Supplement No. 3 dated November 1, 1997
(Supplanting Supplement No. 2 dated September 16, 1997)
to
Prospectus dated February 1, 1997
for
STATE STREET RESEARCH AURORA FUND
a series of State Street Research Capital Trust
Availability of Shares
The Distributor anticipates that shares of the Fund will not be available
for purchase by new investors after the Fund's total assets reach $600 million.
No further notice or supplement to this Prospectus will be provided in the event
shares are no longer offered to new investors. Investors are advised to contact
their financial professional or the Distributor for further information as to
the Fund's availability.
At the time of the Fund's closing, shares of the Fund will be
available only to existing shareholders of the Fund through reinvestment of
dividends and distributions, additional investments or exchanges into their
existing accounts.
As stated in the Prospectus, the Fund reserves the right to accept new
investments or suspend the sale of shares from time to time. The offering of
shares will be determined on the basis of the Fund's ability to effectively
manage the addition of new investments in accordance with the Fund's investment
strategy. Management of the Fund can be affected by the limited availability of
small capitalization value stocks and changes in related market conditions,
among other factors.
Purchase of Shares -- Methods of Purchase -- Minimum Investment
The minimum initial investment in the Fund has been increased from $25,000
to $100,000.
Accordingly, the items "By Wire" and "All Other" of the "Minimum Initial
Investment" chart on page 10 of the Prospectus are revised to reflect the
increased $100,000 minimum initial investment instead of the stated $25,000
minimum initial investment.
Share Class Designations
The Fund has redesignated its share classes to be more consistent with
developing mutual fund industry practice. The changes do not affect sales
charges or any other share class features. Throughout this Prospectus:
Former Redesignated
Class Class
----- -----
Class C is now Class S
Class D is now Class C
The designations for Class A and Class B are unchanged.
Class S Shares
The sub-caption "Class C Shares--Institutional; No Sales Charge" is
revised to read "Class S Shares--Special Programs; No Sales Charge" and the
second paragraph under the caption is revised in its entirety to read as
follows:
"In general, Class S shares are available for new investments by certain
large institutions, advisory accounts of the Investment Manager, and
employee benefit plans which acquire shares through programs or products
sponsored by Metropolitan Life Insurance Company ("Metropolitan") and/or its
affiliates, for which Class S shares have been designated. In addition,
Class S shares are available through special programs under which, for
example, investors pay an asset-based fee and/or a transaction fee to
intermediaries. Class S share availability is determined by the Distributor
and intermediaries based on overall direct and indirect costs of a
particular program, expected assets, account sizes and similar
considerations. Information on the availability of Class S shares and
further conditions and limitations is available from the Distributor."
Throughout this Prospectus, references to Class C shares (to be
redesignated as Class S) should be read to give effect to the above revisions
regarding the availability of such shares.
