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 ("Investment
Services"), hereby agree with each other as follows:
1. The Trust hereby offers Investment Services and Investment Services
hereby purchases: one (l) share of beneficial interest (par value $.001) in the
Trust's Government Securities Income Fund (the "Share"), at a price of $10.00
per Share. The Trust hereby acknowledges receipt from Investment Services of
payment in full for the Share.
2. Investment Services 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 12, 1986, 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
MetLife - State Street Government Securities Income Fund shall be solely and
exclusively responsible for the payment of its debts, liabilities and
obligations and that no other fund of the trust, if any, shall be responsible or
liable for the same.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 19th day of November, 1986.
METLIFE - STATE STREET
FIXED INCOME TRUST
ATTEST:
/s/ Xxxxxxxxxxx Xxxxxxxx, Xx. By: /s/ Xxxxxxx X. Xxxxx, Xx.
METLIFE - STATE STREET
INVESTMENT SERVICES, INC.
ATTEST:
/s/ Xxxxxxxxxxx Xxxxxxxx, Xx. By: /s/ Xxxxx X. XxXxxx
President
-2-
November 19, 0000
XxxXxxx - Xxxxx Xxxxxx Fixed Income Trust
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Gentlemen:
In connection with your sale to us today of one (1) share of beneficial
interest in the MetLife - State Street Government Securities Income Fund of the
MetLife - State Street Fixed Income Trust (the "Shares"), we understand that:
(i) the Share has not been registered under the Securities Act of 1933, as
amended (the "1933 Act"); (ii) your sale of the Share 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 Share 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 Share or any interest therein, except upon
repurchase or redemption by MetLife-State Street Fixed Income Trust or as
contemplated by the immediately preceding sentence, unless and until the Share
has 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
President
