PURCHASE AGREEMENT
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MetLife - State Street Tax-Exempt 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 ("MLSSISI"), hereby agree
with each other as follows:
1. The Trust hereby offers MLSSISI and MLSSISI hereby purchases: one
share of beneficial interest (par value $.001) in the Trust's New York Tax-Free
series (the "Shares"), at a price of $7.40 per share. The Trust hereby
acknowledges receipt from MLSSISI of payment in full for the Shares.
2. MLSSISI 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 Tax-Exempt Trust" and "Trustees of
MetLife - State Street Tax-Exempt 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, 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 Tax-Exempt 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 each Fund
of the Trust shall be solely and exclusively responsible for the payment of its
debts, liabilities and obligations and that no other Fund shall be responsible
or liable for the same.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 29th day of June, 1989.
METLIFE - STATE STREET
TAX-EXEMPT TRUST
ATTEST:
/s/ Xxxxxxxxxxx Xxxxxxxx, Xx. /s/ Xxxxxxx X. Xxxxx, Xx.
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METLIFE - STATE STREET
ATTEST: INVESTMENT SERVICES, INC.
/s/ Xxxxxxxxxxx Xxxxxxxx, Xx. /s/ Xxxxx X. XxXxxx
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June 29, 0000
XxxXxxx - Xxxxx Xxxxxx Tax-Exempt Trust
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Gentlemen:
In connection with your sale to us today of one share(s) of beneficial
interest of MetLife - State Street New York Tax-Free Fund (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 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 New York Tax-Free
Fund, 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.
METLIFE - STATE STREET
INVESTMENT SERVICES, INC.
By: /s/ Xxxxx X. XxXxxx
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President
