserve the right to charge amounts allocated to the Separate Account for these taxes.

To the extent permitted under Federal tax law, we may claim the benefit of the corporate dividends received deduction and of certain foreign tax credits attributable to taxes paid by certain of the Portfolios to foreign jurisdictions.

Any Code reference to “spouse” includes those persons who enter into lawful marriages under state law, regardless of sex.

If you reside in a US territory or outside of the US, please contact your financial or tax adviser for tax guidance on your variable annuity Contract.

Non-Qualified Annuity Contracts

This discussion assumes the Contract is an annuity Contract for Federal income tax purposes that is not held in a tax qualified “plan” defined by the Code. Tax qualified plans include arrangements described in Code Sections 401(a), 401(k), 403(a), 403(b) or tax sheltered annuities (“TSA”), 408 or “IRAs” (including SEP and SIMPLE IRAs), 408A or “Roth IRAs” or governmental 457(b) plans. Deferred Annuities owned through such plans are referred to below as “qualified” contracts.

Accumulation

Generally, an owner of a non-qualified annuity Contract is not taxed on increases in the value of the Contract, until there is a distribution from the Contract, i.e., surrender, partial withdrawal, income payment or commutation. This deferral of taxation on accumulated value in the Contract, is limited to Deferred Annuities owned by or held for the benefit of “natural persons.” A Contract, will be treated as held by a natural person if the nominal owner is a trust or other entity which holds the Contract, as an agent for the exclusive benefit of a natural person.

In contrast, a Contract, owned or not treated as held by a “natural person,” such as a corporation, partnership, trust or other entity, will be taxed currently on the increase in accumulated value in the Contract, as applicable, in the year earned. Note that in this regard, an employer which is the owner of an annuity Contract under a non-qualified deferred compensation arrangement for its employees, or otherwise, is considered a non-natural owner and any annual increase in the Contract Value will be subject to current income taxation.

Surrenders or Withdrawals — Early Distribution

If You take a withdrawal from your Contract, or surrender your Contract, prior to the date You commence taking annuity or “income” payments (the “Annuity Starting Date”), the amount You receive will be treated first as coming from earnings, if any, (and thus subject to income tax) and then from your purchase payments (which are not subject to income tax).

The portion of any withdrawal from an annuity Contract that is subject to income tax will also be subject to a 10% Federal income tax penalty for “early” distribution if such withdrawal is taken prior to You reaching age 59 1∕3 1∕2, unless an exception applies.

Exceptions include, but are not limited to, distributions made:

(a) on account of your death or disability,

(b) as part of a series of substantially equal periodic payments payable for your life (or life expectancy) or joint lives (joint life expectancies) of You and your designated beneficiary, or

If You receive systematic payments that You intend to qualify for the substantially equal periodic payments (“SEEP”) exception noted above, certain modifications (except due to death or disability) to your payment before age 59 1∕2 or within five years after beginning these payments, whichever is later, may result in the retroactive imposition of the 10% Federal income tax penalty with interest. Such modifications may include but are not limited to additional purchase payments to the Contract and additional withdrawals from the Contract. However, the SEEP exception may continue to apply to:

(1) a tax-free rollover, transfer or exchange to another eligible arrangement if the combined distributions from the old and new arrangements continue to satisfy the exception, and

(2) payments from annuities that otherwise satisfy the RMD rules.

You should consult your tax adviser about your particular situation.

For non-qualified Contracts, amounts received under the exercise of a partial withdrawal may be treated as taxable income. Exercise of a withdrawal feature may adversely impact the amount of subsequent payments which can be treated as a nontaxable return of investment.

If your Contract, has been purchased with an Optional Two-Year Withdrawal Feature or is for a guaranteed period only (term certain) annuity, and is terminated as a result of the exercise of the withdrawal feature, the taxable portion of the payment will generally be the excess of the proceeds received over your remaining after-tax purchase payment.

Treatment of Separate Account Charges

It is possible that at some future date the Internal Revenue Service (“IRS”) may consider that Contract, charges attributable to the guaranteed death benefits are to be treated as distributions from the Contract, to pay for such non-annuity benefits. Currently, these charges are considered to be an intrinsic part of the Contract and we do not report these as taxable income. However, if this treatment changes in the future, the charge could also be subject to a 10% Federal income tax penalty as an early distribution, as described above.

Aggregation

If You purchase two or more Contracts from MetLife (or its affiliates) during the same calendar year, the law requires that all such Contracts must be treated as a single Contract for purposes of determining whether any payments not received as an annuity (e.g., withdrawals) will be includible in income. Aggregation could affect the amount of a withdrawal that is taxable and subject to the 10% Federal income tax penalty described above. Since the IRS may require aggregation in other circumstances as well, You should consult a tax adviser if You are purchasing more than one annuity Contract from the same insurance company in a single calendar year. Aggregation does not affect distributions paid in the form of an annuity (see “Taxation of Payments in Annuity Form” below).

Exchanges/Transfers

The annuity Contract may be exchanged tax-free in whole or in part for another annuity contract or a long-term care insurance policy. The partial exchange of an annuity contract may be a tax-free transaction provided that, among other prescribed IRS conditions, no amounts are distributed from either contract involved in the exchange for 180 days following the date of the exchange – other than annuity payments made for life, joint lives, or for a term of 10 years or more. Otherwise, a withdrawal or “deemed” distribution may be includible in your taxable income (plus a 10% Federal income tax penalty) to the extent that the accumulated value of your annuity exceeds your investment in the Contract, (your “gain”). Some of the ramifications of a partial exchange remain unclear. If the annuity Contract is exchanged in part for an additional annuity contract, a distribution from either contract may be taxable to the extent of the combined gain attributable to both contracts, or only to the extent of your gain in the contract from which the distribution is paid. It is not clear whether these rules apply to a partial exchange involving long-term care contracts. Consult your tax adviser prior to a partial exchange.

A transfer of ownership of the Contract or the designation of an Annuitant or other beneficiary who is not also the Contract owner, may result in income or gift tax consequences to the Contract owner. You should consult your tax adviser if You are considering such a transfer or assignment.

Death Benefits

For non-qualified Contracts, the death benefit is taxable to the recipient in the same manner as if paid to the Contract owner (under the rules for withdrawals or Annuity Payments, whichever is applicable). After your death, any death benefit determined under the Contract must be distributed according to certain rules. The method of distribution that is required depends on whether you die before or after the Annuity Start Date. if you die on or after the Annuity Start Date, the remaining portion of the interest in the Contract must be distributed at least as rapidly as under the method of distribution being used as of the date of death. If you die before the Annuity Start Date, the entire interest in the Contract must be distributed within five (5) years after the date of death, or as periodic payments over a period not extending beyond the life or life expectancy of the designated beneficiary (provided such payments begin within one year of your death) and the beneficiary must be a natural person. Additionally, if the annuity is payable to (or for the benefit of) your surviving spouse, that portion of the Contract may be continued with your spouse as the Owner. For Contracts owned by a non-natural person, the required distribution rules apply upon the death of the annuitant. If there is more than one annuitant of a Contract held by a non-natural person, then such required distributions will be triggered by the death of the first co-annuitant.

Taxation of Payments in Annuity Form

Payments received from the Contract in the form of an annuity are taxable as ordinary income to the extent they exceed the portion of the payment determined by applying the exclusion ratio to the entire payment. The exclusion ratio is determined at the time the Contract is annuitized (i.e., accumulated value is converted to an annuity form of distribution). Generally, the applicable exclusion ratio is your investment in the Contract divided by the total payments you expect to receive based on IRS factors, such as the form of annuity and mortality. The excludable portion of each annuity payment is the return of investment in the Contract and it is excludable from your taxable income until your investment in the Contract is fully recovered. We will make this calculation for you. However, it is possible that the IRS could conclude that the taxable portion of Annuity Payments under a non-qualified Contract is an amount greater-or less-than the taxable amount determined by us and reported by us to you and the IRS.

Once You have recovered the investment in the Contract further annuity payments are fully taxable. If You die before your investment in the Contract is fully recovered, the balance of your investment may be deducted on your last tax return, or if annuity payments continue after your death, the balance may be recovered by your beneficiary. The IRS has not furnished explicit guidance as to how the excludable amount is to be determined each year under variable income annuities that permit transfers between a fixed annuity option and variable investment options, as well as transfers between investment options after the Annuity Start Date. Once annuity payments have commenced, You may not be able to transfer to another non-qualified annuity contract or a long-term care contract as part of a tax-free exchange.

If you receive payments that you intend to qualify for the "substantially equal periodic payments" exception noted above, any modifications (except due to death or disability) to your payment before age 59 1/2 or within five (5) years after beginning these payments, whichever is later, will result in the retroactive imposition of the 10% Federal income tax penalty with interest. Such modifications may include additional purchase payments or withdrawals (including tax-free transfers or rollovers of Annuity Payments) from the Contract.

3.8% Tax on Net Investment Income

Federal tax law imposes a 3.8% Medicare tax on the lesser of:

(1) the taxpayer’s “net investment income” (from non-qualified annuities, interest, dividends, and other investments, offset by specified allowable deductions), or

(2) the taxpayer’s modified adjusted gross income in excess of a specified income threshold ($250,000 for married couples filing jointly and qualifying widows, $125,000 for married couples filing separately, and $200,000 for single filers).

“Net investment income” in Item 1 above does not include distributions from tax qualified plans, (i.e., arrangements described in Code Sections 401(a), 403(a), 403(b), 408, 408A or governmental plans under 457(b)), but such income will increase modified adjusted gross income in Item 2 above.

You should consult your tax adviser regarding the applicability of this tax to income under your annuity Contract.

Qualified Annuity Contracts

Introduction

Currently, the Contract is available for use in connection with Non-Qualified Contracts, Traditional IRAs and Roth IRAs. In general, annuity contracts purchased through certain types of retirement plans receive favorable treatment under the Code ("tax qualified plans" or "qualified plans"). Tax-qualified plans include arrangements described in Code Sections 401(a), 401(k), 403(a), 403(b) or tax sheltered annuities (“TSA”), 408 or “IRAs” (including SEP and SIMPLE IRAs), 408A or “Roth IRAs” or 457(b) governmental plans. Extensive special tax rules apply to qualified plans and to the annuity Contracts used in connection with these plans. Therefore, the following discussion provides only general information about the use of the Contract with the various types of qualified plans. Adverse tax consequences may result if You do not ensure that contributions, distributions and other transactions with respect to the Contract comply with the law.

The rights to any benefit under the plan will be subject to the terms and conditions of the plan itself as well as the terms and conditions of the Contract.

We exercise no control over whether a particular retirement plan or a particular contribution to the plan satisfies the applicable requirements of the Code, or whether a particular individual is entitled to participate or benefit under a plan.

A Contract, may also be available in connection with an employer’s non-qualified deferred compensation plan or qualified governmental excess benefit arrangement to provide benefits to certain employees in the plan. The tax rules regarding these plans are complex; please consult your tax adviser about your particular situation.

Accumulation

Purchase payments or contributions to IRAs or tax qualified retirement plans of an employer may be taken from current income on a before tax basis or after tax basis. Purchase payments made on a “before tax” basis entitle You to a tax deduction or are not subject to current income tax. Purchase payments made on an “after tax” basis do not

reduce your taxable income or give You a tax deduction. Contributions may also consist of transfers or rollovers as described below and are not subject to the annual limitations on contributions.

Taxation of Annuity Distributions

If contributions are made on a “before tax” basis, You generally pay income taxes on the full amount of money You receive under the Contract. Withdrawals attributable to any after-tax contributions are basis in the Contract and not subject to income tax (except for the portion of the withdrawal allocable to earnings, if any). Under current Federal income tax rules, the taxable portion of distributions under annuity contracts and qualified plans (including IRAs) is not eligible for the reduced tax rate applicable to long-term capital gains and qualifying dividends.

If you meet certain requirements, your Roth IRA earnings can be received free of Federal income taxes.

With respect to IRA Contracts, we will withhold a portion of the taxable amount of your withdrawal for income taxes, unless You elect otherwise (where permitted). The amount we will withhold is determined by the Code.

Withdrawals Prior to Age 59 1∕2

A taxable withdrawal from a qualified plan which is subject to income tax may also be subject to a 10% Federal income tax penalty for “early” distribution if taken prior to age 59 1∕2, unless an exception applies.

These exceptions include but are not limited to withdrawals made:

(a) on account of your death or disability, or

(b) as part of a series of substantially equal periodic payments payable for your life (or life expectancy) or joint lives (or life expectancies) of You and your designated beneficiary and You are separated from employment.

If You receive systematic payments that You intend to qualify for the “substantially equal periodic payments” exception noted above, certain modifications (except due to death or disability) to your payment before age 59 1∕2 or within five years after beginning these payments, whichever is later, may result in the retroactive imposition of the 10% Federal income tax penalty with interest (25% for certain SIMPLE plan withdrawals). Such modifications may include but are not limited to additional purchase payments to the Contract and additional withdrawals from the Contract. However, the SEEP exception may continue to apply to:

(1) a tax-free rollover, transfer or exchange to another eligible arrangement if the combined distributions from the old and new arrangements continue to satisfy the exception, and

(2) payments from annuities that otherwise satisfy the RMD rules.

You should consult your tax adviser about your particular situation.

The 10% Federal income tax penalty on early distribution does not apply to governmental 457(b) plan Contracts. However, it does apply to distributions from 457(b) plans of employers which are state or local governments to the extent that the distribution is attributable to rollovers accepted from other types of eligible retirement plans.

In addition to death, disability and as part of a series of substantially equal periodic payments as indicated above, a withdrawal or distribution from an IRA (including SEPs and SIMPLEs and Roth IRAs) will avoid the penalty (1) if the distribution is to pay deductible medical expenses; (2) if the distribution is to pay IRS levies (and made after December 31, 1999); (3) if the distribution is used to pay for medical insurance (if You are unemployed), qualified higher education expenses, or for a qualified first-time home purchase up to $10,000.

Other exceptions to the Federal income tax penalty for early distributions may be applicable under certain circumstances and special rules may apply or may become applicable in connection with the exceptions enumerated above. You should consult with your tax advisor for further details.

Rollovers

Your Contract is non-forfeitable (i.e., not subject to the claims of your creditors) and non-transferable (i.e., You may not transfer it to someone else).

Under certain circumstances, You may be able to transfer amounts distributed from your Contract to another eligible retirement plan or IRA. Federal tax law limits You to making only one 60-day rollover from an IRA to another IRA in any 12-month period and the limit is applied across all IRAs that You own, including SEP, SIMPLE, and Roth IRAs.

You may make rollovers and direct transfers into your SIMPLE IRA annuity contract from another SIMPLE IRA annuity contract or account. Rollovers from another qualified plan can generally be made to your SIMPLE IRA after you have participated in the SIMPLE IRA for at least two years. Rollovers and direct transfers from a SIMPLE IRA can only be made to another SIMPLE IRA or account during the first two years that You participate in the SIMPLE IRA plan. After this two-year period, rollovers and transfers may be made from your SIMPLE IRA into a Traditional IRA or account, as well as into another SIMPLE IRA.

Generally, a distribution may be eligible for rollover, but certain types of distributions cannot be rolled over, such as distributions received:

(a) to meet minimum distribution requirements,

(b) for financial hardship, or

20% Withholding on Eligible Rollover Distributions

For certain qualified employer plans, we are required to withhold 20% of the taxable portion of your withdrawal that constitutes an “eligible rollover distribution” for Federal income taxes. The amount we withhold is determined by the Code. You may avoid withholding if You directly transfer a withdrawal from this Contract to another qualified plan or IRA. Similarly, You may be able to avoid withholding on a transfer into the Contract from an existing qualified plan You may have with another provider by arranging to have the transfer made directly to us. For taxable withdrawals that are not “eligible rollover distributions,” the Code imposes different withholding rules to determine the applicable withholding amount.

Death Benefits

The death benefit is taxable to the recipient in the same manner as if paid to the Contract owner or plan participant (under the rules for withdrawals or income payments, whichever is applicable).

Surrenders or Withdrawals — Early Distribution

your Contract, your ability to claim any unrecovered purchase payments on your Federal income tax return as a miscellaneous itemized deduction may not be allowed, so consult your tax adviser.

The portion of any withdrawal from an annuity Contract that is subject to income tax (including to pay fees and expenses associated with a fee-based program) may also be subject to a 10% Federal income tax penalty for “early” distribution if such withdrawal is taken prior to you reaching age 59 1∕2, unless an exception applies. Exceptions include distributions made:

on account of your death or disability;

as part of a series of substantially equal periodic payments made at least annually payable for your life (or life expectancy) or joint lives (or joint life expectancies) of you and your designated beneficiary; or

If you receive systematic payments that you intend to qualify for the “substantially equal periodic payments” exception noted above, any modifications (except due to death or disability) to your payment before age 59 1∕2 or within five years after beginning these payments, whichever is later, will result in the retroactive imposition of the 10% Federal income tax penalty with interest. Such modifications may include but are not limited to additional purchase payments to the Contract (including tax-free transfers or rollovers) or additional withdrawals from the Contract.

Amounts received as a partial withdrawal may be fully includable in taxable income to the extent of gain in the Contract.

LEGAL PROCEEDINGS

In the ordinary course of business, MetLife, similar to other life insurance companies, is involved in lawsuits (including class action lawsuits), arbitrations and other legal proceedings. Also, from time to time, state and Federal regulators or other officials conduct formal and informal examinations or undertake other actions dealing with various aspects of the financial services and insurance industries. In some legal proceedings involving insurers, substantial damages have been sought and/or material settlement payments have been made.

It is not possible to predict with certainty the ultimate outcome of any pending legal proceeding or regulatory action. However, MetLife does not believe any such action or proceeding will have a material adverse effect upon its ability to meet its obligations under the Contracts.

OWNERSHIP PROVISIONS

Owner. You, as the Owner, have all the interest and rights under the Contract. Subject to our administrative procedures, we may also permit ownership by a corporation (a type of non-natural person) or other legal entity.

These rights include the right to:

(a) change the Beneficiary.

(b) change the Annuitant before the Annuity Date (subject to our underwriting and administrative rules).

(d) change the Annuity Payments option before the Annuity Date.

(e) exercise all other rights, benefits, options and privileges permitted by the Contract or us.

The Owner is as designated at the time the Contract is issued, unless changed. You may change the Owner at any time.

Any change of Owner is subject to our underwriting requirements in effect at the time of the request. A change of Owner will automatically revoke any prior designation of the Owner.

Joint Owner. The Contract can be owned by Joint Owners, limited to natural persons. Either Joint Owner can exercise all rights under the Contract unless you inform us otherwise as indicated on the Contract Schedule or in a Notice to us. Upon the death of either Owner, the surviving Joint Owner will be the primary Beneficiary, unless you inform us otherwise. Any other Beneficiary designation will be treated as a contingent Beneficiary unless otherwise indicated on the Contract Schedule or in a Notice to us.

Annuitant. The Annuitant is the natural person(s) on whose life we base Annuity Payments. The Annuitant is the person designated by you on the Issue Date. You can change the Annuitant at any time prior to the Annuity Date, unless an Owner is not a natural person. Any reference to Annuitant includes any joint Annuitant under an Annuity Option. The Owner and the Annuitant do not have to be the same person except as required under certain sections of the Code. Any change of the Annuitant is subject to our underwriting requirements in effect at the time of the request.

Beneficiary. The person(s) or entity(ies) you name to receive a death benefit payable under the Contract upon the death of the Owner or a Joint Owner, or in certain circumstances, an Annuitant. The Beneficiary is named at the time the Contract is issued unless changed at a later date. Unless an irrevocable Beneficiary has been named, you can change the Beneficiary at any time before you die by filing a Notice with us. If Joint Owners are named, and unless you tell us otherwise, the surviving Joint Owner will be the primary Beneficiary. Any other primary Beneficiary designation will be treated as the contingent Beneficiary.

Assignment. Our rights as evidenced by a Contract may not be assigned without our written consent and is subject to our approval and underwriting requirements. You may not assign your rights under the Contract after the start of Annuity Payments. In certain tax markets, assignment of the Contract is prohibited by the Code. If the Contract is assigned absolutely, we will treat it as a change of ownership and all rights will be transferred. We are not bound by any assignment request unless it is in writing and until it is received at our Annuity Service Office. We assume no responsibility for the validity or effect of any assignment. We will not be liable for any payment or other action we take in accordance with the Contract before we record the assignment. Assignments will be effective as of the date the written notice of assignment was signed, subject to all payments made and actions taken by us before a copy of the signed assignment form is received by us at our Annuity Service Office. You should consult your tax adviser regarding the tax consequences of an assignment. An assignment may be a taxable event.

ABANDONED PROPERTY REQUIREMENTS

Every state has unclaimed property laws that generally declare non-ERISA annuity contracts to be abandoned after a period of inactivity of three to five years from the contract’s maturity date, the date the death benefit is due and payable, or such other date as required by state law. Contracts purchased through certain qualified plans, including IRAs and Roth IRAs, may be subject to special or additional abandoned property rules under state law. For example, if the payment of a death benefit has been triggered, but, if after a thorough search, we are still unable to locate the Beneficiary of the death benefit, or the Beneficiary does not come forward to claim the death benefit in a

timely manner, the death benefit will be paid to the abandoned property division or unclaimed property office of the state in which the Beneficiary or you last resided, as shown on our books and records, or to our state of domicile. (Escheatment is the formal, legal name for this process.) However, the state is obligated to pay the death benefit (without interest) if your Beneficiary steps forward to claim it with the proper documentation. To prevent your Contract’s proceeds from being paid to the state abandoned or unclaimed property office, it is important that you update your Beneficiary designations, including addresses, if and as they change. Please call (800) 343-8496 to make such changes.

SUSPENSION OF PAYMENTS OR TRANSFERS

We may be required to suspend or delay the payment of death benefits and the calculation of Annuity Payments, withdrawals and transfers when we cannot obtain an Index Value under the following circumstances:

(i) the NYSE is closed (other than customary weekend and holiday closings);

(ii) trading on the NYSE is restricted;

(iii) an emergency exists such that we cannot value Investment Amounts; or

(iv) during any other period when a regulator by order, so permits.

WHEN WE CAN CANCEL YOUR CONTRACT

We may terminate your Contract by paying you the Account Value in one sum if, prior to the Annuity Date the Minimum Account Value after any partial withdrawal is less than $2,000 or any lower amount required by Federal tax laws. Accordingly, no Contract will be terminated due solely to negative Index Performance. We will only do so to the extent allowed by law. If we do so, we will return the full Account Value. Federal tax law may impose additional restrictions on our right to cancel your Traditional IRA or Roth IRA Contract. We will not terminate any Contract if at the time the termination would otherwise occur the guaranteed amount under any death benefit is greater than the Account Value. For all other Contracts, we reserve the right to exercise this termination provision, subject to obtaining any required regulatory approvals.

THE FIXED ACCOUNT

We may offer our Fixed Account as a funding option. The Fixed Account guarantees principal and interest during the Fixed Account Term (which will not be less than one (1) year). Interest will be compounded and credited daily to the Fixed Account Value during the Fixed Account Term at an annual effective interest rate declared by us. We guarantee that the annual effective interest rate credited to your Fixed Account Value will not be less than the current Minimum Guaranteed Interest Rate, which will not be less than 1%. Information about the features of the Fixed Account, including (i) its name, (ii) its Fixed Account Term, and (iii) its Minimum Guaranteed Interest Rate, is available in an appendix to this prospectus. Please also refer to your Contract and Appendix E for more information.

We will declare a new guaranteed interest rate for each subsequent Fixed Account Term, subject to the Minimum Guaranteed Interest Rate. At the Fixed Account Term End Date, the Fixed Account Value will automatically be renewed into the same Fixed Account Term, with the new interest rate, unless otherwise instructed by you during the Transfer Period.

There are two ways you may find out the new interest rate for the Fixed Account for a subsequent Fixed Account Term. Thirty (30) days before the current Fixed Account Term expires, we will send you notification, written or electronic depending on your selected preferences, stating your current Fixed Account Term is maturing and how you can obtain the new interest rate for the Fixed Account. You may also access our website at www.metlife.com/variable-products-resources/shield-annuities where at least two months of renewal rates for the Rate Crediting Types and the interest rate for the Fixed Account are posted – i.e., for the current month and the following month.

RESTRICTIONS ON FINANCIAL TRANSACTIONS

Federal laws designed to counter terrorism and prevent money laundering might, in certain circumstances, require us to block an Owner’s ability to make certain transactions and thereby refuse to accept any request for transfers, withdrawals, Surrenders, or death benefits, until instructions are received from the appropriate regulator. We may also be required to provide additional information about you and your Contract to government regulators.

REQUESTS AND ELECTIONS

We will treat your request for a Contract transaction, or your submission of the Purchase Payment, as received by us if we receive a request conforming to our administrative procedures at our Annuity Service Office on any Business Day before 4:00 PM Eastern Time or when the NYSE closes, whichever is earlier. We will treat your submission as received by us if we receive it at our Annuity Service Office (or a designee receives it in accordance with the designee’s administrative procedures) on any Business Day before 4:00 PM Eastern Time or when the NYSE closes, whichever is earlier. If we receive the request on any Business Day on or after 4:00 PM Eastern Time or when the NYSE closes, whichever is earlier, then the request or payment will be treated as received on the next day. If you send your transaction requests to an address other than the one we have designated for receipt of such requests.

Some of the requests for service that may be made by telephone or at www.myaccounts.metlife.com include transfers of your Account Value into Shield Option(s) or the Fixed Account. We may from time to time permit requests for other types of transactions to be made by telephone or Internet. All transaction requests must be in a form satisfactory to us. Contact us for further information. Some selling firms may restrict the ability of their financial professionals to convey transaction requests by telephone or Internet on your behalf.

We are not a fiduciary and do not provide investment advice or make recommendations regarding insurance or investment products. Ask your financial professional for guidance regarding any requests or elections and for information about your particular investment needs. Please bear in mind that your financial professional, or any financial firm or financial professional with whom you consult for advice, acts on your behalf, not ours. We are not party to any agreement between you and your financial professional. We do not recommend and are not responsible for any securities transactions or investment strategies involving securities.

A request or transaction generally is considered in Good Order if it complies with our administrative procedures and the required information is complete and accurate. A request or transaction may be rejected or delayed if not in Good Order. If you have any questions, you should contact us or your financial professional before submitting the form or request.

We will use reasonable procedures such as requiring certain identifying information, recording the telephone instructions, and providing written confirmation of the transaction, in order to confirm that instructions communicated by telephone, fax, Internet or other means are genuine. Any telephone, fax or Internet instructions reasonably believed by us to be genuine will be your responsibility, including losses arising from any errors in the communication of instructions. As a result of this policy, you will bear the risk of loss. If we do not employ

reasonable procedures to confirm that instructions communicated by telephone, fax or Internet are genuine, we may be liable for any losses due to unauthorized or fraudulent transactions. All other requests and elections under your Contract must be in writing signed by the proper party, must include any necessary documentation and must be received at our Annuity Service Office to be effective. If acceptable to us, requests or elections relating to Beneficiaries and Ownership will take effect as of the date signed unless we have already acted in reliance on the prior status. We are not responsible for the validity of any written request or action.

Telephone and computer systems may not always be available. Any telephone or computer system, whether it is yours, your service provider’s, your financial professional’s, or ours, can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may delay or prevent our processing of your request. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances. If you experience technical difficulties or problems, you should make your transaction request in writing to our Annuity Service Office.

CONFIRMING TRANSACTIONS

We will send out written statements confirming that a transaction was recently completed. Unless you inform us of any errors within 60 days of receipt, we will consider these communications to be accurate and complete.

After Your Death

If we are notified of your death before any requested transaction is completed (including transactions under automated investment strategies, the minimum distribution program and the Systematic Withdrawal Program), we will cancel the request. For example, if You request a transfer or withdrawal for a date in the future under a Deferred Annuity and then die before that date, we will cancel the request.

Third Party Requests

Generally, we only accept requests for transactions or information from You. We reserve the right not to accept or to process transactions requested on your behalf by third parties. This includes processing transactions by an agent You designate, through a power of attorney or other authorization, who has the ability to control the amount and timing of transfers/reallocations for a number of other Contract Owners, and who simultaneously makes the same request or series of requests on behalf of other Contract Owners.

Suspension of Payments

We may also suspend or postpone payment for a withdrawal or annuity payment when we have a reasonable belief that the payment being requested is connected to financial exploitation of a Specified Adult. A Specified Adult is a person who is aged 65 or older or a person aged 18 or older who has a mental or physical impairment that renders the individual unable to protect his or her own interests. If we reasonably suspect financial exploitation of a Specified Adult, we will place a temporary hold on the payment, transfer the amount of the payment to the Fixed Interest Account and provide notification to you, the Trusted Contact Person(s) on file and any other party authorized to make transactions under the Contract that a hold has been placed on the payment(s) pending further investigation. A Trusted Contact Person is the person or persons designated by You as a person we may contact should we not be able to contact You or if You are a Specified Adult and we reasonably believe or suspect that You have or are being financially exploited. The Trusted Contact Person may be changed by you by contacting our Administrative Service Office. We may hold the payment for up to 15 business days (or longer under certain

conditions) after the temporary hold was placed while we conduct further investigation, unless the period is extended by a regulator or court order.

AMENDMENT OF THE CONTRACT

We reserve the right to amend the Contracts to comply with applicable Federal or state laws or regulations. We will notify you in writing of any such amendments.

MISSTATEMENT

We may require proof of the age or sex (where permitted) of the Annuitant, Owner and/or the Beneficiary before making any payments under the Contract that are measured by the Annuitant’s, Owner’s or Beneficiary’s life. If the age or sex of the measuring life has been misstated, the amount payable will be the amount that would have been provided at the correct age and sex.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Pursuant to applicable provisions of MLIC’s by-laws or internal corporate policies adopted by MLIC or its ultimate parent, the directors, officers and other controlling persons of MLIC and of MLIC’s affiliate and principal underwriter, MLIDC, who are made or threatened to be made a party to an action or proceeding, may be eligible to obtain indemnification against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, incurred as a result of such action or proceeding. Under the principal underwriting agreement between MLIC and MLIDC, the parties have agreed to indemnify each other against certain liabilities and expenses from legal proceedings arising out of MLIDC’s distribution of the Contracts.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling MLIC pursuant to the foregoing provisions, MLIC has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

APPENDIX A: INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT

The following is a list of Shield Options currently available under the Contract. We may change the features of the Shield Options listed below (including the Index and the current limits on Index gains and losses), offer new Shield Options, and terminate existing Shield Options. We will provide you with written notice before making any changes other than changes to current limits on Index gains. Information about current limits on Index gains is available at www.metlife.com. See “Shield Options,” “Shield Rates,” and “Rate Crediting Types” sections in the prospectus for more information.

Note: If amounts are removed from a Shield Option before the end of a Term, we will apply an Interim Value calculation. This Interim Value calculation may result in a significant reduction in your Account Value that could exceed any protection from Index loss that would be in place if you held the option until the end of the Term. See “Interim Value Calculation” under “Charges, Fees, And Adjustments” and the “Withdrawal Provisions” section in the prospectus for more information.

Index 1	Type of Index	Term	Shield Rate	Minimum Guaranteed Rate for Rate Crediting Type
S&P 500 Index	Market	6 Yr	25%	6 % Cap Rate
Russell 2000 Index	Market	6Yr	25%	6 % Cap Rate
MSCI EAFE Index	Market	6Yr	25%	6 % Cap Rate
S&P 500 Index	Market	6 Yr	15%	6 % Cap Rate
Russell 2000 Index	Market	6 Yr	15%	6 % Cap Rate
MSCI EAFE Index	Market	6 Yr	15%	6 % Cap Rate
S&P 500 Index	Market	3 Yr	15%	3 % Cap Rate
Russell 2000 Index	Market	3 Yr	15%	3 % Cap Rate
MSCI EAFE Index	Market	3 Yr	15%	3 % Cap Rate
S&P 500 Index	Market	6 Yr	10%	6 % Cap Rate
Russell 2000	Market	6 Yr	10%	6 % Cap Rate
MSCI EAFE Index	Market	6 Yr	10%	6 % Cap Rate
S&P 500 Index	Market	3 Yr	10%	3 % Cap Rate
Russell 2000	Market	3 Yr	10%	3 % Cap Rate
MSCI EAFE Index	Market	3 Yr	10%	3 % Cap Rate
NASDAQ 100 Index	Market	3 Yr	10%	3 % Cap Rate
Bloomberg Commodity Index	Market	3 Yr	10%	3 % Cap Rate
S&P 500 Index	Market	1 Yr	10%	1 % Cap Rate
Russell 2000	Market	1 Yr	10%	1 % Cap Rate
MSCI EAFE Index	Market	1 Yr	10%	1 % Cap Rate
NASDAQ 100 Index	Market	1 Yr	10%	1 % Cap Rate
Bloomberg Commodity Index	Market	1 Yr	10%	1 % Cap Rate
S&P 500 Index	Market	1 Yr	10%	1% Step Rate
S&P 500 Index	Market	3Yr	10%	3% Step Rate

1 Each Index is a “price return index,” not a “total return index,” and therefore does not reflect dividends declared by any of the companies in the Index. This will reduce the Index Performance and will cause the Index to underperform a direct investment in the securities composing the Index.

A-1

The Minimum Guaranteed Cap Rate for your Contract is the amount shown in your Contract, but will not be less than 1% for Shield Options with a 1-Year term, 3% for Shield Options with a 3-Year term and 6% for Shield Options with a 6-Year term. The Minimum Guaranteed Step Rate for your Contract is the amount shown your Contract, but will not be less than 1%.

The following is information on the Fixed Interest Account currently available under the Contract. We reserve the right to restrict purchase payments and transfers to the Fixed Interest Account when the yield on investments is not expected to support the Minimum Guaranteed Interest Rate. We will provide you with written notice before doing so.

Name	Fixed Account Term	Minimum Guaranteed Interest Rate2
Fixed Account	1 Year	1%

The actual Minimum Guaranteed Interest Rate for your Contract is the amount shown in your Contract and applies only to amounts in the Fixed Account.

A-2

APPENDIX B: INDEX PUBLISHERS

MLIC uses the Indices under license from the Indices’ respective publishers. The following information about the Indices is included in this prospectus in accordance with MLIC’s license agreements with the publishers of the Indices:

S&P Opco, LLC requires that the following disclaimer be included in this prospectus:

The S&P 500® is a product of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”) and has been licensed for use by affiliates of MetLife, Inc., including Metropolitan Life Insurance Company and MetLife Investors Distribution Company (collectively, "MetLife"). S&P®, S&P 500®, US 500, The 500, iBoxx®, iTraxx® and CDX® are trademarks of S&P Global, Inc. or its affiliates (“S&P”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by MetLife, Inc. It is not possible to invest directly in an index. MetLife Shield Level SelectorSM Annuity is not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices makes no representation or warranty, express or implied, to the owners of MetLife Shield Level SelectorSM Annuity or any member of the public regarding the advisability of investing in securities generally or in MetLife Shield Level SelectorSM Annuity particularly or the ability of the S&P 500® to track general market performance. Past performance of an index is not an indication or guarantee of future results. S&P Dow Jones Indices’ only relationship to MetLife with respect to the S&P 500® is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The S&P 500® is determined, composed and calculated by S&P Dow Jones Indices without regard to MetLife or MetLife Shield Level SelectorSM Annuity . S&P Dow Jones Indices have no obligation to take the needs of MetLife or the owners of MetLife Shield Level SelectorSM Annuity into consideration in determining, composing or calculating the S&P 500®. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of MetLife Shield Level SelectorSM Annuity . There is no assurance that investment products based on the S&P 500® will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment adviser, commodity trading advisory, commodity pool operator, broker dealer, fiduciary, promoter” (as defined in the Investment Company Act of 1940, as amended), “expert” as enumerated within 15 U.S.C. § 77k(a) or tax advisor. Inclusion of a security, commodity, crypto currency or other asset within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, commodity, crypto currency or other asset, nor is it considered to be investment advice or commodity trading advice.

NEITHER S&P DOW JONES INDICES NOR THIRD PARTY LICENSOR GUARANTEES THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE S&P 500® INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY METLIFE, OWNERS OF METLIFE SHIELD LEVEL SELECTORSM ANNUITY , OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500® OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. S&P DOW JONES INDICES HAS NOT REVIEWED, PREPARED AND/OR CERTIFIED

B-1

ANY PORTION OF, NOR DOES S&P DOW JONES INDICES HAVE ANY CONTROL OVER, THE LICENSEE METLIFE SHIELD LEVEL SELECTORSM ANNUITY REGISTRATION STATEMENT, PROSPECTUS OR OTHER OFFERING MATERIALS. THERE ARE NO THIRD-PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND METLIFE, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.

Frank Russell Company requires that the following disclaimer be included in this prospectus:

The MetLife Shield Level SelectorSM Annuity is not sponsored, endorsed, sold or promoted by Frank Russell Company (“Russell”). Russell makes no representation or warranty, express or implied, to the owners of the MetLife Shield Level SelectorSM Annuity or any member of the public regarding the advisability of investing in securities generally or in the MetLife Shield Level SelectorSM Annuity particularly or the ability of the Russell 2000® Index to track general stock market performance or a segment of the same. Russell’s publication of the Russell 2000® Index in no way suggests or implies an opinion by Russell as to the advisability of investment in any or all of the securities upon which the Russell 2000® Index is based. Russell’s only relationship to affiliates of MetLife, Inc., including MetLife Investors Distribution Company and Metropolitan Life Insurance Company (collectively, “MetLife”) is the licensing of certain trademarks and trade names of Russell and of the Russell 2000® Index which is determined, composed and calculated by Russell without regard to MetLife or the MetLife Shield Level SelectorSM Annuity .MetLife or the MetLife Shield Level SelectorSM Annuity . Russell is not responsible for and has not reviewed the MetLife Shield Level SelectorSM Annuity nor any associated literature or publications and Russell makes no representation or warranty express or implied as to their accuracy or completeness, or otherwise. Russell reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Russell 2000® Index. Russell has no obligation or liability in connection with the administration, marketing or trading of the MetLife Shield Level SelectorSM Annuity .

RUSSELL DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE RUSSELL 2000® INDEX OR ANY DATA INCLUDED THEREIN AND RUSSELL SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. RUSSELL MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY METLIFE, INVESTORS, OWNERS OF THE METLIFE SHIELD LEVEL SELECTORSM ANNUITY OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE RUSSELL 2000® INDEX OR ANY DATA INCLUDED THEREIN. RUSSELL MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE RUSSELL 2000® INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL RUSSELL HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

MSCI Inc. requires that the following disclaimer be included in this prospectus:

THE METLIFE SHIELD LEVEL SELECTORSM ANNUITY IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI INC. (“MSCI”), ANY OF ITS AFFILIATES, ANY OF ITS INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY, THE “MSCI PARTIES”). THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY AFFILIATES OF METLIFE, INC. INCLUDING BRIGHTHOUSE SERVICES, LLC, METLIFE INVESTORS DISTRIBUTUON COMPANY AND METROPOLITAN LIFE INSURANCE COMPANY (COLLECTIVELY, “METLIFE”). NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN PRODUCTS GENERALLY OR IN THIS PRODUCT

B-2

PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THIS PRODUCT OR THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THIS PRODUCT TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY OR THE CONSIDERATION INTO WHICH THIS PRODUCT IS REDEEMABLE. FURTHER, NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE ISSUER OR OWNERS OF THIS PRODUCT OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THIS PRODUCT.

ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER OF THE PRODUCT, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

No purchaser, seller or holder of the MetLife Shield Level SelectorSM Annuity , or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote this security without first contacting MSCI to determine whether MSCI’s permission is required. Under no circumstances may any person or entity claim any affiliation with MSCI without the prior written permission of MSCI.

Nasdaq, Inc. requires that the following disclaimer be included in this prospectus:

MetLife Shield Level SelectorSM Annuity is not sponsored, endorsed, sold or promoted by Nasdaq, Inc. or its affiliates (Nasdaq, Inc. with its affiliates, are referred to as the “Corporations”). The Corporations have not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to, MetLife Shield Level SelectorSM Annuity . The Corporations make no representation or warranty, express or implied to the owners of MetLife Shield Level SelectorSM Annuity or any member of the public regarding the advisability of investing in securities generally or in MetLife Shield Level SelectorSM Annuity particularly, or the ability of the Nasdaq-100 Index® to track general stock market performance. The Corporations’ only relationship to Metropolitan Life Insurance Company (“Licensee”) is in the licensing of the Nasdaq-100 Index®, and certain trade names of the Corporations and the use of the Nasdaq-100 Index® which is determined, composed and calculated by Nasdaq® without regard to Licensee or MetLife Shield Level SelectorSM Annuity . Nasdaq® has no obligation to take the needs of the Licensee or the owners of MetLife Shield Level SelectorSM Annuity into consideration in determining, composing or calculating the Nasdaq-100 Index®. The Corporations are not responsible for and have not

B-3

participated in the determination of the timing of, prices at, or quantities of MetLife Shield Level SelectorSM Annuity to be issued or in the determination or calculation of the equation by which MetLife Shield Level SelectorSM Annuity is to be converted into cash. The Corporations have no liability in connection with the administration, marketing or trading of MetLife Shield Level SelectorSM Annuity .

THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION OF NASDAQ-100 INDEX® OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF METLIFE SHIELD LEVEL SELECTORSM ANNUITY , OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE NASDAQ-100 INDEX® OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE NASDAQ-100 INDEX® OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

“Bloomberg®” and Bloomberg Commodity Index are service marks of Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (“BISL”), the administrator of the index (collectively, “Bloomberg”), and have been licensed for use for certain purposes by Metropolitan Life Insurance Company.

The MetLife Sheild Level Selector is not sponsored, endorsed, sold or promoted by Bloomberg. Bloomberg does not make any representation or warranty, express or implied, to the owners of or counterparties to the MetLife Sheild Level Selector or any member of the public regarding the advisability of investing in securities generally or in the MetLife Sheild Level Selector particularly. The only relationship of Bloomberg Metropolitan Life Insurance Company is the licensing of certain trademarks, trade names and service marks and of the Bloomberg Commodity Index, which is determined, composed and calculated by BISL without regard to Metropolitan Life Insurance Company or the MetLife Sheild Level Selector. Bloomberg has no obligation to take the needs of Metropolitan Life Insurance Company or the owners of the MetLife Sheild Level Selector into consideration in determining, composing or calculating the Bloomberg Commodity Index. Bloomberg is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the MetLife Sheild Level Selector to be issued. Bloomberg shall not have any obligation or liability, including, without limitation, to MetLife Sheild Level Selector customers, in connection with the administration, marketing or trading of the MetLife Sheild Level Selector.

BLOOMBERG DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE BLOOMBERG COMMODITY INDEX OR ANY DATA RELATED THERETO AND SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. BLOOMBERG DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY Metropolitan Life Insurance Company, OWNERS OF MetLife Sheild Level Selector OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE Bloomberg Commodity Index OR ANY DATA RELATED THERETO. BLOOMBERG DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE BLOOMBERG COMMODITY INDEX OR ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, TO THE MAXIMUM EXTENT ALLOWED BY LAW, BLOOMBERG, ITS LICENSORS, AND ITS AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, AND VENDORS SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY INJURY OR DAMAGES — WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHERWISE — ARISING IN CONNECTION WITH THE OF METLIFE SHEILD LEVEL SELECTOR OR BLOOMBERG

B-4

COMMODITY INDEX OR ANY DATA OR VALUES RELATING THERETO — WHETHER ARISING FROM THEIR NEGLIGENCE OR OTHERWISE, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.

B-5

APPENDIX C: INDEX SUBSTITUTION INVESTMENT AMOUNT EXAMPLE

The following example illustrates how we would calculate your Investment Amount on a Term End Date when there is an Index substitution. We assume no withdrawals and a $100,000 Purchase Payment into a Shield Option with a 1-Year Term /Shield 10 / S&P 500® Index with a Cap Rate of 10%.

Initial Account Value

Investment Amount at Term Start Date	$100,000
Term	1-Year
Initial Index	S&P 500® Index
Index Value on Term Start Date for S&P 500® Index	1,400
Cap Rate	10%
Shield Rate	10%

On date of Index Substitution halfway through the Term:

Index substitution
Number of days since Term Start Date	183
Index Value for S&P 500® Index	1,330
Index Performance for S&P 500® Index(1)	–5%
Substituted Index	Russell 2000® Index
Index Value for Russell 2000® Index on substitution date	1,250

Calculation of Investment Amount at Term End Date:

Index Value for Russell 2000® Index	1,375
Index Performance for S&P 500® Index(1)	–5%
Index Performance for Russell 2000® Index(2)	10%
Total Index Performance for the Term(3)	4.5%
Cap Rate	10%
Shield Rate	10%
Performance Rate(4)	4.5%
Performance Rate Adjustment(5)	$4,500
Investment Amount at Term End Date(6)	$104,500

The following notes to the tables above provide important calculations showing how certain values are determined.

(1) Index Performance is equal to the percentage change in the Index Value measured from the Term Start Date to the date of the Index substitution. Index Performance is calculated as follows:

(1330 [Index Value at date of substitution] — 1400 [Index Value at Term Start Date]) ÷ 1400 [Index Value at Term Start Date]) = –5%

(2) Index Performance is equal to the percentage change in the Index Value measured from the date of the Index substitution to the Term End Date. Index Performance is calculated as follows:

(1375 [Index Value at Term End Date] — 1250 [Index Value at date of the substitution]) ÷ 1250 [Index Value at date of substitution]) = 10%

(3) Since there was an Index substitution from the S&P 500® Index (initial Index) to the Russell 2000® Index (substituted

C-1

Index), the total Index Performance for the Term is equal to the S&P 500® Index Value at the Index substitution date

C-2

APPENDIX D: RETURN OF PREMIUM DEATH BENEFIT EXAMPLE

The purpose of this example is to illustrate the operation of the Return of Premium death benefit. The investment results shown are hypothetical and are not representative of past or future performance. Actual investment results may be more or less than those shown and will depend upon a number of factors, including the allocation made by an Owner and the Index Performance for the Shield Options chosen. The examples do not reflect the deduction of taxes and tax penalties.

Return of Premium Death Benefit

The purpose of this example is to show how partial withdrawals reduce the Return of Premium death benefit proportionally by the percentage reduction in Account Value of the Shield Option(s) and the Fixed Account for each partial withdrawal.

		Date	Amount
A	Purchase Payment	Issue Date	$100,000
B	Account Value	First Contract Anniversary	$90,000
C	Death Benefit	First Contract Anniversary	$100,000 (=greater of A and B)
D	Withdrawal	One Day After the First Contract Anniversary	$9,000
E	Percentage Reduction in Account Value	One Day After the First Contract Anniversary	10% (=DB)
F	Account Value after Withdrawal	One Day After the First Contract Anniversary	$81,000 (=BD)
G	Purchase Payment Reduced for Withdrawal	One Day After the First Contract Anniversary	(=$90,000 (=A-(A x E)
H	Death Benefit	One Day After the First Contract Anniversary	$90,000 (= greater of F and G)

Notes to Example.

Purchaser is age 60 at issue.

The Account Values on the First Contract Anniversary and One Day after the First Contract Anniversary are assumed to be equal prior to the withdrawal.

D-1

APPENDIX E: THE FIXED ACCOUNT

The Fixed Account is a funding option that may be available and is part of MLIC’s General Account assets. These General Account assets include all assets of MLIC other than those held in the Separate Accounts sponsored by MLIC or its affiliates.

Any interest in the Fixed Account is not a security under the Securities Act of 1933 and the Fixed Account is not registered under or regulated by the Investment Company Act of 1940. Accordingly, the Fixed Account is not offered by virtue of the prospectus. Disclosure regarding the Fixed Account and the General Account may, however, be subject to certain provisions of the Federal securities laws relating to the accuracy and completeness of statements made in the prospectus.

Under the Fixed Account, MLIC assumes the risk of investment gain or loss, guarantees a specified interest rate, and guarantees a specified periodic Annuity Payment. We guarantee that, at any time, the Fixed Account Value will not be less than the amount of the Purchase Payments allocated to the Fixed Account, plus interest credited as described below, less any applicable Premium Taxes or prior withdrawals.

Account Value allocated to the Fixed Account and any transfers made to the Fixed Account become part of MLIC’s General Account, which supports insurance and annuity obligations. Where permitted by state law, we reserve the right to restrict Investment Amounts into the Fixed Account whenever the credited interest rate on the Fixed Account is equal to the Minimum Guaranteed Interest Rate specified in your Contract. Because of exemptive and exclusionary provisions, interests in the Fixed Account have not been registered under the Securities Act of 1933, neither the Fixed Account nor the General Account is registered or regulated under the Investment Company Act of 1940. We will invest the assets of the Fixed Account at our discretion. Investment income from such Fixed Account assets will be allocated to us and to the Contracts participating in the Fixed Account.

Investment income from the Fixed Account allocated to us includes compensation for risks borne by us in connection with Fixed Account Contracts. The amount of such investment income allocated to the Contracts will vary from year to year in our sole discretion at such rate or rates as we prospectively declare from time to time.

We guarantee that for the life of the Contract interest credited to your Fixed Account Value during the Fixed Account Term beginning on the Issue Date will not be accumulated at less than the Minimum Guaranteed Interest Rate allowed by state law. The current Minimum Guaranteed Interest Rate applicable to any Contract will not be less than 1%. We reserve the right to change the rate subject to applicable state law. We will determine any interest we credit to amounts allocated to the Fixed Account in excess of the Minimum Guaranteed Interest Rate at our sole discretion. You assume the risk that interest credited to the Fixed Account may not exceed the Minimum Guaranteed Interest Rate for any given year. We have no specific formula for determining the interest rate. Some factors we may consider are regulatory and tax requirements, general economic trends and competitive factors.

For renewals into the Fixed Account, the new guaranteed interest rate will be declared for each subsequent Fixed Account Term. At the Fixed Account Term End Date, the Fixed Account Value will automatically be renewed into the same Fixed Account Term, with the new interest rate, unless otherwise instructed by you. If the Fixed Account is not available at the end of the existing Fixed Account Term, these amounts will automatically transfer into the Holding Account at the end of the Fixed Account Term unless otherwise instructed by you to transfer into one or more available Shield Options. You have the Transfer Period to notify us that you want to transfer some or all of your Fixed Account Value to a new Shield Option(s).

Fixed Account Value. We credit interest to the portion of the Account Value allocated to the Fixed Account. (See “Interest Crediting” below.) The Fixed Account is part of our General Account. We guarantee that the interest

E-1

credited to your initial allocation to the Fixed Account during the Fixed Account Term beginning on the Issue Date will not be accumulated at less than the Minimum Guaranteed Interest Rate. Thereafter, we will declare an interest rate as of each subsequent Fixed Account Term and such rate will not be less than the Minimum Guaranteed Interest Rate. If the declared interest rate equals the Minimum Guaranteed Interest Rate, we reserve the right to restrict transfers and allocations into the Fixed Account.

The initial Fixed Account Value is the amount initially allocated to the Fixed Account. Thereafter, the Fixed Account Value equals: (a) the initial Fixed Account Value or the Fixed Account Value on the most recent Contract Anniversary, as applicable, including any transfers; plus (b) any interest credited by us; less (c) the amount of any withdrawals; and less (d) any Premium Tax or other taxes, if applicable.

Interest Crediting. Interest will be compounded and credited daily to the Fixed Account at an annual effective interest rate declared by us. Interest will be credited on amounts allocated to the Fixed Account through the effective date such amounts are withdrawn or transferred from the Fixed Account.

Important terms that will help you understand this Appendix E:

Fixed Account Term. The length of time over which the current Fixed Account interest rate is guaranteed. No Fixed Account Term will extend beyond the Annuity Date. The minimum Fixed Account Term depends on the date your Contract is issued but will not be less than one (1) year.

Fixed Account Value. The Fixed Account Value at the end of the Fixed Account Term.

Transfers. During the Accumulation Period you may only make a transfer to or from the Fixed Account and/or to or from a new Shield Option(s) during the Transfer Period. Once we receive allocation instructions from you, we will transfer the amounts in the Fixed Account to the Shield Option(s) on the next Contract Anniversary. The effective date of such transfer is the first day of the Fixed Account Term and/or a Term(s) in which the transfer is made.

E-2

The Statement of Additional Information (SAI) dated October 1, 2026 includes additional information about the MLIC. The SAI is incorporated by reference. The SAI is available, without charge, upon request. For a free copy of the SAI or to request other information about the Contract, and to make investor inquiries, call us at (800) 343-8496.

Reports and other information about MLIC are available on the SEC’s website at https://www.sec.gov/, and copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following email address: [email protected].

EDGAR ID: C0000937834

STATEMENT OF ADDITIONAL INFORMATION

INDIVIDUAL SINGLE PREMIUM DEFERRED INDEX-LINKED ANNUITY CONTRACT

METROPOLITAN LIFE INSURANCE COMPANY

METLIFE SHIELD LEVEL SELECTORSM ANNUITY

This Statement of Additional Information ("SAI") is not a prospectus but relates to, and should be read in conjunction with, the Prospectus dated [date], 2026. A copy of the Prospectus may be obtained by writing to Metropolitan Life Insurance Company at our Administrative Office, by calling 800-343-8496, online at https://dfinview.com/metlife/PUFT/MET000258 or by accessing the Securities and Exchange Commission's website at http://www.sec.gov.

The SAI contains information in addition to the information described in the Prospectus for the MetLife Shield Level SelectorSM Annuity Contract (the "Contract") offered by Metropolitan Life Insurance Company (“MLIC”, "we", "our", or the "Company"). The Prospectus concisely sets forth information that a prospective investor ought to know before investing.

This Statement of Additional Information is dated [date], 2026.

SAI-1

Table of Contents

	Page
THE COMPANY	SAI-3
SERVICES	SAI-3
DISTRIBUTION	SAI-3
INTERIM VALUE CALCULATION	SAI-3
Interim Value	SAI-3
ANNUITY PROVISIONS	SAI-5
Fixed Annuity	SAI-5
Legal Or Regulatory Restrictions On Transactions	SAI-5
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	SAI-5
FINANCIAL STATEMENTS	SAI-5
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS	SAI-5

SAI-2

THE COMPANY

The Company is a provider of insurance, annuities, employee benefits and asset management. We are also one of the largest institutional investors in the United States with a general account portfolio invested primarily in fixed income securities (corporate, structured products, municipals, and government and agency) and mortgage loans, as well as real estate, real estate joint ventures, other limited partnerships and equity securities, The Company was incorporated under the laws of New York in 1868. The Company’s office is located at 200 Park Avenue, New York, New York 10166-0188. The Company is a wholly-owned subsidiary of MetLife, Inc., a publicly traded company.

SERVICES

MLIC maintains certain books and records of the Separate Account and provides certain issuance and other administrative services for the Contracts.

DISTRIBUTION

Information about the distribution of the Contracts is contained in the Prospectus. Additional information is provided below.

The Contracts were only issued in the State of New York and are no longer offered for sale.

MetLife Investors Distribution Company ("MLIDC") serves as principal underwriter for the contracts. MLIDC and the Company are affiliates because they are both under common control of MetLife, Inc. MLIDC’s principal business address is located at 200 Park Avenue, New York, NY 10016. MLIDC is registered as a broker-dealer with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority (FINRA).

INTERIM VALUE CALCULATION

Interim Value

For purposes of determining the Accrued Shield Rate, Accrued Cap Rate and Accrued Step Rate, the total number of days in each calendar year of a Term is 365.

SAI-3

The Performance Rate during a particular Term is the Index Performance, adjusted for the applicable Accrued Shield Rate, Accrued Cap Rate or Accrued Step Rate.

As noted above, the Interim Value is calculated using accrued values for the Shield Rate, Cap Rate and Step Rate. So if you annuitize, die, make a withdrawal, Surrender or cancel your Contract before the Term End Date, you will not receive the full benefit of the Shield Rate, Cap Rate or Step Rate but instead will receive the accrued percentage to the date of the annuitization, date of the payment of the death benefit, withdrawal or Surrender. In addition, a withdrawal from a Shield Option will reduce your Interim Value by the amount withdrawn on the date of the withdrawal. For example if you have a Shield Option with a Term Start Date of February 15, 2015, a 6 year Term, a Shield 10 and a 20% Cap Rate and you make a withdrawal on February 15, 2018, halfway through your Term, the Interim Value will be calculated using your Accrued Shield Rate and Accrued Cap Rate. That means your Accrued Shield Rate will be 5% and your Accrued Cap Rate will be 10%. The accrued rates are calculated as follows:

The Shield Rate (10%) is multiplied by the number of days elapsed since the Term Start Date (1095) and divided by the total number of days in the Term (2190), so the Accrued Shield Rate is 5%.

The Cap Rate (20%) is multiplied by the number of days elapsed since the Term Start Date (1095) and divided by the total number of days in the Term (2190), so the Accrued Cap Rate is 10%.

An Accrued Step Rate is calculated in the same manner — the Step Rate is multiplied by the number of days elapsed since the Term Start Date and divided by the total number of days in the Term. For example, if the Step Rate is 8% and the total number of days in the Term is 2190 and 1095 days have elapsed, then the Step Rate (8%) is multiplied by 1095 and divided by 2190 to arrive at an Accrued Step Rate of 4%.

SAI-4

ANNUITY PROVISIONS

Fixed Annuity

A fixed annuity is a series of payments made during the Annuity Phase which are guaranteed as to dollar amount by the Company and do not vary with the investment experience of the Investment Options. The Adjusted Contract Value (the Account Value, less any appliable premium taxes and any prorated rider charge) is determined on the annuity calculation date, which is a Business Day no more than five (5) Business Days before the Annuity Date. This value will be used to determine a fixed Annuity Payment. Annuity Payments will be paid as monthly installments or at any frequency acceptable to us and you and will be based upon the Annuity Option elected, the Annuitant’s age, the Annuitant’s sex (where permitted by law), and the appropriate Annuity Option table. Your annuity rates will not be less than those guaranteed in your contract at the time of purchase. If, as of the annuity calculation date, the then current Annuity Option rates applicable to this class of contracts provide an Annuity Payment greater than that which is guaranteed under the same Annuity Option under this contract, the greater payment will be made.

Legal Or Regulatory Restrictions On Transactions

If mandated under applicable law, the Company may be required to reject a Purchase Payment. The Company may also be required to block a contract Owner’s account and thereby refuse to pay any request for transfers, withdrawals, surrenders, death benefits or continue making Annuity Payments until instructions are received from the appropriate regulator.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[To be provided by subsequent post-effective amendment to the Registration Statement.]

FINANCIAL STATEMENTS

[To be provided by subsequent post-effective amendment to the Registration Statement.]

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None.

SAI-5

Part C

Other Information

Item 27. Exhibits

(a)		Resolution of the Board of Directors of Metropolitan Life Insurance Company establishing the Separate Account. Not applicable.
(b)		Custodian Agreements. Not applicable.
(c)		Underwriting Contracts.
(c)	(1)	Amended and Restated Principal Underwriting Agreement with MetLife Investors Distribution Company. (Incorporated herein by reference to Post-Effective Amendment No. 6 to Registrant's Registration Statement on Form N-4, File No. 333- 190296, filed April 23, 2019.)
(c)	(2)	Form of Retail Sales Agreement. (MetLife Investors Distribution Company Retail Sales Agreement 7-1-05)(LTC). (Incorporated herein by reference to Post-Effective Amendment No. 5 to Registrant's Registration Statement on Form N-4, File No. 333-83716, filed April 26, 2006.)
(c)	(3)	Form of Enterprise Selling Agreement 09-12 (MetLife Investors Distribution Company Sales Agreement). (Incorporated herein by reference to Post-Effective Amendment No. 17 to Registrant's Registration Statement on Form N-4, File No. 333-83716, filed April 11, 2013.)
(d)		Contracts, Certificates and Endorsements.
(d)	(1)	Individual Retirement Annuity Qualification Rider. (ML - 22499 (09/12)). (Filed as Exhibit 4(b) with Registration Statement No. 333-200996 on Form S-3 on December 17, 2014 and incorporated herein by reference.)
	(2)	Individual Non-Qualified Annuity Endorsement. (ML - 22504 (09/12)). (Filed as Exhibit 4(c) with Registration Statement No. 333-200996 on Form S-3 on December 17, 2014 and incorporated herein by reference.)
	(3)	Roth Individual Retirement Annuity (“Roth IRA”) Endorsement. (ML - 22503 (09/12)). (Filed as Exhibit 4(d) with Registration Statement No. 333-200996 on Form S-3 on December 17, 2014 and incorporated herein by reference.)
(e)	(1)	Form of Application for MetLife Shield Selector(SM) Annuity. (To be filed by subsequent post-effective amendment to the registration statement.)
(f)	(1)	Amended and Restated By-Laws of Metropolitan Life Insurance Company (effective December 21, 2023). (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registrant's Registration Statement on Form N-4, File No. 333-190296, filed April 22, 2024.)
(f)	(2)	Amended and Restated Charter of Metropolitan Life Insurance Company (effective May 16, 2016). (Incorporated herein by reference to Post-Effective Amendment No. 24 to Registration Statement File No. 333-176654 for Metropolitan Life Separate Account E on Form N-4 filed on April 21, 2022.)
(g)		Reinsurance Contracts. Not applicable.
(h)		Participation Agreements. Not applicable.
(i)		Administrative Contracts. Not applicable.
(j)		Other Material Contracts. Not applicable.
(k)		Opinion of Counsel. (Incorporated herein by reference to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form S-3, File No. 333-209461, filed on April 14, 2016.)
(l)		Consent of Independent Registered Public Accounting Firm. (To be filed by subsequent post-effective amendment to the Registration Statement.)
(m)		Omitted Financial Statements. Not applicable.
(n)		Initial Capital Agreements. Not applicable.
(o)		Form of Initial Summary Prospectuses. Not applicable
(p)	(1)	Powers of Attorney for Daniel S. Glaser, Carla A. Harris, Laura J. Hay, R. Glenn Hubbard, Jeh C. Johnson, William E. Kennard, Michel A. Khalaf, John D. McCallion, Diana L. McKenzie, Christian S. Mumenthaler, Adrienne O’Neill, Michelle Seitz, and Mark A. Weinberger for Metropolitan Life Insurance Company and its designated Separate Accounts. (Filed herewith.)
(q)		Letter Regarding Change in Certifying Accountant. Not applicable.

(r)

Historical Current Limits on Index Gains. Not applicable.

Item 28. Directors and Officers of the Insurance Company

Name and Principal Business Address	Positions and Offices with Depositor
R. Glenn Hubbard 200 Park Avenue New York, NY 10166	Chairman of the Board and Director
Michel A. Khalaf 200 Park Avenue New York, NY 10166	President, Chief Executive Officer and Director
Daniel S. Glaser 200 Park Avenue New York, NY 10166	Director
Carla Harris 200 Park Avenue New York, NY 10166	Director
Laura J. Hay 200 Park Avenue New York, NY 10166	Director
Jeh C. Johnson 200 Park Avenue New York, NY 10166	Director
William E. Kennard 200 Park Avenue New York, NY 10166	Director
Diana L. McKenzie 200 Park Avenue New York, NY 10166	Director
Christian S. Mumenthaler 200 Park Avenue New York, NY 10166	Director
Michelle Seitz 200 Park Avenue New York, NY 10166	Director
Mark A. Weinberger 200 Park Avenue New York, NY 10166	Director

Set forth below is a list of certain principal officers of Metropolitan Life Insurance Company. The principal business address of each principal officer is 200 Park Avenue, New York, NY 10166 unless otherwise noted below.

NAME	POSITIONS WITH DEPOSITOR
Michel A. Khalaf	President and Chief Executive Officer
Bryan E. Boudreau	Executive Vice President & Chief Actuary
Marlene Debel	Executive Vice President and Chief Risk Officer
Monica Curtis	Executive Vice President and Chief Legal Officer and Head of Government Relations
John D. McCallion	Executive Vice President and Chief Financial Officer
John A. Hall	Executive Vice President and Treasurer

NAME	POSITIONS WITH DEPOSITOR
William C. O'Donnell	Executive Vice President, Chief Financial Officer, U.S., MetLife Holdings
Bill Pappas	Executive Vice President, Global Technology & Operations
Adrienne O’Neill	Executive Vice President and Chief Accounting Officer
Ramy Tadros	Regional President, U.S. Business and Head of MetLife Holdings

Item 29. Persons Controlled by or Under Common Control with the Depositor or Registrant.

Metropolitan Life Insurance Company, the registrant, is regulated under the New York Insurance law. Metropolitan Life Insurance Company is a wholly-owned subsidiary of MetLife, Inc., a publicly traded company. The following outline indicates those persons who are controlled by or under common control with MetLife, Inc. No person is controlled by the Registrant.

ORGANIZATIONAL STRUCTURE OF METLIFE, INC. AND SUBSIDIARIES
AS MARCH 31, 2026.

The following is a list of subsidiaries of MetLife, Inc. updated as of March 31, 2026. Those entities which are listed at the left margin (labeled with capital letters) are direct subsidiaries of MetLife, Inc. Unless otherwise indicated, each entity which is indented under another entity is a subsidiary of that other entity and, therefore, an indirect subsidiary of MetLife, Inc. Certain inactive subsidiaries have been omitted from the MetLife, Inc. organizational listing. The voting securities (excluding directors’ qualifying shares, if any) of the subsidiaries listed are 100% owned by their respective parent corporations, unless otherwise indicated. The jurisdiction of domicile of each subsidiary listed is set forth in the parenthetical following such subsidiary.

A.	Metropolitan Life Insurance Company (“MLIC”) (NY)
	1.	500 Grant Street GP LLC (DE)
	2.	500 Grant Street Associates Limited Partnership (CT) - 99% of 500 Grant Street Associates Limited Partnership is held by Metropolitan Life Insurance Company and 1% by 500 Grant Street GP LLC.
	3.	ML 225 6th Street Member LLC (DE)
	4.	MetLife Retirement Services LLC (NJ)
	5.	MetLife 500 Canal Street Member LLC (DE) - This entity is wholly owned by Metropolitan Life Insurance Company
	6.	ML Bellevue Member LLC (DE) - 89.5% of ML Bellevue Member LLC is owned by Metropolitan Life Insurance Company and 10.5% is owned by Metropolitan Tower Life Insurance Company.
	7.	ML Clal Member, LLC (DE) - 50.1% of ML Clal Member, LLC is owned by Metropolitan Life Insurance Company and 49.9% is owned by MetLife Reinsurance Company of Hamilton, Ltd.
	8.	CC Holdco Manager, LLC (DE)
	9.	MetLife Funding, Inc. (DE)
	10.	6104 Hollywood, LLC (DE)
	11.	1350 Eye Street Owner LLC (DE) - 95.616439% of 1350 Eye Street Owner LLC is owned by Metropolitan Life insurance Company and 4.383561% is owned by Metropolitan Tower Life Insurance Company.
	12.	MetLife Securitization Depositor LLC (DE)
	13.	WFP 1000 Holding Company GP, LLC (DE)
	14.	MTU Hotel Owner, LLC (DE)
	15.	MetLife Water Tower Owner LLC (DE)
	16.	Missouri Reinsurance, Inc. (CYM)
	17.	The Building at 575 Fifth Avenue Mezzanine LLC (DE)
		a.	The Building at 575 Fifth Retail Holding LLC (DE)
		b.	The Building at 575 Fifth Retail Owner LLC (DE)
	18.	23rd Street Investments, Inc. (DE)

	a.	MetLife Capital Credit L.P. (DE)- 1% General Partnership interest is held by 23rd Street Investments, Inc. and 99% Limited Partnership interest is held by Metropolitan Life Insurance Company.
	b.	MetLife Capital Limited Partnership (DE)- 1% General Partnership interest is held by 23rd Street Investments, Inc. and 99% Limited Partnership interest is held by Metropolitan Life Insurance Company.
	c.	Long Island Solar Farm LLC (DE) - 90.39% membership interest is held by LISF Solar Trust in which MetLife Capital Limited Partnership has a 100% beneficial interest and the remaining 9.61% is owned by a third-party.
		1)	Met Canada Solar ULC (CAN)
19.	Plaza Drive Properties, LLC (DE)
20.	White Oak Royalty Company (OK)
21.	Midtown Heights, LLC (DE)
22.	MetLife Legal Plans, Inc. (DE)
23.	MetLife Next Gen Ventures, LLC (DE)
24.	ML District NoHo Master Member, LLC (DE)
25.	MetLife Properties Ventures, LLC (DE)
26.	MET 1065 Hotel, LLC (DE)
27.	ML MMIP Member, LLC (DE)
28.	Transmountain Land & Livestock Company (MT)
29.	MEX DF Properties, LLC (DE)
30.	PREFCO Fourteen, LLC (DE)
31.	ML HS Member LLC (DE)
32.	MetLife Tower Resources Group, Inc. (DE)
33.	ML 4000 MACARTHUR MEMBER LLC (DE) - Metropolitan Life Insurance Company owns 100% of ML 4000 MacArthur Member LLC.
34.	Housing Fund Manager, LLC (DE)
35.	ML Cooperative Member, LLC (DE)
36.	ML CW Member LLC (DE) - 92.7% of ML CW Member LLC is owned by Metropolitan Life Insurance Company and 7.3% is owned by Metropolitan Tower Life Insurance Company.
37.	MAV Trust Holdings LLC (DE)
38.	MAV 1 (DE)
39.	ML Clal Member 2.0, LLC (DE)
40.	ML PFV Member LLC (DE)
	a.	PF Venture LLC (DE) - ML PFV Member LLC holds a 94.117647% interest and MTL PFV Member LLC holds a 5.882353% interest.
41.	MetLife CC Member, LLC (DE) - 95.122% of MetLife CC Member, LLC is owned by Metropolitan Life Insurance Company and 4.878% is owned by Metropolitan Tower Life Insurance Company.
42.	150 North Riverside PE Member, LLC (DE) - 81.45% of 150 North Riverside PE Member, LLC is owned by Metropolitan Life Insurance Company, 18.55% is owned by Metropolitan Tower Life Insurance Company.
43.	ML Port Chester SC Member, LLC (DE) - 60% of ML Port Chester SC Member, LLC is owned by Metropolitan Life Insurance Company and 40% is owned by Metropolitan Tower Life Insurance Company.
44.	MetLife 555 12th Member, LLC (DE) - 89.84% is owned by Metropolitan Life Insurance Company and 10.16% by Metropolitan Tower Life Insurance Company.
45.	ML Southlands Member, LLC (DE) - 60% of ML Southlands Member, LLC is owned by Metropolitan Life Insurance Company and 40% is owned by Metropolitan Tower Life Insurance Company.
46.	ML Cerritos TC Member, LLC (DE) - 60% of ML Cerritos TC Member, LLC is owned by Metropolitan Life Insurance Company and 40% is owned by Metropolitan Tower Life Insurance Company.

47.	ML Swan Mezz, LLC (DE)
	a.	ML Swan GP, LLC (DE)
48.	ML Dolphin Mezz, LLC (DE)
	a.	ML Dolphin GP, LLC (DE)
49.	Haskell East Village, LLC (DE)
50.	ML Sloan’s Lake Member, LLC (DE)
51.	ML 610 Zane Member, LLC (DE)
52.	HD Owner LLC (DE)
53.	ML Southmore, LLC (DE) - 99% of ML Southmore, LLC is owned by Metropolitan Life Insurance Company and 1% by Metropolitan Tower Life Insurance Company.
54.	ML Terminal 106 Member, LLC (DE) - 87.45% of ML Terminal 106 Member, LLC is held by Metropolitan Life Insurance Company and 12.55% by Metropolitan Tower Life Insurance Company.
55.	Boulevard Residential, LLC (DE)
56.	MetLife Ontario Street Member, LLC (DE)
57.	Pacific Logistics Industrial South, LLC (DE)
58.	MetLife Acoma Owner, LLC (DE)
60.	1201 TAB Manager, LLC (DE)
61.	MetLife 1201 TAB Member, LLC (DE)
62.	MetLife LHH Member, LLC (DE) - 99% of MetLife LHH Member, LLC is owned by Metropolitan Life Insurance Company and 1% is owned by Metropolitan Tower Life Insurance Company.
63.	ML 300 Third Member LLC (DE)
64.	MNQM TRUST 2020 (DE)
65.	Oconee Hotel Company, LLC (DE)
66.	Oconee Land Company, LLC (DE)
	a.	Oconee Land Development Company, LLC (DE)
	b.	Oconee Golf Company, LLC (DE)
	c.	Oconee Marina Company, LLC (DE)
67.	ML Hudson Member, LLC (DE)
68.	MCJV, LLC (DE)
69.	MetLife THR Investor, LLC (DE)
70.	ML Matson Mills Member LLC (DE)
71.	ML University Town Center Member, LLC (DE) - 87% of ML University Town Center Member, LLC is owned by Metropolitan Life Insurance Company and 13% is owned by Metropolitan Tower Life Insurance Company.
72.	Southcreek Industrial Holdings, LLC (DE)
73.	ML OMD Member, LLC (DE)
74.	MetLife OFC Member, LLC (DE)
75.	MetLife Camino Ramon Member, LLC (DE) - 41.84% of MetLife Camino Ramon Member, LLC is owned by Metropolitan Life Insurance Company and 58.16% by Metropolitan Tower Life Insurance Company.
76.	MetLife 425 MKT Member, LLC (DE) - 66.91% of MetLife 425 MKT Member, LLC is owned by Metropolitan Life Insurance Company and 33.09% is owned by MREF 425 MKT, LLC.
77.	MetLife GV Owner LLC (DE)
78.	MMP Owners III, LLC (DE)
	a.	MetLife Multi-Family Partners III, LLC (DE)
		1)	MMP Holdings III, LLC (DE)

			a)	MMP South Park REIT, LLC (DE)
				(1)	MMP South Park OWNER, LLC (DE)
			b)	MMP Olivian REIT, LLC (DE)
				(1)	MMP Olivian Owner, LLC (DE)
79.	MC Portfolio JV Member, LLC (DE)
80.	Pacific Logistics Industrial North, LLC (DE )
81.	ML Armature Member, LLC (DE) - 87.34% of ML Armature Member, LLC is owned by Metropolitan Life Insurance Company and 12.66% is owned by Metropolitan Tower Life Insurance Company.
82.	ML One Bedminster, LLC (DE)
83.	ML-AI MetLife Member 2, LLC (DE) - 98.97% of ML-AI MetLife Member 2, LLC’s ownership interest is owned by Metropolitan Life Insurance Company and 1.03% by Metropolitan Tower Life Insurance Company.
84.	ML-AI MetLife Member 3, LLC (DE)
85.	ML-AI MetLife Member 4, LLC (DE) - 60% owned by MLIC and 40% owned by Metropolitan Tower Life Insurance Company
86.	ML-AI MetLife Member 5, LLC (DE)
87.	MetLife HCMJV 1 GP, LLC (DE)
88.	MetLife HCMJV 1 LP, LLC (DE)
89.	ML Corner 63 Member, LLC (DE)
90.	MCRE BLOCK 40, LP (DE)
91.	ML Mililani Member, LLC (DE) - 40% of ML Mililani Member, LLC is owned by Metropolitan Life Insurance Company and 60% is owned by Metropolitan Tower Life Insurance Company.
92.	MetLife Japan US Equity Owners LLC (DE)
93.	Sino-US United MetLife Insurance Co., Ltd. - 50% of Sino-US United MetLife Insurance Company, Ltd. is owned by MLIC and 50% is owned by a third-party.
94.	MMP Owners, LLC (DE)
95.	ML AG Member (DE)
96.	10700 Wilshire, LLC (DE)
97.	Chestnut Flats Wind, LLC (DE)
98.	ML Terraces, LLC (DE)
99.	Viridian Miracle Mile, LLC (DE)
100.	MetLife Boro Station Member, LLC (DE)
101.	ML PE Terminal 106, LLC (DE) - 87.45% of ML PE Terminal 106, LLC is owned by Metropolitan Life Insurance Company and 12.55% is owned by Metropolitan Tower Life Insurance Company.
102.	MetLife FM Hotel Member, LLC (DE)
	a.	LHCW Holdings (US) LLC (DE)
		1)	LHC Holdings (US) LLC (DE)
			a)	LHCW Hotel Holding LLC (DE)
				(1)	LHCW Hotel Holding (2002) LLC (DE)
				(2)	LHCW Hotel Operating Company (2002) LLC (DE)
103.	White Tract II, LLC (DE)
104.	MetLife OBS Member, LLC (DE)
105.	MetLife SP Holdings, LLC (DE)
	a.	MetLife Private Equity Holdings, LLC (DE)
106.	MetLife Park Tower Member, LLC (DE) - 81% of MetLife Park Tower Member, LLC is owned by Metropolitan Life Insurance Company and 19% by Metropolitan Tower Life Insurance Company.

Park Tower JV Member, LLC (DE)

107.

MCPP Owners, LLC (DE) - 87.992% of MCPP Owners, LLC is owned by Metropolitan Life Insurance Company and 12.008%

is owned by MetLife Reinsurance Company of Hamilton, Ltd.

108.

MetLife Chino Member, LLC (DE)

109.

MetLife Campus at SGV Member LLC (DE)

110.

MNQM Trust Holdings LLC (DE)

111.

ML 240 West 35th Owner LLC (DE)

40 West 35th Fund LP (DE)

112.

ML Artisan Crossing PE Member, LLC (DE)

113.

ML 1960 Grand LLC (DE)

1960 Grand Fund LP (DE) - 58.96% of 1960 Grand Fund LP is owned by MetLife Insurance K.K. and 41.04% is owned

by MLIC

1960 Grand Venture LLC (DE)

1960 Grand Owner LLC (DE)

114.

TOV Owner LLC (DE)

115.

MZO Owner LLC (DE)

116.

ML Cooperative Member, LLC (DE)

117.

505 Penobscot Drive RWC, LLC (DE)

118.

ML MetWest Member LLC (DE) - 70.95% of ML MetWest Member LLC is owned by Metropolitan Life Insurance Company

and 29.05% is owned by Metropolitan Tower Life Insurance Company

119.

ML Beachwood Place LLC (DE) - 93.97% owned by Metropolitan Life Insurance Company and 6.07% owned by

Metropolitan Tower Life Insurance Company

120.

ML Westlake Tower Owner LLC (DE) - Metropolitan Life Insurance Company owns 86.329% and Metropolitan Tower Life

Insurance Company owns 13.671%

Versant Health, Inc. (DE)

Versant Health Holdco, Inc . (DE)

Versant Health Consolidation Corp, (DE)

Davis Vision, Inc. (NY)

Versant Health Lab, LLC (DE)

Davis Vision IPA, Inc. (NY)

Superior Vision Services, Inc. (DE)

Superior Vision Insurance, Inc. (AZ)

Vision Twenty-One Managed Eye Care IPA, Inc. (NY)

Superior Vision Insurance Plan of Wisconsin, Inc. (WI)

Superior Vision Benefit Management, Inc. (NJ)

Block Vision of Texas, Inc. (TX)

UVC Independent Practice Association, Inc. (NY)

Superior Vision of New Jersey, Inc. (NJ)

Vision 21 Physician Practice Management Company (FL)

Metropolitan Tower Life Insurance Company (NE)

MTL Leasing, LLC (DE)

MetLife Assignment Company, Inc. (DE)

MTL HS Member LLC (DE)

MTL GV Owner LLC (DE)

MTL PFV Member LLC (DE)

SafeGuard Health Enterprises, Inc. (DE)

MetLife Health Plans, Inc. (DE)

SafeGuard Health Plans, Inc. (CA)

SafeHealth Life Insurance Company (CA)

SafeGuard Health Plans, Inc. (FL)

SafeGuard Health Plans, Inc. (TX)

American Life Insurance Company (DE)

BIDV MetLife Life Insurance Limited Liability Company (Vietnam) – 60.61% of BIDV MetLife Life Insurance Limited

Liability Company is held by American Life Insurance Company and the remainder by third parties.

MetLife Insurance K.K. (Japan)

Fortissimo Co. Ltd. (Japan)

MetLife Japan Water Tower Owner (Blocker) LLC (DE)

MetLife Japan Owner (Blocker) LLC (DE)

MetLife Japan Westlake Tower Blocker LLC (DE)

MetLife Japan 1960 Grand Blocker LLC (DE)

240 West 35th GP LLC (DE)

MetLife Japan 240 West 35th Owner (Blocker) LLC (DE)

MetLife Japan US Equity Owners (Blocker) LLC (DE)

Borderland Investments Limited (DE)

ALICO Hellas Single Member Limited Liability Company (Greece)

MetLife Global Holding Company I GmbH (Swiss)

MetLife Global Holding Company II LLC (DE and Swiss) - MetLife Global Holding Company II LLC is dual chartered

in DE and Switzerland.

Closed Joint-Stock Company Master-D (Russia)

MetLife Colombia Seguros de Vida S.A. (Colombia) - 89.9999657134583% of MetLife Colombia Seguros de Vida

S.A. is owned by MetLife Global Holding Company II LLC (DE and Swiss), 10.0000315938813% is owned by

MetLife Chile Inversiones Limitada, and International Technical and Advisory Services Limited, Borderland

Investments Limited, and Natiloportem Holdings, LLC each own 0.000000897553447019009%.

PJSC MetLife (Ukraine) - 99.9988% of PJSC MetLife is owned by MetLife Global Holding Company II GmbH,

.0006% is owned by International Technical and Advisory Services and the remaining .0006% is owned by

Borderland Investments Limited.

MetLife Emeklilik ve Hayat A.S. (Turkey) - 99.98% of MetLife Emeklilik ve Hayat A.S. is owned by MetLife

Global Holding Company II GmbH (Swiss) and the remaining by third parties.

MetLife Reinsurance Company of Bermuda Ltd. (Bermuda)

MetLife Regional Services, S.A. de C.V. (Mexico) - 99.999509% of MetLife Regional Services, S.A. de C.V. Mexico

is held by MetLife Global Holding Company II LLC (DE and Swiss) and 0.000491% is held by MetLife UK

Management Company Limited (England/UK).

Fundación MetLife Mexico, A.C.

MetLife International Holdings, LLC (DE)

Natiloportem Holdings, LLC (DE)

(1)

Excelencia Operativa y Tecnologica, S.A. de C.V. (Mexico) - 99.9% of Excelencia Operativa y

Tecnologica, S.A. de C.V. is held by Natiloportem Holdings, LLC and .1% by MetLife Mexico Servicios,

S.A. de C.V.

(2)

MetLife Servicios S.A. (Argentina) - 19.12% of the shares of MetLife Servicios S.A. are held by

Compania Inversora MetLife S.A. 80.88% are held by Natiloportem Holdings, LLC.

MAXIS GBN S.A.S. (France) - 50% of MAXIS GBN S.A.S. is held by MetLife International Holdings, LLC and

the remainder by third parties.

(1)

MAXIS Services, LLC (DE)

(a)

MAXIS Insurance Brokerage Services, Inc. (DE)

MetLife Asia Limited (Hong Kong)

MetLife International Limited, LLC (DE)

Compania Inversora MetLife S.A. (Argentina) - 95.46% is owned by MetLife International Holdings, LLC

and 4.54% is owned by Natiloportem Holdings, LLC.

MetLife Mas, S.A. de C.V. (Mexico) - 99.99964399% MetLife Mas, S.A. de C.V. is owned by MetLife

International Holdings, LLC and .00035601% is owned by International Technical and Advisory Services

Limited.

MetLife Planos Odontologicos Ltda. (Brazil) - 99.999% is owned by MetLife International Holdings, LLC

and 0.001% is owned by Natiloportem Holdings, LLC.

MetLife Global Holdings LLC (DE) - 98.9% is owned by MetLife International Holdings, LLC and 1.1% is

owned by MetLife International Limited, LLC. MetLife Global Holdings LLC is a DE LLC and is considered

domiciled in Ireland from a tax perspective.

(1)

Metropolitan Global Management, LLC (DE) - 99.7% is owned by MetLife Global Holdings LLC and

0.3% is owned by MetLife International Holdings, LLC. Metropolitan Global Management, LLC is a DE

LLC and is considered domiciled in Ireland from a tax perspective.

(2)

Metropolitan Global Management, LLC (Ireland) - 99.7% is owned by MetLife Global Holdings LLC

(DE) and 0.3% is owned by MetLife International Holdings, LLC. Metropolitan Global Management,

LLC is a DE LLC and is considered domiciled in Ireland from a tax perspective.

(a)

MetLife Insurance Company of Korea, Ltd. (Republic of Korea)

MetLife Financial Services, Co., Ltd. (South Korea)

(b)

MetLife UK Management Company (Limited) (England/UK)

MetLife, Life Insurance Company (Egypt) - 84.125% of MetLife, Life Insurance Company

(Egypt) is owned by MetLife UK Management Company Limited (England/UK) and the

remaining interest by third parties.

ii.

PineBridge Investments Deutschland GmbH (Germany)

(c)

MetLife Mexico Holdings, S. de R.L. de C.V. (Mexico) - 99.99995% is owned by Metropolitan

Global Management, LLC and .00005% is owned by MetLife International Holdings, LLC.

MetLife Mexico, S.A. de C.V. (Mexico) - 99.050271% is owned by MetLife Mexico Holdings, S.

de R.L. de C.V. and .949729% is owned by MetLife International Holdings, LLC.

ii.

MetLife Pensiones Mexico S.A. (Mexico)- 97.5125% is owned by MetLife Mexico Holdings, S.

de R.L. de C.V. and 2.4875% is owned by MetLife International Holdings, LLC.

ML Capacitacion Comercial S.A. de C.V. (Mexico) - 99.7% is owned by MetLife Global

Holdings LLC (DE) and 0.3% is owned by MetLife International Holdings, LLC.

iii.

MetLife Mexico Servicios, S.A. de C.V. (Mexico) - 99.050271% is owned by MetLife Mexico

Holdings, S. de R.L. de C.V. and .949729% is owned by MetLife International Holdings, LLC.

iv.

MetLife Regional Services, S.A. de C.V. (Mexico) - 99.999509% of MetLife Regional Services,

S.A. de C.V. (Mexico) is held by MetLife Mexico Holdings, S. de R.L. de C.V. and 0.000491% is

held by MetLife UK Management Company Limited (England/UK)

(3)

MetLife Ireland Treasury d.a.c (Ireland)

(a)

MetLife General Insurance Limited (Australia)

(b)

MetLife Insurance Limited (Australia) - 91.16468% of MetLife Insurance Limited (Australia) is

owned by MetLife Ireland Treasury d.a.c and 8.83532% by MetLife Global Holdings Corp. S.A. de

C.V.

MetLife Services Pty Limited (Australia)

ii.

MetLife Investments Pty Limited (Australia)

MetLife Insurance and Investment Trust (Australia) - 91.16468% of MetLife Insurance

Limited (Australia) is owned by MetLife Ireland Treasury d.a.c. and 8.83532% by

MetLife Global Holdings LLC (DE).

AmMetLife Insurance Berhad (Malaysia) - 50.000002% of AmMetLife Insurance Berhad is owned by

MetLife International Holdings, LLC and the remainder by a third-party.

AmMetLife Takaful Berhad (Malaysia) - 49.9999997% of AmMetLife Takaful Berhad is owned by MetLife

International Holdings, LLC and the remainder by a third-party.

MetLife Worldwide Holdings, LLC (DE)

Metropolitan Life Seguros e Previdencia Privada S.A. (Brazil) - 66.662% is owned by MetLife International

Holdings, LLC, 33.337% is owned by MetLife Worldwide Holdings, LLC and 0.001% is owned by

Natiloportem Holdings, LLC.

PNB MetLife India Insurance Company Limited - 49.73117806% of PNB MetLife India Insurance Company

Limited is owned by MetLife International Holdings, LLC, 0.00000005% is owned by each of MetLife Global

Operations Support Center Private Limited and MetLife Services East Private Limited, and the remainder

by third parties.

MetLife Administradora de Fundos Multipatrocinados Ltda. (Brazil) - 99.99998% of MetLife Adminis-

tradora de Fundos Multipatrocinados Ltda. is owned by MetLife International Holdings, LLC and 0.00002%

by Natiloportem Holdings, LLC.

MetLife Global Holding Company III GbnH (Swiss)

MetLife Investment Management Limited (England/UK)

MetLife Innovation Center Limited (Ireland)

MetLife Innovation Centre Pte. Ltd (Singapore)

ALICO Operations LLC (DE)

MetLife Seguors S.A (Uruguay)

MetLife Asset Management Japan, Ltd.

MetLife Asia Services Sdn. Bhd (Malaysia)

MetLife EU Holding Company Limited (Ireland)

MetLife Services Cyprus Ltd (Cyprus)

MetLife Solutions S.A.S. (France)

Agenvita S.r.l. (Italy)

MetLife Services Sociedad Limitada (Spain)

MetLife Europe d.a.c. (Ireland)

MetLife Europe Services Limited (Ireland)

MetLife Europe Insurance d.a.c.

MetLife Europe Services Limited (Ireland)

Metropolitan Life Societate de Administrare a unui Fond de Pensil Administrat Privat S.A. (Romania -

99.9903% of Metropolitan Life Societate de Administrare a unui Fond de Pensii Administrat Privat S.A. is

owned by MetLife EU Holding Company Limited and 0.0097% by MetLife Europe Services Limited.

MetLife UK Limited (UK)

MetLife Investment Management Holdings (Ireland) Limited (Ireland)

MetLife Investments Asia Limited (Hong Kong)

MetLife Investments Limited (England/UK)

MetLife Latin America Asesorias e Inversiones Limitada 5 (CHL)

MetLife Investment Management Europe Limited (Ireland)

Affirmative Investment Management Partners Ltd (UK)

Affirmative Investment Management Australia Pty Ltd (Australia)

PineBridge Investments Latin America SpA (Chile)

PineBridge Investments Europe Limited (UK)

PineBridge Investments Holdings Europe Limited (UK)

(1)

PineBridge Benson Elliot LLP (UK) 96% of PineBridge Benson Elliot LLP is owned by PineBridge

Investments Holding Europe Limited. The remaining 4% is owned by third-parties.

(a)

Benson Elliot Services Ltd (England)

(b)

Benson Elliot GP (England) Limited (England)

(c)

Benson Elliot GP (Scotland) Limited (Scotland) - Benson Elliot General Partner, LLP is the

general partner of Benson Elliot GP, L.P. (the "Fund"). 100% the limited partnership interests of

the Fund are held by Benson Elliot Services Ltd.

Benson Elliot General Partner, LLP (England) - 100% of the voting interests of Benson Elliot

General Partner, LLP is held by Benson Elliot GP (England) Limited. 99% of Benson Elliot

General Partner, LLP is owned by Benson Elliot GP (Scotland) Limited and 1% is owned by

Benson Elliot GP (England) Limited.

Benson Elliot GP, L.P. (Scotland)

Bensell Special Limited Partner, L.P. (Scotland) - Benson Elliot GP, L.P. is the

general partner of Bensell Special Limited Partner, L.P. (the "Fund"). 68.50% of the

limited partnership interests of Fund are held by employees and 31.50% by Benson

Elliot Services Limited.

ii)

Bensell US Feeder. L.P. (Scotland) - Benson Elliot GP, L.P. is the general partner of

Bensell US Feeder. L.P. (the "Funds"). 100% of the limited partnership interests of

the Fund are held by third parties.

Lakey Corp S.à r.l. (Luxembourg)

iii)

Benson Elliot Real Estate Partners II, L.P. (England) - Benson Elliot GP, L.P. is the

general partner of Benson Elliot Real Estate Partners II, L.P. (the "Fund"). 89.96%

of the limited partnership interests of the Fund are held third parties; 7.84% are

held by Bensell US Feeder, L.P.; 1.12% are held by Bensell Strategic Partners, L.P.;

and 0.89% are held by Bensell Special Limited Partner, L.P.

iv)

Benson Elliot Strategic Partners, L.P. (Scotland) - Benson Elliot GP, L.P. is the

general partner of Benson Elliot Strategic Partners, L.P. (the "Fund"). 100% the

limited partnership interests of the Fund are held by third parties.

Benson Elliot GP IV, LLP (England) - 99% of Benson Elliot GP IV, LLP is owned by

Benson Elliot GP (Scotland) Limited and 1% is owned by Benson Elliot GP (England)

Limited.

Bensell Carry IV, L.P. (Scotland) - Benson Elliot GP IV, LLP is the general partner

of Bensell Carry IV, L.P. (the "Fund"). 90.10% of the limited partnership interests of

Fund are held by employees and 9.90% by Benson Elliot Services Limited.

ii)

Bensell Co-Invest, IV L.P. (Scotland) - Benson Elliot GP IV, LLP is the general

partner of Bensell Co-Invest, IV L.P. (the "Fund"). 100% of the limited partnership

interests of Fund are held by employees.

iii)

Bensell IV C.V. (Netherlands) - Benson Elliot GP IV, LLP is the general partner of

Bensell IV C.V. (the "Fund"). 71.81% of the limited partnership interests of the

Fund are held by Benson Elliot Real Estate Partners IV, L.P. and 28.19% are held by

Benson Elliot Real Estate Partners IV-B, L.P.

Cooperatie Bensell Real Estate Investment III B.A. (Netherlands)

Benson Elliot GP III, L.P. (Scotland) - Benson Elliot General Partner, LLP is the general

partner of Benson Elliot GP III, L.P. (the “Fund”). 100% of the limited partnership

interests of the Fund are held by Benson Elliot Services Ltd.

Bensell Special Limited Partner III, L.P. (Scotland) - Benson Elliot GP III, L.P. is

the general partner of Bensell Special Limited Partner III, L.P. (the "Fund"). 100%

of the limited partnership interests of the Fund are held by Bensell Co-Invest III,

L.P.

ii)

Bensell US Feeder III. L.P. (Scotland) - Benson Elliot GP III, L.P. is the general

partner of Bensell US Feeder III. L.P. (the "Fund"). 100% of the limited partnership

interests of are the Fund held by third parties.

iii)

Benson Elliot Real Estate Partners III, L.P. (England) - Benson Elliot GP III, L.P. is

the general partner of Benson Elliot Real Estate Partners III, L.P. (the "Fund").

84.19% of the limited partnership interests of the Fund are held by third parties;

14.61% are held by Bensell US Feeder III, L.P.; 0.21% are held by Bensell Strategic

Partners III, L.P.; and 0.99% are held by Bensell Special Limited Partner III, L.P.

iv)

Benson Elliot Strategic Partners III, L.P. (Scotland) - Benson Elliot GP III, L.P. is

the general partner of Benson Elliot Strategic Partners III, L.P. (the ""Fund"").

100% limited partnership interests of the Fund are held by third parties.

ii.

Benson Elliot GP (England) Limited (England)

iv)

Bensell Special Limited Partner IV, L.P. (Scotland) - Benson Elliot GP IV, LLP is

the general partner of Bensell Special Limited Partner IV, L.P. (the "Fund"). 100%

of the limited partnership interests of the Fund are held by Bensell Co-Invest IV,

L.P.

Bensell US Feeder IV. L.P. (Scotland) - Benson Elliot GP IV, LLP is the general

partner of Bensell US Feeder IV. L.P. (the "Fund"). 100% of the limited partnership

interests of the Fund are held by third parties.

vi)

Bensell US Feeder IV-B. L.P. (Scotland) - Benson Elliot GP IV, LLP is the general

partner of Bensell US Feeder IV-B. L.P. (the "Fund"). 100% of the limited

partnership interests of the Fund are held by third parties.

vii)

Bensell V C.V. (Netherlands) - Benson Elliot GP V, LLP is the general partner of

Bensell V C.V. (the “Fund”). 65.30% of the limited partnership interests of the Fund

are held by Benson Elliot Real Estate Partners V, L.P. and 34.70% are held by

Benson Elliot Real Estate Partners V-B, L.P.

Cooperatie Bensell Real Estate Investment V B.A. (Netherlands)

viii)

Benson Elliot Real Estate Partners IV, L.P. (England) - Benson Elliot GP IV, LLP is

the general partner of Benson Elliot Real Estate Partners IV, L.P. (the "Fund").

66.29% of the limited partnership interests of the Fund are held by third parties;

31.83% are held by Bensell US Feeder IV, L.P.; 0.40% are held by Bensell Strategic

Partners IV, L.P.; and 1.48% are held by Bensell Special Limited Partner IV, L.P.

ix)

Benson Elliot Real Estate Partners IV-B, L.P. (England) - Benson Elliot GP IV, LLP

is the general partner of Benson Elliot Real Estate Partners IV-B, L.P. (the

"Fund"). 61.89% of the limited partnership interests of the Fund are held by third

parties; 36.63% are held by Bensell US Feeder IV-B, L.P.; and 1.48% are held by

Bensell Special Limited Partner IV, L.P.

Benson Elliot Strategic Partners IV, L.P. (Scotland) - Benson Elliot GP IV, LLP is

the general partner of Benson Elliot Strategic Partners IV, L.P. (the "Fund"). 100%

the limited partnership interests of the Fund are held by third parties.

xi)

Host Special Limited Partner, L.P. (Scotland) - Benson Elliot GP IV, LLP is the

general partner of Host Special Limited Partner, L.P. (the "Fund"). 45% of the

limited partnership interests of the Fund are held by employees and 55% by

Benson Elliot Services Limited.

xii)

PBBE SIX CO-INVEST A LP (England) - Benson Elliot GP V, LLP is the general

partner of PBBE SIX CO-INVEST A LP (the “Fund”). 100% of the limited

partnership interests in the Fund are held by third parties.

xiii)

PBBE SIX CO-INVEST B LP (England) - Benson Elliot GP V, LLP is the general

partner of PBBE SIX CO-INVEST B LP (the “Fund”). 95.00% of the limited

partnership interests of the Fund are held by third parties. 2.50% of the limited

partnership interests of the Fund are held by PineBridge Secondary Partners IV,

SLP; and 2.50% are held by PineBridge Secondary Partners V, SLP.

xiv)

PBBE SIX SPECIAL LIMITED PARTNER LP (England) - Benson Elliot GP V, LLP is

the general partner of PBBE SIX SPECIAL LIMITED PARTNER LP (the “Fund”).

95.65% of the limited partnership interests of the Fund are held by employees and

4.35% are held by Benson Elliot Services Limited.

iii.

Benson Elliot GP V, LLP (England) - 99% of Benson Elliot GP V, LLP is owned by Benson

Elliot GP (Scotland) Limited and 1% is owned by Benson Elliot GP (England) Limited.

Bensell Carry V, L.P. (Jersey) - Benson Elliot GP V, LLP is the general partner or

Bensell Carry V, L.P. (the "Fund"). 81.45% of the limited partnership interests of Fund

are held by employees and 18.55% by Benson Elliot Services Limited.

Bensell Co-Invest, V L.P. (Jersey) - Benson Elliot GP V, LLP is the general partner of

Bensell Co-Invest, V L.P. (the "Fund"). 92.67% of the limited partnership interests of

Fund are held by employees and 7.33% by Benson Elliot Services Limited.

Bensell Special Limited Partner V, L.P. (Scotland) - Benson Elliot GP V, LLP is the

general partner of Bensell Special Limited Partner V, L.P. (the "Fund"). 100% of the

limited partnership interests of Fund are held by Bensell Co-Invest V, L.P.

Bensell US Feeder V. L.P. (Scotland) - Benson Elliot GP V, LLP is the general partner of

Bensell US Feeder V. L.P. (the "Fund"). 100% of the limited partnership interests of

Fund are held by third parties.

Bensell US Feeder V-B. L.P. (Scotland) - Benson Elliot GP V, LLP is the general partner

of Bensell US Feeder V-B. L.P. (the "Fund"). 100% of the limited partnership interests of

the Fund are held by third parties.

Benson Elliot Real Estate Partners V, L.P. (England) - Benson Elliot GP V, LLP is the

general partner of Benson Elliot Real Estate Partners V, L.P. (the "Fund"). 80.43% the

limited partnership interests are held by third parties; 17.76% areheld by Bensell US

Feeder V, L.P.; 0.37% are held by Bensell Strategic Partners V, L.P.; and 1.44% are held

by Bensell Special Limited Partner V, L.P.

Benson Elliot Real Estate Partners V-B, L.P. (England) - Benson Elliot GP V, LLP is the

general partner of Benson Elliot Real Estate Partners V-B, L.P. (the "Fund"). 37.56% of

the limited partnership interests of the Fund are held by third parties; 61.00% are held

by Bensell US Feeder V-B, L.P.; and 1.44% are held by Bensell Special Limited Partner V,

L.P.

Benson Elliot Strategic Partners V, L.P. (Scotland) - " Benson Elliot GP V, LLP is the

general partner of Benson Elliot Strategic Partners V, L.P. (the ""Fund"). 100% the

limited partnership interests of the Fund are held by third parties.

iii.

Benson Elliot GP IV, LLP (England) - 99% of Benson Elliot GP IV, LLP is owned by Benson

Elliot GP (England) Limited and 1% is owned by Benson Elliot GP (Scotland) Limited

(d)

PBBE GP VI S.à r.l. (Luxembourg)

Bensell Feeder VI SCSp (Luxembourg) - PBBE GP VI S.à r.l. is the general partner of Bensell

Feeder VI SCSp (the "Fund"). 100% of the limited partner interests of the Fund are owned

by third parties.

ii.

Bensell Special Limited Partner VI SCSp (Luxembourg) - PBBE GP VI S.à r.l. is the general

partner of the Bensell Special Limited Partner VI SCSp (the "Fund"). 80% of the limited

partner interests in Bensell Special Limited Partner VI SCSp are held by third parties and

20% by PineBridge Investments Holdings US LLC.

iii.

Benson Elliot Real Estate Partners VI SCSp (Luxembourg) - PBBE GP VI S.à r.l. is the

general partner of Benson Elliot Real Estate Partners VI SCSp (the "Fund"). 55.31% limited

partnership interests of the Fund are held by third parties; 41.78% are held by Bensell

Feeder VI, SCSp; and 2.91% are held by Bensell Special Limited Partner VI, SCSp.

PineBridge Investments Holdings Hong Kong Limited (Hong Kong)

(1)

PineBridge Asian Enhanced Income Fund 1 (CYM) - PineBridge Investments Holdings Hong Kong

Limited holds 100% of the management shares of PineBridge Asian Enhanced Income Fund 1 (the

“Fund”). 100% of the non-voting interests of the Fund are held by third parties.

(2)

PineBridge Investments Holdings (Gibraltar) No. 1 Limited (Gibralter)

(3)

PineBridge Investments Holdings Limited Sàrl (Luxembourg)

(a)

PineBridge Investments Canada Inc. (Canada)

(b)

PineBridge Investments Ireland Limited (Ireland)

PineBridge Investments GF Mauritius Limited (Mauritius)

(c)

PineBridge Investments Switzerland GmbH (Switzerland)

PineBridge Investments Holdings Singapore Private Limited (Singapore)

(1)

PineBridge Investments Asia Limited (Bermuda)

(a)

AOF Staff Fund Limited (CYM) - 100% of the voting securities of AOF Staff Fund Limited is

owned by PineBridge Investments Asia Limited. 60.61% of the non-voting securities of AOF Staff

Fund Limited is owned by PineBridge Investments Holdings Hong Kong Limited and 39.39% of

the non-voting securities are held by former employees.

(b)

PineBridge Asia Partners II G.P. Limited (CYM)

PineBridge Asia Partners II G.P., L.P. (CYM) - PineBridge Asia Partners II G.P. Limited is the

general partner of PineBridge Asia Partners II G.P., L.P. (the "Fund GP"). 50.07% of the

limited partnership interests of the Fund GP are held by PineBridge Investments Holdings

Cayman Islands Limited. 0.25% of the limited partnership interests of the Fund GP are held

by PineBridge Asia Partners II G.P. Limited, and 49.68% of the limited partnership interests

of the Fund GP are held by former employees.

PineBridge Asia Partners II, L.P (CYM) - PineBridge Asia Partners II G.P., L.P. is the

general partner of PineBridge Asia Partners II, L.P. (the "Fund"). 0.97% of the limited

partnership interests of the Fund are held by PineBridge Asia Partners II G.P., L.P.,

0.46% of the limited partnership interests of the Fund are held by PineBridge

Alternative Investment Holdings LLC, and 98.57% of the limited partnership interests of

the Fund are held by other third parties.

(c)

PineBridge Asia Partners II, Limited (CYM)

(d)

PineBridge Investments Hong Kong Limited (Hong Kong)

(e)

PineBridge Investments Management Taiwan Limited (Taiwan)

(2)

PineBridge Investments Capital India Private Limited (India) - 92.05 % of Pinebridge Investments

Capital India Private Limited is owned by PineBridge Investments Japan Co., Ltd. and 7.95% is owned

by PineBridge Investments Holdings Singapore Private Limited.

(a)

PineBridge India Private Limited - 99.9999% of PineBridge India Private Limited is owned by

PineBridge Investments Capital India Private Limited and 0.0001% is owned by PineBridge

Investments Japan Co., Ltd.

(3)

PineBridge Investments Japan Co., Ltd. (Japan)

(a)

PineBridge India Private Limited (India) - 99.9999% of PineBridge India Private Limited is

owned by PineBridge Investments Capital India Private Limited and 0.0001% is owned by

PineBridge Investments Japan Co., Ltd.

(b)

PineBridge Investments Capital India Private Limited (India) - 92.05 % of Pinebridge

Investments Capital India Private Limited is owned by PineBridge Investments Japan Co., Ltd.

and 7.95% is owned by PineBridge Investments Holdings Singapore Private Limited.

(4)

PineBridge Investments Malaysia Sdn Bhd (Malaysia)

(5)

PineBridge Investments Singapore Limited (Singapore)

(a)

PineBridge Select Funds VCC (Singapore) - PineBridge Investments Singapore Limited holds

100% of the management shares of PineBridge Select Funds VCC (the “Fund”). 100% of the

non-voting interests of the Fund are held by third parties.

ALICO Properties, Inc. (DE) - 51% of ALICO Properties, Inc. is owned by American Life Insurance Company and the

remaining interest by third parties.

Global Properties, Inc. (DE)

International Technical and Advisory Services Limited (DE)

Klimber Latam Corp. (DE) - ALICO owns a 20% interest in the shares of Klimber Latam Corp. on a fully diluted basis. The

remaining shares are held by third parties.

MetLife Chile Inversiones Limitada (CHL) - 72.35109659% is owned by MetLife, Inc., 24.8823628% by American Life Insurance

Company (“ALICO”), 2.76654057% is owned by Inversiones MetLife Holdco Dos Limitada and 0.00000004% is owned by

Natiloportem Holdings, LLC.

MetLife Chile Seguros de Vida S.A. (CHL) - 99.997% is held by MetLife Chile Inversiones Limitada and 0.003% by

International Technical and Advisory Services Limited.

MetLife Chile Administradora de Mutuos Hipotecarios S.A. (CHL) - 99.9% is held by MetLife Chile Seguros de Vida

S.A. and 0.1% is held by MetLife Chile Inversiones Limitada.

Inversiones MetLife Holdco Tres Limitada (CHL) - 97.13% of Inversiones MetLife Holdco Tres Limitada is owned by

MetLife Chile Inversiones Limitada and 2.87% is owned by Inversiones MetLife Holdco Dos Limitada.

AFP Provida S.A. (CHL) - 42.3815% of AFP Provida S.A. is owned by Inversiones MetLife Holdco Dos Limitada,

42.3815% is owned by Inversiones MetLife Holdco Tres Limitada, 10.9224% is owned by MetLife Chile Inversiones

Limitada and the remainder is owned by the public.

Provida Internacional S.A. (CHL) - 99.99% of Provida Internacional S.A. is owned by AFP Provida S.A and 0.01% is

owned by MetLife Chile Inversiones Limitada.

AFP Genesis Administradora de Fondos y Fidecomisos S.A. (Ecuador) - 99.9% of AFP Genesis Administradora de

Fondos y Fidecomisos S.A. is owned by Provida Internacional S.A. and 0.1% by MetLife Chile Inversiones Limitada

MetLife Chile Seguros Generales, S.A. (CHL) - 99.99% of MetLife Chile Seguros Generales S.A. is owned by MetLife Chile

Inversiones Limitada and 0.01% is owned by Inversiones MetLife Holdco Dos Limitada.

MetLife Global, Inc. (DE)

MetLife Investment Management Holdings, LLC (DE)

MetLife Real Estate Lending LLC (DE)

ML Venture 1 Manager, S. de R.L. de C.V. (MEX) - 99.9% is owned by MetLife Investment Management Holdings, LLC and

0.1% is owned by MetLife Investment Management Holdings (Ireland) Limited.

ML Venture 1 Servicer, LLC (DE)

MetLife Investment Management, LLC (DE)

MIM I LLC (PA)

MIM MetWest International Manager, LLC (DE)

MIM ML-AI Venture 5 Manager, LLC (DE)

MIM Clal General Partner, LLC (DE)

MLIA Manager I, LLC (DE)

MetLife Alternatives GP, LLC (DE)

MetLife International HF Partners, LP (CYM) - 90.30% of the Limited partnership interests of this entity is

owned by MetLife Insurance K.K. (Japan) and 9.70% is owned by MetLife Insurance Company of Korea Limited.

MetLife International PE Fund III, LP (CYM) - MetLife Insurance Company of Korea, Limited. owns 1.25% of

MetLife International PE Fund VIII, LP.

MetLife International PE Fund IV, LP (CYM) - 96.21% of the limited partnership interests of MetLife

International PE Fund IV, LP is owned by MetLife Insurance K.K. (Japan) and 3.79% is owned by MetLife

Insurance Company of Korea Limited.

MetLife International PE Fund V, LP (CYM) - 96.73% of the Limited partnership interests of this entity is

owned by MetLife Insurance K.K. (Japan) and the remaining 3.27% is owned by MetLife Insurance Company of

Korea.

MetLife International PE Fund VI, LP (CYM) - 96.53% of the Limited partnership interests of this entity is

owned by MetLife Insurance K.K. (Japan) and the remaining 3.47% is owned by MetLife Insurance Company of

Korea.

MetLife International PE Fund VII, LP (CYM) - MetLife Alternatives GP, LLC is the general partner of MetLife

International PE Fund VII, LP. MetLife Insurance K.K. (Japan) is the sole limited partner.

MetLife International PE Fund VIII, LP (CYM)

MetLife International PE Fund IX, LP (CYM) - MetLife Alternatives GP delegated the management of MetLife

International PE Fund IX, LP to MetLife Investment Management, LLC.

MLIA Park Tower Manager, LLC (DE)

MetLife 425 MKT Manager, LLC (DE)

ML Navy Yard Member, LLC (DE)

ML 335 8th PE Member, LLC (DE)

1350 Eye Street Manager, LLC (DE)

MetLife Core Property Fund GP, LLC (DE) - Metropolitan Life Insurance Company owns 14.40%, Metropolitan Life

Insurance Company (on behalf of Separate Account 746) owns 2.09%, MetLife Insurance Company of Korea Limited

owns 1.72%, MetLife Insurance KK owns 8.1%, Metropolitan Tower Life Insurance Company owns 0.04% and

Metropolitan Tower Life Insurance Company (on behalf of Separate Account 152) owns 3.85%.

MCPF Feeder A, LP (CYM) - MetLife Core Property Fund GP, LLC is the general partner of MCPF Feeder A, LP

(the “Fund”). The limited partnership interests in the Fund are held exclusively by third parties. The Fund

invests all of its assets in the MetLife Core Property Fund, LP.

MetLife Core Property Fund, LP (DE) - MetLife Core Property Fund GP, LLC is the general partner of MetLife

Core Property Fund, LP (the “Fund”). A substantial majority of the limited partnership interests in the Fund

are held by third parties. The following affiliates hold limited partnership interests in the Fund: Metropolitan

Life Insurance Company owns 14.40%, Metropolitan Life Insurance Company (on behalf of Separate Account

746) owns 2.09%, MetLife Insurance Company of Korea Limited owns 1.52%, MetLife Insurance KK owns 8.1%,

Metropolitan Tower Life Insurance Company owns 0.04% and Metropolitan Tower Life Insurance Company (on

behalf of Separate Account 152) owns 3.85%.

MetLife Core Property REIT, LLC (DE)

MetLife Core Property Holdings, LLC (DE) - MetLife Core Property Holdings, LLC also holds, directly or

indirectly, the following limited liability companies (partial and/or indirect ownership indicated in

parenthesis): MCP Alley24 East, LLC; MCPF Foxborough, LLC (100%); MCP One Westside, LLC; MCP 7

Riverway, LLC; MCPF Acquisition, LLC; MCP SoCal Industrial – Springdale, LLC; MCP SoCal Industrial –

Concourse, LLC; MCP SoCal Industrial – Kellwood, LLC; MCP SoCal Industrial –Redondo, LLC; MCP SoCal

Industrial – Fullerton, LLC; MCP SoCal Industrial – Loker, LLC; MCP Paragon Point, LLC; MCP The Palms

at Doral, LLC; MCP EnV Chicago, LLC; MCP Financing, LLC; MCP 1900 McKinney, LLC; MCP 550 West

Washington, LLC; MCP 3040 Post Oak, LLC; MCP SoCal Industrial – LAX, LLC; MCP SoCal Industrial -

Anaheim, LLC; MCP West Fork, LLC; MCP SoCal Industrial – Bernardo, LLC; MCP Ashton South End, LLC;

MCP Lodge At Lakecrest, LLC; MCP Main Street Village, LLC; MCP Trimble Campus, LLC; MCP Stateline, LLC;

MCP Broadstone, LLC; ; MCP Buford Logistics Center Bldg B, LLC; MCP 22745 & 22755 Relocation Drive, LLC;

MCP 9020 Murphy Road, LLC; MCP Northyards Holdco, LLC; MCP Northyards Owner, LLC (100%); MCP

Northyards Master Lessee, LLC (100%); MCP VOA Holdings, LLC; MCP VOA I & III, LLC (100%); MCP VOA II,

LLC (100%); MCP West Broad Marketplace, LLC; MCP Grapevine, LLC; MCP Union Row, LLC; MCP Fife

Enterprise Center, LLC; MCP 2 Ames, LLC; MCP 2 Ames Two, LLC (100%); MCP 2 Ames One, LLC (100%); MCP

2 Ames Owner, LLC (100%); MCP 350 Rohlwing, LLC; MCP- Wellington, LLC; MCP Onyx, LLC; MCP SP Self

Storage Member, LLC; MCP Stablewood Member, LLC: MCP Valley Forge, LLC; MCP Valley Forge Two, LLC

(100%); MCP Valley Forge One, LLC (100%); MCP Valley Forge Owner, LLC (100%); MCP MA Property REIT,

LLC; MCPF - Needham, LLC (100%); 60 11th Street, LLC (100%); MCP-English Village, LLC;; Des Moines Creek

Business Park Phase II, LLC; MCP Magnolia Park Member, LLC; MCP Denver Pavilions Member, LLC; MCP

Seattle Gateway Industrial I, LLC; MCP Seattle Gateway Industrial II, LLC; MCP Seventh and Osborn Retail

Member, LLC; MCP Astor at Osborn, LLC; MCP Burnside Member, LLC; MCP Key West, LLC; MCP Vance

Jackson, LLC; MCP Mountain Technology Center Member TRS, LLC; MCP Vineyard Avenue Member, LLC; MCP

Shakopee, LLC; MCP 93 Red River Member, LLC; MCP Frisco Office, LLC; MCP Center Avenue Industrial

Member, LLC; MCP 220 York, LLC; MCP 1500 Michael, LLC; MCP Sleepy Hollow Member, LLC; MCP Clawiter

Innovation Member, LLC; MCP Bradford, LLC; MCP 50-60 Binney, LLC; MCP Hub I, LLC; MCP Hub I Property,

LLC (100%); MCP Dillon, LLC; MCP Dillon Residential, LLC; MCP Optimist Park Member, LLC; MCP 38th West

Highland, LLC; MCP Longhaven Estates Member, LLC. Mountain Technology Center A, LLC; Mountain

Technology Center B, LLC; Mountain Technology Center C, LLC; Mountain Technology Center D, LLC;

Mountain Technology Center E, LLC; MCP Frisco Office Two, LLC; MCP Gateway Commerce Center 5, LLC;

MCP Allen Creek Member, LLC; Center Avenue Industrial, LLC (81.28%); Center Avenue Industrial Venture,

LLC (81.28%); MCP HH Hotel LB Trust (100%); Vineyard Avenue Industrial Venture, LLC (79.81%) and Vineyard

Avenue Industrial, LLC (79.81%); MCP 122 E. Sego Lilly, LL MCP HH Hotel LB, LLC; MCP HH Hotel LB Trust

(100%) MCP HH Hotel TRS, LB, LLC (100%); MCP Block 23 Residential Owner, LLC; MCP Rausch Creek

Logistics Center Member I, LLC; MCP Rausch Creek Logistics Center Member II, LLC; MCP 249 Industrial

Business Park, LLC (100%); MCP Alder Avenue Industrial Member, LLC (100%); MCP Valley Boulevard

Industrial Member, LLC (100%); MCP Ranchero Village MHC Member, LLC; MCP MCFA Additional PropCo 1,

LLC; MCP MCFA Additional PropCo 2, LLC; MCP MCFA Additional PropCo 3, LLC; MCP MCFA Additional

PropCo 4, LLC; MCP MCFA Additional PropCo 5, LLC; 93 Red River, LP; HM Sleepy Hollow LLC (100%); Sleepy

Hollow Residences LLC (100%); Clawiter Investors LLC; Clawiter Innovation LLC; Clawiter Industrial LLC.

(1)

MCP Property Management, LLC (DE)

(2)

MetLife Core Property TRS, LLC (DE)

(b)

MCP ESG TRS, LLC (DE)

(c)

MCP COMMON DESK TRS, LLC (DE)

MetLife Senior Direct Lending GP, LLC (DE)

MetLife Senior Direct Lending Finco, LLC (DE) - MetLife Senior Direct Lending GP, LLC is the General

Partner of MetLife Senior Direct Lending Finco, LLC. MetLife Insurance K.K. is the sole member. This entity in

turn invests in the MetLife Senior Direct Lending Holdings, LP.

MetLife Senior Direct Lending Holdings, LP (DE)

MLJ US Feeder LLC (DE) - MetLife Senior Direct Lending GP, LLC is the Manager of MLJ US Feeder LLC.

MetLife Insurance K.K. (Japan) is the sole member. This entity in turn invests in the MetLife Senior Direct

Lending Holdings, LP.

MetLife Commercial Mortgage Income Fund GP, LLC (DE) - MetLife Commercial Mortgage Income Fund GP, LLC is

the general partner of MetLife Commercial Mortgage Income Fund, LP (the “Fund”). A majority of the limited

partnership interests in the Fund are held by third parties. The following affiliates hold limited partnership

interests in the Fund: Metropolitan Life Insurance Company owns 27.35%, MetLife Insurance Company of Korea,

Limited. owns 1.31%, and Metropolitan Tower Life Insurance Company owns 3.62%.

MetLife Commercial Mortgage Income Fund, LP (DE) - MetLife Commercial Mortgage Income Fund GP, LLC is

the general partner of MetLife Commercial Mortgage Income Fund, LP (the “Fund”). A majority of the limited

partnership interests in the Fund are held by third parties. The following affiliates hold limited partnership

interests in the Fund: Metropolitan Life Insurance Company owns 27.35%, MetLife Insurance Company of

Korea Limited owns 1.04%, and Metropolitan Tower Life Insurance Company owns 3.62%.

MetLife Commercial Mortgage REIT, LLC (DE)

(1)

MetLife Commercial Mortgage Originator, LLC (DE)

(a)

MCMIF Holdco I, LLC (DE)

(b)

MCMIF Holdco II, LLC (DE)

(c)

MCMIF Holdco III, LLC (DE)

(2)

MCMIF Holdco IV, LLC (DE)

(3)

MCMIF TRS II, LLC (DE)

(4)

MCMIF TRS I, LLC (DE)

(a)

Eden Prairie Center, LLC (DE)

MIM Campus at SGV Manager, LLC (DE)

MIM Clal General Partner 2.0, LLC (DE)

MetLife Strategic Hotel Debt Fund GP, LLC (DE)

MetLife Strategic Hotel Debt Fund, LP (DE) - MetLife Strategic Hotel Debt Fund GP, LLC is the general

partner of MetLife Strategic Hotel Debt Fund, LP (the “Fund”). The following affiliates committed to hold

limited partnership interests in the Fund: Metropolitan Life Insurance Company (46.88%) and Metropolitan

Tower Life Insurance Company (26.04%). The remainder is held by a third-party.

MetLife Strategic Hotel Originator, LLC (DE)

(1)

MSHDF Holdco I, LLC (DE)

(2)

MSHDF Holdco II, LLC (DE)

(3)

MSHDF Holdco III, LLC (DE)

MetLife Investment Private Equity Partners Ultimate GP, LLC (DE)

MetLife Investment Private Equity Partners Ultimate GP, LP (DE) -MetLife Investment Private Equity Partners

Ultimate GP, LLC is the general partner of MetLife Investment Private Equity Partners GP, L.P. (the “Fund”).

The interests in the Fund are held exclusively by third parties.

MetLife Investment Private Equity Partners LP (DE) -MetLife Investment Private Equity Partners GP, L.P.

is the general partner of MetLife Investment Private Equity Partners, L.P. (the “Fund”). The GP holds

0.0001% of the interests in the Fund and the remainder is held by third parties.

MetLife Investment Private Equity Partners (Feeder), LP (CYM) -MetLife Investment Private Equity

Partners GP, L.P. is the general partner of MetLife Investment Private Equity Partners (Feeder), L.P. (the

“Fund”). The interests in the Fund are held exclusively by third parties.

MetLife Investment Private Equity Partners II Ultimate GP, LLC (DE)

MetLife Investment Private Equity Partners II Ultimate GP, LLC (DE) - MetLife Investment Private Equity

Partners GP, LP is the General Partner of (i) MetLife Investment Private Equity Partners II, LP and (ii)

MetLife Investment Private Equity Partners II Acquisition Co, LP.

MetLife Investment Private Equity Partners II GP, LP (DE) - MetLife Investment Private Equity Partners

II Ultimate GP, LLC is the general partner of MetLife Investment Private Equity Partners II GP, LP (the

“Fund”). Certain MetLife employees are limited partners in the Fund.

MetLife Investment Private Equity Partners II (Feeder), LP (CYM) - “MetLife Investment Private Equity

Partners II GP, LP is the general partner (the “GP”) of MetLife Investment Private Equity Partners II

(Feeder), LP (the “Fund”). The interests in the Fund are held exclusively by third parties.

(1)

MetLife Investment Private Equity Partners II Acquisition Co, LLP (DE)

MetLife Investment Private Equity Partners III Ultimate GP, LLC (DE)

MetLife Investment Private Equity Partners III GP, LP (DE) - MetLife Investment Private Equity Partners

III Ultimate GP, LLC is the general partner of MetLife Investment Private Equity Partners III GP, LP (the

“Fund”). Certain MetLife employees are limited partners in the fund.

MetLife Investment Private Equity Partners III, LP (DE)

(c)

MetLife Investment Private Equity Partners III Acquisition Co, LP (DE)

MIM MP Manager LLC (DE)

Westlake Tower Manager LLC (DE)

Westlake Tower GP LLC (DE)

MetLife Single Family Rental Fund GP, LLC (DE)

MetLife Single Family Rental Fund, LP (DE) - MetLife Single Family Rental Fund GP, LLC is the general

partner of MetLife Single Family Rental Fund, LP (the “Fund”). The following affiliates directly hold limited

partnership interests in the Fund: Metropolitan Life Insurance Company (7.69%) and Metropolitan Tower Life

Insurance Company (30.77%). Additionally, a wholly owned subsidiary of MetLife Core Property Fund, LP, a

private fund Controlled by MetLife Investment Management, LLC, directly holds 25.64% of the limited

partnership interests in the Fund.

(a)

MSFR Sawdust Member, LLC (DE)

(b)

MSFR Acquisition, LLC (DE)

(c)

MSFR Meridian McCordsville Member, LLC (DE)

(d)

MSFR Jimmy Deloach Preferred Member, LLC (DE)

(e)

MSFR Jimmy Deloach Member, LLC (DE)

(f)

MSFR Smith Cline Farm Member, LLC (DE)

(g)

MSFR Desert Vistas Member, LLC (DE)

(h)

MSFR Midway Row House Owner, LLC (DE)

(i)

MSFR Sandy Springs Member, LLC (DE)

(j)

MSFR Grandstone Owner, LLC (DE)

MetLife Single Family Rental Feeder A, LP (DE) - MetLife Single Family Rental Fund GP, LLC is the general

partner of MetLife Single Family Rental Feeder A, LP (the “Fund”). The limited partnership interests in the

Fund are held exclusively by third parties. The Fund invests all of its assets in MetLife Single Family Rental

Holdings A, LP, which invests all of its assets in MetLife Single Family Rental Fund, LP.”

MetLife Single Family Rental Feeder J, LLC (DE) - MetLife Single Family Rental Fund GP, LLC is the manager

of MetLife Single Family Rental Feeder J, LLC (the “Fund”). MetLife Insurance K.K. holds 100% of the

membership interests issued by the Fund. The Fund invests all of its assets in MetLife Single Family Rental

Fund, LP.

MetLife Single Family Rental Holdings A, LP (DE) - MetLife Single Family Rental Fund GP, LLC is the general

partner of MetLife Single Family Rental Holdings A, LP (the “Fund”). The limited partnership interests in the

Fund are held exclusively by MetLife Single Family Rental Feeder A, LP, and the Fund invests all of its assets in

MetLife Single Family Rental Fund, LP.”

MSFR Custer 121 Member, LLC (DE)

MSFR Horizon Uptown Member, LLC (DE)

MetLife Investment Private Equity Partners II Ultimate GP, LLC (DE)

MetLife investment Private Equity Partners II GP, LP - MetLife Investment Private Equity Partners II Ultimate

GP, LLC is the general partner of MetLife Investment Private Equity Partners II GP, LP (the “Fund”). Certain

MetLife employees are limited partners in the fund.

(a)

MetLife Investment Private Equity Partners II (Feeder), LP (CYM) - MetLife Investment Private Equity

Partners II GP, LP is the general partner (the “GP”) of MetLife Investment Private Equity Partners II, LP

(the “Fund”). The GP holds 0.0866% of the interests in the Fund and the remainder is held by third

parties.

(1)

MetLife Investment Private Equity Partners II Acquisition Co, LP (DE)

MetLife Loan Asset Management LLC (DE)

225 6th Street Manager LLC (DE)

MIM CM Syndicator LLC (DE)

MAV G1 Trust Holdings LLC (DE)

MAV H1 Trust Holdings LLC (DE)

MAV H1 (DE)

MAV G1 (DE)

aa.

MIM MPMF Manager LLC (DE)

bb.

ML - URS Port Chester SC Manager, LLC (DE)

cc.

Hampden Square Manager LLC (DE)

dd.

MIM Penrose Southstone Manager, LLC (DE)

ee.

MLIA SBAF Manager LLC (DE)

ff.

MLIA SBAF Colony Manager LLC (DE)

gg.

MIM Property Management, LLC (DE)

MIM Property Management of Georgia 1, LLC (DE)

hh.

ML Terminal 106 Manager, LLC (DE)

ii.

MIM Steel House Manager, LLC (DE)

jj.

MIM Rincon Manager, LLC (DE)

kk.

MetLife Middle Market Private Debt Parallel GP, LLC (DE)

MetLife Middle Market Private Debt Parallel Fund, LP (CYM) - MetLife Middle Market Private Debt Parallel

GP, LLC is the general partner of MetLife Middle Market Private Debt Parallel Fund, LP. The following affiliate

holds a limited partnership interest in the Fund: MetLife Insurance K.K. (Japan) (100%).

MMPDPF Brewer Blocker, LLC (DE)

MMPDF Gloves Holdings, LP (DE)

MMPDFII Aero Blocker, LLC(DE) - MetLife Investment Management, LLC is the Manager. The sole member is

MetLife Middle Market Private Debt II Investment Fund, LP.

ll.

MetLife MMPD II Special, LLC (DE)

mm.

MetLife Senior Direct Lending GP II, LLC (DE) - MetLife Senior Direct Lending GP II, LLC is the general partner of

MetLife Senior Direct Lending Fund II, LP (the “Fund”). The Fund is currently offered to third parties. 0.06% of the

Fund is held by MetLife employees. The remainder of the Fund is held by a feeder fund that has a third-party

general partner.”

MetLife Senior Direct Lending Fund II, LP

nn.

MetLife Enhanced Core Property Fund GP, LLC (DE)

MetLife Enhanced Core Property Fund, LP (DE) - MetLife Enhanced Core Property Fund GP is the general

partner of MetLife Enhanced Core Property Fund LP (the “Fund”). The following affiliates hold limited

partnership interests in the Fund: 33.3328% is held by Metropolitan Life Insurance Company and 33.3328% is

held by Metropolitan Tower Life Insurance Company. The remainder is held by third parties.

MetLife Enhanced Core Property REIT, LLC (DE) - MetLife Enhanced Core Property Fund, LP is the

manager of MetLife Enhanced Core Property REIT, LLC (the “Fund”) and holds 99.9% of the membership

interests in the Fund. The remainder is held by third parties.

(1)

MetLife Enhanced Core Property Holdings, LLC (DE) - also holds, directly or indirectly, the following

limited liability companies (partial and/or indirect ownership indicated in parenthesis): MetLife

Enhanced Core TRS, LLC; MEC Patriot Park 5 LLC; MEC Fillmore Cherry Creek, LLC; MEC 7001

Arlington, LLC; MEC Salt Lake City Hotel Owner, LLC; MEC Salt Lake City TRS Lessee, LLC (100%);

MEC 83 Happy Valley Member, LLC; MEC Rivard Road Member, LLC; MEC Heritage Creekside Owner,

LLC; MEC Burlington Woods Biocenter, LLC; MEC Property Management, LLC; MEC Whiteland

Logistics, LLC MEC Chapel Hills East Member, LLC; MEC The Overlook LLC.

MEC ESG TRS, LLC (DE)

oo.

Commonwealth ML Manager LLC (DE)

pp.

GV Venture Manager LLC (DE)

qq.

MetLife Japan GV GP LLC (DE)

MetLife Japan GHV (Hotel) Fund LP (DE) - MetLife Japan GV GP LLC is the general partner of MetLife Japan

GHV (Hotel) Fund LP. MetLife Japan GHV (Hotel) Fund LP is owned (i) 55.865222% by MetLife GV Owner LLC,

(ii) 10.027182 % by MTL GV Owner LLC, and (iii) 34.107596% by MetLife Japan Owner (Blocker) LLC.

MetLife Japan GMV (Mall) Fund LP (DE) - MetLife Japan GV GP LLC is the general partner of MetLife Japan

GMV (Mall) Fund LP. MetLife Japan GMV (Mall) Fund LP is owned (i) 55.845714% by MetLife GV Owner LLC,

(ii) 10.058134% by MTL GV Owner LLC, and (iii) 34.096152% by MetLife Japan Owner (Blocker) LLC.

rr.

MetLife Middle Market Private Debt GP II, LLC (DE) - MetLife Middle Market Private Debt GP II, LLC is the

general partner of MetLife Middle Market Private Debt Fund II, LP (the “Fund”). 0.16% of the Fund is held by

MetLife employees and the remainder of the Fund is held by third parties and a feeder fund.

MetLife Middle Market Private Debt Fund II, LP (DE)

ss.

CW Property Manager LLC (DE)

tt.

MIM OMD Manager LLC (DE)

uu.

MetLife Japan US Equity Fund GP LLC (DE) - MetLife Japan US Equity Fund GP, LLC is general partner of MetLife

Japan US Equity Fund (“Fund”). The following affiliates hold a limited partnership interest in the Fund: 51% is

owned by MetLife Japan US Equity Owners LLC and 49% by MetLife Japan US Equity Owners (Blocker) LLC.

MetLife Japan US Equity Fund LP (DE)

MetLife Japan US Equity Owners (Blocker) LLC (DE) - MetLife Japan US Equity Fund GP, LLC is the

manager of MetLife Japan US Equity Owners (Blocker) LLC. MetLife Insurance K.K. (Japan) is the sole

member.

(1)

MetLife ConSquare Member, LLC (DE)

(2)

MREF 425 MKT, LLC (DE)

vv.

MetLife Japan Water Tower GP LLC (DE)

MetLife Japan Water Tower Fund LP (DE) - MetLife Japan Water Tower GP LLC is the general partner of

MetLife Japan Water Tower Fund LP. MetLife Japan Water Tower Fund LP is owned approximately 68.7% by

MetLife Water Tower Owner LLC and 31.3% by MetLife Japan Water Tower Owner (Blocker) LLC.

ww.

MIM Alder Avenue Industrial Manager, LLC (DE)

xx.

MIM Valley Boulevard Industrial Manager, LLC (DE)

yy..

MIM Intersect Manager, LLC (DE)

zz.

Water Tower Manager LLC (DE)

aaa.

MMIP Manager, LLC (DE)

bbb.

MIM Rausch Creek Logistics Center Manager I, LLC (DE)

ccc.

MIM Rausch Creek Logistics Center Manager II, LLC (DE)

ddd.

MIM Cooperative Manager, LLC (DE)

eee.

MIM EMD GP, LLC (DE)

MetLife Emerging Market Debt Blend Fund (Insurance Rated), L.P. (DE) - MIM EMD GP, LLC is the general

partner of MetLife Emerging Market Debt Blend Fund (Insurance Rated), L.P. (the “Fund”). Metropolitan Life

Insurance Company owns 73.66% of the Fund.

MetLife Emerging Market Debt, LP (DE) - MIM EMD GP, LLC is the general partner of MetLife Emerging

Market Debt, LP (the “Fund”). The fund is offered to third parties.

fff.

MetLife Middle Market Private Debt GP, LLC (DE)

MetLife Middle Market Private Debt Fund, LP (DE) - MetLife Middle Market Private Debt GP, LLC is the

general partner of MetLife Middle Market Private Debt Fund, L.P (the “Fund”). The following affiliates hold

limited partnership interests in the Fund: 30.25% is held by MetLife Private Equity Holdings, LLC, 30.25% is

held by Metropolitan Life Insurance Company, 3.46% is held by MetLife Middle Market Private Debt GP, LLC.

The remainder is held by a third party.

ggg.

Commonwealth ML Manager LLC (DE)

hhh.

MIM Founders Manager, LLC (DE)

iii.

MIM SK Manager LLC (DE)

jjj.

MIM Clal General Partner 2.0, LLC (DE)

kkk.

MAG Manager LLC (DE)

lll.

MIM FRF I GP, LLC (DE) - MIM FRF I GP, LLC is the general partner of MetLife Floating Rate Fund I, LP (the

“Fund”). The fund is offered to third parties.

MetLife Floating Rate Fund I, LP (DE) - MIM FRF I GP, LLC is the general partner of MetLife Floating Rate

Fund I, LP (the “Fund”). The fund is offered to third parties.

mmm.

MSFR Acquisition, LLC (DE)

nnn.

MSFR Meridian McCordsville Member, LLC (DE)

ooo.

MetLife Single Family Rental Feeder A, LP (DE)

ppp.

MetLife Single Family Rental Holdings A, LP (DE)

qqq.

1960 Grand Manager LLC (DE)

rrr.

1960 Grand GP LLC (DE)

sss.

MetLife Japan 1960 Grand Blocker LLC (DE)

ttt.

ML 1960 Grand LLC (DE)

uuu.

240 West 35th GP LLC (DE)

240 West 35th Fund LP (DE) - 240 West 35th GP LLC is the general partner of 240 West 35th Fund LP. 240 West

35th Fund LP is owned (i) 60.060058% by MetLife Japan 240 West 35th Owner (Blocker) LLC, and (ii)

39.939942% by ML 240 West 35th Owner LLC.

vvv.

240 West 35th Manager LLC (DE)

www.

MIM Shea Residences Manager, LLC (DE)

xxx.

MetLife Opportunistic Real Estate Debt Fund GP, LLC (DE) - MetLife Opportunistic Real Estate Debt Fund GP, LLC

is the general partner of MetLife Opportunistic Real Estate Debt Fund, LP (the “Fund”). The following affiliates

committed to hold limited partnership interests in the Fund: Metropolitan Life Insurance Company (68%),

Metropolitan Tower Life Insurance Company (15%) and MetLife Reinsurance Company of Hamilton, Ltd. (17%). The

Fund is currently being offered to third parties for investment.

MetLife Opportunistic Real Estate Debt Feeder Fund, LP (CYM) - MetLife Opportunistic Real Estate Debt

Fund GP, LLC is the general partner of MetLife Opportunistic Real Estate Debt Fund, LP (the "Fund"). The

following affiliates committed to hold limited partnership interests in the Fund: Metropolitan Life Insurance

Company (56.7%), Metropolitan Tower Life Insurance Company (12.5%) and MetLife Reinsurance Company of

Hamilton, Ltd. (14.2%). The Fund is currently being offered to third parties for investment.

MetLife Opportunistic Real Estate Debt Fund, LP (DE) - MetLife Opportunistic Real Estate Debt Fund GP, LLC

is the general partner of MetLife Opportunistic Real Estate Debt Fund, LP (the "Fund"). The following

affiliates committed to hold limited partnership interests in the Fund: Metropolitan Life Insurance Company

(“MLIC”) (30.9%), MLIC for Martello Reinsurance ( 45.5%), Metropolitan Tower Life Insurance Company

(6.8%) and MetLife Reinsurance Company of Hamilton, Ltd. (7.7%). The Fund is currently being offered to

third parties for investment.

MORE Originator, LLC (DE)

MORE Holdco I, LLC (DE)

yyy.

MetLife Senior Direct Lending GP II, LLC (DE) - MetLife Senior Direct Lending GP II, LLC is the general partner of

MetLife Senior Direct Lending II, LP (the “Fund”). 100% of the Fund is held by MetLife employees. The Fund is

currently being offered to third parties for investment.

MetLife Senior Direct Lending Fund II, LP (DE) - MetLife Senior Direct Lending GP II, LLC is the general

partner of MetLife Senior Direct Lending II, LP (the “Fund”). 0.06% of the Fund is held by MetLife employees

and the remainder of the Fund is held by a feeder fund. The Fund is currently being offered to third parties for

investment.

MetLife MMPD II Special, LLC (DE)

zzz.

MetLife SDLF II Special, LLC (DE)

aaaa.

MMPDFII Guard Blocker, LLC (DE) - MetLife Investment Management, LLC is the Manager. The sole member is

MetLife Middle Market Private Debt II Investment Fund, LP.

bbbb.

4000 MacArthur Manager, LLC (DE) - MetLife Investment Management, LLC owns 100% of 4000 MacArthur

Manager LLC.

cccc.

MIM Markham Manager, LLC (DE) - The Entity is 100% owned by MetLife Investment Management, LLC.

dddd.

Beachwood Place Manager LLC (DE)

PineBridge Investments Holdings US LLC (DE)

PineBridge HS Manager LLC (DE)

PineBridge International Services LLC (DE)

PineBridge Investments LLC (DE)

PineBridge Aggregator General Partner, LLC (DE)

PineBridge Ski Holdings, L.P. (DE) - Pineridge Aggregator General Partner, LLC is the general partner of

PineBridge Ski Holdings, L.P. (the "Fund"). 46.68% of the limited partnership interests of Fund are held by

third parties, 51.10% are held by PineBridge Private Credit, L.P., and 2.22% are held by PineBridge Private

Credit Parallel, L.P.

PineBridge Global Dynamic Asset Allocation Fund LLC (DE)

PineBridge Global Opportunistic DM Credit GP LLC (DE)

PineBridge Global Opportunistic DM Credit Fund (Cayman) LP (CYM) - PineBridge Global Opportunistic

DM Credit GP LLC is the general partner of PineBridge Global Opportunistic DM Credit Fund (Cayman)

LP (the "Fund"). 100% of the limited partnership interests of the Fund are held by third parties.

PineBridge Global Opportunistic DM Credit Fund LP (DE) - PineBridge Global Opportunistic DM Credit

GP LLC is the general partner of PineBridge Global Opportunistic DM Credit Fund LP (the "Fund"). 100%

of the limited partnership interests of the Fund are held by third parties.

PineBridge Global Opportunistic DM Credit Master Fund LP (CYM) - PineBridge Global Opportunistic DM

Credit GP LLC is the general partner of PineBridge Global Opportunistic DM Credit Master Fund LP (the

"Fund"). 100% of the limited partnership interests of the Fund are held by third parties.

PineBridge Private Capital Holdings LLC (DE)

PineBridge Private Credit General Partner, LLC (DE)

PineBridge Private Credit General Partner, L.P. - PineBridge Private Credit General Partner, LLC is the

general partner of PineBridge Private Credit General Partner, L.P. (the "Fund"). 42.54% of the limited

partnership interests of Fund are held by employees and 57.46% are held by third parties.

(1)

PineBridge Private Credit (Feeder A), L.P. (DE) - PineBridge Private Credit General Partner, L.P. is

the general partner of PineBridge Private Credit (Feeder A), L.P. (the "Fund"). 100% of the limited

partnership interests of Fund are held by third parties.

(2)

PineBridge Private Credit Rated Feeder, L.P. (DE) - PineBridge Private Credit General Partner, L.P. is

the general partner of PineBridge Private Credit, L.P. (the "Fund"). The following affiliates hold

limited partnership interests in the Fund: PineBridge Private Credit General Partner, L.P. holds

1.07%, PB PC Blocker A, Inc. holds 12.16%, PineBridge Private Credit Rated Feeder, L.P. holds 84.28%,

and 0.06% are held by employees. The remaining limited partnership interests are held by third

parties.

(3)

PineBridge Private Credit, L.P. (DE) - PineBridge Private Credit General Partner, L.P. is the general

partner of PineBridge Private Credit, L.P. (the "Fund"). The following affiliates hold limited

partnership interests in the Fund: PineBridge Private Credit General Partner, L.P. holds 1.07%, PB PC

Blocker A, Inc. holds 12.16%, PineBridge Private Credit Rated Feeder, L.P. holds 84.28%, and 0.06%

are held by employees. The remaining limited partnership interests are held by third parties.

(a)

PineBridge Private Credit Holdings I, LLC (DE)

(b)

PBPC I Ski, Inc. (DE)

PineBridge Private Credit Parallel (Feeder), L.P. (DE) - PineBridge Private Credit General Partner, LLC is

the general partner of PineBridge Private Credit Parallel (Feeder), L.P. (the "Fund"). 100% of the limited

partnership interests of the Fund are held by third parties.

(1)

PB PC Blocker Parallel, Inc. (DE)

PineBridge Private Credit Parallel, L.P. (DE) - PineBridge Private Credit General Partner, LLC is the

general partner of PineBridge Private Credit Parallel, L.P. (the "Fund"). 100% of the limited partnership

interests of the Fund are held by PB PC Blocker Parallel, Inc.

(1)

PBPC I Parallel Ski, Inc. (DE)

PineBridge Private Credit II General Partner, LLC (DE)

PineBridge Private Credit II General Partner, L.P. (DE) - PineBridge Private Credit II General Partner,

LLC is the general partner of PineBridge Private Credit II General Partner, L.P. (the "Fund"). 60% of the

limited partnership interests of the Fund are held by employees. The remaining limited partnership

interests of the Fund are held by third parties.

(1)

PineBridge Private Credit II Parallel, L.P. (DE) - PineBridge Private Credit II General Partner, L.P. is

the general partner of PineBridge Private Credit II Parallel, L.P. (the "Fund"). The following affiliates

hold limited partnership interests in the Fund: PineBridge Private Credit II General Partner, L.P.

holds 0.04%, PineBridge Private Credit II Parallel RFF, L.P. holds 75.44%, and PineBridge Private

Credit II Blocker Series B, LLC hold 9.43%. The remaining interests are held by third parties.

(2)

PineBridge Private Credit II, L.P. (DE) - PineBridge Private Credit II General Partner, L.P. is the

general partner of PineBridge Private Credit II, L.P. (the "Fund"). The following affiliates hold limited

partnership interests in the Fund: PineBridge Private Credit II General Partner, l.P. hold 2.08%,

PineBridge Private Credit II RFF, L.P. holds 90.16%, and PineBridge Private Credit II Blocker Series

A, LLC holds 2.50%. The remaining limited partnership interests are held by third parties.

(a)

PineBridge Private Credit Holdings II, LLC (DE) - 100.00% of the votig interests of PineBridge

Private Credit Holdings II, LLC are held by PineBridge Private Credit II, L.P. 100.00% of the

non-voting interests of PineBridge Private Credit Holdings II, LLC are held by PineBridge Private

Credit Parallel, L.P.

(b)

PineBridge Private Credit II Holdings Lev, LLC (DE)

PineBridge Private Credit II Parallel RFF, L.P. (DE) - PineBridge Private Credit II General Partner, LLC is

the general partner of PineBridge Private Credit II Parallel RFF, L.P. (the "Fund"). 100% of the limited

partnership interests in the Fund are held by third parties.

PineBridge Private Credit II RFF, L.P. (DE) - PineBridge Private Credit II General Partner, LLC is the

general partner of PineBridge Private Credit II RFF, L.P. (the Fund"). 100% of the limited partnership

interests in the Fund are held by third parties.

PineBridge Private Credit II Series Feeder, L.P. (DE) - PineBridge Private Credit II General Partner, LLC

is the general partner of PineBridge Private Credit II Series Feeder, L.P. (the "Fund"). 100% of the limited

partnership interests of the Fund are held by third parties.

(1)

PineBridge Private Credit II Blocker Series, LLC (DE)

PineBridge Private Credit III General Partner, LLC (DE)

PineBridge Private Credit III Blocker (V) Member, L.P. (DE)

PineBridge Private Credit III General Partner, L.P. (DE) - PineBridge Private Credit III General Partner,

LLC is the general partner of PineBridge Private Credit III General Partner, L.P. (the "Fund GP"). 60% of

limited partnership interests of the Fund GP are held by PB Employees and the remaining limited

partnership interests are held by third parties.

(1)

PineBridge Private Credit III Parallel, L.P. (DE) - PineBridge Private Credit III General Partner, L.P.

is the general partner of PineBridge Private Credit III Parallel, L.P. (the "Fund"). The following

affiliates hold limited partnership interests in the Fund: PineBridge Private Credit III General

Partner, L.P. hold 0.02%, PineBridge Private Credit III Blocker Series LLC (Series B) holds 9.98%,

PineBridge Private Credit III Blocker Series, LLC (Series C) holds 3.06%, PineBridge Private Credit

III Parallel RFF, L.P. holds 63.87%, and PineBridge Private Credit III Parallel RFF (A), L.P. holds

20.08%. The remaining limited partnership interests are held by third parties.

(2)

PineBridge Private Credit III, L.P. (DE) - PineBridge Private Credit III General Partner, L.P. is the

general partner of PineBridge Private Credit III, L.P. (the "Fund"). The following affiliates hold

limited partnership interests in the Fund: PineBridge Private Credit III General Partner, L.P. holds

1.51%, PineBridge Private Credit III Blocker Series, LLC (Series A) holds 8.67%, PineBridge Private

Credit III Blocker Series, LLC (Series D) holds 14.45%, PineBridge Private Credit III RFF, L.P. holds

69.41%, and 0.29% is held by employees. The remaining limited partnership interests are held by third

parties.

(a)

PineBridge Private Credit III Holdings Lev, LLC (DE)

PineBridge Private Credit III Parallel Feeder (S), L.P. (DE) - PineBridge Private Credit III General

Partner, LLC is the general partner of PineBridge Private Credit III Parallel Feeder (S), L.P. (the "Fund").

100% of the limited partnership interests of the Fund are held by third parties.

PineBridge Private Credit III Parallel Feeder Blocker, LLC (DE) - 100 of the voting interests of PineBridge

Private Credit III Parallel Feeder Blocker, LLC are held by PineBridge Private Credit III General Partner,

LLC. 97.9% of the non-voting interests of PineBridge Private Credit III Parallel Feeder Blocker, LLC are

held by PineBridge Private Credit III Parallel Feeder (S) LP, and 2.10% by PineBridge Private Credit III

Blocker (V) Member LP.

Pinebridge Private Credit III Parallel RFF (A), L.P. (DE) - PineBridge Private Credit III General Partner,

LLC is the general partner of PineBridge Private Credit III Parallel RFF (A), L.P. (the "Fund"). 30.43% of

the limited partnership interests of the Fund are held by PineBridge Private Credit III Parallel Feeder

Blocker LLC. The remaining limited partnership interests are held by third parties.

PineBridge Private Credit III Parallel RFF, L.P. (DE) - PineBridge Private Credit III General Partner, LLC

is the general partner of PineBridge Private Credit III Parallel RFF, L.P. (the "Fund"). 100% of the limited

partnership interests of the Fund are held by third parties.

PineBridge Private Credit III RFF, L.P. (DE) - PineBridge Private Credit III General Partner, LLC is the

general partner of PineBridge Private Credit III RFF, L.P. (the "Fund"). 100% of the limited partnership

interests of the Fund are held by third parties.

PineBridge Private Credit III Series Feeder, L.P. (DE) - PineBridge Private Credit III General Partner, LLC

is the general partner of PineBridge Private Credit III Series Feeder, L.P. (the "Fund"). 100% of the limited

partnership interests of the Fund are held by third parties.

(1)

PineBridge Private Credit III Blocker Series, LLC (DE) - 100% of the voting interests of PineBridge

Private Credit III Blocker Series, LLC are held by PineBridge Private Credit III Series Feeder, L.P.

1.06% of non-voting interests of PineBridge Private Credit III Blocker Series, LLC is owned by

PineBridge Private Credit III General Partner, L.P. and 98.94% is owned by PineBridge Private Credit

III Series Feeder, L.P.

PineBridge Private Credit IV General Partner, LLC (DE)

PineBridge Private Credit IV Offshore Holdings, L.P. (DE) - PineBridge Private Credit IV General Partner,

LLC is the general partner of PineBridge Private Credit IV Offshore Holdings, L.P. (the "Fund") 100% of

the limited partnership interests of the Fund are held by PineBridge Private Credit IV Offshore Series

Blocker, LLC.

PineBridge Private Credit IV Aggregator, LLC (DE) - 100% of the voting interests of PineBridge Private

Credit IV Aggregator, LLC are held by PineBridge Private Credit IV General Partner, LLC. 4.78% of

non-voting interest PineBridge Private Credit IV Aggregator, LLC is held by PineBridge Private Credit IV,

L.P. 87.14% of PineBridge Private Credit IV Aggregator, LLC is held by PineBridge Private Credit IV

Parallel, L.P. 8.08% of PineBridge Private Credit IV Aggregator, LLC is held by PineBridge Private Credit IV

Offshore Holdings, L.P.

Pinebridge Private Credit IV Blocker Series, LLC (DE) - 100% of the voting interests of Pinebridge Private

Credit IV Blocker Series, LLC are held by PineBridge Private Credit IV General Partner, LLC. 100% of

non-voting securities of Pinebridge Private Credit IV Blocker Series, LLC are held by PineBridge Private

Credit IV Series Feeder, L.P.

PineBridge Private Credit IV General Partner, L.P. (DE) - PineBridge Private Credit IV General Partner,

LLC is the general partner of PineBridge Private Credit IV General Partner, L.P. (the "Fund"). 65% of the

limited partnership interests of the Fund are held by employees. The remaining limited partnership

interests of the Fund are held by third parties.

(1)

PineBridge Private Credit IV Parallel, L.P. (DE) - PineBridge Private Credit IV General Partner, L.P. is

the general partner of PineBridge Private Credit IV Parallel, L.P. (the "Fund"). The following affiliates

hold limited partnership interests in the Fund: PineBridge Private Credit IV General Partner, L.P.

owns 0.02%, and PineBridge Private Credit IV Parallel RFF, L.P. owns 90.89%. The remaining limited

partnership interests are held by third parties.

(2)

PineBridge Private Credit IV, L.P. (DE) - PineBridge Private Credit IV General Partner, L.P. is the

general partner of PineBridge Private Credit IV, L.P. (the "Fund"). The following affiliates hold

limited partnership interests in the Fund: PineBridge Private Credit IV General Partner, L.P. owns

0.33%, and PineBridge Private Credit IV RFF, L.P. owns 99.44%. The remaining limited partnership

interests are held by employees.

(a)

PineBridge Private Credit IV Holdings Lev, LLC (DE)

PineBridge Private Credit IV Parallel RFF, L.P. (DE) - PineBridge Private Credit IV General Partner, LLC is

the general partner of PineBridge Private Credit IV Parallel RFF, L.P. (the "Fund"). 100% of the limited

partnership interests of the Fund are held by third parties.

PineBridge Private Credit IV RFF, L.P. (DE) - PineBridge Private Credit IV General Partner, LLC is the

general partner of PineBridge Private Credit IV RFF, L.P. (the "Fund"). 100% of the limited partnership

interests of the Fund are held by third parties.

Pinebridge Private Credit IV Series Feeder, L.P. (DE) - This entity currently not in operation and no LPs

invested in it yet.

PineBridge Vantage Partners LLC (DE)

PineBridge Co-Investment Feeder, Ltd. (CYM)

PineBridge Vantage Partners GP, L.P. (DE) - PineBridge Vantage Partners LLC is the general partner of

PineBridge Vantage Partners GP, L.P. (the "Fund GP"). 100% of the limited partnership interests of the

Fund GP are held by third parties.

10)

PineBridge Global Dynamic Absolute Return Fund LLC (DE) - PineBridge Investments LLC hold 100% of the

voting interest of PineBridge Global Dynamic Absolute Return Fund LLC (the "Fund"). 99.75% of the

non-voting interests of the Fund are held by third parties and 0.25% are held by PineBridge Investments LLC.

11)

PineBridge Highstar (SPE) LLC (DE)

12)

PineBridge Investments Management LLC (DE)

13)

PineBridge European Real Estate GP, LLC (CYM)

PineBridge European Real Estate SPV, L.P. (CYM) - PineBridge European Real Estate GP, LLC is the

general partner of PineBridge European Real Estate SPV, L.P. (the "Fund"). 100% of the limited

partnership interests of Fund are held third parties.

14)

PineBridge Senior Secured Loan US Fund LLC (DE) - PineBridge Investments LLC hold 100% of the voting

interest of PineBridge Senior Secured Loan US Fund LLC. 100% of the non-voting interests of the Fund are held

by third parties.

15)

PineBridge Structured Capital General Partner III LLC (DE)

PineBridge Structured Capital General Partner III, L.P. (DE) - PineBridge Structured Capital General

Partner III LLC is the general partner of PineBridge Structured Capital General Partner III, L.P. (the

"Fund"). 16.51% of the limited partnership interest of Fund are held by current and former employees and

83.49% held by third parties.

(1)

PSC III Arch AIV I, L.P. (CYM) - PineBridge Structured Capital General Partner III, L.P.is the general

partner of PSC III Arch AIV I, L.P. (the "AIV"). 99.21% of the limited partnership interests of the AIV

are held by PSC III Arch EP Blocker Inc and 0.79% held by PineBridge Structured Capital General

Partner III, L.P.

(2)

PineBridge Structured Capital Partners Offshore III-A, L.P.(CYM) - PineBridge Structured Capital

General Partner III, L.P. is the general partner of PineBridge Structured Capital Partners Offshore

III-A, L.P. (the "Fund"). The following affiliates hold limited partnership interests in the Fund:

PineBridge Structured Capital General Partner III, L.P. holds 0.79%. The remaining limited

partnership interests are held by third parties.

PineBridge Structured Capital Partners III (Feeder), L.P. (CYM) - PineBridge Structured Capital General

Partner III LLC is the general partner of PineBridge Structured Capital Partners III (Feeder), L.P. (the

"Fund"). 100% of the limited partnership interests of Fund are held by third parties.

PineBridge Structured Capital Partners III, L.P. (DE) - PineBridge Structured Capital General Partner III

LLC is the general partner of PineBridge Structured Capital Partners III, L.P. (the "Fund"). The following

affiliates hold limited partnership interests in the Fund: PSC III Splitter 1 LP holds 41.10%, and

PineBridge Structured Capital General Partner III, L.P. holds 4.61%. The remaining limited partnership

interests are held by third parties.

(1)

PB Riveron Blocker, Inc. (DE)

(2)

PB Riveron-A Blocker, Inc. (DE)

(3)

PSC III AIV I, L.P. (DE) - PineBridge Structured Capital Partners III, L.P. is the general partner of

PSC III AIV I, L.P. (the "AIV"). 54.29% of the limited partnership interests of the AIV are held by third

parties, 41.10% are held by PSC III Splitter 1, L.P., and 4.61% are held by PineBridge Structured

Capital General Partner III, L.P.

PSC III Arch Feeder I, L.P. (CYM) - PineBridge Structured Capital General Partner III LLC is the general

partner of PSC III Arch Feeder I, L.P. (the "Feeder Fund"). 100% of the limited partnership interest of

Feeder Fund are held by PineBridge Structured Capital Partners Offshore III-A L.P.

(1)

PSC III Arch EP Blocker, Inc. (DE)

(2)

PSC III EP Blocker, Inc. (DE) - 100% of the voting interests of PSC III EP Blocker, Inc. are held by

PSC III Arch Feeder I, L.P. 100% of the non-voting interest of PSC III EP Blocker, Inc. are held by

PineBridge Structured Capital Partners III (Feeder), L.P.

PSC III Blocker, L.P. (CYM) - PineBridge Structured Capital General Partner III LLC is the general

partner of PSC III Blocker, L.P. (the "Blocker"). 100% of the limited partnership interest of the Blocker are

held by PineBridge Structured Capital Partners III (Feeder), L.P.

PSC III Splitter 1, L.P. (DE) - PineBridge Structured Capital General Partner III LLC is the general

partner of PSC III Splitter 1, L.P. (the "Fund"). 100% of the limited partnership interests of Fund are held

by PSC III Blocker, L.P.

16)

PineBridge Structured Capital II GP, LLC (DE) -

PineBridge Structured Capital General Partner II, LP - PineBridge Structured Capital II GP, LLC is the

general partner of PineBridge Structured Capital General Partner II, LP (the "Fund"). 80% of the limited

partnership interests of the Fund are held by current and former employees and 20% are held by third

parties.

(1)

PineBridge Structured Capital General Partner Offshore II, LLC (DE)

(a)

PineBridge Structured Capital Partners Offshore II, L.P. (CYM) - PineBridge Structured Capital

General Partner Offshore II, LLC is the general partner of PineBridge Structured Capital

Partners Offshore II, L.P. (the "Fund"). The following affiliates hold limited partnership interests

in the Fund: PineBridge Structured Capital General Partner Offshore II, LLC holds 0.67%. The

remaining limited partnership interests are held by third parties.

PB SC II BN Blocker, Inc. (DE)

ii.

PB SC II UCC Blocker, Inc. (DE)

iii.

PG Investment Corp II, Inc. (DE)

iv.

RP BN Blocker, Inc. (DE) - 100.00% of the voting interests of RP BN Blocker, Inc. areheld by

PineBridge Structured Capital Partners Offshre II, L.P. 100.00% of the non-voting interests

of RP BN Blocker, Inc. are held by third parties.

(b)

PineBridge Structured Capital Partners Offshore II-A, L.P. (CYM) - PineBridge Structured

Capital General Partner Offshore II, LLC is the general partner of PineBridge Structured Capital

Partners Offshore II-A, L.P. (the "Fund"). The following affiliates hold limited partnership

interests in the Fund: PineBridge Structured Capital General Partner Offshore II, LLC holds

0.67%. The remaining limited partneship interests are held by third parties.

PB SC II-A BN Blocker, Inc. (DE)

ii.

PB SC II-A UCC Blocker Inc. (DE)

iii.

PG Investment Corp II-A, Inc. (DE)

(2)

PineBridge Structured Capital Partners II, L.P. (DE) - PineBridge Structured Capital General Partner

II, LP is the general partner of PineBridge Structured Capital Partners II, L.P. (the "Fund"). The

following affiliates hold limited partnership interests in the Fund: PineBridge Structured Capital II

Sponsor, LLC holds 43.02%, and PineBridge Structured Capital General Partner II, L.P. holds 1.556%.

The remaining limited partnership interests are held by third parties.

17)

PineBridge Flexible Credit Implementation, LLC (DE) - 100.00% of the voting interests of PineBridge Flexible

Credit Implementation, LLC are held by PineBridge Investments LLC. 26.85% of the non-voting interests of

PineBridge Flexible Credit Implementation, LLC are held by PineBridge Flexible Credit Offshore Fund, LLC

and 73.15% are held by PineBridge Flexible Credit Onshore Fund, LLC.

18)

PineBridge Flexible Credit Offshore Fund, LLC (CYM) - 100.00% of the voting interests of PineBridge Flexible

Credit Offshore Fund, LLC are held by PineBridge Investments LLC. 100.00% of the non-voting interests of

PineBridge Flexible Credit Offshore Fund, LLC are held by third parties.

19)

PineBridge Flexible Credit Onshore Fund, LLC (DE) - 100.00% of the voting interests of PineBridge Flexible

Credit Onshore Fund, LLC are held by PineBridge Investments LLC. 100.00% of the non-voting interests of

PineBridge Flexible Credit Onshore Fund, LLC are held by third parties.

20)

PB PC Blocker A, Inc. (DE) - 100% of the voting securities of PB PC Blocker A, Inc. are held by PineBridge

Investments LLC. 99.80% of the non-voting securities of PB PC Blocker A, Inc. are held by PineBridge Private

Credit (Feeder A), L.P. and 0.20% by PineBridge Private Credit General Partner, L.P.

21)

PineBridge Private Credit IV Offshore GP, S.à.r.l. (Luxembourg)

PineBridge Private Credit IV Offshore SLP (Luxembourg) - 100.00% of the voting interests of PineBridge

Private Credit IV Offshore SLP are held by PineBridge Private Credit IV Offshore GP, S.a.r.l. 100% of the

economic interests of PineBridge Private Credit IV Offshore SLP are held by third parties.

(1)

PineBridge Private Credit IV Offshore Blocker Series, LLC (DE) - 97.99% of PineBridge Private Credit

IV Offshore Blocker Series, LLC is owned by PineBridge Private Credit IV Offshore SLP and 2.01% is

held by PineBridge Private Credit IV General Partner, L.P.

(2)

PineBridge Private Credit IV Offshore Blocker Series, LLC (DE)

PineBridge Private Credit Agent LLC (DE)

PineBridge Highstar (SPE) LLC

PineBridge Investments Management LLC (DE)

PineBridge Senior Secured Loan Fund Ltd. (CYM)

PineBridge Securities LLC (DE)

PineBridge Investments IP Holdings Limited (CYM)

PineBridge Investments Americas Holdings Limited (CYM)

PineBridge GEM II G.P., Co. (CYM)

PineBridge GEM II G.P., L.P. (CYM) - PineBridge GEM II G.P., Co. is the general partner of PineBridge GEM II

G.P., L.P. (the "Fund GP"). 62.62% of the limited partnership interests of the Fund GP are held by third parties,

0.19% are held by PineBridge GEM II G.P., Co. and 37.19% are held by current or former employees.

PineBridge GEM II (Alberta) GP, L.P (Canada) - PineBridge GEM II G.P., L.P. is the general partner of

PineBridge GEM II (Alberta) GP, L.P. (the "Fund GP"). 100.00% of the limited partnership interests of

Fund GP are held by current and former employees.

(1)

Lauren Holdings, LP (Canada) - Lauren Holdings, L.P. (the "AIV") is an AIV of PineBridge GEM II

(Alberta) GP, L.P. 98.07% of the limited partnership interests of the AIV are held by third parties.

1.93% of the limited partnership interests in the AIV are held by PineBridge GEM II (Alberta) GP, L.P.

(2)

Oliver Investments, LP (Canada) - Oliver Investments, LP (the "AIV") is an AIV of PineBridge GEM II

(Alberta) GP, L.P. 98.07% of the limited partnership interests of the AIV are held by third parties.

1.93% of the limited partnership interests in the AIV are held by PineBridge GEM II (Alberta) GP, L.P.

(3)

Victoria Capital, LP (Canada) - Victoria Capital, LP (the "AIV") is an AIV of PineBridge GEM II

(Alberta) GP, L.P. 98.07% of the limited partnership interests of the AIV are held by third parties and

1.93% are held by PineBridge GEM II (Alberta) GP, L.P.

PineBridge GEM II Feeder, L.P. (CYM) - PineBridge GEM II G.P., L.P. is the general partner of PineBridge

GEM II Feeder, L.P. (the "Fund"). 100% of the limited partnership interests of the Fund are held by third

parties.

(1)

PineBridge GEM II Feeder Ltd. (CYM)

PineBridge GEM II GP Ltd. (CYM)

(1)

PineBridge Global Emerging Markets Partners II, L.P. (CYM) - PineBridge GEM II GP Ltd. is the

general partner of PineBridge Global Emerging Markets Partners II, L.P. (the "Fund"). 98.07% of the

limited partnership interests in of the Fund are held by third parties, and 1.93% are held by

PineBridge GEM II G.P., L.P.

(a)

Aditi Investment Holdings Limited (Mauritius)

PineBridge GEM II Special Distribution GP, Ltd. (CYM)

PineBridge GEM II Special Distribution, L.P. (CYM) - PineBridge GEM II Special Distribution GP, Ltd. is the

general partner of PineBridge GEM II Special Distribution, L.P. (the "Fund"). 66.67% of the limited partnership

interests in the Fund are held by PineBridge GEM II Special Distribution G.P., Ltd and 33.33% are held by

current and former employees.

PineBridge GEM II, LLC (DE)

PineBridge GEM Viaduct GP, Co. (CYM)

AIG GEM Viaduct Media Holdings Bermuda, Ltd. (CYM)

AIG GEM Viaduct Media Holdings Singapore, Ltd. (CYM)

PineBridge GEM Viaduct GP, L.P. (CYM) - PineBridge GEM Viaduct GP, Co. is the general partner of PineBridge

GEM Viaduct GP, L.P. (the "Fund GP"). 76.43% of the limited partnership interests of Fund GP are held by third

parties 0.67% are held by PineBridge GEM Viaduct G P, Co., and 22.90% are held by current or former

employees.

PineBridge Global Emerging Markets Partners Viaduct, L.P. (CYM) - PineBridge GEM Viaduct GP, L.P. is

the general partner of PineBridge Global Emerging Markets Partners Viaduct, L.P. (the "Fund"). 99.00% of

the limited partnership interests of the Fund are held by third parties and 1.00% are held by PineBridge

GEM Viaduct G.P., L.P.

(1)

PineBridge Eurasia Financial Investments S.à.r.l. (Luxembourg)

PineBridge GEM Viaduct Manager, LLC (DE)

PineBridge New Europe GP, Ltd. (CYM)

PineBridge New Europe GP, L.P. (CYM) - PineBridge New Europe GP, Ltd. is the general partner of PineBridge

New Europe GP, L.P. (the "Fund GP"). 100.00% of the limited partnership interests of the Fund GP are held by

current and former employees.

PineBridge New Europe II GP, Ltd. (CYM)

PineBridge New Europe II GP, L.P. (CYM) - PineBridge New Europe II GP, Ltd. is the general partner of

PineBridge New Europe II GP, L.P. (the "Fund GP"). 55.40% of the limited partnership interests of the Fund GP

are held by third parties, 44.40% are held by current or former employees, and 0.20% are held by PineBridge

New Europe II GP, Ltd.

PineBridge New Europe Partners II, L.P. (CYM) - PineBridge New Europe II GP, L.P. is the general partner

of PineBridge New Europe Partners II, L.P. (the "Fund"). 99.05% of the limited partnership interests of the

Fund are held by third parties and 0.95% are held by PineBridge New Europe II GP, L.P.

(1)

NEF Cable Holdings S.à r.l. (Luxembourg)

(a)

Polynifin B.V. (Netherlands)

PineBridge New Europe Partners II-A, L.P. (CYM) - PineBridge New Europe II GP, L.P. is the general

partner of PineBridge New Europe Partners II-A, L.P. (the "Fund"). 98.24% of the limited partnership

interests in the Fund are held by third parties and 1.76% are held by PineBridge New Europe II GP, L.P.

(1)

Frégate Investments S.à r.l. (Luxembourg)

(2)

Kingscote S.à r.l. (Luxembourg)

(3)

Ratiocino Limited (Cyprus)

PineBridge New Europe II Manager, LLC (DE)

PineBridge New Europe Manager, Ltd. (CYM) - 70% of the interests in PineBridge New Europe Manager, Ltd. is held

by PineBridge Investments Americas Holdings Limited. The remaining 30% is held by a third-party.

MetLife Insurance Brokerage, Inc. (NY)

Cova Life Management Company (DE)

MetLife Consumer Services, Inc. (DE)

MetLife Global, Inc. (DE)

MetLife Global Bermuda, Ltd. (Bermuda)

MetLife Reinsurance Company of Hamilton, Ltd. (Bermuda)

MetLife Global Benefits, Ltd. (CYM)

Newbury Insurance Company, Limited (DE)

Inversiones MetLife Holdco Dos Limitada (CHL) - 99.99946% of Inversiones MetLife Holdco Dos Limitada is owned by MetLife,

Inc., 0.000535% is owned by MetLife International Holdings, LLC. and 0.0000054% is owned by Natiloportem Holdings, LLC.

MetLife Reinsurance Company of Charleston (SC)

MetLife Capital Trust IV (DE)

MetLife Home Loans, LLC (DE)

MetLife Pet Insurance Solutions, LLC (KY)

Metropolitan General Insurance Company (RI)

Chariot Holding Company, LP (BMU) - MetLife, Inc. holds an approximate 23% interest in the non-voting limited partnership

interests of Chariot Holding Company, LP, a Bermuda exempted limited partnership. The remaining interests are held by third

parties. The Nebraska Department of Insurance has approved MetLife’s application to disclaim affiliation with Chariot Holding

Company, LP and its subsidiaries.

Chariot MidCo, LLC (DE)

Chariot Reinsurance, Ltd. (BMU)

MetLife Insurance Brokerage, Inc. (NY)

MetLife Reinsurance Company of Vermont (VT)

MetLife Group, Inc. (NY)

MetLife Services and Solutions, LLC (DE)

MetLife Solutions Pte. Ltd. (SGP)

			1)	MetLife Services East Private Limited (IND) - 57.279332% of MetLife Services East Private Limited is owned by MetLife Global Operations Support Center Private Limited, 42.720666% is owned by MetLife Solutions Pte. Limited, and 0.000002% is owned by Natiloportem Holdings LLC.
			2)	MetLife Global Operations Support Center Private Limited (IND) - 99.99999% of MetLife Global Operations Support Center Private Limited is owned by MetLife Solutions Pte. Ltd. and 0.00001% is owned by Natiloportem Holdings, LLC.
Z.	MetLife Investors Group, LLC (DE)
	1.	MetLife Investors Distribution Company (MO)
	2.	MetLife Investments Securities, LLC (DE)

1) The voting securities (excluding directors’ qualifying shares, if any) of each subsidiary shown on the organizational chart are 100% owned by their respective parent corporation, unless otherwise indicated.

2) The Metropolitan Money Market Pool and MetLife Intermediate Income Pool are pass-through investment pools, of which Metropolitan Life Insurance Company and/or its subsidiaries and/or affiliates are general partners.

3) The MetLife, Inc. organizational chart does not include real estate joint ventures and partnerships of which MetLife, Inc. and/or its subsidiaries is an investment partner. In addition, certain inactive subsidiaries have also been omitted.

4) MetLife Services EEIG is a cost-sharing mechanism used in the EU for EU-affiliated members.

Item 30. Indemnification

As described in their respective governing documents, MetLife, Inc. (the ultimate parent of the Depositor and MetLife Investors Distribution Company, the Registrant’s principal underwriter (the “Underwriter”)), which is incorporated in the state of Delaware, and the Depositor, which is incorporated in the state of New York, shall indemnify any person who is made or is threatened to be made a party to any civil or criminal suit, or any administrative or investigative proceeding, by reason of the fact that such person is or was a director or officer of the respective company, under certain circumstances, against liabilities and expenses incurred by such person.

MetLife, Inc. also has adopted a policy to indemnify employees (“MetLife Employees”) of MetLife, Inc. or its affiliates (“MetLife”), including any MetLife Employees serving as directors or officers of the Depositor or the Underwriter. Under the policy, MetLife, Inc. will, under certain circumstances, indemnify MetLife Employees for losses and expenses incurred in connection with legal actions threatened or brought against them as a result of their service to MetLife. The policy excludes MetLife directors and others who are not MetLife Employees, whose rights to indemnification, if any, are as described in the charter, bylaws or other arrangement of the relevant company.

MetLife, Inc. also maintains a Directors and Officers Liability and Corporate Reimbursement Insurance Policy under which the Depositor and the Underwriter, as well as certain other subsidiaries of MetLife, are covered. MetLife, Inc. also has secured a Financial Institutions Bond.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company, pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 31. Principal Underwriters

(a) Other Activity. MetLife Investors Distribution Company also serves as principal underwriter and distributor of the Contracts. MetLife Investors Distribution Company is the principal underwriter for the following investment companies:

General American Separate Account Eleven
General American Separate Account Twenty-Eight
General American Separate Account Twenty-Nine
General American Separate Account Two
Metropolitan Life Separate Account UL
Metropolitan Life Variable Annuity Separate Account II

Metropolitan Tower Life Separate Account One
Metropolitan Tower Life Separate Account Two
New England Life Retirement Investment Account
New England Variable Annuity Fund I
Paragon Separate Account A
Paragon Separate Account B
Paragon Separate Account C
Paragon Separate Account D
Separate Account No. 13S

(b)

Management. MetLife Investors Distribution Company is the principal underwriter for the Contracts. The following persons are officers and directors of MetLife Investors Distribution Company. The principal business address for MetLife Investors Distribution Company is 200 Park Avenue, New York, NY 10166.

Name and Principal Business Address	Positions and Offices With Underwriter
Jessica T. Good 200 Park Avenue New York, NY 10166	Director, Chair of the Board, President and Chief Executive Officer
Kelli Buford 200 Park Avenue New York, NY 10166	Secretary
Michael J. McDermott 200 Park Avenue New York, NY 10166	Director and Senior Vice President
Michael Yick 1 MetLife Way Whippany, NJ 07981	Vice President and Treasurer
Alexis Kuchinsky One MetLife Way Whippany, NJ 07981	Chief Compliance Officer
Geoffrey Fradkin 200 Park Avenue New York, NY 10166	Vice President
Gabriel Lopez 200 Park Avenue New York, NY 10166	Director and Senior Vice President
Dan P. Antilley, Jr. 200 Park Avenue New York, NY 10166	Senior Vice President and Chief Information Security Officer
Thomas J. Schuster 200 Park Avenue New York, NY 10166	Director and Senior Vice President
Peter Gruppuso 200 Park Avenue New York, NY 10166	Assistant Vice President and Chief Financial Officer
Allison Bishop 200 Park Avenue New York, NY 10166	Chief Legal Officer
Anika Wall 200 Park Avenue New York, NY 10166	Director and Vice President

Item 31A. Information about Contracts with Index-Linked Options and Fixed Options Subject to a Contract Adjustment

For any Contract with Index-Linked Options and/or Fixed Options subject to a Contract Adjustment offered through this registration statement, provide the information required by the following table as of December 31 of the prior calendar year:

Name of the Contract	Number of Contracts outstanding	Total value attributable to the Index Linked Option and/or Fixed Option subject to a Contract Adjustment	Number of Contracts sold during the prior calendar year	Gross premiums received during the prior calendar year	Amount of Contract value redeemed during the prior calendar year	Combination Contract (Yes/No)
MetLife Shield Level Selector(SM)	516	$76,814,890	0	$0	$6,553,154	No

(b) For any Contract with Index-Linked Options offered through this registration statement that posts current limits on Index gains on a website in accordance with Instruction 1 to Item 6(d)(2)(ii)(B), provide the current limits on Index gains in effect for each Index-Linked Option during the twelve months ending on December 31 of the prior year.

Item 32. Location of Account and Records.

The following companies will maintain possession of the documents required by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder:

(a) Metropolitan Life Insurance Company, 200 Park Avenue, New York, NY 10166

(b) MetLife, 18210 Crane Nest Drive, Tampa, FL 33647

Item 33. Management Services.

Not Applicable.

Item 34. Fee Representation and Undertakings.

(a) Not applicable.

(b) Metropolitan Life Insurance Company represents and undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement to include any prospectus required by section 10(a)(3) of the Securities Act; and

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York, and State of New York, on this 2nd day of July, 2026.

	Metropolitan Life Insurance Company (Insurance Company)
By:	/s/ Michael Schmidt
	Michael Schmidt Vice President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons, in the capacities indicated, on July 2, 2026.

Signature	Title
*
R. Glenn Hubbard	Chairman of the Board and Director
*
Michel A. Khalaf	President, Chief Executive Officer and Director
*
John D. McCallion	Executive Vice President and Chief Financial Officer
*
Adrienne O’Neill	Executive Vice President and Chief Accounting Officer
*
Daniel S. Glaser	Director
*
Carla A. Harris	Director
*
Laura J. Hay	Director
*
Jeh C. Johnson	Director
*
William E. Kennard	Director
*
Diana L. McKenzie	Director
*
Christian S. Mumenthaler	Director
*
Michelle Seitz	Director
*
Mark A. Weinberger	Director

*By:	/s/ Heather Harker
	Heather Harker Attorney-in-Fact July 2, 2026

Metropolitan Life Insurance Company. Executed by Heather Harker, on behalf of those indicated pursuant to powers of attorney.

ATTACHMENTS / EXHIBITS

MLIC POWERS OF ATTORNEY

FREE Breaking News Alerts from StreetInsider.com!

StreetInsider.com Top Tickers, 7/2/2026

1. SPY
2. META
3. TSLA
4. STZ
5. GOOGL

6. FDS
7. FUTU
8. HOOD
9. TTE
10. OUST

Create E-mail Alert Related Categories

SEC Filings

Sign up for StreetInsider Free!

Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!

Form 485APOS METROPOLITAN LIFE INSURA

You May Also Be Interested In

Create E-mail Alert Related Categories

Sign up for StreetInsider Free!

Free News Feed