METROPOLITAN SERIES FUND II
Subscription Agreement
This Agreement made this 17th day of November, 2003, by and between
Metropolitan Series Fund II, a Massachusetts business trust (the "Trust"), on
behalf of its MetLife Stock Index Portfolio II (the "Fund"), and Metropolitan
Life Insurance Company (the "Subscriber");
WITNESSETH:
WHEREAS, the Trust has been formed for the purposes of carrying on business
as a open-end management investment company; and
WHEREAS, the Subscriber is the sub-investment manager to the Fund, which is
the sole series of the Trust as of the date hereof; and
WHEREAS, the Subscriber wishes to subscribe for and purchase, and the Trust
wishes to sell to the Subscriber, 10,000 shares of beneficial interest of the
Fund (the "Shares"), for a purchase price of $10 per share;
NOW THEREFORE, IT IS AGREED:
1. The Subscriber subscribes for and agrees to purchase from the Trust the
Shares for a purchase price of $10 per Share and an aggregate purchase price of
$100,000. The Subscriber agrees to make payment for the Shares at such time as
demand for payment may be made by an officer of the Trust.
2. The Trust agrees to issue and sell said Shares to Subscriber promptly
upon its receipt of the aggregate purchase price.
3. To induce the Trust to accept its subscription and issue the Shares
subscribed for, the Subscriber represents that it is informed as follows:
(a) That the Shares being subscribed for have not been and will not be
registered under the Securities Act of 1933 (the "Securities Act"), or
registered or qualified under the securities laws of any state;
(b) That the Shares will be sold by the Trust in reliance on an
exemption from the registration requirements of the Securities Act;
(c) That the Trust's reliance upon an exemption from the registration
requirements of the Securities Act is predicated in part on the representations
and agreements contained in this Subscription Agreement;
(d) That when issued, the Shares will be "restricted securities" as
defined in paragraph (a)(3) of Rule 144 of the General Rules and Regulations
under the Securities Act ("Rule 144") and cannot be sold or transferred by
Subscriber unless they are subsequently registered under the Securities Act or
unless an exemption from such registration is available; and
(e) That there do not appear to be any exemptions from the registration
provisions of the Securities Act available to the Subscriber for resale of the
Shares. In the future, certain exemptions may possibly become available,
including an exemption for limited sales in accordance with the conditions of
Rule 144.
The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (a) through (e) above is to put the Subscriber on
notice as to restrictions on the transferability of the Shares.
4. To further induce the Trust to accept its subscription and issue the
Shares subscribed for, the Subscriber:
(a) Represents and warrants that the Shares subscribed for are being
and will be acquired for investment for its own account and not on behalf of any
other person or persons and not with a view to, or for sale in connection with,
any public distribution thereof; and
(b) Agrees that any certificates representing the Shares subscribed for
may bear a legend substantially in the following form:
The shares represented by this certificate have been acquired for
investment and have not been registered under the Securities Act of
1933 or any other federal or state securities law. These shares may
not be offered for sale, sold or otherwise transferred unless
registered under said securities laws or unless some exemption from
registration is available.
(c) Agrees that it will not sell, assign or transfer the Shares or any
interest therein except upon repurchase or redemption by the Trust unless or
until the Shares have been registered under the Securities Act or the Trust
shall have obtained an opinion of counsel indicating to the Trust's satisfaction
that such sale, assignment or transfer will not violate the Securities Act or
any rules or regulations adopted thereunder.
5. This Subscription Agreement and all of its provisions shall be binding
upon the legal representatives, heirs, successors and assigns of the parties
hereto. This Subscription Agreement may be signed in one or more counterparts,
each of which shall be deemed to be an original.
6. The Trust's Agreement and Declaration of Trust, including any
amendments thereto, is on file with the Secretary of State of The Commonwealth
of Massachusetts. This Agreement is executed on behalf of the Trust by an
officer or Trustee of the Trust as an officer or Trustee, as the case may be,
and not individually, and the obligations imposed upon the Trust by this
Subscription Agreement are not binding upon any of the Trust's Trustees,
officers or shareholders individually but are binding only upon the assets and
property of the Trust.
-2-
IN WITNESS WHEREOF, this Subscription Agreement has been executed by the
parties hereto as of the day and date first above written.
METROPOLITAN SERIES FUND II, on behalf
of its MetLife Stock Index Portfolio II
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President