DISTRIBUTION AGREEMENT
([DATE], 2003)
This Distribution Agreement (the "Agreement") is made as of [Date], by
and between METROPOLITAN SERIES FUND II, a Massachusetts business trust (the
"Fund"), and STATE STREET RESEARCH INVESTMENT SERVICES, INC., a Massachusetts
corporation (the "Distributor").
W I T N E S S E T H:
In consideration of the premises and covenants hereinafter contained,
the Fund and the Distributor agree as follows:
Section 1. Appointment of the Distributor.
The Fund hereby appoints the Distributor as the principal underwriter and
distributor of the shares of each series of shares of beneficial interest of the
Fund listed on Schedule A (each, a "Portfolio"). The Fund during the term of
this Agreement shall sell its shares pursuant to orders obtained by the
Distributor, at net asset value as set forth in the prospectus (as now and
hereafter amended or supplemented, the "Prospectus") currently effective under
the Securities Act of 1933 (the "Securities Act"), and upon the terms and
conditions set forth below.
Section 2. Exclusive Nature of Duties.
The Distributor shall be the exclusive representative of the Fund to act as
principal underwriter and distributor with respect to the Portfolios.
Section 3. Sale and Redemption of Shares of the Fund.
(a) Orders for the purchase and redemption of the Portfolios' shares (and
payment for shares, in the case of a purchase) shall be transmitted directly
from the purchasers to the Fund or its agent.
(b) The Fund shall have the right to suspend the redemption of shares of any of
its Portfolios pursuant to the conditions set forth in the Prospectus. The Fund
shall also have the right to suspend the sale of shares of any or all of its
Portfolios at any time when it is authorized to suspend redemption of such
shares.
(c) The Fund will give the Distributor prompt notice of any such suspension and
shall promptly furnish such other information in connection with the sale and
redemption of Fund shares as the Distributor reasonably requests.
(d) The Fund (or its agent) will make appropriate book entries upon receipt by
the Fund (or its agent) of orders and payments for shares or requests for
redemption thereof, and will issue and redeem shares and confirm such
transactions in accordance with applicable laws and regulations.
(e) Any of the outstanding shares of the Portfolios may be tendered for
redemption at any time, and the Fund agrees to redeem any such shares so
tendered in accordance with the applicable provisions of the Prospectus and the
Fund's Agreement and Declaration of Trust. The redemption price shall be the net
asset value per share next determined after the initial receipt of proper notice
of redemption.
Section 4. Duties of the Fund.
(a) The Fund shall furnish to the Distributor copies of all information,
financial statements and other papers which the Distributor may reasonably
request for use in connection with the distribution of shares of the Fund. The
Fund shall also make available to the Distributor such number of copies of its
Prospectus as the Distributor shall reasonably request.
(b) The Fund shall use its best efforts to qualify and maintain the
qualification of an appropriate number of shares of each of its Portfolios for
sale under the securities laws of such states as the Distributor and the Fund
may approve, if such qualification is required by such securities laws. Any such
qualification may be withheld, terminated or withdrawn by the Fund at any time
in its discretion. The Distributor shall furnish such information and other
material relating to its affairs and activities as may be required by the Fund
in connection with such qualification and with registration under the Securities
Act.
(c) The Fund will furnish, in reasonable quantities upon request by the
Distributor, copies of annual and interim reports of the Fund.
Section 5. Duties of the Distributor.
(a) The Distributor shall devote reasonable time and effort to effect sales of
shares of the Fund, but it shall not be obligated to sell any specific number of
shares in any Portfolios.
(b) In selling the shares of the Portfolios, the Distributor shall use its best
efforts in all respects duly to conform with the requirements of all federal and
state laws and regulations and the regulations of the National Association of
Securities Dealers, Inc. (the "NASD"), relating to the sale of such securities.
Neither the Distributor nor any other person is authorized by the Fund to give
any information or to make any representation, other than those contained in the
registration statement or related Prospectus of the Fund and any sales
literature authorized by responsible officers of the Distributor.
(c) The Distributor shall act as an independent contractor and nothing herein
contained shall constitute the Distributor, its agents or representatives, or
any employees thereof as employees of the Fund in connection with the sale of
shares of the Portfolios.
The Distributor is responsible for its own conduct and the employment, control
and conduct of its agents and employees and for injury to such agents or
employees or to others through its agents or employees. The Distributor assumes
full responsibility for its agents and employees under applicable statutes and
agrees to pay all employer taxes thereunder.
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The Distributor will maintain at is own expense insurance against public
liability in such an amount as the Fund and the Distributor may from time to
time agree.
Section 6. Payment of Expenses.
(a) The parties acknowledge that the Fund has created one class of shares
for its Portfolios.
(b)(i) The Distributor, on behalf of the Fund, is hereby authorized, from
time to time, to enter into separate written agreements ("Service or Sales
Agreements"), on terms and conditions not inconsistent with this
Agreement, with broker-dealers or other financial intermediaries
("Purchasers") which agree to service and/or sell shares to eligible
tax-exempt benefit plans ("Qualified Plans"); and to use their best
efforts to solicit applications for such Qualified Plans.
(ii) The Distributor may not enter into any Service or Sales Agreement for
shares with any Purchaser that is more favorable than that maintained with
any other Purchaser, except that not all Portfolios of the Fund need be
made available for investment by all participating purchasers or Qualified
Plans. The Board of Trustees of the Fund may, in its sole discretion,
determine that certain Portfolios of the Fund shall be available only to
certain types of Qualified Plans or to a single Purchaser.
(iii) As compensation to the Distributor for services rendered and
expenses borne as a Distributor hereunder, each Portfolio shall pay the
Distributor a monthly fee (payable on or before the fifth (5th) business
day of the following month) at a rate equal to 0.25% per annum of the
average daily net assets of the Portfolio attributable to shares with
respect to which the Distributor provides services and/or assumes expenses
under the Fund's Rule 12b-1 Plan applicable to those shares. The
Distributor may, but need not, be obligated to pay the Purchasers service
or distribution fees pursuant to Service or Sales Agreements, as described
in subsection (i) hereof.
(iv) The Distributor shall furnish to the Fund, at least quarterly,
reports as to the sales of the Fund's shares made pursuant to this
Agreement. These reports may be combined with any similar report prepared
by the Distributor or other entity.
(v) The Distributor may also apply amounts it receives from the Fund
pursuant to this Agreement to compensate itself for certain services
rendered and expenses borne. These and the application of all other
payments pursuant to this Section 6(b) shall comply in all respects with
the terms of the Rule 12b-1 Plan (as in effect from time to time) that
apply to those payments.
(vi) Except to the extent paid for out of payments pursuant to a Rule
12b-1 plan in compliance with this Section 6(b), the Distributor will,
from its own resources, pay (or cause to be paid) all distribution
expenses and costs relating to shares.
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Section 7. Indemnification.
The Distributor shall indemnify and hold harmless the Fund and each of its
directors and officers (or former officers and trustees) and each person, if
any, who controls the Fund (collectively, "Indemnitees") against any loss,
liability, claim, damage or expense (including the reasonable cost of
investigating and defending against the same and any counsel fees reasonably
incurred in connection therewith) incurred by any Indemnitees under the
Securities Act or under common law or otherwise which arise out of or are based
upon (1) any untrue or alleged untrue statement of a material fact contained in
information furnished by the Distributor to the Fund for use in the Fund's
registration statement, Prospectus, or annual or interim reports to
shareholders, (2) any omission or alleged omission to state a material fact in
connection with such information furnished by the Distributor to the Fund which
is required to be stated in any of such documents or necessary to make such
information not misleading, (3) any misrepresentation or omission or alleged
misrepresentation or omission to state a material fact on the part of the
Distributor or any agent or employee of the Distributor or any other person for
whose acts the Distributor is responsible, unless such misrepresentation or
omission or alleged misrepresentation or omission was made in reliance on
written information furnished by the Fund, or (4) the willful misconduct or
failure to exercise reasonable care and diligence on the part of any such
persons with respect to services rendered under this Agreement.
In case any action shall be bought against any Indemnitee, the Distributor shall
not be liable under its indemnity agreement contained in this paragraph with
respect to any claim made against any Indemnitee, unless the Indemnitee shall
have notified the Distributor in writing within a reasonable time after the
summons or other first legal process giving information of the nature of the
claim shall have been served upon the Indemnitee (or after the Indemnitee shall
have received notice of such service on any designated agent), but failure to
notify the Distributor or any such claim shall not relieve it from any liability
which it may have to the person against whom such action is brought otherwise
than on account of its indemnity agreement contained in this paragraph. The
Distributor will be entitled to participate at its own expense in the defense,
or, if it so elects, to assume the defense of any suit brought to enforce any
such liability, but if the Distributor elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to the
Indemnitees which are defendants in the suit. In the event the Distributor
elects to assume the defense of any such suit and retain such counsel, the
Indemnitees which are defendants in the suit shall bear the fees and expenses of
any additional counsel retained by them, but, in case the Distributor does not
elect to assume the defense of any such suit the Distributor will reimburse the
Indemnitees which are defendants in the suit for the reasonable fees and
expenses of any counsel retained by them.
The Distributor shall promptly notify the Fund of the commencement of any
litigation or proceedings in connection with the issuance or sale of the shares.
Section 8. Duration and Termination of This Agreement.
(a) This Agreement shall become effective as of the date first above written and
shall continue in effect with respect to the shares of each Portfolio so long as
such continuation is specifically approved at least annually (i) by the Board of
Trustees of the Fund or by the vote of a majority of
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the outstanding voting securities of that Portfolio and (ii) by a vote of a
majority of those Trustees who are not interested persons of any party to this
Agreement and have no direct or indirect financial interest in the Fund's Rule
12b-1 Plan or in any agreement related to such Plan, cast in person at a meeting
called for the purpose of voting upon such approval.
(b) This Agreement may be terminated with respect to the shares of any or all
Portfolios, without payment of any penalty:
(i) by vote of a majority of the Trustees who are not interested persons
of any party to this Agreement and have no direct or indirect
financial interest in the Fund's Rule 12b-1 Plan or in any agreement
related to such Plan,
(ii) by vote of a majority of the outstanding voting securities of the
affected Portfolio, or
(iii) by the Distributor,
in each case, effective on sixty days' written notice to the other party. This
Agreement shall automatically terminate as to any Portfolio in the event of its
assignment with respect to that Portfolio.
(c) The terms "assignment," "vote of a majority of the outstanding voting
securities" and "interested person," when used in this Agreement, shall have the
respective meanings specified in the Investment Company Act, subject to such
exemptions or interpretations as may be granted or issued by the Securities and
Exchange Commission.
Section 9. Governing Law.
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the Investment
Company Act.
Section 10. Certain Amendments.
Any amendment to this Agreement shall be effective as to a Portfolio only if it
has been approved as to that Portfolio by the Board of Trustees of the Fund,
including a majority of those Trustees who are not parties to this Agreement or
interested persons of any such party, in person at a meeting called for the
purpose of voting upon such approval.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
METROPOLITAN SERIES FUND II
By:____________________________________
Name:
Title:
STATE STREET RESEARCH INVESTMENT SERVICES, INC.
By: ____________________________________
Name:
Title:
A copy of the Agreement and Declaration of Trust establishing
Metropolitan Series Fund II is on file with the Secretary of State of The
Commonwealth of Massachusetts, and notice is hereby given that this Agreement is
executed on behalf of the Fund by officers of the Fund as officers and not
individually and that obligations of or arising out of this Agreement are not
binding upon any of the Trustees, officers or shareholders individually but are
binding only upon the assets and property of the Fund.
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Schedule A
MetLife Stock Index Portfolio II
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