EXHIBIT (13)(b)
PURCHASE AGREEMENT
MetLife - State Street Money Market 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 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 One Hundred
Thousand (100,000) shares of beneficial interest (par value $.001) in the
Trust's Money Market Fund (the "Shares"), at a price of $1.00 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 Money Market Trust" and "Trustees of
MetLife - State Street Money Market Trust" refer, respectively, to the Trust and
the Trustees of the Trust, as trustees but no individually or personally, acting
from time to time under the Trust's Amended and Restated Declaration of Trust
dated February 27, 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 Money Market 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. The Amended and Restated 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 16th day of July, 1986.
METLIFE - STATE STREET
MONEY MARKET TRUST
ATTEST:
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Secretary President
METLIFE - STATE STREET
INVESTMENT SERVICES, INC.
ATTEST:
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Secretary Senior Vice President
July 16, 1986
MetLife - State Street Money Market Trust
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Gentlemen:
In connection with your sale to us today of One Hundred Thousand (100,000)
shares of beneficial interest in the MetLife - State Street Money Market Fund
series of MetLife - State Street Money Market 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
Money Market 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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