PURCHASE AGREEMENT
MetLife - State Street Fixed Income Trust (the "Trust"), an unincorporated
association of the type commonly referred to as a business trust organized under
the laws of the Commonwealth of Massachusetts and MetLife - State Street
Investment Services, Inc., a Massachusetts corporation ("MLSSIS"), hereby agree
with each other as follows:
1. The Trust hereby offers MLSSIS and MLSSIS hereby purchases: 8,000
shares of beneficial interest (par value $.00l) in the Trust's Government Income
Fund, at a price of $12.5O per Share. The Trust hereby acknowledges receipt from
MLSSIS of payment in full for the Shares.
2. MLSSIS represents and warrants to the Trust that the Shares are
being acquired for investment purposes and not with a view to the distribution
thereof.
3. The names "MetLife - State Street Fixed Income Trust" and "Trustees
of MetLife - State Street Fixed Income Trust" refer, respectively, to the Trust
and the Trustees of the Trust, as trustees but not individually or personally,
acting from time to time under the Trust's Agreement and Declaration of Trust
dated November 19, 1986, as amended, which is hereby referred to and a copy of
which is on file at the office of the Secretary of the Commonwealth of
Massachusetts and the principal office of the Trust. The obligations of
"MetLife-
State Street Fixed Income Trust" entered into in the name or on behalf thereof
by any of the Trustees, representatives or agents of the Trust are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, holders of shares of beneficial interest or representatives of the
Trustees personally, but bind only the trust estate, and all persons dealing
with the Trust must look solely to the trust property for the enforcement of
any claims against the Trust. The Agreement and Declaration of Trust of the
Trust further provides, and it is expressly agreed, that the Fund of the Trust
shall be solely and exclusively responsible for the payment of its debts,
liabilities and obligations and that no other Fund subsequently established
under the Trust shall be responsible or liable for the same.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 3rd day of February, 1987.
METLIFE - STATE STREET
FIXED INCOME TRUST
ATTEST:
/s/ Xxxxxxxxxxx Xxxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxx, Xx.
Xxxxxxxxxxx Xxxxxxxx, Xx. Xxxxxxx X. Xxxxx, Xx.
Secretary President
METLIFE - STATE STREET
INVESTMENT SERVICES, INC.
ATTEST:
/s/ Xxxxxxxxxxx Xxxxxxxx, Xx. By: /s/ Xxxxx X. XxXxxx
Xxxxxxxxxxx Xxxxxxxx, Xx.
Clerk
February 3, 0000
XxxXxxx - Xxxxx Xxxxxx Fixed Income Trust
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Gentlemen:
In connection with your sale to us today of 8,000 shares of beneficial
interest in the MetLife - State Street Government Income Fund of MetLife - State
Street Fixed Income Trust (the "Shares"), we understand that: (i) the Shares
have not been registered under the Securities Act of 1933, as amended (the "1933
Act"); (ii) your sale of the Shares to us is made in reliance on such sale being
exempt under Section 4(2) of the 1933 Act as not involving any public offering;
and (iii) in part, your reliance on such exemption is predicated on our
representation, which we hereby confirm, that we are acquiring the Shares for
investment for our own account as the sole beneficial owner thereof, and not
with a view to or in connection with any resale or distribution of any or all of
the Shares or of any interest therein. We hereby agree that we will not sell,
assign or transfer the Shares or any interest therein, except upon repurchase or
redemption by MetLife-State Street Fixed Income Trust, unless and until the
Shares have been registered under the 1933 Act or you have received an opinion
of your counsel indicating to your satisfaction that said sale, assignment or
transfer will not violate the provisions of the 1933 Act or any rules or
regulations promulgated thereunder.
This letter is intended to take effect as an instrument under seal,
shall be construed under the laws of the Commonwealth of Massachusetts, and is
delivered at Boston, Massachusetts, as of the date above written.
METLIFE - STATE STREET
INVESTMENT SERVICES, INC.
By: /s/ Xxxxx X. XxXxxx
