Exhibit (13)(a)
PURCHASE AGREEMENT
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MetLife-State Street Investment Trust, an unincorporated association of
the type commonly referred to as a business trust organized under the laws of
the Commonwealth of Massachusetts (the "Trust"), and State Street Research &
Management Company, a Delaware corporation ("SSRM"), hereby agree with each
other as follows:
1. The Trust hereby offers SSRM and SSRM hereby purchases: one (1)
share of beneficial interest (no par value) in the Trust's High Income Fund and
one (1) share of beneficial interest (no par value) in the Trust's Government
Securities Fund (collectively, the "Shares"), in each case at a price of $10.00
per Share. The Trust hereby acknowledges receipt from SSRM of payment in full
for the Shares.
2. SSRM represents and warrants to the Trust that the Shares are being
acquired for investment purposes and not with a view to the distribution
thereof, except that it is understood that SSRM may transfer the Shares to
MetLife-State Street Management Company, Inc., its wholly-owned subsidiary (the
"Adviser"), upon the organization of the Adviser and receipt from the Adviser of
appropriate investment representations.
3. The names "MetLife-State Street Investment Trust" and "Trustees of
MetLife-State Street Investment 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 December 23,
1985, as amended (the "Declaration"), 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 Investment 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
Trust 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 23rd day of December, 1985.
METLIFE-STATE STREET
INVESTMENT TRUST
ATTEST:
/s/ Xxxxxxxxxxx Xxxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Xxxxxxxxxxx Xxxxxxxx, Xx. Xxxxxxx X. Xxxxx, Xx.
Secretary President
STATE STREET RESEARCH &
MANAGEMENT COMPANY
ATTEST:
/s/ Xxxxxxxxxxx Xxxxxxxx, Xx. By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxxxxxxx Xxxxxxxx, Xx.
Secretary
December 23, 0000
XxxXxxx-Xxxxx Xxxxxx Investment Trust
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Gentlemen:
In connection with your sale to us today of two (2) shares of
beneficial interest in MetLife-State Street Investment Trust (the "Shares")
(representing one (1) share of the MetLife-State Street High Income Fund and one
(1) share of the MetLife-State Street Government Securities Fund), 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,
except that it is understood that we may transfer the Shares to MetLife-State
Street Management Company, Inc., our wholly-owned subsidiary (the "Adviser"),
upon the organization of the Adviser and receipt of investment representations
from the Adviser identical in substance to the foregoing. 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 Investment Trust or as
contemplated by the immediately preceding sentence, 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.
STATE STREET RESEARCH &
MANAGEMENT COMPANY
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Xxxxxxx X. Xxxxx, Xx.
President
July 16, 0000
XxxXxxx-Xxxxx Xxxxxx Income Trust
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Gentlemen:
In connection with your transfer to us today of two (2) shares of
beneficial interest in MetLife-State Street Income Trust (the "Shares")
(representing one (1) share of the MetLife-State Street High Income Fund series
and one (1) share of the MetLife-State Street Government Securities Fund
series), we understand that: (i) the Shares have not been registered under the
Securities Act of 1933, as amended (the "1933 Act"); (ii) your transfer of the
Shares to us is made in reliance on such transfer 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 sale 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 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/ Xxxxxxx X. Xxxx
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