Exhibit (l)(h)
Seventh Supplementary Stock Purchase Agreement
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Agreement between Metropolitan Life Insurance Company (hereinafter
"Metropolitan"), a mutual life insurance company existing under and by virtue of
the laws of the State of New York and Metropolitan Series Fund, Inc.
(hereinafter the "Fund"), a corporation organized and existing under and by
virtue of the laws of the State of Maryland.
In consideration of the mutual promises set forth herein, the parties agree as
follows:
1. The Fund agrees to sell to Metropolitan and Metropolitan agrees to
purchase for the aggregate amount of $ 112,000,000, 11,200,000 shares of Common
Stock, $.01 Par Value, of the Fund (hereinafter the "Stock") as follows:
500,000 Shares of Stock of the Neuberger&Berman Partners Mid Cap Value
Portfolio
200,000 Shares of Stock of the X. Xxxx Price Large Cap Growth Portfolio
500,000 Shares of Stock of the Xxxxxx Oakmark Large Cap Value Portfolio
5,000,000 Shares of Stock of the Xxxxxx Brothers Aggregate Bond Index Portfolio
3,000,000 Shares of Stock of the Xxxxxxx 2000 Index Portfolio
2,000,000 Shares of Stock of the Xxxxxx Xxxxxxx EAFE Index Portfolio
2. Metropolitan acknowledges that the Stock has not been registered under any
state or federal securities laws and that, therefore, the Fund is relying on
certain exemptions therein from such registration requirements, including
exemptions dependent on the intent of the undersigned in acquiring the Stock.
Metropolitan also understands that any resale of the Stock, or any part thereof,
may be subject to restrictions under state and federal securities laws, and that
Metropolitan may be required to bear the economic risk of an investment in the
Stock for an indefinite period of time.
3. Metropolitan represents and warrants that it is acquiring the Stock solely
for its own account and solely for investment purposes and not with a view to
the resale or disposition of all or any part thereof, and that it has no present
plan or intention to sell or otherwise dispose of the Stock or any part thereof;
and
4. Metropolitan agrees that it will not sell or dispose of the Stock or any
part thereof unless registration statements with respect to such Stock are then
in effect under the Securities Act of 1933 and under any applicable state
securities laws or unless the undersigned shall have delivered to the Fund an
opinion of counsel acceptable to the Fund, in form and substance acceptable to
the Fund, that no such registration is necessary.
IN WITNESS THEREOF, the parties hereto have executed this Agreement by their
duly authorized representatives this 9th day of November, 1998.
Metropolitan Life Insurance Company Metropolitan Series Fund, Inc.
By s/Xxxxxxx X. Xxxxxxx By s/Xxxxxxxxxxx X. Xxxxxxxx
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Title Executive Vice-President Title President
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