EXHIBIT (13)(a)
PURCHASE AND EXCHANGE AGREEMENT
State Street Money Market Fund, 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 two (2) shares of
beneficial interest (no par value) in the Trust in each case at a price of $1.00
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 receipt of appropriate investment representations.
3. The parties acknowledge and agree that the Trust intends to file an
Amended and Restated Master Trust Agreement pursuant to which the Trust will
establish two series of shares, $.001 par value per share, designated the
"MetLife - State Street U.S. Government Fund" and the "MetLife - State Street
Money Market Fund." The undersigned hereby agrees to exchange, and the Trust
hereby agrees to issue, one Share for a share of the MetLife - State Street U.S.
Government Fund and one Share for a share of the MetLife - State Street Money
Market Fund upon establishment of the same.
4. The names "State Street Money Market Fund" and "Trustees of State Street
Money Market Fund" 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 Declaration of
Trust dated April 30, 1985 (the "Declaration"), as the same may hereafter be
amended or restated, 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 "State Street Money Market
Fund" 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 27th day of February, 1986.
STATE STREET MONEY MARKET
FUND
ATTEST:
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇.
Secretary
STATE STREET RESEARCH &
MANAGEMENT COMPANY
ATTEST:
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇.
Secretary
February 27, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Money Market Fund
One Financial Center
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Gentlemen:
In connection with your sale to us today of two (2) shares of beneficial
interest in State Street Money Market Fund (the "Shares"), we understand that:
(i) following conversion of State Street Money Market Fund to a series company
operating under the name "MetLife - State Street Money Market Trust" the Shares
will be exchanged for one share of the MetLife - State Street U.S. Government
Fund and one share of the MetLife - State Street Money Market Fund, which shares
shall be deemed within the definition of the "Shares" herein; (ii) the Shares
have not been registered under the Securities Act of 1933, as amended (the "1933
Act"); (iii) 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; (iv) 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. 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 Money Market 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
President
