Metropolitan Series Fund Ii Sample Contracts

DISTRIBUTION AGREEMENT ([DATE], 2003)
Distribution Agreement • December 18th, 2003 • Metropolitan Series Fund Ii • Massachusetts
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WITNESSETH:
Agreement • March 12th, 2008 • Metropolitan Series Fund Ii • Massachusetts
Form of Custodian Agreement -------------------
Form of Custodian Agreement • December 18th, 2003 • Metropolitan Series Fund Ii • Massachusetts
METROPOLITAN SERIES FUND II EXPENSE AGREEMENT
Expense Agreement • April 28th, 2005 • Metropolitan Series Fund Ii

AGREEMENT dated as of May 1, 2005 by and between Metropolitan Series Fund II, a Massachusetts business trust (the “Fund”), and MetLife Advisers, LLC, a Delaware limited liability company (the “Adviser”).

AGREEMENT AMONG JOINT INSUREDS
Agreement Among Joint Insureds • February 12th, 2007 • Metropolitan Series Fund Ii

THIS AGREEMENT is made as of December 15, 2003 between Metropolitan Series Fund, Inc. and Metropolitan Series Fund II (the “Trust,” and, together with Metropolitan Series Fund, Inc., the “Funds”).

METROPOLITAN SERIES FUND II DISTRIBUTION AGREEMENT
Distribution Agreement • April 25th, 2008 • Metropolitan Series Fund Ii • Massachusetts

This Distribution Agreement (the “Agreement”) is made as of August 31, 2007 by and between METROPOLITAN SERIES FUND II, a Massachusetts business trust (the “Fund”), and METLIFE INVESTORS DISTRIBUTION COMPANY, a Missouri corporation (the “Distributor”).

AGREEMENT AMONG JOINT INSUREDS
Agreement Among Joint Insureds • February 29th, 2008 • Metropolitan Series Fund Ii

THIS AGREEMENT is made as of December 15, 2007 between Metropolitan Series Fund, Inc. and Metropolitan Series Fund II (the “Trust,” and, together with Metropolitan Series Fund, Inc., the “Funds”).

METROPOLITAN SERIES FUND II INVESTMENT MANAGEMENT AGREEMENT MetLife Stock Index Portfolio II
Investment Management Agreement • February 16th, 2005 • Metropolitan Series Fund Ii • Massachusetts

AGREEMENT made this 6th day of November 2003, by and between Metropolitan Series Fund II, a Massachusetts business trust (the “Fund”), with respect to its MetLife Stock Index Portfolio II (the “Portfolio”), and MetLife Advisers, LLC, a Delaware limited liability company (the “Manager”).

METROPOLITAN SERIES FUND II EXPENSE AGREEMENT
Metropolitan Series Fund • April 25th, 2008 • Metropolitan Series Fund Ii

AGREEMENT dated as of April 28, 2008 by and between Metropolitan Series Fund II, a Massachusetts business trust (the “Fund”), and MetLife Advisers, LLC, a Delaware limited liability company (the “Adviser”).

METROPOLITAN SERIES FUND II SUB-INVESTMENT MANAGEMENT AGREEMENT MetLife Stock Index Portfolio II
Metropolitan Series • April 27th, 2007 • Metropolitan Series Fund Ii • Massachusetts

WHEREAS, the Fund and the Manager have entered into an Investment Management Agreement dated as of November 6, 2003 (the “Advisory Agreement”), pursuant to which the Manager provides investment management and administrative services to the Portfolio;

CUSTODIAN AGREEMENT
Custodian Agreement • February 16th, 2005 • Metropolitan Series Fund Ii • Massachusetts

This Agreement between METROPOLITAN SERIES FUND II, a business trust organized and existing under the laws of Massachusetts (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”),

METROPOLITAN SERIES FUND II EXPENSE AGREEMENT
Metropolitan Series Fund Ii • April 28th, 2006 • Metropolitan Series Fund Ii

AGREEMENT dated as of May 1, 2006 by and between Metropolitan Series Fund II, a Massachusetts business trust (the “Fund”), and MetLife Advisers, LLC, a Delaware limited liability company (the “Adviser”).

METROPOLITAN SERIES FUND II SUB-INVESTMENT MANAGEMENT AGREEMENT MetLife Stock Index Portfolio II
Investment Management Agreement • February 16th, 2005 • Metropolitan Series Fund Ii • Massachusetts

WHEREAS, the Fund and the Manager have entered into an Investment Management Agreement dated as of November 6, 2003 (the “Advisory Agreement”), pursuant to which the Manager provides investment management and administrative services to the Portfolio;

ARTICLE I
Metropolitan Series • August 26th, 2003 • Metropolitan Series Fund Ii • Massachusetts
AMENDMENT NO. 1 TO AGREEMENT AND DECLARATION OF TRUST ----------------------------------
Agreement and Declaration • December 18th, 2003 • Metropolitan Series Fund Ii

The undersigned, being at least a majority of the Trustees of Metropolitan Series Fund II (the "Trust"), hereby consents to and adopts the following amendment to the Trust's Agreement and Declaration of Trust dated August 22, 2003 (the "Declaration of Trust"), a copy of which is on file in the Office of the Secretary of The Commonwealth of Massachusetts:

METROPOLITAN SERIES FUND II EXPENSE AGREEMENT
Metropolitan Series Fund Ii • April 27th, 2007 • Metropolitan Series Fund Ii

AGREEMENT dated as of May 1, 2007 by and between Metropolitan Series Fund II, a Massachusetts business trust (the “Fund”), and MetLife Advisers, LLC, a Delaware limited liability company (the “Adviser”).

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TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 16th, 2005 • Metropolitan Series Fund Ii • Massachusetts
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