As filed with the Securities and Exchange Commission on July 28, 1995
Securities Act of 1933 Registration No. 2-97506
Investment Company Act of 1940 File No. 811-4295
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|
Pre-Effective Amendment No. |_|
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Post-Effective Amendment No. 10 |X|
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|
Amendment No. 14 |X|
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METLIFE - STATE STREET MONEY MARKET TRUST
-----------------------------------------
(Exact Name of Registrant as Specified in Charter)
One Financial Center, Boston, Massachusetts 02111
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (617) 357-1200
Francis J. McNamara, III
Senior Vice President, Secretary & General Counsel
State Street Research & Management Company
One Financial Center
Boston, Massachusetts 02111
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(Name and Address of Agent for Service)
Copies of Communications to:
Donald J. Evans, P.C.
Edward T. O'Dell, P.C.
Goodwin, Procter & Hoar
Exchange Place
Boston, Massachusetts 02109
It is proposed that this filing will become effective under Rule 485:
|_| Immediately upon filing pursuant to paragraph (b).
|X| On August 1, 1995 pursuant to paragraph (b).
|_| 60 days after filing pursuant to paragraph (a)(1).
|_| On ______________ pursuant to paragraph (a)(1).
|_| 75 days after filing pursuant to paragraph (c)(2).
|_| On ______________ pursuant to paragraph (a)(2).
If appropriate, check the following box:
|_| This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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The Registrant hereby declares that, pursuant to Rule 24f-2 promulgated
under the Investment Company Act of 1940, as amended, it has registered an
indefinite number of shares of beneficial interest, par value $.001 per share,
in the MetLife - State Street Research Money Market Fund series of the
Registrant, which shares are designated as Class B shares, Class C shares, Class
D shares and Class E shares.
A Rule 24f-2 Notice for the fiscal year ended March 31, 1995 was filed by
the Registrant on or about May 31, 1995 with respect to such shares.
================================================================================
<PAGE>
The Registrant, MetLife - State Street Money Market Trust, expects to
change its name to State Street Research Money Market Trust immediately prior to
the effectiveness of this Post-Effective Amendment.
MetLife - State Street Research Money Market Fund, a series of the
Registrant, expects to change its name to State Street Research Money Market
Fund immediately prior to the effectiveness of this Post-Effective Amendment.
(i)
<PAGE>
CROSS REFERENCE SHEET
Pursuant to Rule 481(a)
Part A
------
CAPTION OR
FORM N-1A ITEM NO. LOCATION IN PROSPECTUS
- ------------------ ----------------------
1. Cover Page ................ Same
2. Synopsis .................. Table of Expenses
3. Condensed Financial Infor-
mation .................... Financial Highlights; Yield Information;
Calculation of Performance Data
4. General Description of
Registrant ................ The Fund's Investments; Limiting
Investment Risk; The Fund and its
Shares; Other Investment Practices
5. Management of the Fund .... Management of the Fund; Purchase of
Shares
5A. Management's Discussion
of Fund Performance ....... Not Applicable
6. Capital Stock and Other
Securities ................ Shareholder Services; The Fund and its
Shares; Management of the Fund;
Dividends and Distributions; Taxes
7. Purchase of Securities
Being Offered ............. Purchase of Shares; Shareholder Services
8. Redemption or Repurchase .. Redemption of Shares; Shareholder
Services
9. Legal Proceedings ......... Not Applicable
(ii)
<PAGE>
Part B
CAPTION OR LOCATION
IN STATEMENT OF
FORM N-1A ITEM NO. ADDITIONAL INFORMATION
- ------------------ ----------------------
10. Cover Page................. Same
11. Table of Contents ......... Same
12. General Information and
History ................... Not Applicable
13. Investment Objectives and
Policies .................. Additional Investment Policies and
Restrictions; Money Market Instruments;
Debt Securities Ratings; Additional
Information Concerning Certain
Investment Techniques; Portfolio
Transactions
14. Management of the Regis-
trant ..................... Trustees and Officers
15. Control Persons and
Principal Holders of
Securities ................ Trustees and Officers
16. Investment Advisory and
Other Services ............ Investment Advisory Services; Custodian;
Independent Accountants; Distribution of
Shares of the Fund
17. Brokerage Allocation ...... Portfolio Transactions
18. Capital Stock and Other
Securities ................ Not Applicable (Description in Prospectus)
19. Purchase, Redemption and
Pricing of Securities
Being Offered ............. Purchase and Redemption of Shares; Net
Asset Value
20. Tax Status ................ Certain Tax Matters
21. Underwriters .............. Distribution of Shares of the Fund
22. Calculation of Performance
Data ...................... Calculation of Performance Data
23. Financial Statements ...... Financial Statements
(iii)
<PAGE>
STATE STREET RESEARCH
MONEY MARKET FUND
Prospectus
August 1, 1995
The investment objective of State Street Research Money Market Fund (the
"Fund") is to seek a high level of current income consistent with preservation
of capital and maintenance of liquidity by investing in securities issued or
guaranteed as to principal and interest by the U.S. Government or its agencies
or instrumentalities as well as high quality, short-term money market
instruments such as bank certificates of deposit, bankers' acceptances and
such short-term corporate debt securities as commercial paper and master
demand notes.
As of March 31, 1995, the Fund's investments consisted predominantly of
corporate debt securities. The Investment Manager presently anticipates that
it will continue to emphasize such securities in managing the Fund's
portfolio.
State Street Research & Management Company serves as investment adviser for
the Fund (the "Investment Manager"). As of May 31, 1995, the Investment
Manager had assets of approximately $25.7 billion under management. State
Street Research Investment Services, Inc. serves as distributor (the
"Distributor") for the Fund.
Shareholders may have their shares redeemed directly by the Fund at the net
asset value next determined on the basis of amortized cost after the
Application and payment are received and accepted on behalf of the Fund, plus
the applicable contingent deferred sales charge, if any; redemptions processed
through securities dealers may be subject to processing charges. The Fund will
invest in U.S. dollar-denominated high quality securities having remaining
maturities of thirteen months or less and will maintain a dollar-weighted
average portfolio maturity of 90 days or less. The Fund follows these policies
in seeking to maintain a constant net asset value of $1.00 per share. The
Fund's net asset value is determined on each business day as of 12 noon and as
of the close of trading on the New York Stock Exchange (the "NYSE").
This Prospectus sets forth concisely the information a prospective investor
ought to know about the Fund before investing. It should be retained for
future reference. A Statement of Additional Information about the Fund dated
August 1, 1995 has been filed with the Securities and Exchange Commission and
is incorporated by reference in this Prospectus. It is available, at no
charge, upon request to the Fund at the address indicated on the back cover or
by calling 1-800-562-0032.
The Fund is a diversified series of State Street Research Money Market
Trust (the "Trust"), an open-end management investment company.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
Table of Contents Page
- ---------------------------------------
Table of Expenses 3
Financial Highlights 5
Yield Information 6
The Fund's Investments 6
Limiting Investment Risk 7
Purchase of Shares 8
Redemption of Shares 14
Shareholder Services 16
The Fund and its Shares 19
Management of the Fund 20
Dividends and Distributions; Taxes 21
Other Investment Practices 22
Calculation of Performance Data 22
- ---------------------------------------
<PAGE>
The Fund offers multiple classes of shares which may be purchased at the
next determined net asset value per share plus, in the case of Class B and
Class D shares only, a sales charge which is imposed on a deferred basis.
Class B and Class D shares are offered solely in connection with exchanges
from Eligible Funds. Only Class C and Class E shares are offered for direct
purchase. See "Purchase of Shares--Alternative Purchase Program" and
"Shareholder Services--Exchange Privilege."
Class B shares are subject to (i) a contingent deferred sales charge
(declining from 5% to 2%), which will be imposed on most redemptions made
within five years of purchase and (ii) annual distribution and service fees of
1% of the average daily net asset value of such shares. Class B shares
automatically convert into Class E shares (which pay lower ongoing expenses)
at the end of eight years after purchase. No contingent deferred sales charge
applies after the fifth year following the purchase of Class B shares.
Class C shares are only offered to certain employee benefit plans and large
institutions. No sales charge is imposed at the time of purchase or redemption
of Class C shares. Class C shares do not pay any distribution or service fees.
Class D shares are subject to (i) a contingent deferred sales charge of 1%
if redeemed within one year following purchase and (ii) annual distribution
and service fees of 1% of the average daily net asset value of such shares.
Class E shares are not subject to any initial or contingent deferred sales
charges. Class E shares do not pay any distribution or service fees.
2
<PAGE>
<TABLE>
<CAPTION>
Table of Expenses
- -----------------------------------------------------------------------------------------------------
Class B Class C Class D Class E
------- ------- ------- -------
<S> <C> <C> <C> <C>
Shareholder Transaction Expenses (1)
Maximum Sales Charge Imposed on Purchases (as a percentage
of offering price) None None None None
Maximum Sales Charge Imposed on Reinvested Dividends (as a
percentage of offering price) None None None None
Maximum Deferred Sales Charge (as a percentage of original
purchase price or redemption proceeds, as applicable) 5% None 1% None
Redemption Fees (as a percentage of amount redeemed,
if applicable) None None None None
Exchange Fees None None None None
</TABLE>
- -------------------
(1) The maximum 5% contingent deferred sales charge on Class B shares applies
to redemptions during the first year after purchase; the charge declines
thereafter and no contingent deferred sales charge is imposed after the
fifth year. Class D shares are subject to a 1% contingent deferred sales
charge on any portion of the purchase redeemed within one year of the
sale. Long-term investors in a class of shares with a distribution fee
may, over a period of years, pay more than the economic equivalent of a
maximum sales charge permissible under applicable rules. See "Purchase of
Shares."
<TABLE>
<CAPTION>
Class B Class C Class D Class E
------- ------- ------- -------
<S> <C> <C> <C> <C>
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees 0.50% 0.50% 0.50% 0.50%
12b-1 Fees 1.00% None 1.00% None
Other Expenses 0.81% 0.81% 0.81% 0.81%
Less Voluntary Reduction (0.56%) (0.56%) (0.56%) (0.56%)
------- ------- ------- -------
Total Fund Operating Expenses (after voluntary reduction) 1.75% 0.75% 1.75% 0.75%
======= ======= ======= =======
</TABLE>
Example:
You would pay the following expenses on a $1,000 investment assuming (1) 5%
annual return and (2) redemption of the entire investment at the end of each
time period:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Class B shares (1) $68 $85 $115 $180
Class C shares $ 8 $24 $ 42 $ 93
Class D shares $28 $55 $ 95 $206
Class E shares $ 8 $24 $ 42 $ 93
</TABLE>
You would pay the following expenses on the same investment, assuming no
redemption:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Class B shares (1) $18 $55 $95 $180
Class D shares $18 $55 $95 $206
</TABLE>
- -------------------
(1) Ten-year figures assume conversion of Class B shares to Class E shares at
the end of eight years.
The example should not be considered as a representation of past or future
return or expenses. Actual return or expenses may be greater or less than
shown.
3
<PAGE>
The purpose of the table above is to assist the investor in understanding
the various costs and expenses that an investor will bear directly or
indirectly. The percentage expense levels shown in the table above are based
on experience with expenses during the fiscal year ended March 31, 1995;
actual expense levels for the current fiscal year and future years may vary
from the amounts shown. The table does not reflect charges for optional
services elected by certain shareholders, such as the $7.50 fee for remittance
of redemption proceeds by wire. For further information on sales charges, see
"Purchase of Shares--Alternative Purchase Program"; for further information on
management fees, see "Management of the Fund"; and for further information on
12b-1 fees, see "Purchase of Shares--Distribution Plan."
The Fund has been advised that the Distributor and its affiliates may from
time to time and in varying amounts voluntarily assume some portion of fees or
expenses relating to the Fund. For the fiscal year ended March 31, 1995, Total
Fund Operating Expenses as a percentage of average net assets of Class B,
Class C, Class D and Class E shares of the Fund would have been 2.16%, 1.07%,
2.30% and 1.31%, respectively, in the absence of the voluntary assumption of
fees or expenses by the Distributor and its affiliates, which amounted to
0.41%, 0.32%, 0.55% and 0.56% of average net assets of each of the Class B,
Class C, Class D and Class E shares of the Fund, respectively. The amount of
fees or expenses assumed during the fiscal year ended March 31, 1995 differed
among classes because of fluctuating relative levels of assets in each class,
expenses before reimbursement which may not be constant over time and
designation of share classes during the period. The Fund expects the
subsidization of fees or expenses to continue in the current year, although it
cannot give complete assurance that such assistance will be received.
4
<PAGE>
Financial Highlights
The data set forth below has been audited by Price Waterhouse LLP,
independent accountants, and their report thereon for the latest five years
is included in the Statement of Additional Information. For further
information about the performance of the Fund, see the Fund's Annual Report
which appears under the caption "Financial Statements" in the Statement of
Additional Information.
<TABLE>
<CAPTION>
Class E
---------------------------------------------------------------------------------------------------
August 25, 1986
Year ended March 31 (Commencement of
----------------------------------------------------------------------------------- Operations) to
1995 1994 1993 1992 1991 1990 1989 1988 March 31, 1987
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of year $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
Net investment income* .042 .025 .028 .048 .072 .083 .074 .062 .032
Dividends from net investment
income (.042) (.025) (.028) (.048) (.072) (.083) (.074) (.062) (.032)
------- ------- ------- ------- ------- ------- ------- ------- -------
Net asset value, end of year $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
======= ======= ======= ======= ======= ======= ======= ======= =======
Total return 4.31%+ 2.48%+ 2.88%+ 4.85%+ 7.47%+ 8.61%+ 7.68%+ 6.32%+ 3.25%+++
Net assets at end of year (000s) $150,491 $138,129 $149,831 $168,088 $185,839 $122,002 $63,711 $59,952 $19,725
Ratio of operating expenses to
average net assets* 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.77% 0.80% 0.75%++
Ratio of net investment income
to average net assets* 4.26% 2.46% 2.84% 4.77% 7.21% 8.23% 7.44% 6.16% 5.33%++
- ---------------
* Reflects voluntary assumption
of fees or expenses per share
in each year $.006 $.003 $.001 $.001 $.002 $.003 $.003 $.002 $.002
</TABLE>
++Annualized.
+Total return figures do not reflect any front-end or contingent deferred
sales charges. Total return would be lower if the Distributor and its
affiliates had not voluntarily assumed a portion of the Fund's expenses.
+++Represents aggregate return for the period without annualization and does
not reflect any front-end or contingent deferred sales charges.
Total return would be lower if the Distributor and its affiliates had not
voluntarily assumed a portion of the Fund's expenses.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class B Class C Class D
-------------------------- --------------------------- ---------------------------
Year ended Year ended Year ended
March 31, 1995 1994** March 31, 1995 1994** March 31, 1995 1994**
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
Net investment income* .032 .012 .042 .021 .032 .013
Dividends from net investment income (.032) (.012) (.042) (.021) (.032) (.013)
------ ------ ------ ------ ------ ------
Net asset value, end of year $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
====== ====== ====== ====== ====== ======
Total return 3.27%+ 1.27%+++ 4.31%+ 2.08%+++ 3.28%+ 1.30%+++
Net assets at end of year (000s) $9,322 $3,028 $7,886 $1,786 $ 842 $ 174
Ratio of operating expenses to average net
assets* 1.75% 1.75%++ 0.75% 0.75%++ 1.75% 1.75%++
Ratio of net investment income to average
net assets* 3.53% 1.54%++ 4.66% 2.54%++ 3.30% 1.54%++
- ---------------
* Reflects voluntary assumption of fees or
expenses per share in each year $ .004 $ .007 $ .003 $ .006 $ .005 $ .002
**June 1, 1993 (commencement of share class designations) to March 31, 1994.
++Annualized.
+Total return figures do not reflect any front-end or contingent deferred
sales charges. Total return would be lower if the Distributor and its
affiliates had not voluntarily assumed a portion of the Fund's expenses.
+++Represents aggregate return for the period without annualization and does
not reflect any front-end or contingent deferred sales charges. Total return
would be lower if the Distributor and its affiliates had not voluntarily
assumed a portion of the Fund's expenses
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
Yield Information
For the seven-day period ended March 31, 1995, the simple annualized yield of
the Fund's Class B, Class C, Class D and Class E shares was 4.40%, 5.40%,
4.40% and 5.40%, respectively; the compounded effective yield of the Fund's
Class B, Class C, Class D and Class E shares was 4.50%, 5.55%, 4.50% and
5.55%, respectively; and the Fund had a weighted average maturity of
investments of 29.0 days.
The Fund's Investments
The Fund's investment objective is to seek a high level of current income
consistent with preservation of capital and maintenance of liquidity by
investing in securities issued or guaranteed as to principal and interest by
the U.S. Government or its agencies or instrumentalities as well as
high-quality, short-term money market instruments such as bank certificates
of deposit, bankers' acceptances and such short-term corporate debt
securities as commercial paper and master demand notes. The Fund's investment
objective is a fundamental policy and may not be changed without the
affirmative vote of the holders of a majority of the Fund's outstanding
voting securities.
The Fund invests only in U.S. dollar-denominated high quality securities as
described in this paragraph. At least 95% of the Fund's assets will consist of
government securities and "first tier" eligible securities as defined in Rule
2a-7 under the Investment Company Act of 1940, as amended (the "1940 Act"),
which have been (i) rated by at least two nationally recognized statistical
rating organizations (such as Standard & Poor's Corporation or Moody's
Investors Service, Inc.) in the highest rating category for short-term
obligations (or so rated by one such organization if it alone has rated the
security), (ii) issued by an issuer with comparable short-term obligations
that are rated in the highest rating category, or (iii) if unrated, determined
to be comparable to such securities. The balance of the Fund's assets will be
invested in "second tier" eligible securities as defined in Rule 2a-7. See the
Statement of Additional Information.
All securities in which the Fund invests have remaining maturities of
thirteen months or less at the date of acquisition. The Fund also maintains a
dollar-weighted average portfolio maturity of 90 days or less. The Fund
follows these policies in seeking to maintain a constant net asset value of
$1.00 per share, although there is no assurance it can do so on a continuing
basis.
Investors should recognize that in periods of declining interest rates the
inflow of net new money to the Fund from the continuous sale of its shares
will likely be invested in portfolio instruments producing lower yields than
the balance of the Fund's portfolio, thereby reducing the current yield of the
Fund. In periods of rising interest rates, the opposite can be true.
Securities in which the Fund invests may not produce as high a level of income
as can be obtained from securities with longer maturities or those having a
lesser degree of safety.
Corporate Obligations
The Fund may invest in U.S. dollar-denominated high quality corporate debt
securities such as commercial paper and bonds and long-term unsecured
debentures with remaining maturities of thirteen months or less. Such
commercial paper may be issued by domestic subsidiaries of foreign banks or
bank holding companies. The Investment Manager will monitor the value of the
Fund's investments in commercial paper, taking into account such factors as
the issuer's earning power, cash flow and other liquidity ratios. For further
information concerning debt securities ratings and permissible money market
investments of the Fund, see the Statement of Additional Information.
In making investments in qualifying foreign securities, up to 15% of the
Fund's total assets may be invested, subject to compliance with applicable
issuer diversification and quality limitations, in U.S. dollar-denominated
short-term Canadian Government and corporate money market instruments of the
type described above. See "Other Investment Practices--Foreign Banks and
Securities" herein.
Bank Obligations
Money market instruments of nongovernmental issuers may include but are not
limited to obligations of U.S. banks that are members of the Federal Deposit
6
<PAGE>
Insurance Corporation ("FDIC"), including their foreign branches
(Eurodollars), obligations of U.S. branches or agencies of foreign banks
(Yankee dollars), obligations of foreign branches of foreign banks and
obligations of savings banks or savings and loan associations that are
members of the FDIC (including certificates of deposit, U.S.
dollar-denominated time deposits maturing in seven days or less (provided
that not more than 10% of the Fund's total assets will be invested in time
deposits with maturities of two to seven days) and bankers' acceptances),
provided that any such institution has, at the date of investment, capital,
surplus and undivided profits (as of the date of its most recently published
financial statements) in excess of $50,000,000.
U.S. Government and Related Obligations
Securities issued or guaranteed as to principal and interest by the U.S.
Government or its agencies or instrumentalities in which the Fund may invest
include (a) direct obligations of the U.S. Treasury, including bills, bonds
and notes; and (b) obligations issued or guaranteed as to principal and
interest by U.S. Government agencies or instrumentalities and supported by any
of (i) the full faith and credit of the U.S. Treasury (e.g., Government
National Mortgage Association participation certificates); (ii) the right of
the issuer to borrow a limited amount from the U.S. Treasury (e.g., securities
of the Farmers Home Administration); (iii) the discretionary authority of the
U.S. Government to purchase certain obligations of the agency or
instrumentality (e.g., securities of the Federal National Mortgage
Association); or (iv) the credit of the agency or instrumentality (e.g.,
securities of a Federal Home Loan Bank). The Fund may also invest in
repurchase agreements with respect to such instruments, subject to certain
limitations, and purchase securities on a "when issued" basis. See "Other
Investment Practices."
Securities issued or guaranteed as to principal and interest by the U.S.
Government may be acquired by the Fund in the form of separately traded
principal and interest components of securities issued or guaranteed by the
U.S. Treasury. The principal and interest components of selected securities
are currently traded independently under the Separate Trading of Registered
Interest and Principal of Securities ("STRIPS") program. Under the STRIPS
program, the principal and interest components are individually numbered and
separately issued by the U.S. Treasury at the request of depository financial
institutions, which then trade the component parts independently. The interest
and principal payments on the U.S. Treasury securities underlying STRIPS are
direct obligations of the U.S. Government.
Limiting Investment Risk
In seeking to lessen investment risk, the Fund operates under certain
investment restrictions. Under these restrictions, the Fund may not invest in
a security if the transaction would result in (a) more than 5% of the Fund's
total assets being invested in any one issuer; (b) the Fund's owning more
than 10% of any class of voting securities of an issuer; (c) more than 5% of
the Fund's total assets being invested in securities of issuers (including
predecessors) with less than three years of continuous operations; or (d)
more than 25% of the Fund's total assets being invested in any one industry.
None of the above restrictions applies to investments in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities, and
the restriction in clause (d) does not apply to investments in obligations of
domestic banks. For this purpose, (i) U.S. branches and agencies of foreign
banks will be considered "domestic banks" if it can be demonstrated that they
are subject to the same regulation as U.S. banks and (ii) foreign branches of
U.S. banks will be considered "domestic banks" if the U.S. parent is
unconditionally liable in the event the foreign branch fails to pay on the
instrument for any reason.
The Fund may not invest more than 10% of its total assets in illiquid
securities, including securities restricted as to resale (limited to 5% of
total assets), repurchase agreements extending for more than seven days and
other securities which are not readily marketable. The Fund will not make
loans except that it may purchase debt obligations, including money market
instruments, directly from the issuer thereof or in the open market and may
engage in repurchase transactions collateralized by obligations of the U.S.
Government and its agencies and instrumentalities.
7
<PAGE>
The restrictions set forth above may be changed only by a vote of the
holders of a majority of the Fund's outstanding voting securities. For further
discussion of these and other investment restrictions including nonfundamental
restrictions which may be changed without a shareholder vote, see the
Statement of Additional Information.
Information on the Purchase of Shares, Redemption of Shares and Shareholder
Services is set forth on pages 8 to 19 below.
The Fund is available for investment by many kinds of investors including
participants investing through 401(k) or other retirement plan sponsors,
employees investing through savings plans sponsored by employers, Individual
Retirement Accounts ("IRAs"), trusts, corporations, individuals, etc. The
applicability of the general information and administrative procedures set
forth below accordingly will vary depending on the investor and the
recordkeeping system established for a shareholder's investment in the Fund.
Participants in 401(k) and other plans should first consult with the
appropriate person at their employer or refer to the plan materials before
following any of the procedures below. For more information or assistance,
anyone may call 1-800-562-0032.
Purchase of Shares
Methods of Purchase
Through Dealers
Shares of the Fund are continuously offered through securities dealers who
have entered into sales agreements with the Distributor at a price which is
expected to be maintained at $1.00 per share plus the applicable sales
charge. Purchases through dealers are confirmed at the offering price plus
the applicable sales charge next determined after the order is duly received
by State Street Research Shareholder Services ("Shareholder Services"), a
division of State Street Research Investment Services, Inc., from the dealer.
("Duly received" for purposes herein means in accordance with the conditions
of the applicable method of purchase as described below.) The dealer is
responsible for transmitting the order promptly to Shareholder Services in
order to permit the investor to obtain the current price. See "Purchase of
Shares--Net Asset Value" herein.
Purchases made by check are normally effective as of the business day after
the check is received by Shareholder Services and delivered by Shareholder
Services to the transfer agent and dividend paying agent, State Street Bank
and Trust Company (the "Transfer Agent"), and accrue dividends commencing the
business day after the effective date, subject to collection conditions. As
more fully described below, certain large purchases made with Federal Funds
received by 12 noon Boston time on any business day will normally be effective
and accrue dividends commencing that day. Other purchases made with Federal
Funds received after 12 noon and before 4 P.M. Boston time on any business day
will normally be effective that day and accrue dividends commencing the next
business day.
By Mail
Initial investments in the Fund may be made by mailing or delivering to the
investor's securities dealer a completed Application (accompanying this
Prospectus), together with a check for the total purchase price payable to
the Fund. The dealer must forward the Application and check in accordance
with the instructions on the Application.
Additional shares may be purchased by mailing to Shareholder Services a
check payable to the Fund in the amount of the total purchase price together
with any one of the following: (i) an Application; (ii) the stub from a
shareholder's account statement; or (iii) a letter setting forth the name of
the Fund, the class of shares and the shareholder's account name and number.
Shareholder Services will deliver the purchase order to the Transfer Agent.
If a check is not honored for its full amount, the purchaser could be
subject to additional charges to cover collection costs and any investment
loss, and the purchase may be cancelled.
8
<PAGE>
By Wire
An investor may purchase shares by wiring Federal Funds of not less than
$5,000 to State Street Bank and Trust Company, which also serves as the
Trust's custodian (the "Custodian"), as set forth below. Prior to making an
investment by wire, an investor must notify Shareholder Services at
1-800-521-6548 and obtain a control number and instructions. Following such
notification, Federal Funds should be wired through the Federal Reserve
System to:
ABA #011000028
State Street Bank and Trust Company
Boston, MA
BNF=State Street Research Money Market Fund and class of shares
(B, C, D or E)
AC=99029761
OBI=Shareholder Name
Shareholder Account Number
Control #K (assigned by State Street
Research Shareholder Services)
In order for an investment to be effective on the same day Federal Funds
are received and also accrue dividends for that day, (i) the investor must
notify Shareholder Services by telephone by 9:30 A.M. Boston time on that day
of the investor's intention to make such investment for a minimum amount of
$25,000; and (ii) the Federal Funds must be received by 12 noon Boston time
that same day. To facilitate the timely processing of such investments, an
investor may establish special bank accounts and make other direct
arrangements with the Custodian, subject to related charges by the Custodian
payable directly by the investor. Transactions processed through such accounts
are only subject to the minimum amounts noted under the subcaption "Minimum
Investment" below and will be treated as the equivalent of a Federal Funds
wire for purposes of making investments and remitting redemption proceeds
hereunder. The use of such special accounts may be terminated by the Fund, and
special policies, procedures and limitations applicable to such special
accounts may be adopted without notice at any time. Contact the Distributor
for further information.
Wire investments not made as provided above will nonetheless be effective
on the same day if (i) the investor notifies Shareholder Services of his or
her intention to make such investment by 12 noon Boston time on the day of his
or her investment; and (ii) the wire is received by 4 P.M. Boston time that
same day. Dividends on such wire investments will commence on the business day
after the effective date of the purchase.
An investor making an initial investment by wire must promptly complete the
Application accompanying this Prospectus and deliver it to his or her
securities dealer, who should forward it as required. No redemptions will be
effected until the Application has been duly processed.
The Fund may in its discretion discontinue, suspend or change the practice
of accepting orders by any of the methods described above. Orders for the
purchase of shares are subject to acceptance by the Fund. The Fund reserves
the right to reject any purchase order, including orders in connection with
exchanges, for any reason which the Fund in its sole discretion deems
appropriate. The Fund reserves the right to suspend the sale of shares.
Minimum Investment
Class of Shares
------------------------------
B C D E
------ ----- ----- -----
Minimum Initial Investment
By Wire $5,000 (a) $5,000 $5,000
IRAs $2,000 (a) $2,000 $2,000
By Investamatic $1,000 (a) $1,000 $1,000
All other $2,500 (a) $2,500 $2,500
Minimum Subsequent Investment
By Wire $5,000 (a) $5,000 $5,000
IRAs $ 50 (a) $ 50 $ 50
By Investamatic $ 50 (a) $ 50 $ 50
All other $ 50 (a) $ 50 $ 50
(a) Special conditions apply; contact the Distributor.
The Fund reserves the right to vary the minimums for initial or subsequent
investments from time to time as in the case of, for example, exchanges and
investments under various retirement and employee benefit plans, sponsored
arrangements involving group solicitations of the members of an organization,
or other investment plans such as for reinvestment of dividends and
distributions or for periodic investments (e.g., Investamatic Check Program).
9
<PAGE>
Alternative Purchase Program
General
Alternative classes of shares permit investors to exchange their shares of an
Eligible Fund for shares of the corresponding class of the Fund. Only Class C
and Class E shares will be issued to investors purchasing shares of the Fund
other than by an exchange from an Eligible Fund. Class C and Class E shares
do not pay any distribution or service fees.
As described in greater detail below, securities dealers are paid differing
amounts of commission and other compensation depending on which class of
shares they sell.
The major differences among the various classes of shares are as follows:
<TABLE>
<CAPTION>
CLASS B CLASS C CLASS D CLASS E
------- ------- ------- -------
<S> <C> <C> <C> <C>
Sales Charges Contingent deferred sales charge of 5% to None Contingent deferred sales charge of 1% None
2% applies to any shares redeemed within applies to any shares redeemed within one
first five years following their purchase; year following their purchase
no contingent deferred sales charge after
five years
Distribution Fee 0.75% for first eight years; Class B None 0.75% each year None
shares convert automatically to Class E
shares after eight years
Service Fee 0.25% each year None 0.25% each year None
Initial 4% None 1% None
Commission
Received by
Selling
Securities
Dealer
</TABLE>
In deciding which class of shares to purchase, the investor should consider
the amount of the investment, the length of time the investment is expected to
be held, and the ongoing service fee and distribution fee, among other
factors.
Class B shareholders pay no initial sales charge, but a contingent deferred
sales charge of up to 5% generally applies to shares redeemed within five
years of purchase. Class D shareholders also pay no initial sales charge, but
a contingent deferred sales charge of 1% generally applies to redemptions made
within one year of purchase. For Class B and Class D shareholders, therefore,
the entire purchase amount is immediately invested in the Fund.
Class B and Class D shares are assessed an annual service fee of 0.25% of
average daily net assets. Class B shares are assessed an annual distribution
fee of 0.75% of daily net assets for an eight-year period following the date
of purchase and are then automatically converted to Class E shares. Class D
shares are assessed an annual distribution fee of 0.75% of daily net assets
for as long as the shares are held. The prospective investor should consider
these fees plus the initial or contingent deferred sales charges in estimating
the costs of investing in the various classes of the Fund's shares.
10
<PAGE>
Only certain employee benefit plans and large institutions may make
investments in Class C shares.
Some of the service and distribution fees are allocated to dealers (see
"Distribution Plan" below). In addition, the Distributor will, at its expense,
provide additional cash and noncash incentives to securities dealers that sell
shares. Such incentives may be extended only to those dealers that have sold
or may sell significant amounts of shares and/or meet other conditions
established by the Distributor; for example, the Distributor may sponsor
special promotions to develop particular distribution channels or to reach
certain investor groups. The incentives may include merchandise and trips to
and attendance at sales seminars at resorts.
Class B Shares--Contingent Deferred Sales Charges
Class B shares are offered solely in connection with exchanges from Eligible
Funds.
Contingent Deferred Sales Charges
The public offering price of Class B shares is the net asset value per share
next determined after the purchase order is duly received, as defined herein.
No sales charge is imposed at the time of purchase; thus the full amount of
the investor's purchase payment will be invested in the Fund. However, a
contingent deferred sales charge may be imposed upon redemptions of Class B
shares as described below.
The Distributor will pay securities dealers at the time of sale a 4%
commission for selling Class B shares. The proceeds of the contingent deferred
sales charge and the distribution fee are used to offset distribution expenses
and thereby permit the sale of Class B shares without an initial sales charge.
Class B shares that are redeemed within a five-year period after their
purchase will not be subject to a contingent deferred sales charge to the
extent that the value of such shares represents (1) capital appreciation of
Fund assets or (2) reinvestment of dividends or capital gains distributions.
The amount of any applicable contingent deferred sales charge will be
calculated by multiplying the net asset value of such shares at the time of
redemption or at the time of purchase, whichever is lower, by the applicable
percentage shown in the table below:
Contingent Deferred
Sales Charge
As A Percentage Of
Net Asset Value
Redemption During At Redemption
- ----------------- -------------------
1st Year Since Purchase 5%
2nd Year Since Purchase 4
3rd Year Since Purchase 3
4th Year Since Purchase 3
5th Year Since Purchase 2
6th Year Since Purchase and Thereafter None
In determining the applicability and rate of any contingent deferred sales
charge, it will be assumed that a redemption of Class B shares is made first
of those shares having the greatest capital appreciation, next of shares
representing reinvestment of dividends and capital gains distributions and
finally of remaining shares held by the shareholder for the longest period of
time. The holding period for purposes of applying a contingent deferred sales
charge on Class B shares of the Fund acquired through an exchange from another
Eligible Fund, as described below, will be measured from the date that such
shares were initially acquired in the other Eligible Fund, and Class B shares
being redeemed will be considered to represent, as applicable, capital
appreciation or dividend and capital gains distribution reinvestments in such
other Eligible Fund. ("Eligible Funds" include the Fund and other funds so
designated by the Distributor from time to time.) These determinations will
result in any contingent deferred sales charge being imposed at the lowest
possible rate. For federal income tax purposes, the amount of the contingent
deferred sales charge will reduce the gain or increase the loss, as the case
may be, on the amount realized on redemption. The amount of any contingent
deferred sales charge will be paid to the Distributor.
Contingent Deferred Sales Charge Waivers
The contingent deferred sales charge does not apply to exchanges, or to
redemptions under a systematic withdrawal plan which meets certain
conditions. In addition, the contingent deferred sales charge will be waived
for: (i) redemptions made within one year of the death or total disability,
as defined by the Social Security Administration, of all shareholders of an
account; (ii) redemptions made after attainment of a specific age in an
amount which represents the minimum distribution required at such age under
Section
11
<PAGE>
401(a)(9) of the Internal Revenue Code for retirement accounts or plans
(e.g., age 70-1/2 for IRAs and Section 403(b) plans), calculated solely on
the basis of assets invested in the Fund or other Eligible Funds; and (iii) a
redemption resulting from a tax-free return of an excess contribution to an
IRA. (The foregoing waivers do not apply to a tax-free rollover or transfer
of assets out of the Fund.) The Fund may modify or terminate the waivers
described above at any time; for example, the Fund may limit the application
of multiple waivers.
Conversion of Class B Shares to Class E Shares
A shareholder's Class B shares, including all shares received as dividends or
distributions with respect to such shares, will automatically convert to
Class E shares of the Fund at the end of eight years following the issuance
of such Class B shares; consequently, they will no longer be subject to the
higher expenses borne by Class B shares. The conversion rate will be
determined on the basis of the relative per-share net asset values of the two
classes and may result in a shareholder receiving either a greater or fewer
number of Class E shares than the Class B shares so converted. As noted
above, holding periods for Class B shares received in exchange for Class B
shares of other Eligible Funds will be counted toward the eight-year period.
Class C Shares--Institutional; No Sales Charge
The purchase price of a Class C share of the Fund is the Fund's per share net
asset value next determined after the purchase order is duly received, as
defined herein. No sales charge is imposed at the time of purchase or
redemption. The Fund will receive the full amount of the investor's purchase
payment.
Class C shares are only available for new investments by certain employee
benefit plans and large institutions. See the Statement of Additional
Information. Information on the availability of Class C shares and further
conditions and limitations with respect thereto is available from the
Distributor.
Class C shares may be also issued in connection with mergers and
acquisitions involving the Fund, and under certain other circumstances as
described in this Prospectus (e.g., see "Shareholder Services--Exchange
Privilege").
Class C shares may have also been issued directly or through exchanges to
those shareholders of the Fund or other Eligible Funds who previously held
shares not subject to any future sales charge or service fees or distribution
fees.
Class D Shares--Spread Sales Charges
Class D shares are offered solely in connection with exchanges from Eligible
Funds.
The purchase price of a Class D share of the Fund is the Fund's per share
net asset value next determined after the purchase order is duly received, as
defined herein. No sales charge is imposed at the time of purchase; thus the
full amount of the investor's purchase payment will be invested in the Fund.
Class D shares are subject to a 1% contingent deferred sales charge on any
portion of the purchase redeemed within one year of the sale. The contingent
deferred sales charge will be 1% of the lesser of the net asset value of the
shares at the time of purchase or at the time of redemption. The Distributor
pays securities dealers a 1% commission for selling Class D shares at the time
of purchase. The proceeds of the contingent deferred sales charge and the
distribution fee are used to offset distribution expenses and thereby permit
the sale of Class D shares without an initial sales charge.
Class D shares that are redeemed within one year after purchase will not be
subject to the contingent deferred sales charge to the extent that the value
of such shares represents (1) capital appreciation of Fund assets or (2)
reinvestment of dividends or capital gains distributions. In addition, the
contingent deferred sales charge will be waived for certain other redemptions
as described under "Contingent Deferred Sales Charge Waivers" above (as
otherwise applicable to Class B shares). For federal income tax purposes, the
amount of the contingent deferred sales charge will reduce the gain or
increase the loss, as the case may be, on the amount realized on redemption.
The amount of any contingent deferred sales charge will be paid to the
Distributor.
Class E Shares--General; No Sales Charge
The purchase price of a Class E share of the Fund is the Fund's per share net
asset value next determined after the purchase order is duly received, as
defined
12
<PAGE>
herein. No sales charge is imposed at the time of purchase or redemption. The
Fund will receive the full amount of the investor's purchase payment.
Class E shares may have also been issued directly or through exchanges to
certain shareholders of the Fund or other Eligible Funds who previously held
shares which are not subject to any future sales charge or service fees or
distribution fees.
Net Asset Value
The Fund's per share net asset values are determined Monday through Friday as
of 12 noon and as of the close of the NYSE exclusive of days on which the
NYSE is closed. The NYSE ordinarily closes at 4 P.M. New York City time. Net
asset value per share is calculated by adding the value of all instruments
and other assets of the Fund, deducting its actual and accrued liabilities,
and dividing the difference by the number of shares outstanding.
The Fund's portfolio instruments are valued on the basis of the amortized
cost valuation method. This involves valuing an instrument initially at its
cost and thereafter assuming a constant amortization of premium or accretion
of discount to maturity, regardless of the impact of fluctuating interest
rates on the market value of the instrument. For this purpose securities whose
interest rates are adjusted periodically to market rates will in general be
deemed to have maturities equal to the period remaining until the next
interest rate adjustment, subject to applicable limitations under Rule 2a-7
under the 1940 Act. It is the intention of the Fund to maintain a per share
net asset value of $1.00, although this cannot be assured. See "Net Asset
Value" in the Statement of Additional Information.
Distribution Plan
The Fund has adopted a Plan of Distribution Pursuant to Rule 12b-1 (the
"Distribution Plan") in accordance with the regulations under the 1940 Act.
Under the provisions of the Distribution Plan, the Fund makes payments to the
Distributor based on an annual percentage of the average daily value of the
net assets of each class of shares as follows:
Class Service Fee Distribution Fee
----- ----------- ----------------
B 0.25% 0.75%
C None None
D 0.25% 0.75%
E None None
Some or all of the service fees are used to reimburse securities dealers
(including securities dealers that are affiliates of the Distributor) for
personal services and/or the maintenance of shareholder accounts. A portion of
any initial commission paid to dealers for the sale of shares of the Fund
represents payment for personal services and/or the maintenance of shareholder
accounts by such dealers. Dealers who have sold Class B and Class D shares are
eligible for further reimbursement after the first year during which such
shares have been held of record by such dealer as nominee for its clients (or
by such clients directly). Any service fees received by the Distributor and
not allocated to dealers may be applied by the Distributor in reduction of
expenses incurred by it directly for personal services and the maintenance of
shareholder accounts.
The distribution fees are used primarily to offset initial and ongoing
commissions paid to securities dealers for selling such shares. Any
distribution fees received by the Distributor and not allocated to dealers may
be applied by the Distributor in connection with sales or marketing efforts,
including special promotional fees and cash and noncash incentives based upon
sales by securities dealers.
The Distributor provides distribution services on behalf of other funds
having distribution plans and receives similar payments from, and incurs
similar expenses on behalf of, such other funds. When expenses of the
Distributor cannot be identified as relating to a specific fund, the
Distributor allocates expenses among the funds in a manner deemed fair and
equitable to each fund.
Commissions and other cash and noncash incentives and payments to dealers,
to the extent payable out of the general profits, revenues or other sources of
the Distributor (including the advisory fees paid by the Fund), have also been
authorized pursuant to the Distribution Plan.
13
<PAGE>
A rule of the National Association of Securities Dealers, Inc. ("NASD")
limits the annual expenditures which the Fund may incur under the Distribution
Plan to 1%, of which 0.75% may be used to pay distribution expenses and 0.25%
may be used to pay shareholder service fees. The NASD rule also limits the
aggregate amount which the Fund may pay for such distribution costs to 6.25%
of gross share sales of a class since the inception of any asset-based sales
charge plus interest at the prime rate plus 1% on unpaid amounts thereof (less
any contingent deferred sales charges). Such limitation does not apply to
shareholder service fees. Payments to the Distributor or to dealers funded
under the Distribution Plan may be discontinued at any time by the Trustees of
the Trust.
Redemption of Shares
Shareholders may redeem all or any portion of their accounts on any day the
NYSE is open for business. Redemptions will be effective at the net asset
value per share next determined (see "Purchase of Shares--Net Asset Value"
herein) after receipt of the redemption request, in accordance with the
requirements described below, by Shareholder Services and delivery of the
request by Shareholder Services to the Transfer Agent. To allow time for the
clearance of checks used for the purchase of any shares which are tendered
for redemption shortly after purchase, the remittance of the redemption
proceeds for such shares could be delayed for 15 days or more after the
purchase. Shareholders who anticipate the need for immediate access to their
investments should, therefore, purchase shares by wire. Except as noted,
redemption proceeds from the Fund are normally remitted within seven days
after receipt of the redemption request by the Fund and any necessary
documents in good order.
Methods of Redemption
Request By Mail
A shareholder may write to request redemption of shares, with proceeds to be
mailed to the shareholder or wired to a predesignated bank account (see
"Proceeds By Wire" below), by sending to State Street Research Shareholder
Services, P.O. Box 8408, Boston, Massachusetts 02266-8408: (1) a written
request for redemption signed by the registered owner(s) of the shares,
exactly as the account is registered; (2) an endorsed stock power in good
order with respect to the shares or, if issued, the share certificates for
the shares endorsed for transfer or accompanied by an endorsed stock power;
(3) any required signature guarantees (see "Redemption of Shares--Signature
Guarantees" below); and (4) any additional documents which may be required
for redemption in the case of corporations, trustees, etc., such as certified
copies of corporate resolutions, governing instruments, powers of attorney,
and the like. The Transfer Agent will not process requests for redemption
until it has received all necessary documents in good order. A shareholder
will be notified promptly if a redemption request cannot be accepted.
Shareholders having any questions about the requirements for redemption
should call Shareholder Services toll-free at 1-800-562-0032.
Request By Telephone
Shareholders may request redemption by telephone with proceeds to be
transmitted by check or by wire (see "Proceeds By Wire" below). A shareholder
can request a redemption for $50,000 or less to be transmitted by check. Such
check for the proceeds will be made payable to the shareholder of record and
will be mailed to the address of record. There is no fee for this service. It
is not available if the address of record has been changed within 30 days of
the redemption request. The Fund may revoke or suspend the telephone
redemption privilege at any time and without notice. See "Shareholder
Services--Telephone Services" for a discussion of the conditions and risks
associated with Telephone Privileges.
Request By Check (Class E Shares Only)
Shareholders of Class E shares of the Fund may redeem shares by checks drawn
on State Street Bank and Trust Company. Checks may be made payable to the
order of any person or organization designated by the shareholder and must be
for amounts of at least $500. Shareholders will continue to earn dividends on
the shares to be redeemed until the check clears. There is currently no
charge associated with redemption of shares by check. Checkbooks are supplied
for a $2 fee. Checks will be sent only to the registered owner at the address
of record. A $10 fee will be charged against an account in the event a
redemption check is presented for payment and not honored pursuant to the
terms and conditions established by State Street Bank and Trust Company.
14
<PAGE>
Shareholders can request the checkwriting privilege by completing the
signature card which is part of the Application. In order to arrange for
redemption-by-check after an account has been opened, a revised Application
with signature card and signatures guaranteed must be sent to Shareholder
Services. Cancelled checks will be returned to shareholders at the end of each
month.
The redemption-by-check service is subject to State Street Bank and Trust
Company's rules and regulations applicable to checking accounts (as amended
from time to time), and is governed by the Massachusetts Uniform Commercial
Code. All notices with respect to checks drawn on State Street Bank and Trust
Company must be given to State Street Bank and Trust Company. Stop payment
instructions with respect to checks must be given to State Street Bank and
Trust Company by calling 1-617-985-8543. Shareholders may not close out an
account by check.
Proceeds By Wire
Upon a shareholder's written request or by telephone if the shareholder has
Telephone Privileges (see "Shareholder Services--Telephone Services" herein),
the Trust's custodian will wire redemption proceeds to the shareholder's
predesignated bank account. If a telephone redemption request for a minimum
of $25,000 is received by 9:30 A.M., redemption proceeds will normally be
wired that day. All other redemptions will normally be wired on the business
day after receipt of the redemption request. In any event, redemption
proceeds will be wired not later than seven days, in most cases, after
receipt of the redemption request and all necessary documents. To make the
request, the shareholder should call 1-800-521-6548. A $7.50 charge against
the shareholder's account will be imposed for each wire redemption. This
charge is subject to change without notice. The shareholder's bank may also
impose a charge for receiving wires of redemption proceeds. The minimum
redemption by wire is $1,000.
The Fund has reserved the right to change, modify or terminate the services
described above at any time.
Additional Information
Because of the relatively high cost of maintaining small shareholder
accounts, the Fund reserves the right to involuntarily redeem at its option
any shareholder account which remains below $1,500 for a period of 60 days
after notice is mailed to the applicable shareholder, or to impose a
maintenance fee on such account after 60 days' notice. Such involuntary
redemptions will be subject to applicable sales charges, if any. The Fund may
increase such minimum account value above such amount in the future after
notice to affected shareholders. Involuntarily redeemed shares will be priced
at the net asset value on the date fixed for redemption by the Fund, and the
proceeds of the redemption will be mailed to the affected shareholder at the
address of record. Currently, the maintenance fee is $18 annually, which is
paid to the Transfer Agent. The fee does not apply to certain retirement
accounts or if the shareholder has more than an aggregate $50,000 invested in
the Fund and other Eligible Funds combined. Imposition of a maintenance fee
on a small account could, over time, exhaust the assets of such account.
To cover the cost of additional compliance administration, a $20 fee will
be charged against any shareholder account that has been determined to be
subject to escheat under applicable state laws.
The Fund may not suspend the right of redemption or postpone the date of
payment of redemption proceeds for more than seven days, except that (a) it
may elect to suspend the redemption of shares or postpone the date of payment
of redemption proceeds: (1) during any period that the NYSE is closed (other
than customary weekend and holiday closings) or trading on the NYSE is
restricted; (2) during any period in which an emergency exists as a result of
which disposal of portfolio securities is not reasonably practicable or it is
not reasonably practicable to fairly determine the Fund's net asset values; or
(3) during such other periods as the Securities and Exchange Commission may by
order permit for the protection of investors; and (b) the payment of
redemption proceeds may be postponed as otherwise provided under "Redemption
of Shares" herein.
Signature Guarantees
To protect shareholder accounts, the Transfer Agent, the Fund, the Investment
Manager and the Distributor from possible fraud, signature guarantees are
required for certain redemptions. Signature guarantees enable the Transfer
Agent to be certain that the person who
15
<PAGE>
has authorized a redemption from the account is, in fact, the shareholder.
Signature guarantees are required for: (1) all redemptions requested by mail;
(2) requests to transfer the registration of shares to another owner; and (3)
authorizations to establish the checkwriting privilege. Signatures must be
guaranteed by a bank, a member firm of a national stock exchange, or other
eligible guarantor institution. The Transfer Agent will not accept guarantees
(or notarizations) from notaries public. The above requirements may be waived
by the Fund in certain instances.
Shareholder Services
The Open Account System
Under the Open Account System full and fractional shares of the Fund owned by
shareholders are credited to their accounts by the Transfer Agent, State
Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts
02110. Share certificates will not be issued. Shareholders will receive
periodic statements of transactions in their accounts.
The Fund's Open Account System provides the following options:
1. Additional purchases of shares of the Fund may be made by wire or by
mailing a check payable to the Fund to Shareholder Services under the
terms set forth above under "Purchase of Shares."
2. The following methods of receiving dividends from investment income and
distributions from capital gains (if any) are available:
(a) All income dividends and capital gains distributions reinvested in
additional shares of the Fund.
(b) All income dividends and capital gains distributions in cash.
(c) All income dividends and capital gains distributions invested in
any one available Eligible Fund designated by the shareholder. See
"Dividend Allocation Plan" herein.
Dividend and distribution selections should be made on the Application
accompanying the initial investment. If no selection is indicated on the
Application, that account will be automatically coded for reinvestment of all
dividends and distributions in additional shares of the same class of the
Fund. Selections may be changed at any time by telephone or written notice to
Shareholder Services. Dividends and distributions are reinvested at net asset
value without a sales charge.
Exchange Privilege
Shareholders of the Fund may exchange their shares for available shares with
corresponding characteristics of any of the other Eligible Funds at any time
on the basis of the relative net asset values of the respective shares to be
exchanged, subject to compliance with applicable securities laws.
Shareholders of any other Eligible Fund may similarly exchange their shares
for Fund shares with corresponding characteristics. Prior to making an
exchange, shareholders should obtain the Prospectus of the Eligible Fund into
which they are exchanging. Under the Direct Program, subject to certain
conditions, shareholders may make arrangements for regular exchanges from the
Fund into other Eligible Funds. To effect an exchange, Class B and Class D
shares may be redeemed without the payment of any contingent deferred sales
charge that might otherwise be due upon an ordinary redemption of such
shares. Exchanges of Class E shares of the Fund into Class A shares of any
other Eligible Fund are subject to the initial sales charge or contingent
deferred sales charge applicable to an initial investment in such Class A
shares, unless a prior Class A sales charge has been paid directly or
indirectly with respect to the shares redeemed. For purposes of computing the
contingent deferred sales charge that may be payable upon disposition of any
acquired Class A, Class B and Class D shares, the holding period of the
redeemed shares is "tacked" to the holding period of the acquired shares. The
period any Class E shares are held is not tacked to the holding period of any
acquired shares. No exchange transaction fee is currently imposed on any
exchange.
For the convenience of the shareholders who have Telephone Privileges, the
Fund permits exchanges by telephone request from either the shareholder or his
or her dealer. Shares may be exchanged by telephone provided that the
registration of the two accounts is
16
<PAGE>
the same. The toll-free number for exchanges is 1-800-521-6548. See
"Telephone Services" herein for a discussion of conditions and risks
associated with Telephone Privileges.
The exchange privilege may be exercised only in those states where shares
of the relevant other Eligible Fund may legally be sold. For tax purposes,
each exchange actually represents the sale of shares of one fund and the
purchase of shares of another. Accordingly, exchanges may produce a capital
gain or loss for tax purposes. The exchange privilege may be terminated or
suspended or its terms changed at any time, subject, if required under
applicable regulations, to 60 days' prior notice. New accounts established for
investments upon exchange from an existing account in another fund will have
the same Telephone Privileges as the existing account, unless Shareholder
Services is instructed otherwise. Related administrative policies and
procedures may also be adopted with regard to a series of exchanges, street
name accounts, sponsored arrangements and other matters.
If an exchange request in good order is received by Shareholder Services
and delivered by Shareholder Services to the Transfer Agent by 12 noon Boston
time on any business day, the exchange usually will occur that day. For
further information regarding the exchange privilege, shareholders should
contact Shareholder Services.
Reinvestment Privilege
A shareholder of the Fund who has redeemed shares or had shares repurchased
at his or her request may reinvest any portion or all of the proceeds (plus
that amount necessary to acquire a fractional share to round off his or her
reinvestment to full shares) in shares, of the same class as the shares
redeemed, of the Fund or any other Eligible Fund at net asset value and
without subjecting the reinvestment to an initial sales charge, provided such
reinvestment is made within 30 calendar days after a redemption or
repurchase. Upon such reinvestment, the shareholder will be credited with any
contingent deferred sales charge previously charged with respect to the
amount reinvested. The redemption of shares is, for federal income tax
purposes, a sale on which the shareholder may realize a gain or loss. If a
redemption at a loss is followed by a reinvestment within 30 days, the
transaction may be a "wash sale" resulting in a denial of the loss for
federal income tax purposes.
Any reinvestment pursuant to the reinvestment privilege will be subject to
any applicable minimum account standards imposed by the fund into which the
reinvestment is made. Shares are sold to a reinvesting shareholder at the net
asset value thereof next determined following timely receipt by Shareholder
Services of such shareholder's written purchase request and delivery of the
request by Shareholder Services to the Transfer Agent. A shareholder may
exercise this reinvestment privilege only once with respect to his or her
shares of the Fund. No charge is imposed by the Fund for such reinvestments;
however, dealers may charge fees in connection with the reinvestment
privilege. The reinvestment privilege may be exercised with respect to an
Eligible Fund only in those states where shares of the relevant other Eligible
Fund may legally be sold.
Investment Plans
The Fund offers Class E shareholders the Investamatic Check Program. Under
this Program, shareholders may make regular investments by authorizing
withdrawals from their bank accounts each month or quarter on the Application
available from Shareholder Services.
The Fund also offers tax-sheltered retirement plans, including prototype
and other employee benefit plans for employees, sole proprietors, partnerships
and corporations and IRAs. Details of these investment plans and their
availability may be obtained from securities dealers or from Shareholder
Services.
Systematic Withdrawal Plan
A shareholder who owns Class C or Class E shares with a value of $5,000 or
more, or Class B or Class D shares with a value of $10,000 or more, may
elect, by participating in the Fund's Systematic Withdrawal Plan, to have
periodic checks issued for specified amounts. These amounts may not be less
than certain minimums, depending on the class of shares held. The Plan
provides that all income dividends and capital gains distributions (if any)
of the Fund shall be credited to participating shareholders in additional
shares of the Fund. Thus, the withdrawal amounts
17
<PAGE>
paid can only be realized by redeeming shares of the Fund under the Plan. To
the extent such amounts paid exceed dividends and distributions from the
Fund, a shareholder's investment will decrease and may eventually be
exhausted.
In the case of shares otherwise subject to contingent deferred sales
charges, no such charges will be imposed on withdrawals of up to 8% annually
of either (a) the value, at the time the Plan is initiated, of the shares then
in the account or (b) the value, at the time of a withdrawal, of the same
number of shares as in the account when the Plan was initiated, whichever is
higher.
Expenses of the Plan are borne by the Fund. A participating shareholder may
withdraw from the Plan, and the Fund may terminate the Plan at any time on
written notice. Purchase of additional shares while a shareholder is receiving
payments under a Plan is ordinarily disadvantageous because of duplicative
sales charges. For this reason, a shareholder may not simultaneously
participate in the Investamatic Check Program and the Systematic Withdrawal
Plan in connection with shares which are subject to an initial or contingent
deferred sales charge.
Dividend Allocation Plan
The Dividend Allocation Plan allows shareholders to elect to have all their
dividends and any other distributions from the Fund or any Eligible Fund
automatically invested at net asset value in one other such Eligible Fund
designated by the shareholder, provided the account into which the investment
is made is initially funded with the requisite minimum amount. The number of
shares purchased will be determined as of the dividend payment date. The
Dividend Allocation Plan is subject to state securities law requirements, to
suspension at any time, and to such policies, limitations and restrictions,
such as may be applicable to street name or master accounts, that may be
adopted from time to time.
Automatic Bank Connection
A shareholder may elect, by participating in the Fund's Automatic Bank
Connection ("ABC"), to have dividends and other distributions, including
Systematic Withdrawal Plan payments, automatically deposited in the
shareholder's bank account by electronic funds transfer. Some contingent
deferred sales charges may apply. See "Systematic Withdrawal Plan" herein.
Reports
Reports for the Fund will be sent to shareholders of record at least
semiannually. These reports will include a list of the securities owned by
the Fund as well as the Fund's financial statements.
Telephone Services
The following telephone privileges ("Telephone Privileges") can be used:
(1) the privilege allowing the shareholder to make telephone redemptions
for amounts up to $50,000 to be mailed to the shareholder's address of
record is available automatically;
(2) the privilege allowing the shareholder or his or her dealer to make
telephone exchanges is available automatically; and
(3) the privilege allowing the shareholder to make telephone redemptions
for amounts over $1,000, to be remitted by wire to the shareholder's
predesignated bank account, is available by election on the Application
accompanying this Prospectus. A current shareholder who did not
previously request such telephone wire privilege on his or her original
Application may request the privilege by completing a Telephone
Redemption-by-Wire Form which may be obtained by calling
1-800-521-6548. The Telephone Redemption-by-Wire Form requires a
signature guarantee.
A shareholder may decline the automatic Telephone Privileges set forth in
(1) and (2) above by so indicating on the Application accompanying this
Prospectus.
A shareholder may discontinue any Telephone Privilege at any time by
advising Shareholder Services that the shareholder wishes to discontinue the
use of such privileges in the future.
Unless such Telephone Privileges are declined, a shareholder is deemed to
authorize Shareholder Services
18
<PAGE>
and the Transfer Agent to: (1) act upon the telephone instructions of any
person purporting to be the shareholder to redeem, or purporting to be the
shareholder or the shareholder's dealer to exchange, shares from any account
for which such services have been authorized; and (2) honor any written
instructions for a change of address regardless of whether such request is
accompanied by a signature guarantee. All telephone calls will be recorded.
None of the Fund, the other Eligible Funds, the Transfer Agent, the
Investment Manager or the Distributor will be liable for any loss, expense or
cost arising out of any request, including any fraudulent or unauthorized
requests. Shareholders assume the risk to the full extent of their accounts
that telephone requests may be unauthorized. Reasonable procedures will be
followed to confirm that instructions communicated by telephone are genuine.
The shareholder will not be liable for any losses arising from unauthorized
or fraudulent instructions if such procedures are not
followed.
Shareholders may redeem or exchange shares by calling toll-free
1-800-521-6548. Although it is unlikely, during periods of extraordinary
market conditions, a shareholder may have difficulty in reaching Shareholder
Services at such telephone number. In that event, the shareholder should
contact Shareholder Services at 1-800-562-0032, 1-617-357-7805 or otherwise at
its main office at One Financial Center, Boston, Massachusetts 02111-2690.
Shareholder Account Inquiries:
Please call 1-800-562-0032
Call this number for assistance in answering general questions on your
account, including account balance, available shareholder services, statement
information and performance of the Fund. Account inquiries may also be made
in writing to State Street Research Shareholder Services, P.O. Box 8408,
Boston, Massachusetts 02266-8408. A fee of up to $10 will be charged against
an account for providing additional account transcripts or photocopies of
paid redemption checks or for researching records in response to special
requests.
Shareholder Telephone Transactions:
Please call 1-800-521-6548
Call this number for assistance in purchasing shares by wire and for
telephone redemptions or telephone exchange transactions. Shareholder
Services will require some form of personal identification prior to acting
upon instructions received by telephone. Written confirmation of each
transaction will be provided.
The Fund and its Shares
The Fund was organized in 1985 as a series of State Street Research Money
Market Trust, a Massachusetts business trust. The Trustees have authorized
shares of the Fund to be issued in four classes: Class B, Class C, Class D
and Class E shares. The Trust is registered with the Securities and Exchange
Commission (the "Commission") as an open-end management investment company.
The fiscal year end of the Fund is March 31.
Except for those differences between the classes of shares described below
and elsewhere in the Prospectus, each share of the Fund has equal dividend,
redemption and liquidation rights with other shares of the Fund and when
issued is fully paid and nonassessable. In the future, certain classes may be
redesignated, for administrative purposes only, to conform to standard class
designations and common usage of terms which may develop in the mutual fund
industry. For example, Class C shares may be redesignated as Class Y shares
and Class D shares may be redesignated as Class C shares. Any redesignations
would not affect any substantive rights respecting the shares.
Each share of each class of shares represents an identical legal interest
in the same portfolio of investments of the Fund, has the same rights and is
identical in all respects, except that Class B and Class D shares bear the
expenses of the deferred sales arrangement and any expenses (including the
higher service and distribution fees) resulting from such sales arrangement,
and certain other incremental expenses related to a class. Each class will
have exclusive voting rights with respect to provisions of the Rule 12b-1
distribution plan pursuant to which the service and distribution fees, if any,
are paid. Although the legal rights of holders of each class of shares are
identical, it is likely that the different expenses borne by each class will
result in different net asset values and dividends. The different classes of
shares of the Fund also have different exchange privileges.
19
<PAGE>
The rights of holders of shares may be modified by the Trustees at any
time, so long as such modifications do not have a material, adverse effect on
the rights of any shareholder. On any matter submitted to the shareholders,
the holder of shares of the Fund is entitled to one vote per share (with
proportionate voting for fractional shares) regardless of the relative net
asset value thereof.
Under the Trust's Master Trust Agreement, no annual or regular meeting of
shareholders is required. Thus, there will ordinarily be no shareholder
meetings unless required by the 1940 Act. Except as otherwise provided under
said Act, the Board of Trustees will be a self-perpetuating body until fewer
than two thirds of the Trustees serving as such are Trustees who were elected
by shareholders of the Trust. In the event less than a majority of the
Trustees serving as such were elected by shareholders of the Trust, a meeting
of shareholders will be called to elect Trustees. Under the Master Trust
Agreement, any Trustee may be removed by vote of two thirds of the outstanding
Trust shares; holders of 10% or more of the outstanding shares of the Trust
can require that the Trustees call a meeting of shareholders for purposes of
voting on the removal of one or more Trustees. In connection with such
meetings called by shareholders, shareholders will be assisted in shareholder
communications to the extent required by applicable law.
Under Massachusetts law, the shareholders of the Trust could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Master Trust Agreement of the Trust disclaims shareholder
liability for acts or obligations of the Trust and provides for
indemnification for all losses and expenses of any shareholder of the Fund
held personally liable for the obligations of the Trust. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund would be unable to meet its
obligations. The Investment Manager believes that, in view of the above, the
risk of personal liability to shareholders is remote.
As of June 30, 1995, Metropolitan Life Insurance Company ("Metropolitan"),
was the record and/or beneficial owner, directly or indirectly through its
subsidiaries or affiliates, of approximately 32% of the outstanding Class E
shares of the Fund, and may be deemed to be in control of such Class E shares
of the Fund. Ownership of 25% or more of a voting security is deemed "control"
as defined in the 1940 Act. So long as 25% of a class of shares is so owned,
such owners will be presumed to be in control of such class of shares for
purposes of voting on certain matters, such as any Distribution Plan for a
given class.
Management of the Fund
Under the provisions of the Trust's Master Trust Agreement and the laws of
Massachusetts, responsibility for the management and supervision of the Fund
rests with the Trustees.
The Fund's investment manager is State Street Research & Management
Company. The Investment Manager is charged with the overall responsibility for
managing the investments and business affairs of the Fund, subject to the
authority of the Board of Trustees.
The Investment Manager was founded by Paul Cabot, Richard Saltonstall and
Richard Paine to serve as investment adviser to one of the nation's first
mutual funds, presently known as State Street Research Investment Trust, which
they had formed in 1924. Their investment management philosophy emphasized
comprehensive fundamental research and analysis, including meetings with the
management of companies under consideration for investment. The Investment
Manager's portfolio management group has extensive investment industry
experience managing equity and debt securities. In managing debt securities,
if any, for a portfolio, the Investment Manager may consider yield curve
positioning, sector rotation and duration, among other factors.
The Investment Manager and the Distributor are indirect wholly-owned
subsidiaries of Metropolitan and are located at One Financial Center, Boston,
Massachusetts 02111-2690.
The Investment Manager has entered into an Advisory Agreement with the
Trust pursuant to which
20
<PAGE>
investment research and management, administrative services, office
facilities and personnel are provided for the Fund in consideration of a fee
from the Fund.
Under its Advisory Agreement with the Trust, the Investment Manager
receives a monthly investment advisory fee equal to 0.50% (on an annual basis)
of the average daily value of the net assets of the Fund. The Fund bears all
costs of its operation other than those incurred by the Investment Manager
under the Advisory Agreement. In particular, the Fund pays, among other
expenses, investment advisory fees, certain distribution expenses under the
Fund's Distribution Plan and the compensation and expenses of the Trustees who
are not otherwise currently affiliated with the Investment Manager or any of
its affiliates. The Investment Manager will reduce its management fee payable
by the Fund up to the amount of any expenses (excluding permissible items,
such as brokerage commissions, Rule 12b-1 payments, interest, taxes and
litigation expenses) paid or incurred in any year in excess of the most
restrictive expense limitation imposed by any state in which the Fund sells
shares, if any. The Investment Manager compensates Trustees of the Trust if
such persons are employees or affiliates of the Investment Manager or its
affiliates.
Subject to the policy of seeking best overall price and execution, sales of
shares of the Fund may be considered by the Investment Manager in the
selection of broker or dealer firms for the Fund's portfolio transactions.
The Investment Manager has a Code of Ethics governing personal securities
transactions of certain of its employees; see the Statement of Additional
Information.
Dividends and Distributions; Taxes
The Fund qualified and elected to be treated as a regulated investment
company under Subchapter M of the Internal Revenue Code for its most recent
fiscal year and intends to qualify as such in future fiscal years, although
it cannot give complete assurance that it will do so. As long as it so
qualifies and satisfies certain distribution requirements, it will not be
subject to federal income tax on its taxable income (including capital gains,
if any) distributed to its shareholders. Consequently, the Fund intends to
distribute annually to its shareholders substantially all of its net
investment income and any capital gain net income (capital gains net of
capital losses).
The Fund declares dividends from its net investment income on each day on
which it is open for business and pays dividends monthly. Unless a shareholder
chooses a different available distribution method, dividends will be
automatically reinvested in additional shares of the Fund at net asset value.
A shareholder may change the method of receiving dividends at any time by
notifying Shareholder Services. The Fund will provide its shareholders of
record with annual information on a timely basis concerning the federal tax
status of dividends and distributions during the preceding calendar year.
Dividends paid by the Fund from taxable net investment income and
distributions of any net short- term capital gains, whether paid in cash or
reinvested in additional shares, will be taxable for federal income tax
purposes to shareholders as ordinary income. Distributions of net capital
gains (the excess of net long-term capital gains over net short-term capital
losses), if any, which are designated as capital gains distributions, whether
paid in cash or reinvested in additional shares, will be taxable for federal
income tax purposes to shareholders as long-term capital gains, regardless of
how long shareholders have held their shares.
Dividends and other distributions and proceeds of redemption of Fund shares
paid to individuals and other nonexempt payees will be subject to a 31%
federal backup withholding tax if the Transfer Agent is not provided with the
shareholder's correct taxpayer identification number and certification that
the shareholder is not subject to such backup withholding.
The foregoing discussion relates only to generally applicable federal
income tax provisions in effect as of the date of this Prospectus. Dividends
from the Fund that represent interest income from U.S. Government securities
may not be tax-exempt at some state and local levels. Therefore, prospective
shareholders are urged to consult their own tax advisers regarding tax
matters, including state and local tax consequences.
21
<PAGE>
Other Investment Practices
Foreign Banks and Securities
The Fund may elect to concentrate its investments in obligations of domestic
banks, including certain U.S. branches and agencies of foreign banks and
certain foreign branches of U.S. banks as described under "Limiting
Investment Risk." The Fund expects that investments, if any, in such
obligations will consist principally of obligations which are issued by U.S.
branches and agencies of foreign banks for sale in the U.S., and the
Investment Manager believes that the risks described below are reduced in the
case of such bank obligations. The Fund also may invest up to 25% of its
total assets in obligations of foreign banks located abroad and obligations
of foreign branches of domestic banks not having a guarantee of the domestic
bank.
The Fund may invest up to 15% of its total assets in money market
instruments of issuers organized and located in Canada payable in U.S. dollars
as described under "The Fund's Investments," subject to the issuer
diversification and other restrictions described under "Limiting Investment
Risk." Securities of such issuers guaranteed as to principal and interest by a
U.S. parent and otherwise meeting applicable quality standards will not be
included for purposes of calculating the 15% limitation.
Investing in foreign branches of U.S. banks, U.S. branches of foreign
banks, foreign branches of foreign banks and U.S. agencies of foreign banks
may involve risks. These risks may include future unfavorable political and
economic developments, possible withholding or confiscatory taxes, seizure of
foreign deposits, currency controls, interest limitations and other
governmental restrictions which might affect payment of principal or interest,
and possible difficulties pursuing or enforcing claims against banks located
outside the U.S. Additionally, foreign issuers are not generally subject to
uniform accounting, auditing and financial reporting standards or other
regulatory requirements and practices comparable to domestic issuers, and
there may be less public information available about foreign banks and their
branches and agencies.
Repurchase Agreements
The Fund may enter into repurchase agreements. Repurchase agreements occur
when the Fund acquires a security and the seller, which may be either (i) a
primary dealer in U.S. Government securities or (ii) an FDIC-insured bank
having gross assets in excess of $500 million, simultaneously commits to
repurchase it at an agreed-upon price on an agreed-upon date within a
specified number of days (usually not more than seven) from the date of
purchase. The repurchase price reflects the purchase price plus an
agreed-upon market rate of interest which is unrelated to the coupon rate or
maturity of the acquired security. The Fund will only enter into repurchase
agreements involving U.S. Government securities. Repurchase agreements could
involve certain risks in the event of default or insolvency of the other
party, including possible delays or restrictions upon the Fund's ability to
dispose of the underlying securities. Repurchase agreements extending for
more than seven days when combined with any other illiquid securities held by
the Fund will be limited to 10% of the Fund's total assets.
When-Issued Securities
The Fund may purchase "when-issued" debt securities, which are traded on a
price or yield basis prior to actual issuance. Such purchases will be made
only to achieve the Fund's investment objective and not for leverage. The
when-issued trading period generally lasts from a few days to up to a month
or more; during this period interest will not accrue. A frequent form of
when-issued trading occurs in the U.S. Treasury market when dealers begin to
trade a new issue of bonds or notes shortly after a Treasury financing is
announced, but prior to the actual sale of the securities. Such transactions
may involve a risk of loss if the value of the securities falls below the
price committed to prior to actual issuance. The Trust's custodian will
establish a segregated account for the Fund when it purchases securities on a
when-issued basis consisting of cash or liquid securities equal to the amount
of the when-issued commitments.
Calculation of Performance Data
From time to time, in advertisements or in communications to shareholders or
prospective investors, the
22
<PAGE>
Fund may compare the performance of its Class B, Class C, Class D or Class E
shares to that of other mutual funds with similar investment objectives, to
certificates of deposit and/or to other financial alternatives. The Fund may
also compare its performance to appropriate indices such as the Consumer
Price Index and/or to appropriate rankings or averages such as those compiled
by Lipper Analytical Services, Inc. for the Money Market Instrument Fund
category or to those compiled by Morningstar, Inc., Money Magazine, Business
Week, Forbes Magazine, The Wall Street Journal, Fortune Magazine, Investor's
Daily or Donoghue's Money Fund Report.
The current yield of the Fund quoted at any time represents the amount
being earned on a current basis, based on dividends declared daily from net
investment income, and is a function of the types of instruments in the Fund's
portfolio, their quality and length of maturity, and the Fund's operating
expenses. The length of maturity for the portfolio is the average
dollar-weighted maturity of the portfolio. This means that the portfolio has
an average maturity of a stated number of days for all of its issues. The
calculation is weighted by the relative value of each investment. Net
investment income consists of interest income accrued on the portfolio assets
of the Fund, less all expenses and liabilities of the Fund chargeable against
such income including all recurring charges. Recurring and nonrecurring
charges for optional services which only certain shareholders elect and which
involve nominal fees, such as the $7.50 fee for remittance of redemption
proceeds by wire, are not taken into account. The Fund's simple annualized
yield is its net investment income expressed as a percentage of assets on an
annualized basis for a seven-day period. The Fund's compounded effective yield
is calculated similarly except, when annualized, the income earned is assumed
to be reinvested.
The yield of the Fund is computed separately for each class of shares and
fluctuates daily as the income earned on the investments of the Fund
fluctuates. Accordingly, there is no assurance that the yield quoted on any
given occasion will remain in effect for any period of time. There is also no
guarantee that the net asset value or stated rate of return will remain
constant. A shareholder's investment in the Fund is not insured. Investors
comparing results of the Fund with investment results and yields from other
sources, such as banks or savings and loan associations, should understand
this distinction. In addition, shareholders and prospective investors should
note that yields of funds valuing their securities portfolio at market prices
will not be comparable to the yield of the Fund, which values its securities
portfolio at amortized cost. Any voluntary waiver of fees or assumption of
expenses by the Fund's affiliates will increase performance results.
In its supplemental sales literature, the Fund may provide total return
calculations. Total return is computed separately for each class of shares of
the Fund. The average annual total return ("standard total return") for shares
of the Fund is computed by determining the average annual compounded rate of
return for a designated period that, if applied to a hypothetical $1,000
initial investment (less the maximum initial or contingent deferred sales
charge, if applicable), would produce the redeemable value of that investment
at the end of the period, assuming reinvestment of all dividends and
distributions and with recognition of all recurring charges. Standard total
return may be accompanied with non-standard total return information computed
in the same manner, but for differing periods and with or without annualizing
the total return or taking sales charges, if any, into account.
Shares of the Fund had no class designations until June 1, 1993, when
designations were assigned based on the pricing and Rule 12b-1 fees applicable
to shares sold thereafter. Performance data for a specified class includes
periods prior to the adoption of class designations.
Performance data for periods prior to June 1, 1993 will not reflect
additional Rule 12b-1 Distribution Plan fees, if any, of up to 1% per year,
depending on the class of shares, which will adversely affect performance
results for periods after such date. Performance data or rankings for a given
class of shares should be interpreted carefully by investors who hold or may
invest in a different class of shares.
23
<PAGE>
STATE STREET RESEARCH
MONEY MARKET FUND
One Financial Center
Boston, MA 02111
INVESTMENT ADVISER
State Street Research &
Management Company
One Financial Center
Boston, MA 02111
DISTRIBUTOR
State Street Research
Investment Services, Inc.
One Financial Center
Boston, MA 02111
SHAREHOLDER SERVICES
State Street Research
Shareholder Services
P.O. Box 8408
Boston, MA 02266
800-562-0032
CUSTODIAN
State Street Bank and
Trust Company
225 Franklin Street
Boston, MA 02110
LEGAL COUNSEL
Goodwin, Procter & Hoar
Exchange Place
Boston, MA 02109
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
160 Federal Street
Boston, MA 02110
MM-614D-895IBS CONTROL NUMBER:2473-950726(0896)SSR-LD
[State Street Research logo]
State Street Research
Money Market Fund
August 1, 1995
PROSPECTUS
<PAGE>
State Street Research Money Market Fund
a Series of
State Street Research Money Market Trust
STATEMENT OF ADDITIONAL INFORMATION
August 1, 1995
TABLE OF CONTENTS
Page
----
ADDITIONAL INVESTMENT POLICIES AND RESTRICTIONS.............................. 2
MONEY MARKET INSTRUMENTS..................................................... 4
DEBT SECURITIES RATINGS...................................................... 8
ADDITIONAL INFORMATION CONCERNING
CERTAIN INVESTMENT TECHNIQUES.............................................. 9
TRUSTEES AND OFFICERS....................................................... 11
INVESTMENT ADVISORY SERVICES................................................ 15
PURCHASE AND REDEMPTION OF SHARES........................................... 16
NET ASSET VALUE............................................................. 18
PORTFOLIO TRANSACTIONS...................................................... 19
CERTAIN TAX MATTERS......................................................... 21
DISTRIBUTION OF SHARES OF THE FUND.......................................... 22
CALCULATION OF PERFORMANCE DATA............................................. 25
CUSTODIAN................................................................... 30
INDEPENDENT ACCOUNTANTS..................................................... 30
FINANCIAL STATEMENTS........................................................ 30
The following Statement of Additional Information is not a Prospectus. It
should be read in conjunction with the Prospectus of State Street Research Money
Market Fund (the "Fund") dated August 1, 1995, which may be obtained without
charge from the offices of State Street Research Money Market Trust (the
"Trust") or State Street Research Investment Services, Inc. (the "Distributor"),
One Financial Center, Boston, Massachusetts 02111-2690.
<PAGE>
ADDITIONAL INVESTMENT POLICIES AND RESTRICTIONS
As set forth under "The Fund's Investments" and "Limiting Investment
Risk" in the Fund's Prospectus, the Fund has adopted certain investment
restrictions.
All of the Fund's fundamental investment restrictions are set forth
below. These fundamental investment restrictions may not be changed except by
the affirmative vote of a majority of the Fund's outstanding voting securities
as defined in the Investment Company Act of 1940, as amended (the "1940 Act").
(Under the 1940 Act, a "vote of the majority of the outstanding voting
securities" means the vote, at the annual or a special meeting of security
holders duly called, (i) of 67% or more of the voting securities present at the
meeting if the holders of more than 50% of the outstanding voting securities are
present or represented by proxy or (ii) of more than 50% of the outstanding
voting securities, whichever is less.) Under these restrictions, it is the
Fund's policy:
(1) not to invest in a security if the transaction would result in more
than 5% of the Fund's total assets being invested in any one issuer,
except that this restriction does not apply to investments in
securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities;
(2) not to invest in a security if the transaction would result in the
Fund's owning more than 10% of any class of voting securities of an
issuer, except that this restriction does not apply to investments in
securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities;
(3) not to invest in a security if the transaction would result in more
than 5% of the Fund's total assets being invested in securities of
issuers (including predecessors) with less than three years of
continuous operations, except that this restriction does not apply to
investments in securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities;
(4) not to issue senior securities;
(5) not to underwrite or participate in the marketing of securities of
other issuers;
(6) not to purchase or sell real estate in fee simple;
(7) not to invest in commodities or commodity contracts;
(8) not to make loans except that the Fund may purchase bonds, debentures,
notes and similar debt obligations, including money market
instruments, directly from the issuer thereof or in the open market
and may engage in repurchase transactions collateralized by
2
<PAGE>
obligations of the U.S. Government and its agencies and
instrumentalities;
(9) not to invest in excess of 10% of its total assets in illiquid
securities, including securities restricted as to resale (limited to
5% of total assets), repurchase agreements extending for more than
seven days and other securities which are not readily marketable;
(10) not to conduct arbitrage transactions;
(11) not to invest in interests in oil, gas or other mineral exploration or
development programs (provided that the Fund may invest in securities
which are based, directly or indirectly, on the credit of companies
which invest in or sponsor such programs);
(12) not to make any investment which would cause more than 25% of the
value of the Fund's total assets to be invested in securities of
issuers principally engaged in any one industry (for purposes of this
restriction, (a) utilities will be divided according to their services
so that, for example, gas, gas transmission, electric and telephone
companies will each be deemed in a separate industry, (b) oil and oil
related companies will be divided by type so that, for example, oil
production companies, oil service companies and refining and marketing
companies will each be deemed in a separate industry, and (c)
securities issued or guaranteed by the U.S. Government or its agencies
or instrumentalities or obligations of domestic banks (including
certificates of deposit, bankers' acceptances, time deposits or bank
repurchase agreements) shall be excluded provided that for this
purpose, (i) U.S. branches and agencies of foreign banks will be
considered "domestic banks" if it can be demonstrated that they are
subject to the same regulation as U.S. banks and (ii) foreign branches
of U.S. banks will be considered "domestic banks" if the U.S. parent
is unconditionally liable in the event the foreign branch fails to pay
on the instrument for any reason); and
(13) not to borrow money (through reverse repurchase agreements or
otherwise) except for extraordinary and emergency purposes, such as
permitting redemption requests to be honored, and then not in an
amount in excess of 10% of the value of its total assets, provided
that additional investments will be suspended during any period when
borrowings exceed 5% of the Fund's total assets and provided further
that reverse repurchase agreements shall not exceed 5% of the Fund's
total assets. Reverse repurchase agreements occur when the Fund sells
money market securities and agrees to repurchase such securities at an
agreed-upon price, date and interest payment. The Fund would use the
proceeds from the transaction to buy other money market securities,
which are either maturing or under the terms of a resale agreement, on
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<PAGE>
the same day as (or day prior to) the expiration of the reverse
repurchase agreement, and would employ a reverse repurchase agreement
when interest income from investing the proceeds of the transaction is
greater than the interest expense of the reverse repurchase
transaction.
The following investment restrictions may be changed by vote of a
majority of the Trustees. Under these restrictions, it is the Fund's policy:
(1) not to purchase securities on margin, make a short sale of any
securities or purchase or deal in puts, calls, straddles or spreads
with respect to any security;
(2) not to hypothecate, mortgage or pledge any of its assets except as may
be necessary in connection with permitted borrowings and then not in
excess of 15% of the Fund's total assets, taken at cost;
(3) not to purchase a security issued by another investment company if,
immediately after such purchase, the Fund would own, in the aggregate,
(i) more than 3% of the total outstanding voting stock of such other
investment company; (ii) securities issued by such other investment
company having an aggregate value in excess of 5% of the value of the
Fund's total assets; or (iii) securities issued by such other
investment company and all other investment companies (other than
treasury stock of the Fund) having an aggregate value in excess of 10%
of the value of the Fund's total assets; provided, however, that the
Fund may purchase investment company securities without limit for the
purpose of completing a merger, consolidation or other acquisition of
assets;
(4) not to purchase for or retain any security of an issuer if, to the
knowledge of the Trust, those of its officers and Trustees and
officers and directors of its investment advisers who individually own
more than 1/2 of 1% of the securities of such issuer, when combined,
own more than 5% of the securities of such issuer taken at market; and
(5) not to invest in companies for the purpose of exercising control over
their management.
MONEY MARKET INSTRUMENTS
The following describes further the money market instruments in which the
Fund will invest and is provided as a supplement to the discussion appearing in
the Fund's Prospectus.
4
<PAGE>
Short-Term Corporate Debt Instruments. Short-term corporate debt
instruments include commercial paper (i.e., short-term, unsecured promissory
notes) issued by corporations (including bank holding companies) to finance
short-term credit needs. Commercial paper is usually sold on a discounted basis
and has a maturity at the time of issuance not exceeding nine months.
Short-term corporate debt instruments also include master demand notes.
Master demand notes are obligations of companies that permit an investor to
invest fluctuating amounts at varying rates of interest pursuant to arrangements
between the investor, as lender, and the companies, as borrowers. The Fund will
have the right, at any time, to increase the amount lent up to the full amount
provided by a note. Because the Fund may also decrease the amount lent at any
time, such instruments are highly liquid and in effect have a maturity of one
business day. The borrower will have the right, at any time, to prepay up to the
full amount of the amount borrowed without penalty. Because the notes are direct
lending obligations between the Fund and the borrowers, they are generally not
traded and there is no secondary market. Consequently, the Fund's ability to
receive repayment will depend upon the borrower's ability to pay principal and
interest on the Fund's demand. The Fund will invest only in notes that either
have the ratings described below for commercial paper or (because notes are not
typically rated by credit rating agencies) unrated notes that are issued by
companies having the ratings described below for issuers of commercial paper.
The Fund does not expect that the notes will be backed by bank letters of
credit. The Investment Manager will monitor the value of the Fund's investments
in commercial paper and master demand notes, taking into account such factors as
the issuer's earning power, cash flow and other liquidity ratios.
Commercial paper investments at the time of purchase will be rated in one
of the two highest rating categories by a nationally recognized statistical
rating organization, such as A-1 or A-2 by Standard & Poor's Corporation ("S&P")
or Prime-1 or Prime-2 by Moody's Investors Service, Inc. ("Moody's"), or, if not
rated, issued by companies having an outstanding debt issue rated at least AA by
S&P or Aa by Moody's or equivalent. See "Debt Securities Ratings" below for
further information.
Under certain limited circumstances, the Fund may invest in
nonconvertible corporate debt securities (e.g., bonds and debentures which may
be issued by U.S. or Canadian corporations) with no more than thirteen months
remaining either to the date of maturity or the date on which, under the
indenture governing the security, it may be sold back to the issuer thereof for
payment of principal and accrued interest. Corporate debt securities with a
remaining maturity of thirteen months or less are liquid (and tend to become
more liquid as their maturities lessen) and are traded as money market
securities. Such securities also tend to have considerably less market value
fluctuation than longer term issues.
Corporate debt and other securities in which the Fund invests must be
U.S. dollar-denominated Eligible Securities (as defined in Rule 2a-7 under the
1940 Act) that are determined to present minimal credit risks. In general, the
5
<PAGE>
term "Eligible Securities" is limited to:
(i) securities with remaining maturities of 13 months or less that are
rated (or have been issued by an issuer that is rated with respect to
a class of short-term debt obligations, or any securities within that
class, that are comparable in priority and security with the relevant
security) by the requisite number (i.e., two, if two organizations
have issued ratings and one if only one has issued a rating) of
nationally recognized statistical rating organizations ("NRSROs") in
one of the two highest rating categories for short-term debt
obligations (within which there may be sub-categories or gradations
indicating relative standing), or
(ii) securities that at the time of issuance were long-term securities
(i.e., that had remaining maturities greater than 366 days) but that
now have remaining maturities of 397 calendar days or less and which
were issued by an issuer that has received from the requisite NRSROs a
rating, with respect to a class of short-term debt obligations (or any
security within that class) that is comparable in priority and
security with the relevant security, in one of the two highest rating
categories for short-term debt obligations (within which there may be
sub-categories or gradations indicating relative standing), or
(iii) securities which are "unrated" (as defined in Rule 2a-7) but
determined to be of comparable quality to the foregoing by the Fund's
Board of Trustees or the investment manager under their supervision
(provided that a security that at the time of issuance was a long-term
security but that has a remaining maturity of 397 calendar days or
less and that is an "unrated" security is not an "Eligible Security"
if the security has a long-term rating from any NRSRO that is not
within the NRSRO's two highest categories (within which there may be
sub-categories or gradations indicating relative standing)).
As indicated in the Fund's Prospectus, at least 95% of the Fund's total
assets will consist of government securities and "first tier" eligible
securities as defined in Rule 2a-7 under the 1940 Act, with the balance of the
Fund's assets invested in "second tier" eligible securities as defined in Rule
2a-7. For this purpose, "second tier" eligible securities are those which have
been (i) rated by at least two nationally recognized statistical rating
organizations in one of the two highest rating categories for short-term
obligations (or so rated by one such organization if it alone has rated the
security), (ii) issued by an issuer with comparable short-term obligations that
are rated in one of the two highest rating categories, or (iii) if unrated,
determined to be comparable to such securities. The Fund may not invest more
than the greater of 1% of its total assets or $1 million in "second tier"
eligible securities of any single issuer.
6
<PAGE>
Bank Money Investments. Bank money investments include but are not
limited to certificates of deposit, bankers' acceptances and time deposits.
Certificates of deposit are generally short-term (i.e., less than one year),
interest-bearing negotiable certificates issued by commercial banks or savings
and loan associations against funds deposited in the issuing institution. A
banker's acceptance is a time draft drawn on a commercial bank by a borrower,
usually in connection with an international commercial transaction (to finance
the import, export, transfer or storage of goods). A banker's acceptance may be
obtained from a domestic or foreign bank including a U.S. branch or agency of a
foreign bank. The borrower is liable for payment as well as the bank, which
unconditionally guarantees to pay the draft at its face amount on the maturity
date. Most acceptances have maturities of six months or less and are traded in
secondary markets prior to maturity. Time deposits are nonnegotiable deposits
for a fixed period of time at a stated interest rate. The Fund will not invest
in any such bank money investment unless the investment is issued by a U.S. bank
that is a member of the Federal
Deposit Insurance Corporation ("FDIC"), including any foreign branch thereof, a
U.S. branch or agency of a foreign bank, a foreign branch of a foreign bank, or
a savings bank or savings and loan association that is a member of the FDIC and
which at the date of investment has capital, surplus and undivided profits (as
of the date of its most recently published financial statements) in excess of
$50 million. The Fund will not invest in time deposits maturing in more than
seven days and will not invest more than 10% of its total assets in time
deposits maturing in two to seven days.
U.S. branches and agencies of foreign banks are offices of foreign banks
and are not separately incorporated entities. They are chartered and regulated
either federally or under state law. U.S. federal branches or agencies of
foreign banks are chartered and regulated by the Comptroller of the Currency,
while state branches and agencies are chartered and regulated by authorities of
the respective states or the District of Columbia. U.S. branches of foreign
banks may accept deposits and thus are eligible for FDIC insurance; however, not
all such branches elect FDIC insurance. Unlike U.S. branches of foreign banks,
U.S. agencies of foreign banks may not accept deposits and thus are not eligible
for FDIC insurance. Both branches and agencies can maintain credit balances,
which are funds received by the office incidental to or arising out of the
exercise of their banking powers and can exercise other commercial functions,
such as lending activities.
U.S. Government Securities. U.S. Government securities consist of various
types of marketable securities issued by the U.S. Treasury, i.e., bills, notes
and bonds. Such securities are direct obligations of the U.S. Government and
differ mainly in the lengths of their maturities. Treasury bills, the most
frequently issued marketable government security, have a maturity of up to one
year and are issued on a discount basis. U.S. Government securities also include
securities issued under the U.S. Department of Treasury's STRIPS program, which
is described in the Fund's Prospectus.
Government Agency Securities. Government agency securities consist of
fixed income securities issued or guaranteed by agencies and instrumentalities
of the U.S. Government, including the various types of instruments currently
7
<PAGE>
outstanding or which may be offered in the future. Agencies and
instrumentalities include, among others, the Federal Housing Administration,
Government National Mortgage Association ("GNMA"), Federal National Mortgage
Association, Farmers Home Administration, Export-Import Bank of the U.S.,
Federal Maritime Administration, General Services Administration and Tennessee
Valley Authority. Instrumentalities include, for example, the Central Bank for
Cooperatives, Federal Home Loan Banks, Federal Farm Credit Banks, Student Loan
Marketing Association, Federal Home Loan Mortgage Corporation, Federal
Intermediate Credit Banks, Federal Land Banks and the U.S. Postal Service. The
Fund will purchase such securities only so long as they are backed by any of (i)
the full faith and credit of the U.S. Treasury (e.g., U.S. Treasury bills, bonds
and notes and GNMA participation certificates), (ii) the right of the issuer to
borrow a limited amount from the U.S. Treasury (e.g., securities of the Farmers
Home Administration), (iii) the discretionary authority of the U.S. Government
to purchase certain obligations of the agency or instrumentality (e.g.,
securities of the Federal National Mortgage Association) or (iv) the credit of
the agency or instrumentality (e.g., securities of a Federal Home Loan Bank).
Custodial Receipts. The Fund may acquire, subject to the limitations
described herein, custodial receipts that evidence ownership of future interest
payments, principal payments or both on certain U.S. Treasury notes or bonds in
connection with programs sponsored by banks and brokerage firms. Such notes and
bonds are held in custody by a bank on behalf of the owners of the receipts.
These custodial receipts are known by various names, including "Treasury
Receipts" ("TRs"), "Treasury Investment Growth Receipts" ("TIGRs") and
"Certificates of Accrual on Treasury Securities" ("CATS"), and may not be
treated as U.S. Government securities.
DEBT SECURITIES RATINGS
Description of Commercial Paper Ratings
Commercial paper rated A (highest quality) by S&P is issued by entities
which have liquidity ratios which are adequate to meet cash requirements.
Long-term senior debt is rated A or better, although in some cases BBB credits
may be allowed. The issuer has access to at least two additional channels of
borrowing. Basic earnings and cash flow have an upward trend with allowance made
for unusual circumstances. Typically, the issuer's industry is well established
and the issuer has a strong position within the industry. The reliability and
quality of management are unquestioned. The relative strength or weakness of the
above factors determines whether the issuer's commercial paper is rated A-1, A-2
or A-3. (Those A-1 issues determined to possess overwhelming safety
characteristics are denoted with a plus (+) sign: A-1+.)
The rating Prime is the highest commercial paper rating assigned by
Moody's. Among the factors considered by Moody's in assigning ratings are the
following: evaluation of the management of the issuer; economic evaluation of
8
<PAGE>
the issuer's industry or industries and an appraisal of speculative-type risks
which may be inherent in certain areas; evaluation of the issuer's products in
relation to competition and customer acceptance; liquidity; amount and quality
of long-term debt; trend of earnings over a period of 10 years; financial
management of obligations which may be present or may arise as a result of
public interest questions and preparations to meet such obligations. These
factors are all considered in determining whether the commercial paper is rated
Prime-1, Prime-2 or Prime-3.
Description of the highest corporate bond and debenture ratings of S&P
AAA: Debt rated AAA has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.
AA: Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.
Description of the highest corporate bond and debenture ratings of Moody's
Aaa: Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or exceptionally stable
margin, and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa: Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
ADDITIONAL INFORMATION CONCERNING
CERTAIN INVESTMENT TECHNIQUES
When-Issued Securities
The Fund may purchase "when-issued" debt securities, which are traded on
a price or yield basis prior to actual issuance. Such purchases will be made
only to achieve the Fund's investment objective and not for leverage. The
when-issued trading period generally lasts from a few days to up to a month or
more; during this period interest will not accrue. A frequent form of
when-issued trading occurs in the U.S. Treasury market when dealers begin to
trade a new issue of bonds or notes shortly after a Treasury financing is
announced, but prior to the actual sale of the securities. Such transactions may
9
<PAGE>
involve a risk of loss if the value of the securities falls below the price
committed to prior to actual issuance. The Trust's custodian will establish a
segregated account for the Fund when it purchases securities on a when-issued
basis consisting of cash or liquid securities equal to the amount of the
when-issued commitments.
Rule 144A Securities
The Fund may buy or sell restricted securities in accordance with Rule
144A under the Securities Act of 1933 ("Rule 144A Securities"). Securities may
be resold pursuant to Rule 144A under certain circumstances only to qualified
institutional buyers as defined in the rule, and the markets and trading
practices for such securities are relatively new and still developing; depending
on the development of such markets, such Rule 144A Securities may be deemed to
be liquid as determined by or in accordance with methods adopted by the
Trustees. Under such methods the following factors are considered, among others:
the frequency of trades and quotes for the security, the number of dealers and
potential purchasers in the market, marketmaking activity, and the nature of the
security and marketplace trades. Investments in Rule 144A Securities could have
the effect of increasing the level of the Fund's illiquidity to the extent that
qualified institutional buyers become, for a time, uninterested in purchasing
such securities. Also, the Fund may be adversely impacted by the possible
illiquidity and subjective valuation of such securities in the absence of a
market for them.
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<PAGE>
TRUSTEES AND OFFICERS
The Trustees and officers of the Trust, their addresses, and their
principal occupations and positions with certain affiliates of State Street
Research & Management Company (the "Investment Manager") are set forth below.
+Edward M. Lamont, Box 1234, Moores Hill Road, Syosset, NY 11791, serves
as Trustee of the Trust. He is 68. He is engaged principally in private
investments and civic affairs, and is an author of business history. Previously,
he was with Morgan Guaranty Trust Company of New York.
+Robert A. Lawrence, Saltonstall & Co., 50 Congress Street, Boston, MA
02109, serves as Trustee of the Trust. He is 68. His principal occupation during
the past five years has been Partner, Saltonstall & Co., a private investment
firm.
*+Francis J. McNamara, III has served as Secretary and General Counsel of
the Trust since May, 1995. He is 39. His principal occupation is Senior Vice
President, Secretary and General Counsel of the Investment Manager. During the
past five years he has also served as Senior Vice President, General Counsel and
Assistant Secretary of The Boston Company, Inc., Boston Safe Deposit and Trust
Company and The Boston Company Advisors, Inc. Mr. McNamara's other principal
business affiliations include Senior Vice President, Clerk and General Counsel
of State Street Research Investment Services, Inc.
*+Gerard P. Maus, One Financial Center, Boston, MA 02111, serves as
Treasurer of the Trust. He is 44. His principal occupation is Executive Vice
President, Treasurer and Director of State Street Research & Management Company.
During the past five years he has also served as Executive Vice President and
Chief Financial Officer of New England Investment Companies and Senior Vice
President and Vice President of New England Mutual Life Insurance Company. Mr.
Maus's other principal business affiliations include Executive Vice President,
Treasurer, Chief Financial Officer and Director of State Street Research
Investment Services, Inc.
+Dean O. Morton, 3200 Hillview Avenue, Palo Alto, CA 94304, serves as
Trustee of the Trust. He is 63. He is retired, having served during the past
five years, until October 1992, as Executive Vice President, Chief Operating
Officer and Director, Hewlett-Packard Company.
- ----------
* or + See footnotes on page 13.
11 & 12
<PAGE>
*JoAnne C. Mulligan, One Financial Center, Boston, MA 02111, serves as
Vice President of the Trust. She is 38. Her principal occupation is Vice
President of State Street Research & Management Company. During the past five
years she has also served as a portfolio manager and a fixed-income trader for
State Street Research & Management Company.
+Thomas L. Phillips, 141 Spring Street, Lexington, MA 02173 serves as
Trustee of the Trust. He is 71. He is retired and was formerly Chairman of the
Board and Chief Executive Officer of Raytheon Company, of which he remains a
Director.
+Toby Rosenblatt, 3409 Pacific Avenue, San Francisco, CA 94118, serves as
Trustee of the Trust. He is 57. His principal occupation during the past five
years has been President of The Glen Ellen Company, a private investment
company, and Vice President of Founders Investments Ltd.
+Michael S. Scott Morton, Massachusetts Institute of Technology, 77
Massachusetts Avenue, Cambridge, MA 02139, serves as Trustee of the Trust. He is
57. His principal occupation during the past five years has been Jay W.
Forrester Professor of Management at Sloan School of Management, Massachusetts
Institute of Technology.
*+Thomas A. Shively, One Financial Center, Boston, MA 02111, serves as
Vice President of the Trust. He is 41. His principal occupation is Executive
Vice President and Director of State Street Research & Management Company.
During the past five years he has also served as Senior Vice President of State
Street Research & Management Company. Mr. Shively's other principal business
affiliations include Director of State Street Research Investment Services, Inc.
*+Ralph F. Verni, One Financial Center, Boston, MA 02111, serves as
Chairman of the Board, President, Chief Executive Officer and Trustee of the
Trust. He is 52. His principal occupation is Chairman of the Board, President,
Chief Executive Officer and Director of State Street Research & Management
Company. During the past five years he also served as President and Chief
Executive Officer of New England Investment Companies and Chief Investment
Officer and Director of New England Mutual Life Insurance Company. Mr. Verni's
other principal business affiliations include Chairman of the Board, President,
Chief Executive Officer and Director of State Street Research Investment
Services, Inc.
- ----------
* or + See footnotes on page 13.
13 & 14
<PAGE>
+Jeptha H. Wade, 251 Old Billerica Road, Bedford, MA 01730, serves as
Trustee of the Trust. He is 70. He is retired and was formerly Of Counsel for
the law firm Choate, Hall & Stewart. He was a partner of that firm from 1960 to
1987.
- ----------
* These Trustees and/or officers are or may be deemed to be "interested
persons" of the Trust under the 1940 Act because of their affiliations with
the Fund's investment adviser.
+ Serves as a Trustee and/or officer of one or more of the following
investment companies, each of which has an advisory or distribution
relationship with the Investment Manager or its affiliates: MetLife - State
Street Equity Trust, MetLife - State Street Financial Trust, State Street
Research Income Trust, State Street Research Money Market Trust, State
Street Research Tax-Exempt Trust, State Street Research Capital Trust,
State Street Research Exchange Trust, State Street Research Growth Trust,
State Street Research Master Investment Trust, State Street Research
Securities Trust, State Street Research Portfolios, Inc. and Metropolitan
Series Fund, Inc.
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As of June 30, 1995, the Trustees and officers of the Trust as a group
owned less than 1% of any class of the Fund's outstanding shares.
As of June 30, 1995, Metropolitan Life Insurance Company
("Metropolitan"), a New York corporation having its principal offices at One
Madison Avenue, New York, New York 10010, was the record and/or beneficial
owner, directly or indirectly through its subsidiaries or affiliates of
approximately __% of the outstanding Class E shares of the Fund, and may be
deemed to be in control of such Class E shares of the Fund. Ownership of 25% or
more of a voting security is deemed "control" as defined in the 1940 Act. So
long as 25% of a class of shares is so owned, such owners will be presumed to be
in control of such class of shares for purposes of voting on certain matters
submitted to a vote of shareholders, such as any Distribution Plan for a given
class.
Also as of June 30, 1995, the following persons or entities were the
record and/or beneficial owners of the approximate amounts of each class of
shares of the fund as set forth beside their names:
During the Fund's most recent fiscal year, the Trustees were compensated
as follows:
Total
Compensation
Aggregate From Trust and
Name of Compensation Complex Paid
Trustee From Trust to Trustees(a)
- ------- ---------- --------------
Edward M. Lamont $3,675 $55,411
Robert A. Lawrence $3,675 $82,775
Dean O. Morton $4,075 $93,625
Thomas L. Phillips $3,575 $65,525
Toby Rosenblatt $3,675 $55,411
Michael S. Scott Morton $4,075 $90,375
Ralph F. Verni - -
Jeptha H. Wade $3,675 $65,475
(a) Includes compensation from Metropolitan Series Fund, Inc., for which the
Investment Manager serves as sub-investment adviser, State Street Research
Portfolios, Inc., for which State Street Research Investment Services, Inc.
serves as distributor, and all investment companies for which the
Investment Manager serves as primary investment adviser, comprising a total
of 30 series. The Trust does not provide any pension or retirement benefits
for the Trustees.
16
<PAGE>
INVESTMENT ADVISORY SERVICES
State Street Research & Management Company, the Investment Manager, a
Delaware corporation, with offices at One Financial Center, Boston,
Massachusetts 02111-2690, acts as investment adviser to the Fund. The Advisory
Agreement provides that the Investment Manager shall furnish the Fund with an
investment program, office facilities and such investment advisory, research and
administrative services as may be required from time to time. The Investment
Manager compensates all executive and clerical personnel and Trustees of the
Trust if such persons are employees of the Investment Manager or its affiliates.
The Investment Manager is an indirect, wholly-owned subsidiary of Metropolitan.
The advisory fee payable monthly by the Fund to the Investment Manager is
computed as a percentage of the average of the value of the Fund's net assets as
determined at the close of the New York Stock Exchange (the "NYSE") on each day
the NYSE is open for trading, at the annual rate of 0.50% of the net assets of
the Fund. The Fund has been advised that the Distributor and its affiliates may
from time to time and in varying amounts voluntarily assume some portion of fees
or expenses relating to the Fund. For the fiscal years ended March 31, 1993,
1994 and 1995, the investment advisory fees for the Fund were $797,459,
$702,726 and $843,948, respectively. For the same periods, the voluntary
reduction of fees or assumption of expenses amounted to $88,898, $482,571 and
$922,515, respectively.
Further, to the extent required under applicable state regulatory
requirements, the Investment Manager will reduce its management fee up to the
amount of any expenses (excluding permissible items, such as brokerage
commissions, if any, Rule 12b-1 payments, interest, taxes and litigation
expenses) paid or incurred by the Fund in any fiscal year which exceed specified
percentages of the average daily net assets of the Fund for such fiscal year.
The most restrictive of such percentage limitations is currently 2.5% of the
first $30 million of average net assets, 2.0% of the next $70 million of average
net assets and 1.5% of the remaining average net assets. These commitments may
be amended or rescinded in response to changes in the requirements of the
various states by the Trustees without shareholder approval.
The Advisory Agreement provides that it shall continue in effect from
year to year with respect to the Fund as long as it is approved at least
annually both (i) by a vote of a majority of the outstanding voting securities
of the Fund (as defined in the 1940 Act) or by the Trustees of the Trust, and
(ii) in either event by a vote of a majority of the Trustees who are not parties
to the Advisory Agreement or "interested persons" of any party thereto, cast in
person at a meeting called for the purpose of voting on such approval. The
Advisory Agreement may be terminated on 60 days' written notice by either party
and will terminate automatically in the event of its assignment, as defined
under the 1940 Act and regulations thereunder. Such regulations provide that a
transaction which does not result in a change of actual control or management of
an adviser is not deemed an assignment.
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<PAGE>
Under a Funds Administration Agreement between the Investment Manager and
the Distributor, the Distributor provides assistance to the Investment Manager
in performing certain fund administration services for the Trust, such as
assistance in determining the daily net asset value of shares of series of the
Trust and in preparing various reports required by regulations.
Under a Shareholders' Administrative Services Agreement between the Trust
and the Distributor, the Distributor provides shareholders' administrative
services, such as responding to inquiries and instructions from investors
respecting the purchase and redemption of shares of the Fund, and is entitled to
reimbursements of its costs for providing such services. Under certain
arrangements for Metropolitan to provide subadministration services,
Metropolitan may receive a fee for the maintenance of certain share ownership
records for participants in sponsored arrangements, such as employee benefit
plans, through or under which Fund shares may be purchased.
Under the Code of Ethics of the Investment Manager, its employees in
Boston, where investment management operations are conducted, are only permitted
to engage in personal securities transactions which do not involve securities
which the Investment Manager has recommended for purchase or sale, or purchased
or sold, on behalf of its clients. Such employees must report their personal
securities transactions quarterly and supply broker confirmations to the
Investment Manager.
PURCHASE AND REDEMPTION OF SHARES
Shares of the Fund are distributed by the Distributor. The Fund offers
multiple classes of shares which may be purchased at the next determined net
asset value per share plus, in the case of all classes except Class C and Class
E shares, a sales charge which is imposed on a deferred basis (the Class B and
Class D shares). General information on how to buy shares of the Fund, as well
as sales charges involved, are set forth under "Purchase of Shares" in the
Prospectus. The following supplements that information.
Class C Shares - Class C shares are currently available to (i) benefit
plans such as qualified retirement plans, other than individual retirement
accounts and self-employed retirement plans, which meet certain criteria
relating to minimum assets, minimum participants, service agreements, or similar
factors; (ii) tax-exempt retirement plans of the Investment Manager and its
affiliates, including the retirement plans of the Investment Manager's
affiliated brokers; (iii) unit investment trusts sponsored by the Investment
Manager or its affiliates; (iv) banks and insurance companies purchasing for
their own accounts; (v) investment companies not affiliated with the Investment
Manager; and (vi) endowment funds of nonprofit organizations with substantial
minimum assets. The entities included in categories (i), (iv) and (vi) may not
be affiliates of the Investment Manager.
18
<PAGE>
Reorganizations - In the event of mergers or reorganizations with other
public or private collective investment entities, including investment companies
as defined in the 1940 Act, as amended, the Fund may issue its shares at net
asset value (or more) to such entities or to their security holders.
Redemptions - The Fund reserves the right to pay redemptions in kind with
portfolio securities in lieu of cash. In accordance with its election pursuant
to Rule 18f-1 under the 1940 Act, the Fund may limit the amount of redemption
proceeds paid in cash. Although it has no present intention to do so, the Fund
may, under unusual circumstances, limit redemptions in cash with respect to each
shareholder during any ninety-day period to the lesser of (i) $250,000 or (ii)
1% of the net asset value of the Fund at the beginning of such period. In
connection with any redemptions paid in kind with portfolio securities,
brokerage and other costs may be incurred by the redeeming shareholder in the
sale of the securities received.
19
<PAGE>
NET ASSET VALUE
Securities held by the Fund are valued on the basis of amortized cost,
which involves a constant amortization of premium or accretion of discount to
maturity regardless of the impact of fluctuating interest rates on the market
value of the security. While this method provides certainty in valuation, it may
result in periods in which the value as determined by amortized cost is higher
or lower than the price the Fund would receive if it sold the security. On each
day that the NYSE is open for unrestricted trading, the net asset value of the
shares of the Fund is determined as of 12 noon and as of the close of the NYSE,
which is ordinarily 4 P.M. New York City time. The NYSE is currently closed on
New Year's Day, Presidents Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.
The Fund anticipates that under ordinary and usual circumstances it will
be able to maintain a constant net asset value of $1.00 per share and the Fund
will use its best efforts to do so. However, such maintenance at $1.00 might not
be possible if (1) there are changes in short-term interest rates or other
factors such as unfavorable changes in the credit of issuers affecting the
values of the securities held by the Fund and the Fund is compelled to sell such
securities at a time when the prices which it is able to realize vary
significantly from the values determined on the amortized cost basis or (2) the
Fund should have negative net income. It is expected that the Fund will have
positive net income at the time of each determination thereof. If for any reason
the net income of the Fund is negative, the Fund will first offset the negative
amount with respect to each shareholder account against the dividends which
accrued during the month with respect to each such account. If and to the extent
that such negative amount exceeds such accrued dividends at the end of the month
(or at any earlier time when redemption by the shareholder would reduce the net
asset value of the shares of the Fund in his account to less than the excess of
such negative account over accrued dividends), the Fund will reduce the number
of its outstanding shares by treating the shareholder as having contributed to
the capital of the Fund that number of shares of the Fund in the account of such
shareholder which represents the amount of such excess. Each shareholder will be
deemed to have agreed to such contributions in these circumstances by his
investment in the Fund.
The utilization of the amortized cost method of valuation requires
compliance with the requirements of Rule 2a-7 under the 1940 Act. Such
compliance requires, among other things, the following:
(1) The Trustees must adopt procedures whereby the extent of deviation, if
any, of the current net asset value per share calculated using
available market quotations (or an appropriate substitute which
reflects current market conditions) from the Fund's net asset value
per share under the amortized cost valuation method will be determined
at such intervals as the Trustees deem appropriate and reasonable in
light of current market conditions, and the Trustees must review
20
<PAGE>
periodically the amount of the deviation as well as the methods used
to calculate the deviation;
(2) In the event such deviation from the Fund's net asset value under the
amortized cost valuation method exceeds 1/2 of 1%, the Trustees must
promptly consider what action should be initiated by them, and when
the Trustees believe the extent of any deviation from the Fund's net
asset value per share under the amortized cost valuation method may
result in material dilution or any other unfair results to investors
or existing shareholders, they must take such action as they deem
appropriate to eliminate or reduce to the extent reasonably
practicable such dilution or unfair results (shareholders will be
notified in the event any such corrective action is taken by the
Trustees);
(3) The Fund may not purchase any instrument with a remaining maturity
greater than thirteen months or maintain a dollar-weighted average
portfolio maturity which exceeds 90 days;
(4) The Fund must limit its portfolio investments, including repurchase
agreements, to those United States dollar-denominated instruments
which the Trustees determine present minimal credit risks and which
are eligible securities as defined in Rule 2a-7; and
(5) The Fund must record, maintain and preserve certain records and
observe certain reporting obligations in accordance with Rule 2a-7.
PORTFOLIO TRANSACTIONS
Portfolio Turnover
The Fund's portfolio turnover rate is determined by dividing the lesser
of securities purchases or sales for a year by the monthly average value of
securities held by the Fund (excluding, for purposes of this determination,
securities the maturities of which as of the time of their acquisition were one
year or less). Because the Fund only invests in securities with remaining
maturities of thirteen months or less, virtually all of which are excludable in
determining the rate of portfolio turnover, the portfolio turnover rate for the
Fund's two most recent fiscal year ends has been zero.
Brokerage Allocation
The Fund and the Investment Manager seek the best overall execution of
purchase or sale orders and the most favorable net price in securities
transactions consistent with their judgment as to the business qualifications of
the various broker or dealer firms with which the Fund may do business.
21
<PAGE>
Decisions with respect to the market where the transaction is to be completed,
and to the allocation of orders among brokers or dealers, are made in accordance
with this policy. In selecting brokers or dealers to effect portfolio
transactions, consideration is given to the performance, integrity and financial
responsibility of the various firms as well as to their demonstrated execution
experience and capability generally and in regard to
particular markets or securities and, in agency transactions, to the
competitiveness of the commission rates (or in principal transactions, of the
net prices) they charge. The Investment Manager keeps current as to the range of
rates or prices charged by various firms and against this background evaluates
the reasonableness of a commission or price charged with respect to a particular
transaction by considering such factors as difficulty of execution or security
positioning by the executing firm.
When it appears that a number of firms can satisfy the required standards
in respect of a particular transaction, consideration may also be given to
services other than execution services which such firms have provided in the
past or may provide in the future. Among such other services are the supplying
of supplemental investment research, general economic and political information,
analytical and statistical data, relevant market information and daily market
quotations for computation of net asset value. In this connection it should be
noted that a substantial portion of brokerage commissions paid, or principal
transactions entered, by the Fund may be with brokers and investment banking
firms which, in the normal course of business, publish statistical, research and
other material which is received by the Investment Manager and which may or may
not prove useful to the Investment Manager, the Fund or other clients under the
management of the Investment Manager.
Neither the Fund nor the Investment Manager has any definite agreements
with any firm as to the amount of business which that firm may expect to receive
for services supplied or otherwise. There may be, however, understandings with
certain firms that in order for such firms to be able to continuously supply
certain services, they need to receive allocation of a specified amount of
business. These understandings are honored to the extent possible in accordance
with the policy set forth above. Neither the Fund nor the Investment Manager
intends to pay a firm in excess of that which another would charge for handling
the same transaction in recognition of services (other than execution services)
provided. However, the Fund and the Investment Manager are aware that this is an
area where differences of opinion as to fact and circumstances may exist, and in
such circumstances, if any, rely on the provisions of Section 28(e) of the
Securities Exchange Act of 1934, to the extent applicable. During the fiscal
years ended March 31, 1993, 1994 and 1995, the Fund paid no brokerage
commissions. During and at the end of its most recent fiscal year, the Fund held
no securities of any entity that might be deemed to be a regular broker dealer
of the Fund as defined under the 1940 Act.
Occasions may arise when the Investment Manager determines that an
investment in a particular security, or the disposition of a particular
security, is simultaneously a proper investment decision for the Fund as well as
for the portfolio of one or more of its other clients. In this event, a purchase
22
<PAGE>
or sale, as the case may be, of any such security on any given day will be
normally averaged as to price and allocated as to amount among the several
clients in a manner deemed equitable to each client.
On occasions when the Investment Manager deems the purchase or sale of a
security to be in the best interests of the Fund, as well as other clients of
the Investment Manager, the Investment Manager, to the extent permitted by
applicable laws and regulations, may aggregate such securities to be sold or
purchased for the Fund with those to be sold or purchased for other customers in
order to obtain best execution and lower brokerage commissions, if any. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Investment Manager in
the manner it considers to be most equitable and consistent with its fiduciary
obligations to all such customers, including the Fund. In some instances, this
procedure may affect the price and size of the positions obtainable for the
Fund.
CERTAIN TAX MATTERS
The Fund intends to qualify and elect to be treated each taxable year as
a "regulated investment company" under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"), although it cannot give complete assurance
that it will do so. Accordingly, the Fund must, among other things, (a) derive
at least 90% of its gross income in each taxable year from dividends, interest,
payments with respect to securities loans, gains from the sale or other
disposition of stock, securities or foreign currencies, or other income
(including, but not limited to, gains from options, futures or forward
contracts) derived with respect to its business of investing in such stock,
securities or currencies (the "90% test"); (b) derive less than 30% of its gross
income in each taxable year from the sale or other disposition of any of the
following held for less than three months (the "30% test"): (i) stocks or
securities, (ii) options, futures, or forward contracts (other than options,
futures or forward contracts on foreign currencies), or (iii) foreign currencies
(or options, futures, or forward contracts on foreign currencies) but only if
such currencies (or options, futures or forward contracts) are not directly
related to the Fund's principal business of investing in stocks or securities
(or options and futures with respect to stocks or securities); (c) satisfy
certain diversification requirements; and (d) in order to be entitled to utilize
the dividends paid deduction, distribute annually at least 90% of its investment
company taxable income (determined without regard to the deduction for dividends
paid).
If the Fund should fail to qualify as a regulated investment company in
any year, it would lose the beneficial tax treatment accorded regulated
investment companies under Subchapter M of the Code and all of its taxable
income would be subject to tax at regular corporate rates without any deduction
for distributions to shareholders and such distributions will be taxable to
shareholders as ordinary income to the extent of the Fund's current or
accumulated earnings and profits. Also, the shareholders, if they received a
distribution in excess of current or accumulated earnings and profits, would
23
<PAGE>
receive a return of capital that would reduce the basis of their shares of the
Fund.
The Fund will be liable for a nondeductible 4% excise tax on amounts not
distributed on a timely basis in accordance with a calendar year distribution
requirement. To avoid the tax, during each calendar year the Fund must
distribute an amount equal to at least 98% of the sum of its ordinary income
(not taking into account any capital gains or losses) for the calendar year, and
its capital gain net income for the 12-month period ending on October 31, in
addition to any undistributed portion of the respective balances from the prior
year. The Fund intends to make sufficient distributions to avoid this 4% excise
tax.
Dividends paid by the Fund will be taxable for federal income tax
purposes, whether received in cash or reinvested in additional shares, as
ordinary income. Dividends paid by the Fund are not expected to be eligible for
the dividends received deduction available to corporations.
DISTRIBUTION OF SHARES OF THE FUND
State Street Research Money Market Trust (formerly, MetLife - State
Street Money Market Trust) is currently comprised of one series, State Street
Research Money Market Fund. The Trustees have authorized the Fund to issue four
classes of shares: Class B, Class C, Class D and Class E shares. The Trustees of
the Trust have authority to issue an unlimited number of shares of beneficial
interest of separate series, $.001 par value per share. A "series" is a separate
pool of assets of the Trust which is separately managed and has a different
investment objective and different investment policies from those of another
series. The Trustees have authority, without the necessity of a shareholder
vote, to create any number of new series or classes or to commence the public
offering of shares of any previously established series or class.
The Trust has entered into a Distribution Agreement with State Street
Research Investment Services, Inc., as Distributor, whereby the Distributor acts
as agent to sell and distribute shares of the Fund. Shares of the Fund are sold
through dealers who have entered into sales agreements with the Distributor. The
Distributor distributes shares of the Fund on a continuous basis at an offering
price which is based on the net asset value per share of the Fund plus a sales
charge which is imposed on a deferred basis (the Class B and Class D shares).
The Distributor may allow all or portions of such sales charges as concessions
to dealers. For the fiscal year ended March 31, 1993, no underwriting
commissions or sales charges were paid in connection with the distribution of
shares of the Fund. For the period June 1, 1993 (commencement of share class
designations) to November 30, 1993 (redesignation of Class A shares to Class E
shares), total sales charges on Class A shares paid to the Distributor amounted
to $13,553, of which $3,436 was retained by the Distributor after reallowance of
concessions to dealers. For the fiscal year ended March 31, 1995, no
24
<PAGE>
under-writing commissions or sales charges were paid in connection with the
distribution of Class E shares of the Fund.
For the periods shown below, the Distributor received contingent deferred
sales charges upon redemption of Class B and Class D shares of the Fund and paid
initial commissions to securities dealers for sales of such Class B and Class D
shares as follows:
June 1, 1993
(commencement of
Fiscal Year share class
Ended designations) to
March 31, 1995 March 31, 1994
-------------- --------------
Contingent Commissions Contingent Commissions
Deferred Paid to Deferred Paid to
Sales Charges Dealers Sales Charges Dealers
------------- ------- ------------- -------
Class B $ 74,696 $7,654 $1,229 $5,828
Class D $ 1,884 $ 123 $ 141 $2,524
For information on the amount of distribution fees paid by the Fund to
the Distributor, see below.
The Fund has adopted a "Plan of Distribution Pursuant to Rule 12b-1" (the
"Distribution Plan") under which the Fund may engage, directly or indirectly, in
financing any activities primarily intended to result in the sale of Class B and
Class D shares, including, but not limited to, (1) the payment of commissions
and/or reimbursement to underwriters, securities dealers and others engaged in
the sale of shares, including payments to the Distributor to be used to pay
commissions and/or reimbursement to securities dealers (which securities dealers
may be affiliates of the Distributor) engaged in the distribution and marketing
of shares and furnishing ongoing assistance to investors, (2) reimbursement of
direct out-of-pocket expenditures incurred by the Distributor in connection with
the distribution and marketing of shares and the servicing of investor accounts
including expenses relating to the formulation and implementation of marketing
strategies and promotional activities such as direct mail promotions and
television, radio, newspaper, magazine and other mass media advertising, the
preparation, printing and distribution of Prospectuses of the Fund and reports
for recipients other than existing shareholders of the Fund, and obtaining such
information, analyses and reports with respect to marketing and promotional
activities and investor accounts as the Fund may, from time to time, deem
advisable, and (3) reimbursement of expenses incurred by the Distributor in
connection with the servicing of shareholder accounts including payments to
securities dealers and others in consideration of the provision of personal
services to investors and/or the maintenance of shareholder accounts and
expenses associated with the provision of personal service by the Distributor
directly to investors. In addition, the Distribution Plan is deemed to authorize
25
<PAGE>
the Distributor and the Investment Manager to make payments out of general
profits, revenues or other sources to underwriters, securities dealers and
others in connection with sales of shares, to the extent, if any, that such
payments may be deemed to be within the scope of Rule 12b-1 under the 1940 Act.
The expenditures to be made pursuant to the Distribution Plan may not
exceed with respect to Class B and Class D shares, an annual rate of 0.75% of
the average daily value of the net assets represented by such Class B or Class D
shares (as the case may be) to finance sales or promotion expenses and an annual
rate of 0.25% of the average daily value of the net assets represented by such
Class B or Class D shares (as the case may be) to make payments for personal
services and/or the maintenance of shareholder accounts. Proceeds from the
service fee will be used by the Distributor to compensate securities dealers and
others selling shares of the Fund for rendering service to shareholders on an
ongoing basis. Such amounts are based on the net asset value of shares of the
Fund held by such dealers as nominee for their customers or which are owned
directly by such customers for so long as such shares are outstanding and the
Distribution Plan remains in effect with respect to the Fund. Any amounts
received by the Distributor and not so allocated may be applied by the
Distributor as reimbursement for expenses incurred in connection with the
servicing of investor accounts. The distribution and servicing expenses of a
particular class will be borne solely by that class.
During the fiscal year ended March 31, 1995, the Fund paid the
Distributor fees under the Distribution Plan and the Distributor used all of
such payments for expenses incurred on behalf of the Fund as follows:
Class B Class D
------- -------
Advertising $ 9,658 $ 2,319
Printing and mailing of prospectuses to
other than current shareholders 2,677 643
Compensation to dealers 8,597 0
Compensation to sales personnel 22,382 5,375
Interest 0 0
Carrying or other financing charges 0 0
Other expenses: marketing 18,318 4,399
------- -------
Total fees $ 1,632 $12,735
======= =======
26
<PAGE>
The Distributor may have also used additional resources of its own for further
expenses on behalf of the Fund.
No interested Trustee of the Trust has any direct or indirect financial
interest in the operation of the Distribution Plan or any related agreements
thereunder. The Distributor's interest in the Distribution Plan is described
above.
To the extent that the Glass-Steagall Act may be interpreted as
prohibiting banks and other depository institutions from being paid for
performing services under the Distribution Plan, the Fund will attempt to make
alternative arrangements for such services for shareholders who acquired shares
through such institutions.
CALCULATION OF PERFORMANCE DATA
The average annual total return and yield of the Class B, Class C, Class
D and Class E shares of the Fund will be calculated as set forth below. Total
return and yield are computed separately for each class of shares of the Fund.
Performance data for a specified class includes periods prior to the adoption of
class designations. Shares of the Fund had no class designations until June 1,
1993, when designations were assigned based on the pricing and Rule 12b-1 fees
applicable to shares sold thereafter.
The performance data reflects Rule 12b-1 fees and sales charges as set
forth below:
Rule 12b-1 Fees Sales Charges
------------------------------- ------------------------------
Current
Class Amount Period
- ----- ------ ------
B 1.00% 0% until June 1, 1993; 1- and 5-year periods reflect a
1.00% June 1, 1993 to 5% and a 2% contingent
present; fee will reduce deferred sales charge,
performance for periods respectively
after June 1, 1993
C 0.00% Since commencement of None
operations to present
D 1.00% 0% until June 1, 1993; 1-year period reflects a 1%
1.00% June 1, 1993 to contingent deferred sales charge
present; fee will reduce
performance for periods
after June 1, 1993
E 0.00% Since commencement of None
operations to present
27
<PAGE>
All calculations of performance data in this section reflect the
voluntary measures, if any, by the Fund's affiliates to reduce fees or expenses
relating to the Fund; see "Accrued Expenses" later in this section.
The net income of the Fund, as defined below, is determined as of the
normal close of trading on the NYSE (currently 4 P.M. New York City time) on
each business day on which the NYSE is open and all the net income of the Fund
so determined is declared as a dividend to its shareholders as of that time. For
this purpose the net income of the Fund shall consist of all interest income
accrued on the portfolio assets of the Fund from the time of the immediately
preceding determination of net income, less all expenses and liabilities of the
Fund chargeable against such income. Interest income includes discounts or
premiums accrued (including both original issue and market discount) on discount
paper or otherwise pursuant to the amortized cost method of valuation, accrued
ratably to the date of maturity. Expenses, including the compensation payable to
the Investment Manager, are accrued each day.
Accrued Expenses
Accrued expenses include all recurring expenses that are charged to all
shareholder accounts in proportion to the length of the base period. Accrued
expenses do not take into account recurring and nonrecurring charges for
optional services which only certain shareholders elect and which involve
nominal fees, such as the $7.50 fee for wire orders. Accrued expenses do not
include the subsidization, if any, by affiliates of fees or expenses relating to
the Fund during the subject period. In the absence of such subsidization, the
performance of the Fund would have been lower.
Yield
The Fund's yield is its investment income, less expenses, expressed as a
percentage of assets on an annualized basis for a seven-day period. The yield is
expressed as a simple annualized yield and as a compounded effective yield.
The simple annualized yield for each of the Fund's Class B, Class C,
Class D and Class E shares is computed by determining the net change (exclusive
of realized gains and losses from the sale of securities and unrealized
appreciation and depreciation) in the value of a hypothetical pre-existing
account having a balance of one share at the beginning of the seven-day period,
dividing the net change in account value by the value of the account at the
beginning of the period, and annualizing the resulting quotient (base period
return) on a 365- day basis. The net change in account value reflects the value
of additional shares purchased with dividends from the original shares in the
account during the seven-day period, and expenses accrued during the period. The
28
<PAGE>
compounded effective yield for each of the Fund's Class B, Class C, Class D and
Class E shares is computed by compounding the unannualized base period return,
by adding one to the base period return, raising the sum to a power equal to 365
divided by seven and subtracting one from the result.
The simple annualized and compounded effective yields as quoted in
advertisements will not be based on information as of a date more than 14 days
prior to the date of publication. Actual yield will vary depending on market
conditions, and principal is not insured. Actual yield also depends on the
qualities, maturities and types of instruments held by the Fund as well as its
operating expenses.
Any net realized capital gains of the Fund in excess of any available
loss carryforward will be distributed to shareholders of the Fund from time to
time as is deemed appropriate in maintaining the Fund's net asset value at one
dollar per share.
Total Return
The Fund's average annual total returns of each class of shares were as
follows:
Commencement of Five Years One Year
Operations (August 25, 1986) Ended Ended
through March 31, 1995 March 31, 1995 March 31, 1995
---------------------------- -------------- --------------
Class B 5.32% 3.67% -1.73%
Class C 5.55% 4.39% 4.31%
Class D 5.33% 4.02% 2.28%
Class E 5.54% 4.38% 4.31%
Standard total return is computed by determining the average annual
compounded rates of return over the designated periods that, if applied to the
initial amount invested, would produce the ending redeemable value in accordance
with the following formula:
P(1+T)^n = ERV
Where P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the
designated period assuming a hypothetical $1,000
payment made at the beginning of the designated
period
29
<PAGE>
The calculation is based on the further assumptions that the maximum
initial or contingent deferred sales charge applicable to the investment is
deducted, and that all dividends and distributions by the Fund are reinvested at
net asset value on the reinvestment dates during the periods. All accrued
expenses and recurring charges are also taken into account as described above.
Nonstandardized Total Return
The Fund may provide the above described standard total return results
for Class B, Class C, Class D and Class E shares for periods which end no
earlier than the most recent calendar quarter end and which begin twelve months
before, five years before and at the time of commencement of the Fund's
operations. In addition, the Fund may provide nonstandardized total return
results for differing periods, such as for the most recent six months, and/or
without taking sales charges, if any, into account. Such nonstandardized total
return is computed as otherwise described under "Total Return" except the result
may or may not be annualized and as noted, any applicable sales charge may not
be taken into account and therefore not deducted from the hypothetical initial
payment of $1,000. For example, the Fund's nonstandardized total returns for the
six months ended March 31, 1995, without taking sales charges into account, were
as follows:
Class B 1.98%
Class C 2.49%
Class D 1.98%
Class E 2.49%
Performance Presentation Under AIMR Guidelines
The following data has been prepared and is presented in accordance with
the Performance Presentation Standards of the Association for Investment
Management and Research ("AIMR").
30
<PAGE>
<TABLE>
<CAPTION>
COMPOSITE RETURN
Assets Total % of Total
Market Value (Net Assets)
Calendar Class Class Class Class (Net Assets in 000s) Managed
Year B C D E at Year End by Inv. Mgr.
- ---------- ----- ----- ----- ----- ------------------- --------------
<S> <C> <C> <C> <C> <C> <C>
1985 N/A N/A N/A N/A N/A N/A
1986 N/A N/A N/A N/A N/A N/A
1987 6.15% 6.15% 6.15% 6.15% 77 0.5%
1988 6.99% 6.99% 6.99% 6.99% 68 0.5%
1989 8.89% 8.89% 8.89% 8.89% 113 0.7%
1990 7.77% 7.77% 7.77% 7.77% 180 1.2%
1991 5.58% 5.58% 5.58% 5.58% 181 1.1%
1992 3.15% 3.15% 3.15% 3.15% 154 0.9%
1993 1.94% 2.50% 1.97% 2.50% 141 0.6%
1994 2.57% 3.61% 2.58% 3.60% 178 0.8%
Ann.
composite
returns 5.35% 5.55% 5.35% 5.55%
Standard
deviation
of annual
composite
returns 2.40% 2.16% 2.39% 2.16%
</TABLE>
- ---------------
Notes
1) The results have been prepared and presented in compliance with the AIMR
Performance Presentation Standards.
2) Returns for the full period are time weighted.
3) Performance data for a specified class includes periods prior to the
adoption of class designations in 1993. See foregoing information on
adoption of class designations.
4) Performance results are net of management, custodial and other fees and
expenses. The management fee is 0.50% of assets on an annualized basis. The
effects of initial or contingent deferred sales charges are not reflected.
31
<PAGE>
5) A complete list of composites of accounts managed by the Investment Manager
and performance results is available upon request.
CUSTODIAN
State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, is the Trust's custodian. As custodian, State Street Bank
and Trust Company is responsible for, among other things, safeguarding and
controlling the Fund's cash and securities, handling the receipt and delivery of
securities and collecting interest and dividends on the Fund's investments.
State Street Bank and Trust Company is not an affiliate of the Investment
Manager or its affiliates.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110,
serves as the Trust's independent accountants, providing professional services
including (1) an audit of the Fund's annual financial statements, (2) assistance
and consultation in connection with Securities and Exchange Commission filings
and (3) review of the annual income tax returns filed on behalf of the Fund.
FINANCIAL STATEMENTS
In addition to the reports provided to holders of record on a semiannual
basis, other supplementary financial reports may be made available from time to
time and holders of record may request a copy of a current supplementary report,
if any, by calling State Street Research Shareholder Services.
The following financial statements of MetLife - State Street Research
Money Market Fund are for the Fund's fiscal year ended March 31, 1995. MetLife -
State Street Research Money Market Fund changed its name to "State Street
Research Money Market Fund" on August 1, 1995.
32
<PAGE>
Investment Portfolio
March 31, 1995
<TABLE>
<CAPTION>
Principal Maturity Value
Amount Date (Note 1)
<S> <C> <C> <C>
COMMERCIAL PAPER 100.5%
Aerospace 3.3%
Raytheon Co., 5.94% $5,535,000 4/18/1995 $ 5,519,474
Bank Holding Company 4.7%
Canadian Imperial Holdings Inc.,
5.99% 8,000,000 5/12/1995 7,945,425
Business Service 8.3%
AT&T Corp., 5.90% 8,000,000 4/21/1995 7,973,778
BellSouth Telecommunications,
Inc., 5.95% 6,000,000 4/12/1995 5,989,092
13,962,870
Canadian Foreign 14.7%
Canadian Wheat Board, 6.08% 9,000,000 5/03/1995 8,951,360
Government of Canada, 6.00% 8,000,000 5/15/1995 7,941,333
Manitoba Hydro-Electric Board,
6.04% 8,000,000 6/15/1995 7,899,333
24,792,026
Captive Automobile Finance 10.1%
Ford Motor Credit Co., 5.98% 9,000,000 4/03/1995 8,997,010
General Motors Acceptance Corp.,
6.05% 8,000,000 5/01/1995 7,959,667
16,956,677
Captive Business Finance 8.3%
Chevron Oil Finance Co., 6.03% 7,000,000 4/19/1995 6,978,895
Pitney Bowes Credit Corp., 6.02% 7,000,000 6/01/1995 6,928,596
13,907,491
Chemicals 5.0%
Monsanto Co., 6.00% 8,500,000 4/14/1995 8,481,583
Consumer Finance 14.2%
American Express Credit Corp.,
6.00% $8,000,000 5/22/1995 $ 7,932,000
Beneficial Corp., 6.04% 9,000,000 4/10/1995 8,986,410
Sears Roebuck Acceptance Corp.,
6.03% 7,000,000 4/11/1995 6,988,275
23,906,685
Diversified Finance 14.1%
CIT Group Holdings, Inc., 6.05% 7,000,000 6/27/1995 6,897,654
General Electric Capital Corp.,
6.00% 8,000,000 5/18/1995 7,937,333
Transamerica Finance Group, Inc.,
6.02% 9,000,000 4/07/1995 8,990,970
23,825,957
Electric 1.4%
Southern California Edison Co.,
6.10% 2,384,000 4/11/1995 2,379,961
Food Products 10.0%
Nestle Capital Corp., 5.97% 8,000,000 5/23/1995 7,931,013
Philip Morris Cos., Inc., 6.01% 9,000,000 4/17/1995 8,975,960
16,906,973
Office Equipment 4.7%
Hewlett-Packard Co., 5.95% 8,000,000 4/25/1995 7,968,267
Retail 1.7%
Wal-Mart Stores, Inc., 6.00% 2,840,000 4/04/1995 2,838,580
Total Investments (Cost $169,391,969)-100.5% 169,391,969
Cash and Other Assets, Less Liabilities--(0.5)% (850,389)
Net Assets--100.0% $168,541,580
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
Statement of Assets and Liabilities
March 31, 1995
Assets
Investments, at value (Cost $169,391,969) (Note 1) $ 169,391,969
Cash 1,633
Receivable for fund shares sold 3,095,394
Receivable from Distributor (Note 3) 17,313
Other assets 31,935
172,538,244
Liabilities
Payable for fund shares redeemed 3,422,725
Accrued transfer agent and shareholder services (Note
2) 205,048
Dividends payable 186,609
Accrued management fee (Note 2) 71,283
Accrued distribution fee (Note 5) 8,837
Accrued trustees' fees (Note 2) 5,261
Other accrued expenses 96,901
3,996,664
Net Assets $ 168,541,580
Net Assets consist of:
Shares of beneficial interest $168,541,580
Net Asset Value and offering price per share of Class B
shares ($9,322,261 / 9,322,261 shares of beneficial
interest)* $1.00
Net Asset Value, offering price and redemption price
per share of Class C shares ($7,886,281 / 7,886,281
shares of beneficial interest) $1.00
Net Asset Value and offering price per share of Class D
shares ($841,770 / 841,770 shares of beneficial
interest)* $1.00
Net Asset Value, offering price and redemption price
per share of Class E shares ($150,491,268 /
150,491,268 shares of beneficial interest) $1.00
* Redemption price per share for Class B and Class D is equal to net asset
value less any applicable contingent deferred sales charge.
Statement of Operations
For the year ended March 31, 1995
Investment Income
Interest $ 8,492,935
Expenses
Transfer agent and shareholder services (Note 2) 995,359
Management fee (Note 2) 843,948
Registration fees 100,366
Custodian fee 91,535
Reports to shareholders 46,508
Legal fees 33,839
Audit fee 30,068
Trustees' fees (Note 2) 29,330
Distribution fee--Class B (Note 5) 61,632
Distribution fee--Class D (Note 5) 12,735
Miscellaneous 17,474
2,262,794
Expenses borne by the Distributor (Note 3) (922,515)
1,340,279
Net investment income and net increase in net
assets resulting from operations $ 7,152,656
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
Statement of Changes in Net Assets
March 31, 1995
Year ended March 31
1995 1994
Increase (Decrease) in Net Assets
Operations:
Net investment income and net
increase resulting from
operations $ 7,152,656 $ 3,454,182
Dividends from net investment
income:
Class A -- (31,881)
Class B (217,870) (5,300)
Class C (256,892) (5,739)
Class D (42,149) (1,634)
Class E (6,635,745) (3,409,628)
(7,152,656) (3,454,182)
Net increase (decrease) from
fund share transactions
(Note 6) 25,424,190 (6,713,162)
Total increase (decrease) in
net assets 25,424,190 (6,713,162)
Net Assets
Beginning of year 143,117,390 149,830,552
End of year $168,541,580 $ 143,117,390
The accompanying notes are an integral part of the financial statements.
Notes to Financial Statements
Note 1
MetLife-State Street Research Money Market Fund, formerly MetLife-State Street
Money Market Fund (the "Fund") is a series of MetLife-State Street Money Market
Trust (the "Trust"), which was organized as a Massachusetts business trust in
April, 1985 and is registered under the Investment Company Act of 1940, as
amended, as an open-end management investment company. The Fund commenced
operations in August, 1986. The Fund is presently the only active series of the
Trust, although the Trustees have the authority to create an unlimited number
of series.
The Fund offers four classes of shares. Effective November 30, 1993, the Fund
discontinued offering Class A shares and any existing Class A shares were
redesignated Class E shares. Class A shares were subject to an initial sales
charge of up to 4.50% and annual service fees of 0.25% of average daily net
assets. Class B shares are subject to a contingent deferred sales charge on
certain redemptions made within five years of purchase and pay annual
distribution and service fees of 1.00%. Class B shares automatically convert
into Class E shares (which pay lower ongoing expenses) at the end of eight
years after the issuance of the Class B shares. Class C shares are only offered
to certain employee benefit plans and large institutions. No sales charge is
imposed at the time of purchase or redemption of Class C shares. Class C shares
do not pay any distribution or service fees. Class D shares are subject to a
contingent deferred sales charge of 1.00% on any shares redeemed within one
year of their purchase. Class D shares also pay annual distribution and service
fees of 1.00%. Class E shares are offered to any individual. Class E shares are
not subject to any initial or contingent deferred sales charges and do not pay
any distribution or service fees. The Fund's expenses are borne pro rata by
each class, except that each class bears expenses, and has exclusive voting
rights with respect to provisions of the Plan of Distribution, related
specifically to that class. The Trustees declare separate dividends on each
class of shares.
The following significant accounting policies are consistently followed by the
Fund in preparing its financial statements, and such policies are in conformity
with generally accepted accounting principles for investment companies.
A. Investment Valuation
The Fund values securities at amortized cost, pursuant to which the Fund must
adhere to certain conditions. The amortized cost method involves valuing a
portfolio security initially at its cost and thereafter assuming a constant
amortization to maturity of any discount or premium regardless of the effect of
fluctuating interest rates on the market value of the investments.
B. Security Transactions
Security transactions are accounted for on the trade date (date the order to
buy or sell is executed). Realized gains or losses, if any, are reported on the
basis of identified cost of securities delivered.
4
<PAGE>
C. Net Investment Income
Net investment income is determined daily and consists of interest accrued and
discount earned, less amortization of premium and the estimated daily expenses
of the Fund. Interest income is accrued daily as earned.
D. Dividends
Dividends from net investment income are declared daily and paid or reinvested
monthly. Net realized capital gains, if any, are distributed annually, unless
additional distributions are required for compliance with applicable tax
regulations.
E. Federal Income Taxes
No provision for Federal income taxes is necessary because the Fund has elected
to qualify under Subchapter M of the Internal Revenue Code and its policy is to
distribute all of its taxable income, including net realized capital gains,
within the prescribed time periods.
Note 2
The Trust and State Street Research & Management Company (the "Adviser"), an
indirect wholly-owned subsidiary of Metropolitan Life Insurance Company
("Metropolitan"), have entered into an agreement under which the Adviser earns
monthly fees at an annual rate of 0.50% of the Fund's average daily net assets.
In consideration of these fees, the Adviser furnishes the Fund with management,
investment advisory, statistical and research facilities and services. The
Adviser also pays all salaries, rent and certain other expenses of management.
During the year ended March 31, 1995, the fees pursuant to such agreement
amounted to $843,948.
State Street Research Shareholder Services, a division of State Street Research
Investment Services, Inc., the Trust's principal underwriter (the
"Distributor"), an indirect wholly-owned subsidiary of Metropolitan, provides
certain shareholder services to the Fund such as responding to inquiries and
instructions from investors with respect to the purchase and redemption of
shares of the Fund. During the year ended March 31, 1995, the amount of such
expenses was $207,459.
The fees of the Trustees not currently affiliated with the Adviser amounted to
$29,330 during the year ended March 31, 1995.
Note 3
The Distributor and its affiliates may from time to time and in varying amounts
voluntarily assume some portion of fees or expenses relating to the Fund.
During the year ended March 31, 1995, the amount of such expenses assumed by
the Distributor and its affiliates was $922,515.
Note 4
For the year ended March 31, 1995, purchases and sales, including maturities,
of securities aggregated $2,447,822,476 and $2,432,360,000, respectively.
Note 5
The Trust has adopted a Plan of Distribution Pursuant to Rule 12b-1 (the
"Plan") under the Investment Company Act of 1940. Under the Plan, the Fund pays
annual distribution and service fees to the Distributor at a rate of 0.75% and
0.25%, respectively, of average daily net assets for Class B and Class D
shares. The Distributor uses such payments for personal services and/or the
maintenance of shareholder accounts, to reimburse securities dealers for
distribution and marketing services, to furnish ongoing assistance to investors
and to defray a portion of its distribution and marketing expenses. For the
year ended March 31, 1995, fees pursuant to such plan amounted to $61,632 and
$12,735 for Class B and Class D shares, respectively.
The Fund has been informed that MetLife Securities, Inc., a wholly-owned
subsidiary of Metropolitan, earned commissions aggregating $5,325 on sales of
the Fund's Class B shares and that the Distributor collected contingent
deferred sales charges of $174,696 and $1,884 on redemptions of Class B and
Class D shares, respectively, during the year ended March 31, 1995.
5
<PAGE>
Note 6
The Trustees have the authority to issue an unlimited number of shares of
beneficial interest, $.001 par value per share.
At March 31, 1995, Metropolitan owned 1,000 shares of each of Class B and Class
D and 157,977 Class C shares and Metropolitan and certain of its affiliates
held of record 47,354,144 Class E shares of the Fund. The Adviser owned 21,481
Class E shares and the Distributor owned 500,000 Class E shares of the Fund.
<TABLE>
<CAPTION>
June 1, 1993
Year ended (Commencement of Share Class
March 31, 1995 Designations) to March 31, 1994
Class B Shares Amount Shares Amount
<S> <C> <C> <C> <C>
Shares sold 23,182,577 $ 23,182,577 11,394,503 $ 11,394,503
Issued upon reinvestment of dividends 187,109 187,109 4,313 4,313
Shares repurchased (17,075,600) (17,075,600) (8,370,641) (8,370,641)
Net increase 6,294,086 $ 6,294,086 3,028,175 $ 3,028,175
Class C Shares Amount Shares Amount
Shares sold 29,413,278 $ 29,413,278 8,648,848 $ 8,648,848
Issued upon reinvestment of dividends 136,567 136,567 4,728 4,728
Shares repurchased (23,449,528) (23,449,528) (6,867,612) (6,867,612)
Net increase 6,100,317 $ 6,100,317 1,785,964 $ 1,785,964
Class D Shares Amount Shares Amount
Shares sold 4,119,869 $ 4,119,869 1,992,156 $ 1,992,156
Issued upon reinvestment of dividends 35,281 35,281 912 912
Shares repurchased (3,487,480) (3,487,480) (1,818,968) (1,818,968)
Net increase 667,670 $ 667,670 174,100 $ 174,100
Year ended
March 31, 1994
Class E Shares Amount Shares Amount
Shares sold* 895,389,466 $ 895,389,466 938,841,690 $ 938,841,690
Issued upon reinvestment of dividends 4,099,011 4,099,011 2,038,966 2,038,966
Shares repurchased (887,126,360) (887,126,360) (952,582,057) (952,582,057)
Net increase (decrease) 12,362,117 $ 12,362,117 (11,701,401) $ (11,701,401)
</TABLE>
*Effective November 30, 1993, the Fund discontinued offering Class A shares and
the existing 2,342,436 shares and $2,342,436 were redesignated from Class A to
Class E shares during the year ended March 31, 1994.
6
<PAGE>
Financial Highlights
For a share outstanding throughout each year:
<TABLE>
<CAPTION>
Class B Class C Class D
Year ended Year ended Year ended
March 31, 1995 1994** March 31, 1995 1994** March 31, 1995 1994**
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
Net investment income* .032 .012 .042 .021 .032 .013
Dividends from net investment income (.032) (.012) (.042) (.021) (.032) (.013)
Net asset value, end of year $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 1.000
Total return 3.27%+ 1.27%+++ 4.31%+ 2.08%+++ 3.28%+ 1.30%+++
Net assets at end of year (000s) $ 9,322 $ 3,028 $ 7,886 $ 1,786 $ 842 $ 174
Ratio of operating expenses to average net assets* 1.75% 1.75%++ 0.75% 0.75%++ 1.75% 1.75%++
Ratio of net investment income to average net
assets* 3.53% 1.54%++ 4.66% 2.54%++ 3.30% .54%++
*Reflects voluntary assumption of fees or expenses
per share in each year (Note 3) $ .004 $ .007 $ .003 $ .006 $ .005 $ .002
</TABLE>
<TABLE>
<CAPTION>
Class E
Year ended March 31
1995 1994*** 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $1.000 $1.000 $1.000 $1.000 $1.000
Net investment income* .042 .025 .028 .048 .072
Dividends from net investment income (.042) (.025) (.028) (.048) (.072)
Net asset value, end of year $1.000 $1.000 $1.000 $1.000 $1.000
Total return 4.31%+ 2.48%+ 2.88%+ 4.85%+ 7.47%+
Net assets at end of year (000s) $150,491 $138,129 $149,831 $168,088 $185,839
Ratio of operating expenses to average
net assets* 0.75% 0.75% 0.75% 0.75% 0.75%
Ratio of net investment income to average
net assets* 4.26% 2.46% 2.84% 4.77% 7.21%
*Reflects voluntary assumption of fees or
expenses per share in each year (Note 3). $.006 $.003 $.001 $.001 $.002
</TABLE>
**June 1, 1993 (commencement of share class designations) to March 31, 1994.
++Annualized.
+Total return figures do not reflect any front-end or contingent deferred
sales charges. Total return would be lower if the Distributor and its
affiliates had not voluntarily assumed a portion of the Fund's expenses.
+++Represents aggregate return for the period without annualization and does not
reflect any front-end or contingent deferred sales charges. Total return
would be lower if the Distributor and its affiliates had not voluntarily
assumed a portion of the Fund's expenses.
***Effective November 30, 1993, the Fund discontinued offering Class A shares
and any existing Class A shares were redesignated Class E shares. Net
investment income and dividends amounted to $.011 per share for Class A
shares during the period June 1, 1993 (commencement of share class
designations) to November 30, 1993.
7
<PAGE>
Report of Independent Accountants
To the Trustees of MetLife-State Street
Money Market Trust and the Shareholders
of MetLife-State Street Research Money Market Fund
In our opinion, the accompanying statement of assets and liabilities, including
the investment portfolio, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of MetLife-State Street Research
Money Market Fund (formerly MetLife-State Street Money Market Fund) (a series
of MetLife-State Street Money Market Trust, hereafter referred to as the
"Trust") at March 31, 1995, and the results of its operations, the changes in
its net assets and the financial highlights for the periods indicated, in
conformity with generally accepted accounting principles. These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Trust's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation of
securities owned at March 31, 1995 by correspondence with the custodian,
provide a reasonable basis for the opinion expressed above.
Price Waterhouse LLP
Boston, Massachusetts
May 12, 1995
8
<PAGE>
METLIFE - STATE STREET MONEY MARKET TRUST
PART C
OTHER INFORMATION
Item 24: Financial Statements and Exhibits**
(a) Financial Statements
(1) Financial Statements included in PART A (Prospectus) of this
Registration Statement:
Financial Highlights for MetLife - State Street Research Money
Market Fund for the period August 25, 1986 (commencement of
operations) through March 31, 1995.
(2) Financial Statements included in PART B (Statement of Additional
Information) of this Registration Statement:
Financial Statements for MetLife - State Street Research Money
Market Fund for the fiscal year ended March 31, 1995 (except as
provided below):
Investment Portfolio
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
(Fiscal years ended March 31,
1995 and March 31, 1994)
Notes to Financial Statements
(including financial
highlights)
Report of Independent Accountants
(b) Exhibits
(1)(a) Second Amended and Restated Master Trust Agreement, Amendment
No. 1 and Amendment No. 2
(1)(b) Form of Amendment No. 3 to Second Amended and Restated Master
Trust Agreement
(2)(a) Amended and Restated By-Laws of the Registrant (1)
(2)(b) Amendment No. 1 to Amended and Restated By-Laws effective
September 30, 1992 (9)
(3) Not applicable
(4) Specimen Share Certificate (2)
(5)(a) Advisory Agreement with MetLife - State Street Investment
Services, Inc. (2)*
C-1
<PAGE>
(5)(c) Transfer and Assumption of Responsibilities and Rights relating
to the Advisory Agreement between State Street Financial
Services, Inc. and State Street Research & Management Company
(9)*
(6)(a) Distribution Agreement with MetLife - State Street Investment
Services, Inc. (2)*
(6)(b) Form of Selected Dealer Agreement
(6)(c) Form of Bank and Bank-Affiliated Broker-Dealer Agreement
(7) Not applicable
(8)(a) Custodian Contract with State Street Bank and Trust Company (2)
(8)(a)(i)Amendment to the Custodian Contract with State Street Bank
and Trust Company (5)
(9) Not applicable (9)
(10) Opinion and consent of Goodwin, Procter & Hoar (2)
(11) Consent of Price Waterhouse
(12) Not applicable
(13)(a) Purchase Agreement and Investment Letter (2)
(13)(b) Purchase Agreement and Investment Letter (2)
(14)(a) State Street Research IRA: Forms Booklet; Transfer of Assets/
Direct Rollover Form (12)
(14)(b) State Street Research 403(b): Brochure, Account Agreement,
Maximum Salary Reduction Worksheet, Account Application,
Salary Reduction Agreement and Direct Rollover of Assets
Form (11)
(15)(a) Plan of Distribution Pursuant to Rule 12b-1 (10)
(15)(b) Amendment No. 1 to Plan of Distribution Pursuant to
Rule 12b-1 (11)
(16)(a) Calculation of Performance Data (5)
(16)(b) Calculation of Total Return (11)
(17) Multiple Class Expense Allocation Plan Adopted Pursuant to
Rule 18f-3
C-2
<PAGE>
(18) Powers of Attorney
(19) Certificate of Board Resolution Respecting Powers of Attorney
(20) Application Forms (12)
(27) Financial Data Schedules
- ----------
* MetLife - State Street Investment Services, Inc. changed its name to State
Street Financial Services, Inc. effective as of June 18, 1992, and
subsequently changed its name to State Street Research Investment Services,
Inc. effective October 28, 1992. Documents in this listing of Exhibits
which were effective prior to the most recent name change accordingly refer
to MetLife - State Street Investment Services, Inc. or State Street
Financial Services, Inc.
** The MetLife - State Street Money Market Fund changed its name to MetLife -
State Street Research Money Market Fund effective as of August 1, 1994, and
to State Street Research Money Market Fund effective August 1, 1995.
Documents in this listing of Financial Statements and Exhibits which were
effective prior to the most recent name change accordingly refer to a
former name of the Series.
Filed as part of the Registration Statement as noted below and incorporated
herein by reference:
Footnote Securities Act of 1933
Reference Registration/Amendment Date Filed
- --------- ---------------------- ----------
1 Pre-Effective Amendment No. 3 March 25, 1986
2 Pre-Effective Amendment No. 4 July 18, 1986
3 Post-Effective Amendment No. 1 April 30, 1987
4 Post-Effective Amendment No. 2 July 21, 1988
5 Post-Effective Amendment No. 3 July 17, 1989
6 Post-Effective Amendment No. 4 June 1, 1990
7 Post-Effective Amendment No. 5 May 30, 1991
8 Post-Effective Amendment No. 6 August 1, 1992
9 Post-Effective Amendment No. 7 April 1, 1993
10 Post-Effective Amendment No. 8 June 1, 1993
11 Post-Effective Amendment No. 9 July 15, 1994
12 Post-Effective Amendment No. 16 April 28, 1995
to the Registration Statement of
MetLife-State Street Equity Trust
(Securities Act of 1933 Registration
No. 33-4296, Investment Company
Act of 1940 File No. 811-4624)
C-3
<PAGE>
Item 25. Persons Controlled by or Under Common Control with Registrant
ORGANIZATIONAL STRUCTURE OF METROPOLITAN AND SUBSIDIARIES
AS OF DECEMBER 31, 1994
The following is a list of subsidiaries of Metropolitan Life Insurance Company
("Metropolitan") as of December 31, 1994. Those entities which are listed at the
left margin (labelled with capital letters) are direct subsidiaries of
Metropolitan. Unless otherwise indicated, each entity which is indented under
another entity is a subsidiary of such indented entity and, therefore, an
indirect subsidiary of Metropolitan. The voting securities (excluding directors'
qualifying shares, if any) of the subsidiaries listed are 100% owned by their
respective parent corporations, unless otherwise indicated. The jurisdiction of
domicile of each subsidiary listed is set forth in the parenthetical following
such subsidiary.
A. Metropolitan Tower Corp. (Delaware)
1. Metropolitan Property and Casualty Insurance Company (Delaware)
a. Metropolitan Group Property and Casualty Insurance Company
(Delaware)
i. Metropolitan Reinsurance Company (U.K.) Limited (Great
Britain)
b. Metropolitan Casualty Insurance Company (Delaware)
c. Metropolitan General Insurance Company (Delaware)
d. First General Insurance Company (Georgia)
e. Metropolitan P&C Insurance Services, Inc. (California)
f. Metropolitan Lloyds, Inc. (Texas)
2. Metropolitan Insurance and Annuity Company (Delaware)
a. MetLife Europe I, Inc. (Delaware)
b. MetLife Europe II, Inc. (Delaware)
c. MetLife Europe III, Inc. (Delaware)
d. MetLife Europe IV, Inc. (Delaware)
e. MetLife Europe V, Inc. (Delaware)
3. MetLife General Insurance Agency, Inc. (Delaware)
a. MetLife General Insurance Agency of Alabama, Inc. (Alabama)
b. MetLife General Insurance Agency of Kentucky, Inc. (Kentucky)
c. MetLife General Insurance Agency of Mississippi, Inc.
(Mississippi)
d. MetLife General Insurance Agency of Texas, Inc. (Texas)
e. MetLife General Insurance Agency of North Carolina, Inc. (North
Carolina)
C-4
<PAGE>
4. MetLife HealthCare Management Corporation (Delaware)
a. MetLife HealthCare Network of Kansas City, Inc. (Missouri)
b. MetLife HealthCare Network of Northern New Jersey, Inc. (New
Jersey)
c. MetLife HealthCare Network of New York, Inc. (New York)
d. MetLife HealthCare Network of Ohio, Inc. (Ohio)
e. MetLife HealthCare Network of Wisconsin, Inc. (Wisconsin)
f. MetLife HealthCare Network, Inc. (Delaware)
g. MetLife HealthCare Network of Georgia, Inc. (Georgia)
h. MetLife HealthCare Network of Illinois, Inc. (Delaware)
i. MetLife HealthCare Network of Arizona, Inc. (Arizona)
j. MetLife HealthCare Network of Kentucky, Inc. (Kentucky)
k. MetLife HealthCare Network of Massachusetts, Inc. (Massachusetts)
l. MetLife HealthCare Network of Texas, Inc. (Texas)
m. MetLife HealthCare Network of Florida, Inc. (Florida)
n. MetLife HealthCare Network of Colorado, Inc. (Colorado)
o. MetLife HealthCare Network of California, Inc. (California)
5. Corporate Health Strategies, Inc. (Delaware)
6. Metropolitan Asset Management Corporation (Delaware)
a. MetLife Capital Holdings, Inc. (Delaware)
i. MetLife Capital Corporation (Delaware)
(1) Searles Cogeneration, Inc. (Delaware)
(2) MLYC Cogen, Inc. (Delaware)
(3) MCC Yerkes Inc. (Washington)
(4) MetLife Capital, Limited Partnership (Delaware).
Partnership interests in MetLife Capital, Limited
Partnership are held by Metropolitan (90%) and MetLife
Capital Corporation (10%).
(5) MCC Investment Corporation (Delaware)
(a) MetLife Capital Credit L.P. (Delaware).
Partnership interests in MetLife Capital Credit
L.P. are held by Metropolitan (90%) and MCC
Investment Corporation (10%).
(6) MetLife Capital Portfolio Investments, Inc. (Nevada)
(a) MetLife Capital Funding Corp. (Delaware)
ii. MetLife Capital Financial Corporation (Delaware)
C-5
<PAGE>
iii. MetLife Financial Acceptance Corporation (Delaware).
MetLife Capital Holdings, Inc. holds 100% of the voting
preferred stock of MetLife Financial Acceptance Corporation.
Metropolitan Property and Casualty Insurance Company holds
100% of the common stock of MetLife Financial Acceptance
Corporation.
b. MetLife Investment Management Corporation (Delaware)
i. MetLife Investments Limited (United Kingdom). 23rd Street
Investments, Inc. holds one share of MetLife Investments
Limited.
c. MetLife Realty Group, Inc. (Delaware)
d. GFM International Investors Limited (United Kingdom). The common
stock of GFM International Investors Limited ("GFM") is held by
Metropolitan (99.5%) and by an employee of GFM (.5%). GFM is a
sub-investment manager for the International Stock Portfolio of
Metropolitan Series Fund, Inc.
i. GFM Investments Limited (United Kingdom)
7. SSRM Holdings, Inc. (Delaware)
a. State Street Research & Management Company (Delaware). Is a sub-
investment manager for the Growth, Income, Diversified and
Aggressive Growth Portfolios of Metropolitan Series Fund, Inc.
i. State Street Research Energy, Inc. (Massachusetts)
ii. State Street Research Investment Services, Inc.
(Massachusetts)
b. Metric Holdings, Inc. (Delaware)
i. Metric Management Inc. (Delaware)
ii. Metric Realty Corp. (Delaware)
iii. Metric Realty (Illinois). Metric Realty Corp. and Metric
Holdings, Inc. each holds 50% of the common stock of Metric
Realty.
(1) Metric Capital Corporation (California)
(2) Metric Assignor, Inc. (California)
(3) Metric Institutional Realty Advisors, Inc. (California)
(4) Metric Institutional Realty Advisors, L.P.
(California).
Metric Realty holds a 99% limited partnership interest
and Metric Institutional Realty Advisors, Inc. holds a
1%
C-6
<PAGE>
interest as general partner in Metric Institutional
Realty Advisors, L.P.
(5) Metric Realty Services, Inc. (Delaware)
(6) Metric Institutional Apartment Fund II, L.P.
(California). Metric Realty holds a 1% interest as
general partner and Metropolitan holds an approximately
14.6% limited partnership interest in Metric
Institutional Apartment Fund II, L.P.
8. MetLife Holdings, Inc. (Delaware)
a. MetLife Funding, Inc. (Delaware)
b. MetLife Credit Corp. (Delaware)
9. Metropolitan Tower Realty Company, Inc. (Delaware)
10. MetLife Real Estate Advisors, Inc. (California)
B. Metropolitan Tower Life Insurance Company (Delaware)
C. MetLife Security Insurance Company of Louisiana (Louisiana)
D. MetLife Texas Holdings, Inc. (Delaware)
1. Texas Life Insurance Company (Texas)
a. Texas Life Agency Services, Inc. (Texas)
E. MetLife Securities, Inc. (Delaware)
F. 23rd Street Investments, Inc. (Delaware)
G. Metropolitan Life Holdings Limited (Ontario, Canada)
1. Metropolitan Life Financial Services Limited (Ontario, Canada)
a. 810597 Ontario, Inc. (Ontario, Canada)
b. 810660 Ontario Inc. (Canada)
c. 478077 Alberta Ltd. (Alberta, Canada)
2. Metropolitan Life Financial Management Limited (Ontario, Canada)
a. Metropolitan Life Insurance Company of Canada (Canada)
b. Metropolitan Life Operations Limited (Canada)
i. Metropolitan Trust Company of Canada (Canada)
C-7
<PAGE>
3. Morguard Investments Limited (Ontario, Canada)
Shares of Morguard Investments Limited ("Morguard") are held by
Metropolitan Life Holdings Limited (82%) and by employees of Morguard
(18%).
4. Services La Metropolitaine Quebec, Inc. (Quebec, Canada)
5. 167080 Canada, Inc. (Canada)
a. 446068 B.C. Ltd. (British Columbia, Canada)
H. MetLife (UK) Limited (Great Britain)
1. Albany Life Assurance Company Limited (Great Britain)
a. Albany Pension Managers and Trustees Limited (Great Britain)
2. Albany Home Loans Limited (Great Britain)
3. ACFC Corporate Finance Limited (Great Britain)
4. Metropolitan Unit Trust Managers Limited (Great Britain)
5. Albany International Assurance Limited (Isle of Man)
6. MetLife Group Services Limited (Great Britain)
I. Santander Met, S.A. (Spain). Shares of Santander Met, S.A. are held by
Metropolitan (50%) and by an entity (50%) unaffiliated with Metropolitan.
1. Seguros Genesis, S.A. (Spain)
2. Genesis Seguros Generales, Sociedad Anomina de Seguros y Reaseguros
(Spain)
J. Kolon-Met Life Insurance Company (Korea). Shares of Kolon-MetLife Insurance
Company are held by Metropolitan (51%) and by an entity (49%) unaffiliated
with Metropolitan.
C-8
<PAGE>
K. Genesis Seguros de Vida S.A. (Argentina)
L. Genesis Seguros de Retiro S.A. (Argentina). Shares of Genesis Seguros de
Retiro S.A. are held by Metropolitan (10%) and by an entity (90%)
unaffiliated with Metropolitan.
M. 161397 Canada Inc. (Canada)
N. 2945835 Canada Inc. (Canada)
O. Metropolitan Marine Way Investments Limited (British Columbia, Canada)
P. Met Life Holdings Luxembourg (Luxembourg)
Q. Metropolitan Life Holdings, Netherlands BV (Netherlands)
R. MetLife International Holdings, Inc. (Delaware)
S. Century 21 Real Estate Corporation (Delaware)
1. Century 21 of the Pacific, Inc. (California)
2. Century 21 of the West, Inc. (California)
3. Century 21 Great Lakes, Inc. (Michigan)
4. Century 21 of the Southeast, Inc. (Florida)
5. Century 21 Australasia Pty. Ltd. (Australia)
6. Century 21 North Central, Inc. (Illinois)
7. Century 21 South Central States, Inc. (Texas)
8. Western Relocation Management, Inc. (California)
9. Century 21 United Kingdom Limited (United Kingdom)
10. Century 21 of the Northeast, Inc. (New Jersey)
C-9
<PAGE>
T. Metmor Financial, Inc. (California)
1. MetFirst Insurance Agency, Inc. (Delaware)
U. Metropolitan Realty Management, Inc. (Delaware)
1. Edison Supply and Distribution, Inc. (Delaware)
2. Cross & Brown Company (New York)
a. Cross & Brown Residentials, Inc. (New York)
b. Cross & Brown Company of Florida, Inc. (Florida)
c. Cross & Brown Associates of New York, Inc. (New York)
d. Cross & Brown Associates of New Jersey, Inc. (New Jersey)
e. Subrown Corp. (New York)
f. Cross & Brown Construction Corp. (New York)
g. CBNJ, Inc. (New Jersey)
h. Cross & Brown of Connecticut, Inc. (Connecticut)
V. MetPark Funding, Inc. (Delaware)
W. 2154 Trading Corporation (New York)
X. Transmountain Land & Livestock Company (Montana)
Y. Met West Agribusiness, Inc. (Delaware)
Z. Farmers National Company (Nebraska)
1. Farmers National Commodities, Inc. (Nebraska)
C-10
<PAGE>
AA. Nebraska Farms, Inc. (Nebraska)
AB. MetFarm and Ranch Properties, Inc. (Delaware)
AC. MetLife Group Administrator, Inc.
AD. The MetraHealth Companies, Inc. (Delaware). Shares of The Metra Health
Companies, Inc. are held by Metropolitan (50%) and by an entity (50%)
unaffiliated with Metropolitan.
In addition to the entities listed above, Metropolitan (or where indicated an
affiliate) also owns an interest in the following entities, among others:
1) CP&S Communications, Inc., a New York corporation, holds federal radio
communications licenses for equipment used in Metropolitan owned facilities and
airplanes. It is not engaged in any business.
C-11
<PAGE>
2) Quadreal Corp., a New York corporation, is the fee holder of a parcel of real
property subject to a 999 year prepaid lease. It is wholly-owned by
Metropolitan, having been acquired by a wholly-owned subsidiary of Metropolitan
in 1973 for $10 in connection with a real estate investment and transferred to
Metropolitan in 1988.
3) Met Life International Real Estate Equity Shares, Inc., a Delaware
corporation, is a real estate investment trust. Metropolitan owns approximately
18.4% of the outstanding common stock of this company and has the right to
designate 2 of the 5 members of its Board of Directors.
4) Metropolitan Structures is a general partnership in which Metropolitan owns
a 50% interest. Metropolitan Structures owns 100% of the common stock of
Cicero/Cermak Corporation, an Illinois corporation, which owns and manages a
shopping center in Illinois. Metropolitan Structures, Inc., an Illinois
corporation, is a property manager. Metropolitan Structures, Inc. is wholly
owned by Metropolitan Structures. Metropolitan Structures, Inc. is the sole
general partner of MS Management Services, L.P., an Illinois limited partnership
in which Metropolitan has a 49.5% interest as a limited partner.
5) Metropolitan Structures West, Inc. (doing business as MS Management
Services), a California corporation, is a property manager in California.
Metropolitan owns 50% of the capital stock of Metropolitan Structures West, Inc.
6) Seguros Genesis, S.A. (Mexico), is a Mexican insurer in which Metropolitan
and two of its subsidiaries collectively own a 24.5% interest and have the right
to designate 2 of the 9 members of the Board of Directors.
C-12
<PAGE>
7) Interbroker, Correduria de Reaseguros, S.A., is a Spanish insurance brokerage
company in which Santander Met, S.A., a subsidiary of Metropolitan in which
Metropolitan owns a 50% interest, owns a 50% interest and has the right to
designate 2 of the 4 members of the Board of Directors.
8) Met Life Agricultural Limited Partnership, is an Illinois limited
partnership of which Met Farm and Ranch Properties, Inc. has a 1% interest as
general partner and a 57.28% interest as limited partner.
9) Metropolitan owns varying interests in certain mutual funds distributed by
its affiliates. These ownership interests are generally expected to decrease as
shares of the funds are purchased by unaffiliated investors.
10) Metropolitan Lloyds Insurance Company of Texas, an affiliated association,
provides homeowner and related insurance for the Texas market. It is an
association of individuals designated as underwriters. Metropolitan Lloyds,
Inc., a subsidiary of Metropolitan Property and Casualty Insurance Company,
serves as the attorney-in-fact and manages the association.
11) Mezzanine Investment Limited Partnerships ("MILPs"), Delaware limited
partnerships, are investment vehicles through which investments in certain
entities are held. A wholly-owned subsidiary of Metropolitan serves as the
general partner of the limited partnerships and Metropolitan directly owns a 99%
limited partnership interest therein. The MILPs have various ownership interests
in certain companies. The various MILPs own, directly or indirectly, more than
50% of the common stock of the following companies: Braelan Corp., and its
subsidiary, Dan River, Inc.; Lincoln Group Holding Corp.; Igloo Holdings, Inc.
and its subsidiary, Igloo Products Corporation; Blodgett Holdings, Inc., and its
subsidiaries, GS Blodgett Corporation, GS Blodgett International Ltd., GS
Blodgett Inc., Pitco Frialator, Inc., Magikitch'n, Inc., and Cloverleaf
Properties, Inc.; and Briggs Holdings, Inc., and its subsidiary, Briggs Plumbing
Products, Inc.
C-13
<PAGE>
Item 26. Number of Holders of Securities
As of June 30, 1995, the number of record holders of the Registrant's Funds
were as follows:
(2)
(1) Number of
Title of Class Record Holders
-------------- --------------
Shares of Beneficial Interest
MetLife - State Street Research Money Market Fund
Class B 428
Class C 154
Class D 34
Class E 21,300
Item 27. Indemnification
Under Article VI of the Registrant's Master Trust Agreement each of its
Trustees and officers or persons serving in such capacity with another entity at
the request of the Registrant ("Covered Person") shall be indemnified against
all liabilities, including, but not limited to, amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and expenses, including
reasonable accountants' and counsel fees, incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being or having been
such a Trustee or officer, director or trustee, except with respect to any
matter as to which it has been determined that such Covered Person had acted
with willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of such Covered Person's office (such conduct
referred to hereafter as "Disabling Conduct"). A determination that the Covered
Person is entitled to indemnification may be made by (i) a final decision on the
merits by a court or other body before which the proceeding was brought that the
person to be indemnified was not liable by reason of Disabling Conduct, (ii)
dismissal of a court action or an administrative proceeding against a Covered
Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable
determination, based upon a review of the facts, that the indemnitee was not
liable by reason of Disabling Conduct by (a) a vote of a majority of a quorum of
Trustees who are neither "interested persons" of the Registrant as defined in
section 2(a)(19) of the 1940 Act nor parties to the proceeding, or (b) an
independent legal counsel in a written opinion.
Under the Distribution Agreement between the Registrant and State Street
Research Investment Services, Inc., the Registrant's distributor, the Registrant
has agreed to indemnify and hold harmless State Street Research Investment
C-14
<PAGE>
Services, Inc. and each person who has been, is, or may hereafter be an officer,
director, employee or agent of State Street Research Investment Services, Inc.
against any loss, damage or expense reasonably incurred by any of them in
connection with any claim or in connection with any action, suit or proceeding
to which any of them may be a party, which arises out of or is alleged to arise
out of or is based upon a violation of any of its covenants herein contained or
any untrue or alleged untrue statement of material fact, or the omission or
alleged omission to state a material fact necessary to make the statements made
not misleading, in a Registration Statement or Prospectus of the Registrant, or
any amendment or supplement thereto, unless such statement or omission was made
in reliance upon written information furnished by State Street Research
Investment Services, Inc.
Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act of 1933 may be permitted to trustees, officers, underwriters
and controlling persons of the Registrant, pursuant to Article VI of the
Registrant's Master Trust Agreement, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted against the
Registrant by such trustee, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
C-15
<PAGE>
Item 28. Business and Other Connections of Investment Adviser
Describe any other business, profession, vocation or employment of a
substantial nature in which each investment adviser of the Registrant, and each
director, officer or partner of any such investment adviser, is or has been, at
any time during the past two fiscal years, engaged for his own account or in the
capacity of director, officer, employee, partner or trustee.
<TABLE>
<CAPTION>
Principal business
Name Connection Organization address of organization
<S> <C> <C> <C>
State Street Research & Investment Adviser Various investment advisory Boston, MA
Management Company clients
Bangs, Linda L. None
Vice President
Barton, Michael E. None
Vice President
Bennett, Peter C. Vice President State Street Research Capital Trust Boston, MA
Director and Vice President State Street Research Exchange Trust Boston, MA
Executive Vice Vice President State Street Research Growth Trust Boston, MA
President Vice President State Street Research Master Investment Trust Boston, MA
Vice President MetLife - State Street Equity Trust
Director State Street Research Investment Services, Inc Boston, MA
Director Boston Private Bank & Trust Co. Boston, MA
President and Director Christian Camps & Conferences, Inc. Boston, MA
Director (until 12/93) Gefinor Securities S.A. Geneva,Switzerland
Chairman and Trustee Gordon College Wenham, MA
Brown, Susan H. None
Vice President
Burbank, John F. None
Vice President
Canavan, Joseph W. Assistant Treasurer MetLife - State Street Equity Trust Boston, MA
Vice President Assistant Treasurer MetLife - State Street Financial Trust Boston, MA
Assistant Treasurer MetLife - State Street Income Trust Boston, MA
Assistant Treasurer MetLife - State Street Money Market Trust Boston, MA
Assistant Treasurer State Street Research Tax-Exempt Trust Boston, MA
Assistant Treasurer State Street Research Capital Trust Boston, MA
Assistant Treasurer State Street Research Exchange Trust
Assistant Treasurer State Street Research Growth Trust Boston, MA
Assistant Treasurer State Street Research Master Investment Trust Boston, MA
Assistant Treasurer State Street Research Securities Trust Boston, MA
Assistant Controller State Street Research Portfolios, Inc. New York, NY
Carmen, Michael T. None
Vice President
Carstens, Linda C. None
Vice President
Clifford, Jr., Paul J. Vice President State Street Research Tax-Exempt Trust Boston, MA
Vice President Director Avalon, Inc. Boston, MA
DiFazio, Susan M.W. Senior Vice President State Street Research Investment Services, Inc. Boston, MA
Vice President (Vice President until 8/93)
Drake, Susan W. Vice President State Street Research Tax-Exempt Trust Boston, MA
Vice President
Duggan, Peter J. Vice President New England Mutual Life Insurance Company Boston, MA
Senior Vice President (until 8/94)
Evans, Gordon Vice President State Street Research Investment Services, Inc. Boston, MA
Vice President
Federoff, Alex G. None
Vice President
Finch, Edward R. None
Senior Vice President
(Vice President until 10/93)
Gardner, Michael D. Vice President The Prudential Insurance Company of America Shorthills, NJ
Vice President (until 9/93) Partner Prism Group Seattle, WA
Geer, Bartlett R. Vice President MetLife - State Street Equity Trust Boston, MA
Senior Vice President Vice President MetLife - State Street Income Trust Boston, MA
(Vice President Vice President State Street Research Investment Services, Inc. Boston, MA
until 8/93)
C-16
<PAGE>
Glovsky, Charles S. Vice President State Street Research Capital Trust Boston, MA
Senior Vice President
(Vice President until 8/93)
Hamilton, Jr., William A. Treasurer and Director Ellis Memorial and Eldredge House Boston, MA
Senior Vice President Treasurer and Director Nautical and Aviation Publishing Company, Inc. Baltimore, MD
(Vice President Treasurer and Director North Conway Institute Boston, MA
until 8/93)
Haverty, Jr., Lawrence J. None
Senior Vice President
(Vice President
until 8/93)
Heineke, George R. None
Vice President
Jackson, Jr., Trustee Certain trusts of related and
F. Gardner non-related individuals
Senior Vice President Trustee Vincent Memorial Hospital Boston, MA
(Vice President
until 8/93)
Jamieson, Frederick H. Vice President and Asst. Treasurer State Street Research Investment Services, Inc. Boston, MA
Vice President Vice President and Asst. Treasurer SSRM Holdings, Inc. Boston, MA
Vice President and Controller MetLife Securities, Inc. New York, NY
Kallis, John H. Vice President State Street Research Investment Services, Inc. Boston, MA
Senior Vice President Vice President MetLife - State Street Financial Trust Boston, MA
Vice President MetLife - State Street Income Trust Boston, MA
Vice President State Street Research Tax-Exempt Trust Boston, MA
Vice President State Street Research Securities Trust Boston, MA
Trustee 705 Realty Trust Washington, D.C.
Director and President K&G Enterprises Washington, D.C.
Kasper, M. Katherine None
Vice President
Kluiber, Rudolph K. Vice President State Street Research Capital Trust Boston, MA
Vice President
Kobrick, Frederick R. Vice President State Street Research Investment Services, Inc. Boston, MA
Senior Vice Vice President MetLife - State Street Equity Trust Boston, MA
President Vice President State Street Research Capital Trust Boston, MA
Vice President State Street Research Growth Trust Boston, MA
Member Harvard Business School Association Cambridge, MA
Member National Alumni Council, Boston University Boston, MA
Leary, Eileen M. None
Vice President
Lintz, Carol None
Vice President
McNamara, III, Francis J. Senior Vice President, Clerk State Street Research Investment Services, Inc. Boston, MA
Senior Vice President, and General Counsel
Secretary and Secretary and General Counsel State Street Research Master Investment Trust Boston, MA
General Counsel Secretary and General Counsel State Street Research Capital Trust Boston, MA
Secretary and General Counsel State Street Research Exchange Trust Boston, MA
Secretary and General Counsel State Street Research Growth Trust Boston, MA
Secretary and General Counsel State Street Research Securities Trust Boston, MA
Secretary and General Counsel MetLife - State Street Equity Trust Boston, MA
Secretary and General Counsel MetLife - State Street Financial Trust Boston, MA
Secretary and General Counsel MetLife - State Street Income Trust Boston, MA
Secretary and General Counsel MetLife - State Street Money Market Trust Boston, MA
Secretary and General Counsel State Street Research Tax-Exempt Trust Boston, MA
Secretary and General Counsel SSRM Holdings, Inc. Boston, MA
Senior Vice President, General The Boston Company, Inc. Boston, MA
Counsel and Assistant Secretary
(until 5/95)
Senior Vice President, General Boston Safe Deposit and Trust Company Boston, MA
Counsel and Assistant Secretary
(until 5/95)
Senior Vice President, General The Boston Company Advisors, Inc. Boston, MA
Counsel and Assistant Secretary
(until 5/95)
C-17
<PAGE>
Maus, Gerard P. Treasurer MetLife - State Street Equity Trust Boston, MA
Director, Executive Treasurer MetLife - State Street Financial Trust Boston, MA
Vice President Treasurer MetLife - State Street Income Trust Boston, MA
and Treasurer Treasurer MetLife - State Street Money Market Trust Boston, MA
Treasurer State Street Research Tax-Exempt Trust Boston, MA
Treasurer State Street Research Capital Trust Boston, MA
Treasurer State Street Research Exchange Trust Boston, MA
Treasurer State Street Research Growth Trust Boston, MA
Treasurer State Street Research Master Investment Trust Boston, MA
Treasurer State Street Research Securities Trust Boston, MA
Director, Executive Vice President, State Street Research Investment Services, Inc. Boston, MA
Treasurer and Chief Financial Officer
Director Metric Holdings, Inc. San Francisco, CA
Director Certain wholly-owned subsidiaries
of Metric Holdings, Inc.
Director GFM International Investors, Ltd. London, England
Treasurer and Chief Financial SSRM Holdings, Inc. Boston, MA
Officer
Treasurer MetLife Securities, Inc. New York, NY
Milder, Judith J. None
Vice President
Miller, Joan D. None
Vice President
Moore, Jr., Thomas P. Director Hibernia Savings Bank Quincy, MA
Senior Vice Vice President State Street Research Capital Trust Boston, MA
President Vice President State Street Research Exchange Trust Boston, MA
Vice President State Street Research Growth Trust Boston, MA
Vice President State Street Research Master Investment Trust Boston, MA
Vice President MetLife - State Street Equity Trust Boston, MA
Mulligan, JoAnne C. Vice President MetLife - State Street Money Market Trust Boston, MA
Vice President
Orr, Stephen C. Member Technology Analysts of Boston Boston, MA
Vice President Member Electro-Science Analysts (of NYC) New York, NY
C-18
<PAGE>
Pannell, James C. None
Vice President
Peters, Kim M. Vice President State Street Research Securities Trust Boston, MA
Senior Vice President
(Vice President
until 7/94)
Pluckhahn, Charles W. None
Vice President
Ragsdale, Easton Senior Vice President Kidder, Peabody, & Co. Incorporated New York, NY
Vice President (until 12/94)
Rawlins, Jeffrey A. None
Vice President
Rice III, Daniel Joseph Vice President MetLife - State Street Equity Trust Boston, MA
Senior Vice President
(Vice President
until 8/93)
Richards, Scott None
Vice President
Romich, Douglas A. Assistant Treasurer MetLife - State Street Equity Trust Boston, MA
Vice President Assistant Treasurer MetLife - State Street Financial Trust Boston, MA
Assistant Treasurer MetLife - State Street Income Trust Boston, MA
Assistant Treasurer MetLife - State Street Money Market Trust Boston, MA
Assistant Treasurer State Street Research Tax-Exempt Trust Boston, MA
Assistant Treasurer State Street Research Capital Trust Boston, MA
Assistant Treasurer State Street Research Exchange Trust
Assistant Treasurer State Street Research Growth Trust Boston, MA
Assistant Treasurer State Street Research Master Investment Trust Boston, MA
Assistant Treasurer State Street Research Securities Trust Boston, MA
Assistant Controller State Street Research Portfolios, Inc. New York, NY
Row, III, Walter A. None
Vice President
Schrage, Michael Senior Vice President Putnam Management Boston, MA
Vice President (until 12/93)
Schultz, David C. Director (non-voting) Capital Trust, S.A. Luxembourg
Executive Vice President Director Alex Brown Capital, Ltd. Hamilton, Bermuda
(Senior Vice President Director and Treasurer Mafraq Hospital Association Mafraq, Jordan
until 12/94, Vice Member Association of Investment
President until Management Sales Executives Atlanta, GA
4/94) Member, Investment Committee Lexington Christian Academy Lexington, MA
Shean, William G. None
Vice President
Shively, Thomas A. Vice President MetLife - State Street Financial Trust Boston, MA
Director and Vice President MetLife - State Street Money Market Trust Boston, MA
Executive Vice Vice President State Street Research Tax-Exempt Trust
President (Senior Director State Street Research Investment Services, Inc Boston, MA
Vice President Vice President State Street Research Securities Trust Boston, MA
until 6/93)
Shoemaker, Richard D. None
Senior Vice President
(Vice President
until 8/93)
Smith, Margaret D. Corporation Member New England Deaconess Boston, MA
Vice President Hospital Corporation
Somes, Steven P. Vice President MetLife - State Street Financial Trust Boston, MA
Vice President Vice President MetLife - State Street Equity Trust Boston, MA
Vice President State Street Research Master Investment Trust Boston, MA
Strelow, Dan R. None
Senior Vice President
(Vice President
until 8/93)
Stuka, Paul None
Senior Vice President
C-19
<PAGE>
Swanson, Amy McDermott None
Senior Vice President
(Vice President
until 8/93)
Trebino, Anne M. Vice President SSRM Holdings, Inc. Boston, MA
Vice President
Verni, Ralph F. Chairman, President, Chief State Street Research Capital Trust Boston, MA
Chairman, President, Executive Officer and Trustee
Chief Executive Chairman, President, Chief State Street Research Exchange Trust Boston, MA
Officer and Executive Officer and Trustee
Director Chairman, President, Chief State Street Research Growth Trust Boston, MA
Executive Officer and Trustee
Chairman, President, Chief State Street Research Master Investment Trust Boston, MA
Executive Officer and Trustee
Chairman, President, Chief State Street Research Securities Trust Boston, MA
Executive Officer and Trustee
Chairman, President, Chief MetLife - State Street Equity Trust Boston, MA
Executive Officer and Trustee
Chairman, President, Chief MetLife - State Street Financial Trust Boston, MA
Executive Officer and Trustee
Chairman, President, Chief MetLife - State Street Income Trust Boston, MA
Executive Officer and Trustee
Chairman, President, Chief MetLife - State Street Money Market Trust Boston, MA
Executive Officer and Trustee
Chairman, President, Chief State Street Research Tax-Exempt Trust Boston, MA
Executive Officer and Trustee
Chairman, President, Chief State Street Research Investment Services, Inc. Boston, MA
Executive Officer and Director
Chairman and Director Metric Holdings, Inc. San Francisco, CA
Director and Officer Certain wholly-owned subsidiaries
of Metric Holdings, Inc.
Director MetLife Securities, Inc. New York, NY
Chairman and Director (until 11/94) GFM International Investors, Ltd. London, England
President, Chief Executive SSRM Holdings, Inc. Boston, MA
Officer and Director
Director CML Group, Inc. Boston, MA
C-20
<PAGE>
Wade, Dudley Vice President State Street Research Growth Trust Boston, MA
Freeman Vice President State Street Research Master Investment Trust Boston, MA
Senior Vice
President
Wallace, Julie K. None
Vice President
Ward, Geoffrey None
Senior Vice President
(Vice President
until 8/93)
Westvold, President and Director Bondurant, Inc. Medfield, MA
Elizabeth McCombs (until 2/94)
Vice President
Wing, Darman A. Vice President and State Street Research Investment Services, Inc. Boston, MA
Vice President, Asst. Clerk
Assistant Secretary Assistant Secretary State Street Research Capital Trust Boston, MA
and Assistant Assistant Secretary State Street Research Exchange Trust Boston, MA
General Counsel Assistant Secretary State Street Research Growth Trust Boston, MA
Assistant Secretary State Street Research Master Investment Trust Boston, MA
Assistant Secretary State Street Research Securities Trust Boston, MA
Assistant Secretary MetLife - State Street Equity Trust Boston, MA
Assistant Secretary MetLife - State Street Financial Trust Boston, MA
Assistant Secretary MetLife - State Street Income Trust Boston, MA
Assistant Secretary MetLife - State Street Money Market Trust Boston, MA
Assistant Secretary State Street Research Tax-Exempt Trust Boston, MA
Assistant Secretary SSRM Holdings, Inc. Boston, MA
Woodbury, Robert S. Employee Metropolitan Life Insurance Company New York, NY
Vice President
Woodworth, Jr., Kennard Vice President State Street Research Exchange Trust Boston, MA
Senior Vice Vice President State Street Research Growth Trust Boston, MA
President
C-21
<PAGE>
Wu, Norman N. Partner Atlantic-Acton Realty Framingham, MA
Senior Vice President Director Bond Analysts Society of Boston Boston, MA
(Vice President
until 8/93)
Yogg, Michael Richard Vice President MetLife - State Street Financial Trust Boston, MA
Senior Vice Vice President MetLife - State Street Income Trust Boston, MA
President
</TABLE>
Revised: 07/21/95
C-22
<PAGE>
Item 29. Principal Underwriters
(a) State Street Research Investment Services, Inc. serves as principal
underwriter for MetLife - State Street Equity Trust, MetLife - State Street
Financial Trust, MetLife - State Street Income Trust, MetLife - State Street
Money Market Trust, State Street Research Tax-Exempt Trust, State Street
Research Capital Trust, State Street Research Growth Trust, State Street
Research Master Investment Trust, State Street Research Securities Trust and
State Street Research Portfolios, Inc.
(b) Directors and Officers of State Street Research Investment Services,
Inc. are as follows:
(1) (2) (3)
Positions
Name and Principal and Offices Positions and Offices
Business Address with Underwriter with Registrant
------------------ ---------------- ---------------------
Ralph F. Verni Chairman of the Board, Chairman of the Board,
One Financial Center President, Chief President, Chief Executive
Boston, MA 02111 Executive Officer and Officer and Trustee
Director
Peter C. Bennett Director None
One Financial Center
Boston, MA 02111
Gerard P. Maus Executive Vice Treasurer
One Financial Center President, Treasurer,
Boston, MA 02111 Chief Financial Officer
and Director
Thomas A. Shively Director Vice President
One Financial Center
Boston, MA 02111
George B. Trotta Executive Vice President None
One Madison Avenue
New York, NY 10010
Dennis C. Barghaan Senior Vice President None
One Financial Center
Boston, MA 02111
Peter Borghi Senior Vice President None
One Financial Center
Boston, MA 02111
C-23
<PAGE>
(1) (2) (3)
Positions
Name and Principal and Offices Positions and Offices
Business Address with Underwriter with Registrant
------------------ ---------------- ---------------------
Paul V. Daly Senior Vice President None
One Financial Center
Boston, MA 02111
Susan M.W. DiFazio Senior Vice President None
One Financial Center
Boston, MA 02111
Robert Haeusler Senior Vice President None
One Financial Center
Boston, MA 02111
Gregory R. McMahan Senior Vice President None
One Financial Center
Boston, MA 02111
Francis J. McNamara, III Senior Vice President Secretary
One Financial Center and Clerk
Boston, MA 02111
Joan D. Miller Senior Vice President None
One Financial Center
Boston, MA 02111
Richard P. Samartin Senior Vice President None
One Financial Center
Boston, MA 02111
Darman A. Wing Senior Vice President Assistant Clerk
One Financial Center and Assistant Clerk
Boston, MA 02111
Gordon Evans Vice President None
One Financial Center
Boston, MA 02111
Linda A. Grasso Vice President None
One Financial Center
Boston, MA 02111
Frederick H. Jamieson Vice President and None
One Financial Center Assistant Treasurer
Boston, MA 02111
C-24
<PAGE>
Item 30. Location of Accounts and Records
Gerard P. Maus
State Street Research & Management Company
One Financial Center
Boston, MA 02111
Item 31. Management Services
Inapplicable.
Item 32. Undertakings
(a) Deleted.
(b) The Registrant undertakes to hold a special meeting of shareholders of
the Trust for the purpose of voting upon the question of removal of any trustee
or trustees when requested in writing to do so by the record holders of not less
than 10 per centum of the outstanding shares of the Trust and, in connection
with such meeting, to comply with the provisions of Section 16(c) of the
Investment Company Act of 1940 relating to shareholder communications.
C-25
<PAGE>
Notice
A copy of the Master Trust Agreement of the Registrant is on file with the
Secretary of State of the Commonwealth of Massachusetts and notice is hereby
given that the obligations of the Registrant hereunder, and the authorization,
execution and delivery of this amendment to the Registrant's Registration
Statement, shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents or employees of the Registrant as individuals or
personally, but shall bind only the property of the Funds of the Registrant, as
provided in the Master Trust Agreement. Each Fund of the Registrant shall be
solely and exclusively responsible for all of its direct or indirect debts,
liabilities and obligations, and no other Fund shall be responsible for the
same.
C-26
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment No. 10 to its Registration Statement on Form N-1A to be
signed on its behalf by the undersigned, thereto duly authorized, in the City of
Boston and the Commonwealth of Massachusetts on the 28th day of July, 1995.
METLIFE - STATE STREET MONEY
MARKET TRUST
By *
-----------------------------
Ralph F. Verni
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed on the
above date by the following persons in the capacities indicated:
Signature Capacity
- --------- --------
* Trustee and Chief Executive
- ------------------------------------ Officer (principal executive officer)
Ralph F. Verni
* Treasurer (principal financial and
- ------------------------------------ accounting officer)
Gerard P. Maus
* Trustee
- ------------------------------------
Edward M. Lamont
* Trustee
- ------------------------------------
Robert A. Lawrence
<PAGE>
* Trustee
- ------------------------------------
Dean O. Morton
* Trustee
- ------------------------------------
Thomas L. Phillips
* Trustee
- ------------------------------------
Toby Rosenblatt
* Trustee
- ------------------------------------
Michael S. Scott Morton
* Trustee
- ------------------------------------
Jeptha H. Wade
*By: /s/ Francis J. McNamara, III
------------------------------
Francis J. McNamara, III,
Attorney-in-Fact under Powers of
Attorney dated July 28, 1995,
filed herewith.
91755.C2
<PAGE>
1933 Act Registration No. 2-97506
1940 Act File No. 811-4295
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM N-1A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 |_|
Pre-Effective Amendment No. ___ |_|
Post-Effective Amendment No. 10 |X|
and/or
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|
Amendment No. 14 |X|
--------------------
METLIFE - STATE STREET MONEY MARKET TRUST
(Exact Name of Registrant as Specified in Declaration of Trust)
--------------------
EXHIBITS
================================================================================
<PAGE>
INDEX TO EXHIBITS
Sequential Page
Number
---------------
(1)(a) Second Amended and Restated Master
Trust Agreement, Amendment No. 1 and
Amendment No. 2
(1)(b) Form of Amendment No. 3 to Second
Amended and Restated Master Trust
Agreement
(6)(b) Form of Selected Dealer Agreement
(6)(c) Form of Bank and Bank-Affiliated
Broker-Dealer Agreement
(11) Consent of Price Waterhouse
(17) Multiple Class Expense Allocation
Plan Adopted Pursuant to Rule 18f-3
(18) Powers of Attorney
(19) Certificate of Board Resolution
Respecting Powers of Attorney
(27) Financial Data Schedules
Exhibit (1)(a)
METLIFE - STATE STREET MONEY MARKET TRUST
SECOND AMENDED AND RESTATED
MASTER TRUST AGREEMENT
June 1, 1993
Copyright 1993 Goodwin, Procter & Hoar
All Rights Reserved
<PAGE>
METLIFE - STATE STREET MONEY MARKET TRUST
SECOND AMENDED AND RESTATED
MASTER TRUST AGREEMENT
Page
----
ARTICLE I. NAME AND DEFINITIONS ................................. 1
Section 1.1 Name.................................................. 1
Section 1.2 Definitions .......................................... 2
(a) "By-Laws"........................................ 2
(b) "Class".......................................... 2
(c) "Commission"..................................... 2
(d) "Declaration of Trust"........................... 2
(e) "1940 Act"....................................... 2
(f) "Shareholder".................................... 2
(g) "Shares"......................................... 2
(h) "Sub-Trust" or "Series".......................... 2
(i) "Trust".......................................... 2
(j) "Trustees"....................................... 2
ARTICLE II. PURPOSE OF TRUST ..................................... 2
ARTICLE III. THE TRUSTEES ......................................... 3
Section 3.1 Number, Designation, Election, Term, etc. 3
(a) Initial Trustees................................. 3
(b) Number........................................... 3
(c) Election and Term................................ 3
(d) Resignation and Retirement....................... 3
(e) Removal.......................................... 3
(f) Vacancies........................................ 4
(g) Effect of Death, Resignation, etc................ 4
(h) No Accounting.................................... 4
Section 3.2 Powers of Trustees.................................... 4
(a) Investments...................................... 6
(b) Disposition of Assets............................ 6
(c) Ownership Powers................................. 6
(d) Subscription..................................... 6
(e) Form of Holding.................................. 6
(f) Reorganization, etc.............................. 6
(g) Voting Trusts, etc............................... 7
(h) Compromise....................................... 7
(i) Partnerships, etc................................ 7
(j) Borrowing and Security........................... 7
(k) Guarantees, etc.................................. 7
(l) Insurance........................................ 7
(m) Pensions, etc.................................... 7
(n) Distribution Plans............................... 8
(i)
<PAGE>
Page
----
Section 3.3 Certain Contracts..................................... 8
(a) Advisory......................................... 8
(b) Administration................................... 9
(c) Distribution..................................... 9
(d) Custodian and Depository......................... 9
(e) Transfer and Dividend
Disbursing Agency.............................. 9
(f) Shareholder Servicing............................ 9
(g) Accounting....................................... 9
Section 3.4 Payment of Trust Expenses and Compensation
of Trustees......................................... 10
Section 3.5 Ownership of Assets of the Trust...................... 11
ARTICLE IV. SHARES ............................................... 11
Section 4.1 Description of Shares................................. 11
Section 4.2 Establishment and Designation of
Sub-Trusts.......................................... 12
(a) Assets Belonging to Sub-Trusts................... 13
(b) Liabilities Belonging to
Sub-Trusts..................................... 13
(c) Dividends........................................ 14
(d) Liquidation...................................... 15
(e) Voting........................................... 15
(f) Redemption by Shareholder........................ 15
(g) Redemption by Trust.............................. 16
(h) Net Asset Value.................................. 16
(i) Transfer......................................... 17
(j) Equality......................................... 17
(k) Fractions........................................ 17
(l) Conversion Rights................................ 17
Section 4.3 Ownership of Shares................................... 18
Section 4.4 Investments in the Trust.............................. 18
Section 4.5 No Pre-emptive Rights................................. 18
Section 4.6 Status of Shares and Limitation of
Personal Liability.................................. 18
ARTICLE V. SHAREHOLDERS' VOTING POWERS AND MEETINGS 19
Section 5.1 Voting Powers......................................... 19
Section 5.2 Meetings.............................................. 19
Section 5.3 Record Dates.......................................... 20
(ii)
<PAGE>
Page
----
Section 5.4 Quorum and Required Vote.............................. 20
Section 5.5 Action by Written Consent............................. 20
Section 5.6 Inspection of Records................................. 21
Section 5.7 Additional Provisions................................. 21
Section 5.8 Shareholder Communications............................ 21
ARTICLE VI. LIMITATION OF LIABILITY; INDEMNIFICATION ............. 22
Section 6.1 Trustees, Shareholders, etc. Not
Personally Liable................................... 22
Section 6.2 Trustee's Good Faith Action; Expert
Advice; No Bond or Surety........................... 22
Section 6.3 Indemnification of Shareholders....................... 23
Section 6.4 Indemnification of Trustees, Officers,
etc................................................. 23
Section 6.5 Compromise Payment.................................... 24
Section 6.6 Indemnification Not Exclusive, etc.................... 24
Section 6.7 Liability of Third Persons Dealing with
Trustees............................................ 25
ARTICLE VII. MISCELLANEOUS ........................................ 25
Section 7.1 Duration and Termination of Trust..................... 25
Section 7.2 Reorganization........................................ 25
Section 7.3 Amendments............................................ 26
Section 7.4 Filing of Copies; References; Headings................ 27
Section 7.5 Applicable Law; Effect of Amendment................... 28
(iii)
<PAGE>
METLIFE - STATE STREET MONEY MARKET TRUST
SECOND AMENDED AND RESTATED
MASTER TRUST AGREEMENT
SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made at
Boston, Massachusetts this 1st day of June, 1993, by the Trustees hereunder, and
by the holders of shares of beneficial interest to be issued hereunder as
hereinafter provided.
WITNESSETH
WHEREAS this Trust was formed under the name "State Street Money Market
Fund" to carry on the business of an investment company pursuant to a
Declaration of Trust dated April 30, 1985; and
WHEREAS the Trustees have agreed to manage all property coming into their
hands as trustees of a Massachusetts business trust in accordance with the
provisions hereinafter set forth; and
WHEREAS the Trustees desire to amend and restate the Amended and Restated
Agreement and Declaration of Trust dated February 27, 1986 in its entirety by
adopting this Second Amended and Restated Master Trust Agreement, which shall
supersede such Declaration of Trust and be the governing instrument of the Trust
from and after the date hereof, and pursuant to which the Trust shall hereafter
be known as "MetLife - State Street Money Market Trust."
NOW, THEREFORE, the Trustees hereby amend and restate the Amended and
Restated Agreement and Declaration of Trust dated February 27, 1986 in its
entirety and declare that they will hold all cash, securities and other assets
which they may from time to time acquire in any manner as Trustees hereunder IN
TRUST to manage and dispose of the same upon the following terms and conditions
for the benefit of the holders from time to time of shares of beneficial
interest in this Trust or Sub-Trusts (as hereinafter defined) created hereunder
as hereinafter set forth.
ARTICLE I
NAME AND DEFINITIONS
Section 1.1 Name. This Trust shall be known as MetLife - State Street Money
Market Trust and the Trustees shall conduct the business of the Trust under that
name or any other name or names as they may from time to time determine.
<PAGE>
Section 1.2 Definitions. Whenever used herein, unless otherwise required by
the context or specifically provided:
(a) "By-Laws" shall mean the By-Laws of the Trust as amended from time to
time;
(b) "Class" refers to any class of Shares of any Series or Sub-Trust
established and designated under or in accordance with the provisions of Article
IV;
(c) "Commission" shall have the meaning given it in the 1940 Act;
(d) "Declaration of Trust" shall mean this Second Amended and Restated
Agreement and Declaration of Trust (which shall also be referred to as the
Trust's Amended and Restated Master Trust Agreement), as amended or restated
from time to time;
(e) "1940 Act" refers to the Investment Company Act of 1940 and the Rules
and Regulations thereunder, all as amended from time to time;
(f) "Shareholder" means a record owner of Shares;
(g) "Shares" refers to the transferable units of interest into which the
beneficial interest in the Trust and each Sub-Trust of the Trust and/or any
class of any Series (as the context may require) shall be divided from time to
time;
(h) "Sub-Trust" or "Series" refers to a series of Shares established and
designated under or in accordance with the provisions of Article IV;
(i) "Trust" refers to the Massachusetts business trust established by this
Declaration of Trust, as amended from time to time, inclusive of each and every
Sub-Trust established hereunder; and
(j) "Trustees" refers to the Trustees of the Trust and of each Sub-Trust
hereunder named herein or elected in accordance with Article III.
ARTICLE II
PURPOSE OF TRUST
The purpose of the Trust is to operate as an investment company and to
offer Shareholders of the Trust and each Sub-Trust of the Trust one or more
investment programs primarily in securities and debt instruments.
2
<PAGE>
ARTICLE III
THE TRUSTEES
Section 3.1 Number, Designation, Election, Term, etc.
(a) Initial Trustees. The Trustees hereof are Edward M. Lamont, Robert A.
Lawrence, Dean O. Morton, Thomas L. Phillips, Toby Rosenblatt, Michael S. Scott
Morton, Ralph F. Verni and Jeptha H. Wade.
(b) Number. The Trustees serving as such, whether named above or hereafter
becoming Trustees, may increase or decrease (to not less than two at any time
after the effective date of the Trust's Registration Statement on Form N-1A with
the Commission) the number of Trustees to a number other than the number
theretofore determined. No decrease in the number of Trustees shall have the
effect of removing any Trustee from office prior to the expiration of his term,
but the number of Trustees may be decreased in conjunction with the removal of a
Trustee pursuant to subsection (e) of this Section 3.1.
(c) Election and Term. The Shareholders shall elect a Board of Trustees at
the first meeting of Shareholders following the initial public offering of
Shares. Each Trustee, whether named above or hereafter becoming a Trustee, shall
serve as a Trustee of the Trust and of each Sub-Trust hereunder during the
lifetime of this Trust and until its termination as hereinafter provided except
as such Trustee sooner dies, resigns or is removed. The Trustees may elect their
own successors and may, pursuant to Section 3.1(f) hereof, appoint Trustees to
fill vacancies; provided, however, that the Shareholders shall have the right to
elect Trustees subsequent to the initial election contemplated by this Section
3.1(c) in the event there shall at any time be no Trustees in office or when and
to the extent otherwise required by Section 16(a) of the 1940 Act.
(d) Resignation and Retirement. Any Trustee may resign his trust or retire
as a Trustee, by written instrument signed by him and delivered to the other
Trustees or to any officer of the Trust, and such resignation or retirement
shall take effect upon such delivery or upon such later date as is specified in
such instrument and shall be effective as to the Trust and each Sub-Trust
hereunder.
(e) Removal. Any Trustee may be removed with or without cause at any time:
(i) by written instrument, signed by at least two-thirds of the number of
Trustees in office immediately prior to such removal, specifying the date upon
which such removal shall become effective; or (ii) by vote of Shareholders
holding not less than two-thirds of the Shares then outstanding, cast in person
3
<PAGE>
or by proxy at any meeting called for the purpose; or (iii) by a written
declaration signed by Shareholders holding not less than two-thirds of the
Shares then outstanding and filed with the Trust's Custodian. Any such removal
shall be effective as to the Trust and each Sub-Trust hereunder.
(f) Vacancies. Any vacancy or anticipated vacancy resulting from any
reason, including without limitation the death, resignation, retirement, removal
or incapacity of any of the Trustees, or resulting from an increase in the
number of Trustees by the other Trustees may (but so long as there are at least
two remaining Trustees, need not unless required by the 1940 Act) be filled by a
majority of the remaining Trustees, subject to the provisions of Section 16(a)
of the 1940 Act, through the appointment in writing of such other person as such
remaining Trustees in their discretion shall determine and such appointment
shall be effective upon the written acceptance of the person named therein to
serve as a Trustee and agreement by such person to be bound by the provisions of
this Declaration of Trust, except that any such appointment in anticipation of a
vacancy to occur by reason of retirement, resignation or increase in number of
Trustees to be effective at a later date shall become effective only at or after
the effective date of said retirement, resignation, or increase in number of
Trustees. As soon as any Trustee so appointed shall have accepted such
appointment and shall have agreed in writing to be bound by this Declaration of
Trust and the appointment is effective, the Trust estate shall vest in the new
Trustee, together with the continuing Trustees, without any further act or
conveyance.
(g) Effect of Death, Resignation, etc. The death, resignation, retirement,
removal or incapacity of the Trustees, or any one of them, shall not operate to
annul or terminate the Trust or any Sub-Trust hereunder or to revoke or
terminate any existing agency or contract created or entered into pursuant to
the terms of this Declaration of Trust.
(h) No Accounting. Except to the extent required by the 1940 Act or under
circumstances which would justify his removal for cause, no person ceasing to be
a Trustee as a result of his death, resignation, retirement, removal or
incapacity (nor the estate of any such person) shall be required to make an
accounting to the Shareholders or remaining Trustees upon such cessation.
Section 3.2 Powers of Trustees. Subject to the provisions of this
Declaration of Trust, the business of the Trust shall be managed by the
Trustees, and they shall have all powers necessary or convenient to carry out
that responsibility and the purpose of the Trust. The Trustees in all instances
4
<PAGE>
shall act as principals, and are and shall be free from the control of the
Shareholders. The Trustees shall have full power and authority to do any and all
acts and to make and execute any and all contracts and instruments that they may
consider necessary or appropriate in connection with the management of the
Trust. The Trustees shall not be bound or limited by present or future laws or
customs with regard to investment by trustees or fiduciaries, but shall have
full authority and absolute power and control over the assets of the Trust and
the business of the Trust to the same extent as if the Trustees were the sole
owners of the assets of the Trust and the business in their own right, including
such authority, power and control to do all acts and things as they, in their
uncontrolled discretion, shall deem proper to accomplish the purposes of this
Trust. Without limiting the foregoing, the Trustees may adopt By-Laws not
inconsistent with this Declaration of Trust providing for the conduct of the
business and affairs of the Trust and may amend and repeal them to the extent
that such By-Laws do not reserve that right to the Shareholders; they may sue or
be sued in the name of the Trust; they may from time to time in accordance with
the provisions of Section 4.1 hereof establish classes of Shares of any Series
or divide the Shares of any Series into classes, each such Sub-Trust to operate
as a separate and distinct investment medium and with separately defined
investment objectives and policies and distinct investment purposes; they may as
they consider appropriate elect and remove officers and appoint and terminate
agents and consultants and hire and terminate employees, any one or more of the
foregoing of whom may be a Trustee, and may provide for the compensation of all
of the foregoing; they may appoint from their own number, and terminate, any one
or more committees consisting of two or more Trustees, including without implied
limitation an executive committee, which may, when the Trustees are not in
session and subject to the 1940 Act, exercise some or all of the power and
authority of the Trustees as the Trustees may determine; in accordance with
Section 3.3 they may employ one or more advisers, administrators, depositories
and custodians and may authorize any depository or custodian to employ
subcustodians or agents and to deposit all or any part of such assets in a
system or systems for the central handling of securities and debt instruments,
retain transfer, dividend, accounting or Shareholder servicing agents or any of
the foregoing, provide for the distribution of Shares by the Trust through one
or more distributors, principal underwriters or otherwise, and set record dates
or times for the determination of Shareholders or various of them with respect
to various matters; they may compensate or provide for the compensation of the
Trustees, officers, advisers, administrators, custodians, other agents,
consultants and employees of the Trust or the Trustees on such terms as they
deem appropriate; and in general they may delegate to any officer of the Trust,
to any committee of the Trustees and to any employee, adviser, administrator,
5
<PAGE>
distributor, depository, custodian, transfer and dividend disbursing agent, or
any other agent or consultant of the Trust such authority, powers, functions and
duties as they consider desirable or appropriate for the conduct of the business
and affairs of the Trust, including without implied limitation the power and
authority to act in the name of the Trust and any Sub-Trust and of the Trustees,
to sign documents and to act as attorney-in-fact for the Trustees.
Without limiting the foregoing and to the extent not inconsistent with the
1940 Act or other applicable law, the Trustees shall have power and authority
for and on behalf of the Trust and each separate Sub-Trust established
hereunder:
(a) Investments. To invest and reinvest cash and other property, and to
hold cash or other property uninvested without in any event being bound or
limited by any present or future law or custom in regard to investments by
trustees;
(b) Disposition of Assets. To sell, exchange, lend, pledge, mortgage,
hypothecate, write options on and lease any or all of the assets of the Trust;
(c) Ownership Powers. To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities, debt instruments or
property; and to execute and deliver proxies or powers of attorney to such
person or persons as the Trustees shall deem proper, granting to such person or
persons such power and discretion with relation to securities, debt instruments
or property as the Trustees shall deem proper;
(d) Subscription. To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of securities or debt
instruments;
(e) Form of Holding. To hold any security, debt instrument or property in a
form not indicating any trust, whether in bearer, unregistered or other
negotiable form, or in the name of the Trustees or of the Trust or of any
Sub-Trust or in the name of a custodian, subcustodian or other depository or a
nominee or nominees or otherwise;
(f) Reorganization, etc. To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or issuer, any
security or debt instrument of which is or was held in the Trust; to consent to
any contract, lease, mortgage, purchase or sale of property by such corporation
or issuer, and to pay calls or subscriptions with respect to any security or
debt instrument held in the Trust;
6
<PAGE>
(g) Voting Trusts, etc. To join with other holders of any securities or
debt instruments in acting through a committee, depositary, voting trustee or
otherwise, and in that connection to deposit any security or debt instrument
with, or transfer any security or debt instrument to, any such committee,
depositary or trustee, and to delegate to them such power and authority with
relation to any security or debt instrument (whether or not so deposited or
transferred) as the Trustees shall deem proper, and to agree to pay, and to pay,
such portion of the expenses and compensation of such committee, depositary or
trustee as the Trustees shall deem proper;
(h) Compromise. To compromise, arbitrate or otherwise adjust claims in
favor of or against the Trust or any Sub-Trust or any matter in controversy,
including but not limited to claims for taxes;
(i) Partnerships, etc. To enter into joint ventures, general or limited
partnerships and any other combinations or associations;
(j) Borrowing and Security. To borrow funds and to mortgage and pledge the
assets of the Trust or any part thereof to secure obligations arising in
connection with such borrowing;
(k) Guarantees, etc. To endorse or guarantee the payment of any notes or
other obligations of any person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof; and to mortgage and pledge the
Trust property or any part thereof to secure any of or all such obligations;
(l) Insurance. To purchase and pay for entirely out of Trust property such
insurance as they may deem necessary or appropriate for the conduct of the
business, including, without limitation, insurance policies insuring the assets
of the Trust and payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, consultants, investment advisers, managers,
administrators, distributors, principal underwriters, or independent
contractors, or any thereof (or any person connected therewith), of the Trust
individually against all claims and liabilities of every nature arising by
reason of holding, being or having held any such office or position, or by
reason of any action alleged to have been taken or omitted by any such person in
any such capacity, including any action taken or omitted that may be determined
to constitute negligence, whether or not the Trust would have the power to
indemnify such person against such liability;
(m) Pensions, etc. To pay pensions for faithful service, as deemed
appropriate by the Trustees, and to adopt, establish and carry out pension,
7
<PAGE>
profit-sharing, share bonus, share purchase, savings, thrift and other
retirement, incentive and benefit plans, trusts and provisions, including the
purchasing of life insurance and annuity contracts as a means of providing such
retirement and other benefits, for any or all of the Trustees, officers,
employees and agents of the Trust; and
(n) Distribution Plans. To adopt on behalf of the Trust or any Sub-Trust a
plan of distribution and related agreements thereto pursuant to the terms of
Rule 12b-1 of the 1940 Act and to make payments from the assets of the Trust or
the relevant Sub-Trust or Sub-Trusts or class or classes thereof pursuant to
said Rule 12b-1 Plan.
Except as otherwise provided by the l940 Act or other applicable law, this
Declaration of Trust or the By-Laws, any action to be taken by the Trustees on
behalf of the Trust or any Sub-Trust may be taken by a majority of the Trustees
present at a meeting of Trustees (a quorum, consisting of at least one-half of
the Trustees then in office, being present), within or without Massachusetts,
including any meeting held by means of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time, and participation by such means
shall constitute presence in person at a meeting, or by written consents of a
majority of the Trustees then in office (or such larger or different number as
may be required by the 1940 Act or other applicable law).
Section 3.3 Certain Contracts. Subject to compliance with the provisions of
the 1940 Act, but notwithstanding any limitations of present and future law or
custom in regard to delegation of powers by trustees generally, the Trustees
may, at any time and from time to time and without limiting the generality of
their powers and authority otherwise set forth herein, enter into one or more
contracts with any one or more corporations, trusts, associations, partnerships,
limited partnerships, other type of organizations, or individuals (a
"Contracting Party"), to provide for the performance and assumption of some or
all of the following services, duties and responsibilities to, for or on behalf
of the Trust and/or any Sub-Trust, and/or the Trustees, and to provide for the
performance and assumption of such other services, duties and responsibilities
in addition to those set forth below as the Trustees may determine appropriate:
(a) Advisory. Subject to the general supervision of the Trustees and in
conformity with the stated policy of the Trustees with respect to the
investments of the Trust or of the assets belonging to any Sub-Trust of the
Trust (as that phrase is defined in subsection (a) of Section 4.2), to manage
such investments and assets, make investment decisions with respect thereto, and
8
<PAGE>
to place purchase and sale orders for portfolio transactions relating to such
investments and assets;
(b) Administration. Subject to the general supervision of the Trustees and
in conformity with any policies of the Trustees with respect to the operations
of the Trust and each Sub-Trust, to supervise all or any part of the operations
of the Trust and each Sub-Trust, and to provide all or any part of the
administrative and clerical personnel, office space and office equipment and
services appropriate for the efficient administration and operations of the
Trust and each Sub-Trust;
(c) Distribution. To distribute the Shares of the Trust and each Sub-Trust
(including any classes thereof), to be principal underwriter of such Shares,
and/or to act as agent of the Trust and each Sub-Trust in the sale of Shares and
the acceptance or rejection of orders for the purchase of Shares;
(d) Custodian and Depository. To act as depository for and to maintain
custody of the property of the Trust and each Sub-Trust and accounting records
in connection therewith;
(e) Transfer and Dividend Disbursing Agency. To maintain records of the
ownership of outstanding Shares, the issuance and redemption and the transfer
thereof, and to disburse any dividends declared by the Trustees and in
accordance with the policies of the Trustees and/or the instructions of any
particular Shareholder to reinvest any such dividends;
(f) Shareholder Servicing. To provide service with respect to the
relationship of the Trust and its Shareholders, records with respect to
Shareholders and their Shares, and similar matters; and
(g) Accounting. To handle all or any part of the accounting
responsibilities, whether with respect to the Trust's properties, Shareholders
or otherwise.
The same person may be the Contracting Party for some or all of the services,
duties and responsibilities to, for and of the Trust and/or the Trustees, and
the contracts with respect thereto may contain such terms interpretive of or in
addition to the delineation of the services, duties and responsibilities
provided for, including provisions that are not inconsistent with the 1940 Act
relating to the standard of duty of and the rights to indemnification of the
Contracting Party and others, as the Trustees may determine. Nothing herein
shall preclude, prevent or limit the Trust or a Contracting Party from entering
into sub-contractual arrangements relating to any of the matters referred to in
Sections 3.3(a) through (g) hereof.
9
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The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, director, officer, partner, trustee, employee, manager,
adviser, principal underwriter or distributor or agent of or for any
Contracting Party, or of or for any parent or affiliate of any Contracting
Party or that the Contracting Party or any parent or affiliate thereof is a
Shareholder or has an interest in the Trust or any Sub-Trust, or that
(ii) any Contracting Party may have a contract providing for the
rendering of any similar services to one or more other corporations,
trusts, associations, partnerships, limited partnerships or other
organizations, or have other business or interests,
shall not affect the validity of any contract for the performance and assumption
of services, duties and responsibilities to, for or of the Trust or any
Sub-Trust and/or the Trustees or disqualify any Shareholder, Trustee or officer
of the Trust from voting upon or executing the same or create any liability or
accountability to the Trust, any Sub-Trust or its Shareholders, provided that in
the case of any relationship or interest referred to in the preceding clause (i)
on the part of any Trustee or officer of the Trust either (x) the material facts
as to such relationship or interest have been disclosed to or are known by the
Trustees not having any such relationship or interest and the contract involved
is approved in good faith by a majority of such Trustees not having any such
relationship or interest (even though such unrelated or disinterested Trustees
are less than a quorum of all of the Trustees), (y) the material facts as to
such relationship or interest and as to the contract have been disclosed to or
are known by the Shareholders entitled to vote thereon and the contract involved
is specifically approved in good faith by vote of the Shareholders, or (z) the
specific contract involved is fair to the Trust as of the time it is authorized,
approved or ratified by the Trustees or by the Shareholders.
Section 3.4 Payment of Trust Expenses and Compensation of Trustees. The
Trustees are authorized to pay or to cause to be paid out of the principal or
income of the Trust or any Sub-Trust, or partly out of principal and partly out
of income, and to charge or allocate the same to, between or among such one or
more of the Sub-Trusts and/or one or more classes of Shares thereof that may be
established and designated pursuant to Article IV, as the Trustees deem fair,
all expenses, fees, charges, taxes and liabilities incurred or arising in
connection with the Trust or any Sub-Trust and/or one or more classes of Shares
thereof, or in connection with the management thereof, including, but not
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limited to, the Trustees' compensation and such expenses and charges for the
services of the Trust's officers, employees, investment adviser, administrator,
distributor, principal underwriter, auditor, counsel, depository, custodian,
transfer agent, dividend disbursing agent, accounting agent, Shareholder
servicing agent, and such other agents, consultants, and independent contractors
and such other expenses and charges as the Trustees may deem necessary or proper
to incur. Without limiting the generality of any other provision hereof, the
Trustees shall be entitled to reasonable compensation from the Trust for their
services as Trustees and may fix the amount of such compensation.
Section 3.5 Ownership of Assets of the Trust. Title to all of the assets of
the Trust shall at all times be considered as vested in the Trustees.
ARTICLE IV
SHARES
Section 4.1 Description of Shares. The beneficial interest in the Trust
shall be divided into Shares, all with $.001 par value, but the Trustees shall
have the authority from time to time to establish and designate one or more
Series of Shares (each of which Series of Shares shall be a separate and
distinct Sub-Trust of the Trust, including without limitation those Sub-Trusts
specifically established and designated in Section 4.2) and one or more classes
thereof, as they deem necessary or desirable. For all purposes under this
Declaration of Trust or otherwise, including, without implied limitation, (i)
with respect to the rights of creditors and (ii) for purposes of interpreting
the relevant rights of each Sub-Trust and the Shareholders of each Sub-Trust,
each Sub-Trust established hereunder shall be deemed to be a separate trust. The
Trustees shall have exclusive power without the requirement of Shareholder
approval to establish and designate such separate and distinct Sub-Trusts or
classes thereof, and to fix and determine the relative rights and preferences as
between the shares of the separate Sub-Trusts or classes as to right of
redemption and the price, terms and manner of redemption, special and relative
rights as to dividends and other distributions and on liquidation, sinking or
purchase fund provisions, conversion rights, and conditions under which the
several Sub-Trusts or classes thereof shall have separate voting rights or no
voting rights.
The number of authorized Shares and the number of Shares of each Sub-Trust
or classes thereof that may be issued is unlimited, and the Trustees may issue
Shares of any Sub-Trust for such consideration and on such terms as they may
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determine (or for no consideration if pursuant to a Share dividend or split-up),
all without action or approval of the Shareholders. All Shares when so issued on
the terms determined by the Trustees shall be fully paid and non-assessable (but
may be subject to mandatory contribution back to the Trust as provided in
subsection (h) of Section 4.2). The Trustees may classify or reclassify any
unissued Shares or any Shares previously issued and reacquired of any Sub-Trust
or class into one or more Sub-Trusts or classes that may be established and
designated from time to time. The Trustees may hold as treasury Shares, reissue
for such consideration and on such terms as they may determine, or cancel, at
their discretion from time to time, any Shares of any Sub-Trust reacquired by
the Trust.
The Trustees may from time to time close the transfer books or establish
record dates and times for the purposes of determining the holders of Shares
entitled to be treated as such, to the extent provided or referred to in Section
5.3.
The establishment and designation of any Sub-Trust or classes in addition
to those established and designated in Section 4.2 shall be effective (i) upon
the execution by a majority of the then Trustees of an instrument setting forth
such establishment and designation of the relative rights and preferences of the
Shares of such Sub-Trust, (ii) upon the execution of an instrument in writing by
an officer of the Trust pursuant to the vote of a majority of the Trustees, or
(iii) as otherwise provided in either such instrument. At any time that there
are no Shares outstanding of any particular Sub-Trust previously established and
designated, the Trustees may by an instrument executed by a majority of their
number abolish that Sub-Trust and the establishment and designation thereof.
Each instrument referred to in this paragraph shall have the status of an
amendment to this Declaration of Trust.
Any Trustee, officer or other agent of the Trust, and any organization in
which any such person is interested may acquire, own, hold and dispose of Shares
of any Sub-Trust of the Trust to the same extent as if such person were not a
Trustee, officer or other agent of the Trust; and the Trust may issue and sell
or cause to be issued and sold and may purchase Shares of any Sub-Trust from any
such person or any such organization subject only to the general limitations,
restrictions or other provisions applicable to the sale or purchase of Shares of
such Sub-Trust generally.
Section 4.2 Establishment and Designation of Sub-Trusts. Without limiting
the authority of the Trustees set forth in Section 4.1 to establish and
designate any further Sub-Trust, the Trustees hereby establish and designate one
Sub-Trust: the "MetLife - State Street Money Market Fund." The Shares of such
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Sub-Trust and any Shares of any further Sub-Trusts that may from time to time be
established and designated by the Trustees shall (unless the Trustees otherwise
determine with respect to some further Sub-Trust at the time of establishing and
designating the same) have the following relative rights and preferences:
(a) Assets Belonging to Sub-Trusts. All consideration received by the Trust
for the issue or sale of Shares of a particular Sub-Trust, together with all
assets in which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof, including any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds or payments derived
from any reinvestment of such proceeds in whatever form the same may be, shall
be held by the Trustees in trust for the benefit of the holders of Shares of
that Sub-Trust and shall irrevocably belong to that Sub-Trust (and be allocable
to any classes thereof) for all purposes, and shall be so recorded upon the
books of account of the Trust. Such consideration, assets, income, earnings,
profits, and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds, in whatever form the same may be, together
with any General Items (as hereinafter defined) allocated to that Sub-Trust as
provided in the following sentence, are herein referred to as "assets belonging
to" that Sub-Trust (and be allocable to any classes thereof). In the event that
there are any assets, income, earnings, profits, and proceeds thereof, funds, or
payments which are not readily identifiable as belonging to any particular
Sub-Trust (collectively "General Items"), the Trustees shall allocate such
General Items to and among any one or more of the Sub-Trusts established and
designated from time to time in such manner and on such basis as they, in their
sole discretion, deem fair and equitable; and any General Items so allocated to
a particular Sub-Trust shall belong to that Sub-Trust (and be allocable to any
classes thereof). Each such allocation by the Trustees shall be conclusive and
binding upon the Shareholders of all Sub-Trusts (including any classes thereof)
for all purposes.
(b) Liabilities Belonging to Sub-Trusts. The assets belonging to each
particular Sub-Trust shall be charged with the liabilities in respect of that
Sub-Trust and all expenses, costs, charges and reserves belonging to that
Sub-Trust, and any general liabilities, expenses, costs, charges or reserves of
the Trust which are not readily identifiable as belonging to any particular
Sub-Trust shall be allocated and charged by the Trustees to and among any one or
more of the Sub-Trusts established and designated from time to time in such
manner and on such basis as the Trustees in their sole discretion deem fair and
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equitable. In addition, the liabilities in respect of a particular class of
Shares of a particular Series and all expenses, costs, charges and reserves
belonging to that class of Shares, and any general liabilities, expenses, costs,
charges or reserves of that particular Series which are not readily identifiable
as belonging to any particular class of Shares of that Series shall be allocated
and charged by the Trustees to and among any one or more of the classes of
Shares of that Series established and designated from time to time in such
manner and on such basis as the Trustees in their sole discretion deem fair and
equitable. The liabilities, expenses, costs, charges and reserves allocated and
so charged to a Series or class thereof are herein referred to as "liabilities
belonging to" that Series or class thereof. Each allocation of liabilities,
expenses, costs, charges and reserves by the Trustees shall be conclusive and
binding upon the Shareholders of all Series (including any classes thereof) for
all purposes. Any creditor of any Sub-Trust may look only to the assets of that
Sub-Trust to satisfy such creditor's debt.
The Trustees shall have full discretion, to the extent not inconsistent
with the 1940 Act, to determine which items shall be treated as income and which
items as capital; and each such determination and allocation shall be conclusive
and binding upon the Shareholders.
(c) Dividends. Dividends and distributions on Shares of a particular
Sub-Trust or any classes thereof may be paid with such frequency as the Trustees
may determine, which may be daily or otherwise pursuant to a standing resolution
or resolutions adopted only once or with such frequency as the Trustees may
determine, to the holders of Shares of that Sub-Trust or class, from such of the
income and capital gains, accrued or realized, from the assets belonging to that
Sub-Trust or in the case of a class, belonging to that Sub-Trust and allocable
to that class, as the Trustees may determine, after providing for actual and
accrued liabilities belonging to that Sub-Trust or class. All dividends and
distributions on Shares of a particular Sub-Trust or class thereof shall be
distributed pro rata to the holders of Shares of that Sub-Trust or class in
proportion to the number of Shares of that Sub-Trust or class held by such
holders at the date and time of record established for the payment of such
dividends or distributions, except that in connection with any dividend or
distribution program or procedure the Trustees may determine that no dividend or
distribution shall be payable on Shares as to which the Shareholder's purchase
order and/or payment have not been received by the time or times established by
the Trustees under such program or procedure. Such dividends and distributions
may be made in cash or Shares of that Sub-Trust or class or a combination
thereof as determined by the Trustees or pursuant to any program that the
Trustees may have in effect at the time for the election by each Shareholder of
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the mode of the making of such dividend or distribution to that Shareholder. Any
such dividend or distribution paid in Shares will be paid at the net asset value
thereof as determined in accordance with subsection (h) of Section 4.2.
(d) Liquidation. In the event of the liquidation or dissolution of the
Trust, the Shareholders of each Sub-Trust or any class thereof that has been
established and designated shall be entitled to receive, when and as declared by
the Trustees, the excess of the assets belonging to that Sub-Trust or in the
case of a class, belonging to that Sub-Trust and allocable to that class, over
the liabilities belonging to that Sub-Trust or class. The assets so
distributable to the Shareholders of any particular Sub-Trust or class thereof
shall be distributed among such Shareholders in proportion to the number of
Shares of that Sub-Trust or class thereof held by them and recorded on the books
of the Trust. The liquidation of any particular Sub-Trust or class thereof may
be authorized at any time by vote of a majority of the Trustees then in office
subject to the approval of a majority of the outstanding voting shares of that
Sub-Trust or class, as defined in the 1940 Act.
(e) Voting. On each matter submitted to a vote of the Shareholders, each
holder of a Share of each Sub-Trust or class thereof shall be entitled to one
vote for each whole Share and to a proportionate fractional vote for each
fractional Share standing in his name on the books of the Trust and all Shares
of each Sub-Trust and classes thereof shall vote as a separate class except as
to voting for Trustees and as otherwise required by the 1940 Act. As to any
matter which does not affect the interest of a particular Sub-Trust or class,
only the holders of Shares of the one or more affected Sub-Trusts or classes
shall be entitled to vote.
(f) Redemption by Shareholder. Each holder of Shares of a particular
Sub-Trust or any class thereof shall have the right at such times as may be
permitted by the Trust, but no less frequently than once each week, to require
the Trust to redeem all or any part of his Shares of that Sub-Trust or class
thereof at a redemption price equal to the net asset value per Share of that
Sub-Trust or class thereof next determined in accordance with subsection (h) of
this Section 4.2 after the Shares are properly tendered for redemption, subject
to any contingent deferred sales charge in effect at the time of redemption.
Payment of the redemption price shall be in cash; provided, however, that if the
Trustees determine, which determination shall be conclusive, that conditions
exist which make payment wholly in cash unwise or undesirable, the Trust may,
subject to the requirements of the 1940 Act, make payment wholly or partly in
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securities or other assets belonging to the Sub-Trust of which the Shares being
redeemed are part at the value of such securities or assets used in such
determination of net asset value.
Notwithstanding the foregoing, the Trust may postpone payment of the
redemption price and may suspend the right of the holders of Shares of any
Sub-Trust to require the Trust to redeem Shares of that Sub-Trust during any
period or at any time when and to the extent permissible under the 1940 Act.
(g) Redemption by Trust. Each Share of each Sub-Trust or class thereof that
has been established and designated is subject to redemption by the Trust at the
redemption price which would be applicable if such Share was then being redeemed
by the Shareholder pursuant to subsection (f) of this Section 4.2 upon such
other conditions as may from time to time be determined by the Trustees and set
forth in the then current Prospectus of the Trust with respect to maintenance of
Shareholder accounts of a minimum amount. Upon such redemption the holders of
the Shares so redeemed shall have no further right with respect thereto other
than to receive payment of such redemption price.
(h) Net Asset Value. The net asset value per Share of any Sub-Trust shall
be (i) in the case of a Sub-Trust whose Shares are not divided into classes, the
quotient obtained by dividing the value of the net assets of that Sub-Trust
(being the value of the assets belonging to that Sub-Trust less the liabilities
belonging to that Sub-Trust) by the total number of Shares of that Sub-Trust
outstanding and (ii) in the case of a class of Shares of a Sub-Trust whose
Shares are divided into classes, the quotient obtained by dividing the value of
the net assets of that Sub-Trust allocable to such class (being the value of the
assets belonging to that Sub-Trust allocable to such class less the liabilities
belonging to such class) by the total number of Shares of such class
outstanding; all determined in accordance with the methods and procedures,
including without limitation those with respect to rounding, established by the
Trustees from time to time.
The Trustees may determine to maintain the net asset value per Share of any
Sub-Trust at a designated constant dollar amount and in connection therewith may
adopt procedures not inconsistent with the 1940 Act for the continuing
declarations of income attributable to that Sub-Trust as dividends payable in
additional Shares of that Sub-Trust at the designated constant dollar amount and
for the handling of any losses attributable to that Sub-Trust. Such procedures
may provide that in the event of any loss each Shareholder shall be deemed to
have contributed to the capital of the Trust attributable to that Sub-Trust his
pro rata portion of the total number of Shares required to be cancelled in order
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to permit the net asset value per Share of that Sub-Trust to be maintained,
after reflecting such loss, at the designated constant dollar amount. Each
Shareholder of the Trust shall be deemed to have agreed, by his investment in
any Sub-Trust with respect to which the Trustees shall have adopted any such
procedure, to make the contribution referred to in the preceding sentence in the
event of any such loss.
(i) Transfer. All Shares of each particular Sub-Trust or class thereof
shall be transferable, but transfers of Shares of a particular Sub-Trust or
class thereof will be recorded on the Share transfer records of the Trust
applicable to that Sub-Trust or class only at such times as Shareholders shall
have the right to require the Trust to redeem Shares of that Sub-Trust or class
and at such other times as may be permitted by the Trustees.
(j) Equality. Except as provided herein or in the instrument designating
and establishing any class of Shares or any Sub-Trust, all Shares of each
particular Sub-Trust or class thereof shall represent an equal proportionate
interest in the assets belonging to that Sub-Trust, or in the case of a class,
belonging to that Sub-Trust and allocable to that class, subject to the
liabilities belonging to that Sub-Trust or class, and each Share of any
particular Sub-Trust or class shall be equal to each other Share of that
Sub-Trust or class; but the provisions of this sentence shall not restrict any
distinctions permissible under subsection (c) of this Section 4.2 that may exist
with respect to dividends and distributions on Shares of the same Sub-Trust or
class. The Trustees may from time to time divide or combine the Shares of any
particular Sub-Trust or class into a greater or lesser number of Shares of that
Sub-Trust or class without thereby changing the proportionate beneficial
interest in the assets belonging to that Sub-Trust or class or in any way
affecting the rights of Shares of any other Sub-Trust or class.
(k) Fractions. Any fractional Share of any Sub-Trust, if any such
fractional Share is outstanding, shall carry proportionately all the rights and
obligations of a whole Share of that Sub-Trust, including rights and obligations
with respect to voting, receipt of dividends and distributions, redemption of
Shares, and liquidation of the Trust.
(l) Conversion Rights. Subject to compliance with the requirements of the
1940 Act, the Trustees shall have the authority to provide that holders of
Shares of any Sub-Trust or class thereof shall have the right to convert said
Shares into Shares of one or more other Sub-Trust or class thereof in accordance
with such requirements and procedures as may be established by the Trustees.
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Section 4.3 Ownership of Shares. The ownership of Shares shall be recorded
on the books of the Trust or of a transfer or similar agent for the Trust, which
books shall be maintained separately for the Shares of each Sub-Trust and each
class thereof that has been established and designated. No certificates
certifying the ownership of Shares need be issued except as the Trustees may
otherwise determine from time to time. The Trustees may make such rules as they
consider appropriate for the issuance of Share certificates, the use of
facsimile signatures, the transfer of Shares and similar matters. The record
books of the Trust as kept by the Trust or any transfer or similar agent, as the
case may be, shall be conclusive as to who are the Shareholders and as to the
number of Shares of each Sub-Trust held from time to time by each such
Shareholder.
Section 4.4 Investments in the Trust. The Trustees may accept investments
in the Trust and each Sub-Trust thereof from such persons and on such terms and
for such consideration, not inconsistent with the provisions of the 1940 Act, as
they from time to time authorize. The Trustees may authorize any distributor,
principal underwriter, custodian, transfer agent or other person to accept
orders for the purchase of Shares that conform to such authorized terms and to
reject any purchase orders for Shares whether or not conforming to such
authorized terms.
Section 4.5 No Pre-emptive Rights. Shareholders shall have no pre-emptive
or other right to subscribe to any additional Shares or other securities issued
by the Trust.
Section 4.6 Status of Shares and Limitation of Personal Liability. Shares
shall be deemed to be personal property giving only the rights provided in this
instrument. Every Shareholder by virtue of having become a Shareholder shall be
held to have expressly assented and agreed to the terms hereof and to have
become a party hereto. The death of a Shareholder during the continuance of the
Trust shall not operate to terminate the Trust or any Sub-Trust thereof nor
entitle the representative of any deceased Shareholder to an accounting or to
take any action in court or elsewhere against the Trust or the Trustees, but
only to the rights of said decedent under this Trust. Ownership of Shares shall
not entitle the Shareholder to any title in or to the whole or any part of the
Trust property or right to call for a partition or division of the same or for
an accounting, nor shall the ownership of Shares constitute the Shareholders
partners. Neither the Trust nor the Trustees, nor any officer, employee or agent
of the Trust shall have any power to bind personally any Shareholder, nor except
as specifically provided herein to call upon any Shareholder for the payment of
any sum of money or assessment whatsoever other than such as the Shareholder may
at any time personally agree to pay.
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ARTICLE V
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 5.1 Voting Powers. The Shareholders shall have power to vote only
(i) for the election or removal of Trustees as provided in Section 3.1, (ii)
with respect to any contract with a Contracting Party as provided in Section 3.3
as to which Shareholder approval is as required by the 1940 Act, (iii) with
respect to any termination or reorganization of the Trust or any Sub-Trust to
the extent and as provided in Sections 7.1 and 7.2, (iv) with respect to any
amendment of this Declaration of Trust to the extent and as provided in Section
7.3, (v) to the same extent as the stockholders of a Massachusetts business
corporation as to whether or not a court action, proceeding or claim should or
should not be brought or maintained derivatively or as a class action on behalf
of the Trust or any Sub-Trust thereof or the Shareholders (provided, however,
that a Shareholder of a particular Sub-Trust shall not be entitled to a
derivative or class action on behalf of any other Sub-Trust (or Shareholder of
any other Sub-Trust) of the Trust) and (vi) with respect to such additional
matters relating to the Trust as may be required by the 1940 Act, this
Declaration of Trust, the ByLaws or any registration of the Trust with the
Commission (or any successor agency) or any state, or as the Trustees may
consider necessary or desirable. There shall be no cumulative voting in the
election of Trustees. Shares may be voted in person or by proxy. A proxy with
respect to Shares held in the name of two or more persons shall be valid if
executed by any one of them unless at or prior to exercise of the proxy the
Trust receives a specific written notice to the contrary from any one of them. A
proxy purporting to be executed by or on behalf of a Shareholder shall be deemed
valid unless challenged at or prior to its exercise and the burden of proving
invalidity shall rest on the challenger. Until Shares are issued, the Trustees
may exercise all rights of Shareholders and may take any action required by law,
this Declaration of Trust or the ByLaws to be taken by Shareholders.
Section 5.2 Meetings. No annual or regular meeting of Shareholders is
required. Special meetings of Shareholders may be called by the Trustees from
time to time for the purpose of taking action upon any matter requiring the vote
or authority of the Shareholders as herein provided or upon any other matter
deemed by the Trustees to be necessary or desirable. Written notice of any
meeting of Shareholders shall be given or caused to be given by the Trustees by
mailing such notice at least seven days before such meeting, postage prepaid,
stating the time, place and purpose of the meeting, to each Shareholder at the
Shareholder's address as it appears on the records of the Trust. The Trustees
shall promptly call and give notice of a meeting of Shareholders for the purpose
of voting upon removal of any Trustee of the Trust when requested to do so in
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writing by Shareholders holding not less than 10% of the Shares then
outstanding. If the Trustees shall fail to call or give notice of any meeting of
Shareholders for a period of 30 days after written application by Shareholders
holding at least 10% of the Shares then outstanding requesting a meeting be
called for any other purpose requiring action by the Shareholders as provided
herein or in the By-Laws, then Shareholders holding at least 10% of the Shares
then outstanding may call and give notice of such meeting, and thereupon the
meeting shall be held in the manner provided for herein in case of call thereof
by the Trustees.
Section 5.3 Record Dates. For the purpose of determining the Shareholders
who are entitled to vote or act at any meeting or any adjournment thereof, or
who are entitled to participate in any dividend or distribution, or for the
purpose of any other action, the Trustees may from time to time close the
transfer books for such period, not exceeding 30 days (except at or in
connection with the termination of the Trust), as the Trustees may determine; or
without closing the transfer books the Trustees may fix a date and time not more
than 60 days prior to the date of any meeting of Shareholders or other action as
the date and time of record for the determination of Shareholders entitled to
vote at such meeting or any adjournment thereof or to be treated as Shareholders
of record for purposes of such other action, and any Shareholder who was a
Shareholder at the date and time so fixed shall be entitled to vote at such
meeting or any adjournment thereof or to be treated as a Shareholder of record
for purposes of such other action, even though he has since that date and time
disposed of his Shares, and no Shareholder becoming such after that date and
time shall be so entitled to vote at such meeting or any adjournment thereof or
to be treated as a Shareholder of record for purposes of such other action.
Section 5.4 Quorum and Required Vote. A majority of the Shares entitled to
vote shall be a quorum for the transaction of business at a Shareholders'
meeting, but any lesser number shall be sufficient for adjournments. Any
adjourned session or sessions may be held, within a reasonable time after the
date set for the original meeting without the necessity of further notice. A
majority of the Shares voted, at a meeting of which a quorum is present shall
decide any questions and a plurality shall elect a Trustee, except when a
different vote is required or permitted by any provision of the 1940 Act or
other applicable law or by this Declaration of Trust or the By-Laws.
Section 5.5 Action by Written Consent. Subject to the provisions of the
1940 Act and other applicable law, any action taken by Shareholders may be taken
without a meeting if a majority of Shareholders entitled to vote on the matter
(or such larger proportion thereof as shall be required by the 1940 Act or by
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any express provision of this Declaration of Trust or the By-Laws) consent to
the action in writing and such written consents are filed with the records of
the meetings of Shareholders. Such consent shall be treated for all purposes as
a vote taken at a meeting of Shareholders.
Section 5.6 Inspection of Records. The records of the Trust shall be open
to inspection by Shareholders to the same extent as is permitted stockholders of
a Massachusetts business corporation under the Massachusetts Business
Corporation Law.
Section 5.7 Additional Provisions. The By-Laws may include further
provisions for Shareholders' votes and meetings and related matters not
inconsistent with the provisions hereof.
Section 5.8 Shareholder Communications. Whenever ten or more Shareholders
of record who have been such for at least six months preceding the date of
application, and who hold in the aggregate either Shares having a net asset
value of at least $25,000 or at least 1% of the outstanding Shares, whichever is
less, shall apply to the Trustees in writing, stating that they wish to
communicate with other Shareholders with a view to obtaining signatures to a
request for a Shareholder meeting and accompanied by a form of communication and
request which they wish to transmit, the Trustees shall within five business
days after receipt of such application either (1) afford to such applicants
access to a list of the names and addresses of all Shareholders as recorded on
the books of the Trust or Sub-Trust, as applicable; or (2) inform such
applicants as to the approximate number of Shareholders of record, and the
approximate cost of mailing to them the proposed communication and form of
request.
If the Trustees elect to follow the course specified in clause (2) above,
the Trustees, upon the written request of such applicants, accompanied by a
tender of the material to be mailed and of the reasonable expenses of mailing,
shall, with reasonable promptness, mail such material to all Shareholders of
record at their addresses as recorded on the books, unless within five business
days after such tender the Trustees shall mail to such applicants and file with
the Commission, together with a copy of the material to be mailed, a written
statement signed by at least a majority of the Trustees to the effect that in
their opinion either such material contains untrue statements of fact or omits
to state facts necessary to make the statements contained therein not
misleading, or would be in violation of applicable law, and specifying the basis
of such opinion. The Trustees shall thereafter comply with any order entered by
the Commission and the requirements of the 1940 Act and the Securities Exchange
Act of 1934.
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ARTICLE VI
LIMITATION OF LIABILITY; INDEMNIFICATION
Section 6.1 Trustees, Shareholders, etc. Not Personally Liable. All persons
extending credit to, contracting with or having any claim against the Trust
shall look only to the assets of the Sub-Trust with which such person dealt for
payment under such credit, contract or claim; and neither the Shareholders of
any Sub-Trust nor the Trustees, nor any of the Trust's officers, employees or
agents, whether past, present or future, nor any other Sub-Trust shall be
personally liable therefor. Every note, bond, contract, instrument, certificate
or undertaking and every other act or thing whatsoever executed or done by or on
behalf of the Trust, any Sub-Trust or the Trustees or any of them in connection
with the Trust shall be conclusively deemed to have been executed or done only
by or for the Trust (or the Sub-Trust) or the Trustees and not personally.
Nothing in this Declaration of Trust shall protect any Trustee or officer
against any liability to the Trust or the Shareholders to which such Trustee or
officer would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
the office of Trustee or of such officer.
Section 6.2 Trustee's Good Faith Action; Expert Advice; No Bond or Surety.
The exercise by the Trustees of their powers and discretion hereunder shall be
binding upon everyone interested. A Trustee shall be liable for his own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee, and for nothing else, and
shall not be liable for errors of judgment or mistakes of fact or law. Subject
to the foregoing, (a) the Trustees shall not be responsible or liable in any
event for any neglect or wrongdoing of any officer, agent, employee, consultant,
adviser, administrator, distributor or principal underwriter, custodian or
transfer, dividend disbursing, Shareholder servicing or accounting agent of the
Trust, nor shall any Trustee be responsible for the act or omission of any other
Trustee; (b) the Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Declaration of Trust and their
duties as Trustees, and shall be under no liability for any act or omission in
accordance with such advice or for failing to follow such advice; and (c) in
discharging their duties, the Trustees, when acting in good faith, shall be
entitled to rely upon the books of account of the Trust and upon written reports
made to the Trustees by any officer appointed by them, any independent public
accountant, and (with respect to the subject matter of the contract involved)
any officer, partner or responsible employee of a Contracting Party appointed by
22
<PAGE>
the Trustees pursuant to Section 3.3. The Trustees as such shall not be required
to give any bond or surety or any other security for the performance of their
duties.
Section 6.3 Indemnification of Shareholders. In case any Shareholder (or
former Shareholder) of any Sub-Trust of the Trust shall be charged or held to be
personally liable for any obligation or liability of the Trust solely by reason
of being or having been a Shareholder and not because of such Shareholder's acts
or omissions or for some other reason, said Sub-Trust (upon proper and timely
request by the Shareholder) shall assume the defense against such charge and
satisfy any judgment thereon, and the Shareholder or former Shareholder (or his
heirs, executors, administrators or other legal representatives or in the case
of a corporation or other entity, its corporate or other general successor)
shall be entitled out of the assets of said Sub-Trust estate to be held harmless
from and indemnified against all loss and expense arising from such liability.
Section 6.4 Indemnification of Trustees, Officers, etc. The Trust shall
indemnify (from the assets of the Sub-Trust or Sub-Trusts in question) each of
its Trustees and officers (including persons who serve at the Trust's request as
directors, officers or trustees of another organization in which the Trust has
any interest as a shareholder, creditor or otherwise (hereinafter referred to as
a "Covered Person")) against all liabilities, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and expenses, including reasonable accountants' and counsel fees,
incurred by any Covered Person in connection with the defense or disposition of
any action, suit or other proceeding, whether civil or criminal, before any
court or administrative or legislative body, in which such Covered Person may be
or may have been involved as a party or otherwise or with which such person may
be or may have been threatened, while in office or thereafter, by reason of
being or having been such a Trustee or officer, director or trustee, except with
respect to any matter as to which it has been determined that such Covered
Person had acted with willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such Covered
Person's office (such conduct referred to hereafter as "Disabling Conduct"). A
determination that the Covered Person is entitled to indemnification may be made
by (i) a final decision on the merits by a court or other body before whom the
proceeding was brought that the person to be indemnified was not liable by
reason of Disabling Conduct, (ii) dismissal of a court action or an
administrative proceeding against a Covered Person for insufficiency of evidence
of Disabling Conduct, or (iii) a reasonable determination, based upon a review
23
<PAGE>
of the facts, that the indemnitee was not liable by reason of Disabling Conduct
by (a) a vote of a majority of a quorum of Trustees who are neither "interested
persons" of the Trust as defined in section 2(a)(l9) of the 1940 Act nor parties
to the proceeding, or (b) an independent legal counsel in a written opinion.
Expenses, including accountants' and counsel fees so incurred by any such
Covered Person (but excluding amounts paid in satisfaction of judgments, in
compromise or as fines or penalties), may be paid from time to time by the
Sub-Trust in question in advance of the final disposition of any such action,
suit or proceeding, provided that the Covered Person shall have undertaken to
repay the amounts so paid to the Sub-Trust in question if it is ultimately
determined that indemnification of such expenses is not authorized under this
Article VI and (i) the Covered Person shall have provided security for such
undertaking, (ii) the Trust shall be insured against losses arising by reason of
any lawful advances, or (iii) a majority of a quorum of the disinterested
Trustees who are not a party to the proceeding, or an independent legal counsel
in a written opinion, shall have determined, based on a review of readily
available facts (as opposed to a full trial-type inquiry), that there is reason
to believe that the Covered Person ultimately will be found entitled to
indemnification.
Section 6.5 Compromise Payment. As to any matter disposed of by a
compromise payment by any such Covered Person referred to in Section 6.4,
pursuant to a consent decree or otherwise, no such indemnification either for
said payment or for any other expenses shall be provided unless such
indemnification shall be approved (a) by a majority of the disinterested
Trustees who are not parties to the proceeding or (b) by an independent legal
counsel in a written opinion. Approval by the Trustees pursuant to clause (a) or
by independent legal counsel pursuant to clause (b) shall not prevent the
recovery from any Covered Person of any amount paid to such Covered Person in
accordance with any of such clauses as indemnification if such Covered Person is
subsequently adjudicated by a court of competent jurisdiction to have been
liable to the Trust or its Shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office.
Section 6.6 Indemnification Not Exclusive, etc. The right of
indemnification provided by this Article VI shall not be exclusive of or affect
any other rights to which any such Covered Person may be entitled. As used in
this Article VI, "Covered Person" shall include such person's heirs, executors
and administrators, an "interested Covered Person" is one against whom the
24
<PAGE>
action, suit or other proceeding in question or another action, suit or other
proceeding on the same or similar grounds is then or has been pending or
threatened, and a "disinterested" person is a person against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending or threatened.
Nothing contained in this Article shall affect any rights to indemnification to
which personnel of the Trust, other than Trustees and officers, and other
persons may be entitled by contract or otherwise under law, nor the power of the
Trust to purchase and maintain liability insurance on behalf of any such person.
Section 6.7 Liability of Third Persons Dealing with Trustees. No person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon
its order.
ARTICLE VII
MISCELLANEOUS
Section 7.1 Duration and Termination of Trust. Unless terminated as
provided herein, the Trust shall continue without limitation of time and,
without limiting the generality of the foregoing, no change, alteration or
modification with respect to any Sub-Trust shall operate to terminate the Trust.
The Trust or any Sub-Trust or class may be terminated at any time by a majority
of the Trustees then in office subject to a favorable vote of a majority of the
outstanding voting securities, as defined in the 1940 Act, Shares of each
Sub-Trust or class voting separately by Sub-Trust or class.
Section 7.2 Reorganization. The Trustees may sell, convey, merge and
transfer the assets of the Trust, or the assets belonging to any one or more
Sub-Trusts, to another trust, partnership, association or corporation organized
under the laws of any state of the United States, or to the Trust to be held as
assets belonging to another Sub-Trust of the Trust, in exchange for cash, shares
or other securities (including, in the case of a transfer to another Sub-Trust
of the Trust, Shares of such other Sub-Trust) with such transfer either (1)
being made subject to, or with the assumption by the transferee of, the
liabilities belonging to each Sub-Trust the assets of which are so transferred,
or (2) not being made subject to, or not with the assumption of, such
liabilities; provided, however, that no assets belonging to any particular
Sub-Trust shall be so transferred unless the terms of such transfer shall have
25
<PAGE>
first been approved at a meeting called for the purpose by the affirmative vote
of the holders of a majority of the outstanding voting Shares, as defined in the
1940 Act, of that Sub-Trust. Following such transfer, the Trustees shall
distribute such cash, shares or other securities (giving due effect to the
assets and liabilities belonging to and any other differences among the various
Sub-Trusts the assets belonging to which have so been transferred) among the
Shareholders of the Sub-Trust the assets belonging to which have been so
transferred; and if all of the assets of the Trust have been so transferred, the
Trust shall be terminated.
The Trust, or any one or more Sub-Trusts, may, either as the successor,
survivor, or non-survivor, (1) consolidate with one or more other trusts,
partnerships, associations or corporations organized under the laws of the
Commonwealth of Massachusetts or any other state of the United States, to form a
new consolidated trust, partnership, association or corporation under the laws
of which any one of the constituent entities is organized, or (2) merge into one
or more other trusts, partnerships, associations or corporations organized under
the laws of the Commonwealth of Massachusetts or any other state of the United
States, or have one or more such trusts, partnerships, associations or
corporations merged into it, any such consolidation or merger to be upon such
terms and conditions as are specified in an agreement and plan of reorganization
entered into by the Trust, or one or more Sub-Trusts as the case may be, in
connection therewith. The terms "merge" or "merger" as used herein shall also
include the purchase or acquisition of any assets of any other trust,
partnership, association or corporation which is an investment company organized
under the laws of the Commonwealth of Massachusetts or any other state of the
United States. Any such consolidation or merger shall require the affirmative
vote of the holders of a majority of the outstanding voting Shares, as defined
in the 1940 Act, of each Sub-Trust affected thereby.
Section 7.3 Amendments. All rights granted to the Shareholders under this
Declaration of Trust are granted subject to the reservation of the right to
amend this Declaration of Trust as herein provided, except that no amendment
shall repeal the limitations on personal liability of any Shareholder or Trustee
or repeal the prohibition of assessment upon the Shareholders without the
express consent of each Shareholder or Trustee involved. Subject to the
foregoing, the provisions of this Declaration of Trust (whether or not related
to the rights of Shareholders) may be amended at any time, so long as such
amendment does not adversely affect the rights of any Shareholder with respect
to which such amendment is or purports to be applicable and so long as such
amendment is not in contravention of applicable law, including the 1940 Act, by
26
<PAGE>
an instrument in writing signed by a majority of the then Trustees (or by an
officer of the Trust pursuant to the vote of a majority of such Trustees). Any
amendment to this Declaration of Trust that adversely affects the rights of
Shareholders may be adopted at any time by an instrument in writing signed by a
majority of the then Trustees (or by an officer of the Trust pursuant to a vote
of a majority of such Trustees) when authorized to do so by the vote in
accordance with subsection (e) of Section 4.2 of Shareholders holding a majority
of the Shares entitled to vote. Subject to the foregoing, any such amendment
shall be effective as provided in the instrument containing the terms of such
amendment or, if there is no provision therein with respect to effectiveness,
upon the execution of such instrument and of a certificate (which may be a part
of such instrument) executed by a Trustee or officer of the Trust to the effect
that such amendment has been duly adopted.
Section 7.4 Filing of Copies; References; Headings. The original or a copy
of this instrument and of each amendment hereto shall be kept at the office of
the Trust where it may be inspected by any Shareholder. A copy of this
instrument and of each amendment hereto shall be filed by the Trust with the
Secretary of The Commonwealth of Massachusetts and with the Boston City Clerk,
as well as any other governmental office where such filing may from time to time
be required, but the failure to make any such filing shall not impair the
effectiveness of this instrument or any such amendment. Anyone dealing with the
Trust may rely on a certificate by an officer of the Trust as to whether or not
any such amendments have been made, as to the identities of the Trustees and
officers, and as to any matters in connection with the Trust hereunder; and,
with the same effect as if it were the original, may rely on a copy certified by
an officer of the Trust to be a copy of this instrument or of any such
amendments. In this instrument and in any such amendment, references to this
instrument, and all expressions like "herein", "hereof" and "hereunder" shall be
deemed to refer to this instrument as a whole as the same may be amended or
affected by any such amendments. The masculine gender shall include the feminine
and neuter genders. Headings are placed herein for convenience of reference only
and shall not be taken as a part hereof or control or affect the meaning,
construction or effect of this instrument. This instrument may be executed in
any number of counterparts each of which shall be deemed an original.
Section 7.5 Applicable Law; Effect of Amendment. This Declaration of Trust
is made in The Commonwealth of Massachusetts, and it is created under and is to
be governed by and construed and administered according to the laws of said
Commonwealth, including the Massachusetts Business Corporation Law as the same
27
<PAGE>
may be amended from time to time, to which reference is made with the intention
that matters not specifically covered herein or as to which an ambiguity may
exist shall be resolved as if the Trust were a business corporation organized in
Massachusetts, but the reference to said Business Corporation Law is not
intended to give the Trust, the Trustees, the Shareholders or any other person
any right, power, authority or responsibility available only to or in connection
with an entity organized in corporate form. The Trust shall be of the type
referred to in Section 1 of Chapter 182 of the Massachusetts General Laws and of
the type commonly called a Massachusetts business trust, and without limiting
the provisions hereof, the Trust may exercise all powers which are ordinarily
exercised by such a trust. This Amended and Restated Master Trust Agreement
supersedes all prior Declarations of Trust of the Trust, including, without
limitation, the Declaration of Trust dated April 30, 1985.
IN WITNESS WHEREOF, the undersigned officer of the Trust hereby adopts the
foregoing on behalf of the Trust pursuant to authorization by the Trustees of
the Trust.
/s/ Constantine Hutchins, Jr.
-----------------------------
Constantine Hutchins, Jr.
Secretary
Date: June 1, 1993
Principal office of the Trust:
One Financial Center
Boston, Massachusetts 02111
28
<PAGE>
METLIFE - STATE STREET MONEY MARKET TRUST
Amendment No. 1
to
Second Amended and Restated Master Trust Agreement
INSTRUMENT OF AMENDMENT
Pursuant to Article VII, Section 7.3 of the Second Amended and Restated
Master Trust Agreement ("Master Trust Agreement") of the MetLife - State Street
Money Market Trust ("Trust") dated June 1, 1993, the third sentence of the
second paragraph of Section 4.1 of Article IV of the Master Trust Agreement is
hereby amended to read as follows:
"The Trustees may classify or reclassify any Shares of any
Sub-Trust or class into one or more Sub-Trusts or classes
that may be established and designated from time to time
provided, however, that no such classification or
reclassification shall adversely affect the rights of any
Shareholder."
This Amendment shall be effective as of November 26, 1993.
IN WITNESS WHEREOF, the undersigned officer of the Trust hereby adopts the
foregoing on behalf of the Trust pursuant to authorization by the Trustees of
the Trust.
/s/ Constantine Hutchins, Jr.
-----------------------------
Constantine Hutchins, Jr.
Secretary
<PAGE>
METLIFE - STATE STREET MONEY MARKET TRUST
Amendment No. 2
to
Second Amended and Restated Master Trust Agreement
INSTRUMENT OF AMENDMENT
Pursuant to Article VII, Section 7.3 of the Second Amended and Restated
Master Trust Agreement ("Master Trust Agreement") of the MetLife - State Street
Money Market Trust ("Trust") dated June 1, 1993, the first paragraph of Section
4.2 of Article IV of the Master Trust Agreement is hereby amended to change the
name of the Sub-Trust established and currently designated under the Trust as
"MetLife - State Street Money Market Fund" to "MetLife - State Street Research
Money Market Fund."
This Amendment shall be effective as of August 1, 1994.
IN WITNESS WHEREOF, the undersigned officer of the Trust hereby adopts the
foregoing on behalf of the Trust pursuant to authorization by the Trustees of
the Trust.
/s/ Constantine Hutchins, Jr.
-----------------------------
Constantine Hutchins, Jr.
Secretary
Exhibit (1)(b)
METLIFE - STATE STREET MONEY MARKET TRUST
Amendment No. 3 to Second Amended and
Restated Master Trust Agreement
INSTRUMENT OF AMENDMENT
Pursuant to Article I, Section 1.1, Article IV, Sections 4.1 and 4.2
and Article VII, Section 7.3 of the Second Amended and Restated Master Trust
Agreement of the MetLife - State Street Money Market Trust (the "Trust") dated
June 1, 1993 ("Master Trust Agreement"), as heretofore amended, the Master Trust
Agreement is hereby amended to change the name of the Trust to State Street
Research Money Market Trust and to change the name of the series of shares under
such Trust, currently a Sub-Trust designated as MetLife - State Street Research
Money Market Fund, to State Street Research Money Market Fund.
This Amendment shall be effective as of August 1, 1995.
IN WITNESS WHEREOF, the undersigned officer of the Trust hereby adopts
the foregoing on behalf of the Trust pursuant to authorization by the Trustees
of the Trust.
------------------------------
Francis J. McNamara, III
Secretary
Exhibit (6)(b)
SELECTED DEALER AGREEMENT
Boston, Massachusetts
Effective Date: __________
Dealer Name:
---------------------------------------
Address:
---------------------------------------
---------------------------------------
Attn:
---------------------------------------
Ladies and Gentlemen:
We have been appointed to serve as an agent and principal underwriter as
defined in the Investment Company Act of 1940 (the "1940 Act") for the purpose
of selling and distributing shares (the "Shares") of each of the portfolio
series as specified from time to time, of certain investment companies,
including, but not limited to, the MetLife - State Street trusts, the State
Street trusts and MetLife Portfolios, Inc. Hereinafter the specified portfolio
series shall be denoted individually as a "Fund" and collectively as the
"Funds", and the investment companies shall be denoted individually as an
"Investment Company" and collectively as the "Investment Companies" for purposes
of this Agreement.
We are hereby inviting you, as a selected dealer and subject to the terms
and conditions set forth below, to make available to your customers Shares of
the Funds. By your acceptance hereof, you agree that you shall exercise your
best efforts to find purchasers for the Shares, shall purchase Shares only from
us or from your customers, and shall act only as agent for your customers or
dealer for your own account, with no authority to act as agent for the Funds,
for us or for any other dealer in any respect.
1. Acceptance of Orders. Orders received from you will be accepted only at
the public offering price (as defined below in Section 2) applicable to each
order. You agree to place orders for Shares immediately upon the receipt of, and
in the same amount as, orders from your customers. We will not accept a
conditional order from you on any basis. All orders are subject to our receipt
of Shares from the Investment Company and to acceptance and confirmation of such
<PAGE>
orders by us and by the Investment Company. The procedures relating to the
handling of orders shall be subject to instructions which we shall provide from
time to time to you. We and the Investment Companies reserve the right in our
sole discretion to reject any order.
2. Public Offering Price and Sales Charge. The public offering price shall
be the net asset value per Share plus any sales charge payable upon the purchase
of Shares of such Fund or class thereof as described in the then current
prospectus applicable to such Shares, as amended and in effect from time to time
(the "Prospectus"). The public offering price may reflect scheduled variations
in, or the elimination of, the sales charge on sales of the Shares either
generally to the public or in connection with special purchase plans, as
described in the Prospectus and related Statement of Additional Information. You
agree that you will apply any scheduled variation in, or elimination of, the
sales charge uniformly to all offerees in the class specified in the Prospectus.
The sales charge applicable to any sale of Shares by you and the dealer
concession or commission applicable to any order from you for the purchase of
Shares accepted by us shall be as set forth in the applicable Prospectus and
related Statement of Additional Information. You agree that you will not combine
customer orders to reach breakpoints in commissions for any purpose unless
authorized by the Prospectus or by us in writing. All commissions and
concessions are subject to change without notice by us.
3. 12b-1 Plans.
(a) As consideration for your providing distribution and marketing
services in the promotion of the sale of Shares of certain Funds or classes
thereof which have adopted Distribution Plans pursuant to Rule 12b-1 under the
1940 Act, and for providing personal services to and/or the maintenance of the
accounts of, your customers who invest in and own such Shares, we shall pay you
such fee, if any, as is described in the applicable Prospectus and otherwise
established by us from time to time on Shares which are owned of record by your
firm as nominee for your customers or which are owned by those customers of your
firm whose records, as maintained by such Fund or its agent, designate your firm
as the customer's dealer of record. Any fee payable hereunder shall be computed
and accrued daily and for each month shall be based on average daily net asset
value of the relevant Shares which remain outstanding during such month. No such
fee will be paid to you with respect to Shares redeemed or repurchased by such
Fund within seven business days after the date of our confirmation of such
purchase. No such fee will be paid to you with respect to any of your customers
2
<PAGE>
if the amount of such fee based upon the value of such customer's Shares will be
less than $1.00.
(b) The provisions of this Paragraph 3 may be terminated with respect to
any Fund or class thereof in accordance with the provisions of Rule 12b-1 under
the 1940 Act or the rules of the National Association of Securities Dealers,
Inc. (the "NASD") and thereafter no such fee will be paid to you.
(c) Consistent with NASD policies as amended or interpreted from time to
time (i) you waive payment of amounts due from us which are funded by fees we
receive under such Distribution Plans until we are in receipt of the fees on the
relevant shares of a Fund, and (ii) our liability for amounts payable to you is
limited solely to the proceeds of the fees receivable to us on the relevant
shares.
4. Payment for Shares. Payment for Shares sold through you shall be made on
or before the settlement date specified in the applicable confirmation, at the
office of our clearing agent, and by your check payable to the order of such
Fund or, if applicable, by Federal Funds wire for credit to such Fund, in any
case in accordance with the procedures and conditions described in the
applicable Prospectus. Each Fund reserves the right to delay issuance or
transfer of Shares until such check has cleared. If such payment is not received
by us, we reserve the right, without notice, forthwith to cancel the sale.
Unless other instructions are received by us on or before the settlement date,
orders accepted by us may be placed in an Open Account in your name. If such
payment or instruments are not timely received by us, we may hold you
responsible for any expense or loss, including loss of profit, suffered by us or
by such Fund resulting from your failure to make payment as aforesaid.
5. Redemption and Repurchase of Shares. If any of the Shares sold through
you hereunder are redeemed by such Fund or repurchased by us as agent for such
Fund within seven business days after confirmation of the original purchase, it
is agreed that you shall forfeit your right to the entire dealer concession and
related commission, if any, received by you on such Shares. We will notify you
of any such repurchase or redemption within ten business days from the date
thereof and you shall forthwith refund to us the entire concession and
commission, if any, received by you on such sale. We agree, in the event of any
such repurchase or redemption, to refund to such Fund our share of the sales
charge retained by us, if any, and upon receipt from you of the refund of the
concession allowed to you, to pay such refund forthwith to such Fund.
3
<PAGE>
If you purchase Shares from any customer in connection with repurchase
arrangements offered by an Investment Company, you agree to pay such customer
not less than the applicable repurchase price as established by the Prospectus.
If you act as agent for your customer in selling Shares to us or a Fund, you
agree not to charge your customer more than a fair commission for handling the
transaction. Any order placed by you for the repurchase of Shares of a Fund is
subject to the timely receipt by the Fund's transfer agent of all required
documents in good order. If such documents are not received within a reasonable
time after the order is placed, the order is subject to cancellation, in which
case you agree to be responsible for any loss resulting to the Fund or to us
from such cancellation.
6. Manner of Offering.
(a) No person is authorized to make any representations concerning
Shares except those contained in the applicable Prospectus, in the related
Statement of Additional Information and in any then current sales literature or
other material issued by us supplemental to such Prospectus, which sales
literature or other material is used in conformity with applicable rules or
conditions. All offerings of Shares by you shall be subject to the conditions
set forth in the applicable Prospectus (including the condition relating to
minimum purchases) and to the terms and conditions herein set forth. We will
furnish additional copies of the Prospectuses and such sales literature and
other material issued by us in reasonable quantities upon request. You will
provide all customers with the applicable Prospectus prior to or at the time
such customer purchases Shares and will forward promptly to us any customer
request for a copy of the applicable Statement of Additional Information. Sales
and exchanges of Shares may only be made in those states and jurisdictions where
the Shares are registered or qualified for sale to the public. We agree to
advise you currently of the identity of those states and jurisdictions in which
the Shares are registered or qualified for sale, and you agree to indemnify us
and/or the Funds for any claim, liability, expense or loss in any way arising
out of a sale of Shares in any state or jurisdiction in which such Shares are
not so registered or qualified.
(b) You agree to conform to any compliance or offering standards that we
may establish from time to time, including without limitation standards as to
when classes of Shares may appropriately be sold to particular investors.
4
<PAGE>
7. NASD Matters. This Agreement is conditioned upon your representation and
warranty that you are a member of the NASD or, in the alternative, that you are
a foreign dealer not eligible for membership in the NASD. You and we agree to
abide by the Rules and Regulations of the NASD, including Rule 26 of its Rules
of Fair Practice, and all applicable federal, state, and foreign laws, rules and
regulations.
8. Rejection of Orders. We shall have the right to accept or reject orders
for the purchase of Shares of any Fund. It is understood that for the purposes
hereof no Share shall be considered to have been sold by you and no compensation
will be payable to you with respect to any subscription for Shares which is
rejected by us or an Investment Company. Any consideration which you may receive
in connection with a rejected purchase order will be returned promptly.
Confirmations of all accepted purchase orders will be transmitted by the
Transfer Agent for the applicable Fund or class thereof to the investor or to
you, if authorized.
9. Status of Soliciting Dealer. Nothing herein shall make you a partner
with us or render our relationship an association. You are responsible for your
own conduct, for the employment, control and conduct of your employees and
agents and for injury to such employees or agents or to others through such
employees or agents. You assume full responsibility for your employees and
agents under applicable laws and agree to pay all employer taxes relating
thereto.
10. No Liability. As distributor of the Shares, we shall have full
authority to take such action as we may deem advisable in respect of all matters
pertaining to the distribution of such Shares. We shall not be under any
liability to you, except for lack of good faith and for obligations expressly
assumed by us in this Agreement; provided, however, that nothing in this
sentence shall be deemed to relieve any of us from any liability imposed by the
Securities Act of 1933, as amended.
11. Term of Contract; Amendment; Termination. This Agreement shall become
effective on the date hereof. We and each Fund reserve the right, in our
discretion upon notice to you, to amend, modify or terminate this Agreement at
any time, to change any sales charges, commissions, concessions and other fees
described in the applicable Prospectus or to suspend sales or withdraw the
offering of Shares of any Fund or class of Shares thereof entirely. You agree
that any order to purchase Shares placed by you after notice of any amendment to
this Agreement has been sent to you shall constitute your agreement to such
amendment.
5
<PAGE>
12. Miscellaneous. This Agreement supersedes any and all prior agreements
between us. All communications to us should be sent to the above address. Any
notice to you shall be duly given if mailed or telefacsimiled to you at the
address specified by you above. This Agreement shall be effective when accepted
by you below and shall be construed under the laws of the Commonwealth of
Massachusetts.
The following provision, as marked, applies to this agreement.
|_| This document constitutes an amendment to and restatement of the Selected
Dealer Agreement currently in effect between you and us.
|_| Please confirm your agreement hereto by signing and returning the enclosed
counterpart of this Agreement at once to: State Street Research Investment
Services, Inc., One Financial Center, Boston, Massachusetts 02111,
Attention: President. Upon receipt thereof, this Agreement and such signed
duplicate copy will evidence the agreement between us as of the date
indicated.
State Street Research
Investment Services, Inc.
(Distributor)
By:
-----------------------
ACCEPTED:
[ ]
(Selected Dealer)
By:
----------------------------
6
Exhibit (6)(c)
BANK AND BANK AFFILIATED BROKER-DEALER AGREEMENT
(FULLY DISCLOSED BASIS)
Dated as of:
-------------------------
To:
-------------------------------------------------------
(Exact legal name of bank or bank affiliate)
-------------------------------------------------------
(address)
-------------------------------------------------------
-------------------------------------------------------
(Attn)
We have been appointed to serve as an agent and a principal underwriter as
defined in the Investment Company Act of 1940 (the "1940 Act") for the purpose
of selling and distributing shares (the "Shares") of each of the portfolio
series, as specified from time to time, of certain investment companies,
including, but not limited to, the MetLife - State Street trusts, the State
Street trusts and MetLife Portfolios, Inc. Hereinafter the specified portfolio
series shall be denoted individually as "Fund" and collectively as "Funds," and
the investment companies shall be denoted individually as "Investment Company"
and collectively as "Investment Companies" solely for purposes of this
agreement. We are hereby inviting you, subject to the terms and conditions set
forth below, to make available to your customers Shares of the Funds.
1. Acceptance of Orders.
(a) The customers in question are for all purposes your customers and
not our customers. We shall execute transactions for each of your customers only
upon your authorization, it being understood in all cases that (i) you are
acting as the agent for the customer; (ii) the transactions are subject to the
federal and state securities laws without recourse against you by the customer;
(iii) as between you and the customer, the customer will have beneficial
ownership of the securities; (iv) each transaction is initiated solely upon the
order of the customer; (v) each transaction is for the account of the customer
and not for your account; and (vi) you shall not have any authority in any
transactions to act as our agent or agent of the Funds.
<PAGE>
(b) Orders received from you will be accepted by us and the Investment
Companies only at the public offering price applicable to each order. The public
offering price shall be the net asset value per Share plus any sales charge
payable upon the purchase of Shares of such Fund or class thereof as specified
in the then current prospectus applicable to such Shares, as amended and in
effect from time to time (the "Prospectus"). The public offering price may
reflect scheduled variations in, or the elimination of the sales charge on sales
of the Shares either generally to the public or in connection with special
purchase plans, as described in the Prospectus and related Statement of
Additional Information. You agree that you will apply any scheduled variation
in, or elimination of, the sales charge uniformly to all offerees in the class
specified in the Prospectus. Upon acceptance of an order we shall confirm the
order directly to the customer on a fully disclosed basis in writing and a copy
of each confirmation shall be sent simultaneously to you. The procedures
relating to the handling of orders shall be subject to instructions which we
shall provide from time to time to you. We and the Investment Companies reserve
the right to reject any purchase request in our sole discretion.
2. Agency Commission. Any compensation received by you with respect to the
sale of shares of a Fund shall be deemed to be charged by you to your customer
as an agency commission. The schedule of sales charges, commissions and dealer
concessions described in the applicable Prospectus and related Statement of
Additional Information shall apply and the amount of the agency commission shall
equal the applicable amount payable as compensation to a dealer in connection
with the sale of shares of a Fund. You agree that you will not combine customer
orders to reach breakpoints in commissions for any purpose unless authorized by
the Prospectus or in writing. You agree that you will apply any scheduled
variation, or elimination of, the sales charge uniformly to all offerees in the
class specified in the Prospectus. All compensation amounts are subject to
change without notice by us.
3. Rule 12b-1 Plans.
(a) As consideration for your providing services in our promotion of the
sale of Shares of certain Funds or classes thereof which have a sales charge and
which have adopted Distribution Plans pursuant to Rule 12b-1 under the 1940 Act,
and for providing personal services to, and/or the maintenance of the accounts
of, your customers who invest in and own such Shares of such Funds or classes
thereof, we shall pay you such fee as is described in the applicable Prospectus
and otherwise established by us from time to time, on Shares which are owned of
record by your firm as nominee for your customers or which are owned by those
customers of your firm whose records, as maintained by such Fund or its agent,
2
<PAGE>
designate your firm as the customer's dealer of record. The fees payable
hereunder shall be computed and accrued daily and for each month shall be based
on the average daily net asset value of the relevant Shares which remain
outstanding during such month. No such fee will be paid to you with respect to
Shares redeemed or repurchased by such Fund within seven business days after the
date of our confirmation of such purchase. No such fee will be paid to you with
respect to any of your customers if the amount of such fee based upon the value
of such customer's Shares will be less than $1.00.
(b) The provisions of this Paragraph 3 may be terminated with respect to
any Fund or class thereof in accordance with the provisions of Rule 12b-1 under
the 1940 Act or the rules of the National Association of Securities Dealers,
Inc. (the "NASD") and thereafter no such fee will be paid to you.
(c) Consistent with NASD policies as amended or interpreted from time to
time (i) you waive payment of amounts due from us which are funded by fees we
receive under such Distribution Plans until we are in receipt of the fees on the
relevant shares of a Fund, and (ii) our liability for amounts payable to you is
limited solely to the proceeds of the fees receivable to us on the relevant
shares.
4. Redemption and Repurchase of Shares. If any Shares with a sales charge
are sold through you hereunder and are redeemed by such Fund or repurchased by
us as agent for such Fund within seven business days after confirmation of the
original purchase, it is agreed that you shall forfeit your right to the entire
agency commission and any other related commission received by you on such
Shares. We will notify you of any such repurchase or redemption within ten
business days from the date thereof and you shall forthwith refund to us the
entire agency commission and other commission, if any, received by you on such
sale. We agree, in the event of any such repurchase or redemption, to refund to
such Fund our share of the sales charge retained by us, if any, and upon receipt
from you of the refund of the agency commission allowed to you, to pay such
refund forthwith to such Fund.
If you purchase Shares from any customer in connection with repurchase
arrangements offered by an Investment Company, you agree to pay such customer
not less than the applicable repurchase price as established by the Prospectus.
If you act as agent for your customer in selling Shares to a Fund, you agree not
to charge your customer more than a fair commission for handling the
transaction. Any order placed by you for the repurchase of Shares of a Fund is
subject to the timely receipt by the Fund's transfer agent of all required
documents in good order. If such documents are not received within a reasonable
time after the order is placed, the order is subject to cancellation, in which
case you agree to be responsible for any loss resulting to the Fund or to us
from such cancellation.
5. Payment for Shares.
(a) Payment for Shares sold through you shall be made on or before the
settlement date specified in the applicable confirmation, at the office of our
clearing agent, and by check payable to the order of such Fund or, if
3
<PAGE>
applicable, by Federal Funds wire for credit to such Fund in accordance with the
procedures and conditions described in the Prospectus. Each Fund reserves the
right to delay issuance or transfer of Shares until such check has cleared. If
such payment is not received by us, we reserve the right, without notice,
forthwith to cancel the sale. Unless other instructions are received by us on or
before the settlement date, orders accepted by us may be placed in an Open
Account in your name. If such payment or instructions are not timely received by
us, we may hold you responsible for any expense or loss, including loss of
profit, suffered by us or by such Fund resulting from your failure to make
payment as aforesaid.
(b) You will also act as agent in all purchases by a shareholder for
whom, on the records of the Fund or its Shareholders' Servicing and Transfer
Agent as defined in the Prospectus, you are the designated dealer of record of
Shares where payments are sent directly by such shareholders to the Agent, and
you authorize and appoint the Agent to execute and confirm such purchases to
such shareholder on your behalf.
6. Manner of Offering.
(a) No person is authorized to make any representations concerning
Shares except those contained in the then current applicable Prospectuses and in
sales literature and other materials issued by us supplemental to such
Prospectuses. Shares of Funds shall only be offered by means of the then current
applicable Prospectus and you shall be obligated to deliver such Prospectus to
your customers in accordance with all applicable federal and state securities
laws. All offerings of Shares by you shall be subject to the conditions set
forth in the applicable Prospectus (including the condition relating to minimum
purchases) and to the terms and conditions herein set forth. We will furnish
additional copies of the Prospectuses and such sales literature and other
material issued by us in reasonable quantities upon request. You will provide
all customers with the applicable Prospectus prior to or at the time such
customer purchases Shares and will forward promptly to us any customer request
for a copy of the applicable Statement of Additional Information. Sales and
exchanges of Shares may only be made in those states and jurisdictions where the
Shares are registered or qualified for sale to the public. We agree to advise
you currently of the identity of those states and jurisdictions in which the
Shares are registered or qualified for sale, and you agree to indemnify us
and/or the Funds for any claim, liability, expense or loss in any way arising
out of a sale of Shares in any state or jurisdiction in which such Shares are
not so registered or qualified.
4
<PAGE>
(b) You agree to conform to any compliance or offering standards that we
may establish from time to time, including without limitation standards as to
when classes of Shares may appropriately be sold to particular investors.
(c) We recognize that you may be subject to the provisions of the
Glass-Steagall Act and other laws governing, among other things, the conduct of
activities by federal or state chartered or supervised banks and affiliated
organizations. BECAUSE ONLY YOU WILL HAVE A DIRECT RELATIONSHIP WITH YOUR
CUSTOMER, YOU COVENANT AND AGREE TO COMPLY WITH ALL LAWS AND REGULATIONS
INCLUDING THOSE OF THE REGULATORY AUTHORITIES DIRECTLY APPLICABLE TO YOU AND ANY
OTHER FEDERAL OR STATE REGULATORY BODY HAVING JURISDICTION OVER YOU OR YOUR
CUSTOMERS TO THE EXTENT APPLICABLE TO SECURITIES PURCHASES HEREUNDER FOR THE
ACCOUNT OF YOUR CUSTOMER.
(d) We and the Investment Companies shall have the right to accept or
reject orders for the purchase of Shares of any Fund or class thereof. It is
understood that for the purposes hereof no Share shall be considered to have
been sold by you and no compensation will be payable to you with respect to any
order for Shares which is rejected by us or an Investment Company. Any
consideration which you may receive in connection with a rejected purchase order
is to be returned promptly by you. Confirmations of all accepted purchase orders
will be transmitted by the applicable Investment Company or us to investors, or,
if so directed, to any duly appointed transfer or shareholder servicing agent of
the Fund or class of Shares thereof.
7. Your Status.
Nothing herein shall make you a partner with us or render our relationship
an association. You are responsible for your own conduct, for the employment,
control and conduct of your employees and agents and for injury to such
employees or agents or to others through such employees or agents. You assume
full responsibility for your employees and agents under applicable laws and
agree to pay all employer taxes relating thereto.
8. No Liability.
As distributor of the Shares, we shall have full authority to take such
action as we may deem advisable in respect of all matters pertaining to the
distribution of such Shares. We shall not be under any liability to you, except
for lack of good faith and for obligations expressly assumed by us in this
Agreement; provided, however, that nothing in this sentence shall be deemed to
relieve any of us from any liability imposed by the Securities Act of 1933, as
amended.
5
<PAGE>
9. Term of Contract; Amendments; Termination.
This Agreement shall become effective on the date hereof. We and each Fund
reserve the right, in our discretion upon notice to you, to amend, modify or
terminate this Agreement at any time, to change the sales charges, commissions,
concessions and other fees described in the applicable Prospectus or to suspend
sales or withdraw the offering of Shares of a Fund or class of Shares thereof
entirely. You agree that any order to purchase Shares placed by you after notice
of any amendment to this Agreement has been sent to you shall constitute your
agreement to such amendment.
10. Miscellaneous.
This Agreement supersedes any and all prior agreements between us.
References to a Selected Dealer Agreement, dealer agreement or sales agreement
contained in a Prospectus, new account Application, Statement of Additional
Information or related documents with respect to Shares shall be deemed to
include this Agreement and references to dealer(s) or securities dealer(s) shall
be deemed to include you. All communications to us should be sent to the above
address. Any notice to you shall be duly given if mailed or telefacsimilied to
you at the address specified by you above. This Agreement shall be construed
under the laws of the Commonwealth of Massachusetts.
11. Bank or Bank Affiliate.
Check applicable box:
[ ] (a) You represent and warrant that you are a member of the NASD or in
the alternative, that you are a foreign dealer not eligible for membership in
the NASD. You and we agree to abide by the Rules and Regulations of the NASD
including Rule 26 of its Rules of Fair Practice, and all applicable federal,
state, and foreign laws,
rules and regulations.
[ ] (b) [Note: This box relates to "banks." Before checking this box,
please be aware that certain financial institutions such as savings and loan
associations and credit unions are not deemed to be a "bank" under the Exchange
Act of 1934, as amended (the "Exchange Act") and may need to register as a
broker/dealer with the Securities and Exchange Commission.] You represent and
warrant to us that (i) you are a "bank" as such term is defined in Section
3(a)(6) of the Exchange Act; (ii) you are a duly organized and validly existing
"bank" in good standing under the laws of the jurisdiction in which you are
organized; (iii) all authorization (if any) required for your lawful execution
6
<PAGE>
of this Agreement and your performance hereunder have been obtained; and (iv)
this Agreement will constitute a valid and binding agreement, enforceable
against you in accordance with its terms. You agree to give written notice to us
promptly in the event that you cease to be a "bank" as such term is defined in
Section 3(a)(6) of the Exchange Act. Upon such written notice, this Agreement
shall automatically terminate. You also agree to abide by all of the Rules of
Fair Practice of the NASD applicable to the sale of investment company shares to
your customers.
The following provision, as marked, applies to this Agreement.
[ ] This document constitutes an amendment to and restatement of the
Agreement currently in effect between you and us.
[ ] Please confirm your agreement hereto by signing and returning the
enclosed counterpart of this Agreement at once to: State Street Research
Investment Services, Inc., One Financial Center, Boston, Massachusetts 02111,
Attention: President. Upon receipt thereof, this Agreement and such signed
duplicate copy will evidence the agreement between us.
State Street Research
Investment Services, Inc.
(Distributor)
By:
-----------------------
We have checked box 11(a) or 11(b) above and accept this Agreement:
* *
- ----------------------------------------------
(Exact legal name of bank or bank affiliate)
By:
----------------------------
7
Exhibit 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment to the registration statement
(No. 2-97506) on Form N-1A (the "Registration Statement") of our report dated
May 12, 1995 relating to the financial statements and financial highlights of
MetLife - State Street Research Money Market Fund (a series of MetLife - State
Street Money Market Trust), which appears in such Statement of Additional
Information and to the incorporation by reference of our report into the
Prospectus which constitutes part of this Registration Statement. We also
consent to the reference to us under the heading "Independent Accountants" in
such Statement of Additional Information and to the reference to us under the
heading "Financial Highlights" in such Prospectus.
/s/ Price Waterhouse LLP
- ------------------------------------
Price Waterhouse LLP
Boston, Massachusetts
July 28, 1995
Exhibit 17
Multiple Class Expense Allocation Plan
Adopted Pursuant to Rule 18f-3
WHEREAS, MetLife - State Street Money Market Trust, an unincorporated
association of the type commonly known as a business trust organized under the
laws of the Commonwealth of Massachusetts (the "Trust"), engages in business as
an open-end management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act");
WHEREAS, the Trust is authorized to (i) issue shares of beneficial interest
("Shares") in separate series, with the Shares of each such series representing
the interests in a separate portfolio of securities and other assets, and (ii)
divide the Shares within each such series into two or more classes;
WHEREAS, the Trust has established one or more portfolio series as of the
date hereof (such portfolios being referred to collectively herein as the
"Initial Series", such series, together with all other series subsequently
established by the Trust and made subject to this Plan, being referred to herein
individually as a "Series" and collectively as the "Series"), and four classes
thereof designated as "Class A," "Class B," "Class C," and "Class D" shares,
except for the MetLife - State Street Research Money Market Fund, which issues
four classes thereof designated as "Class B," "Class C," "Class D," and "Class
E" shares);
WHEREAS, prior to the adoption of Rule 18f-3 by the Securities and Exchange
Commission the Trust received an Order from the Securities and Exchange
Commission under Section 6(c) of the Act for an exemption from Sections
2(a)(32), 2(a)(35), 18(f), 18(g), 18(i), 22(c) and 22(d) of the Act and Rule
22c-1 thereunder to permit the Trust to issue multiple classes of shares
representing interests in the same portfolio of securities, assess a contingent
deferred sales charge ("CDSC") on certain redemptions of shares, and waive the
CDSC in certain cases; and
WHEREAS, the Trustees have determined to operate under Rule 18f-3 and
pursuant to such Rule the Board of Trustees as a whole, and the Trustees who are
not interested persons of the Trust (as defined in the Act) (the "Qualified
Trustees"), having determined in the exercise of their reasonable business
judgment this Plan is in the best interest of each class of the Initial Series
individually and the Initial Series as a whole, have accordingly approved this
Plan.
NOW, THEREFORE, Trust hereby adopts this Plan in accordance with Rule 18f-3
under the Act, on the following terms and conditions:
<PAGE>
1. Class Differences. Each class of Shares of each Initial Series shall
represent interests in the same portfolio of investments of Initial Series and
shall be identical in all respects, and except as otherwise set forth in this
Plan, shall differ solely with respect to: (i) arrangements for shareholder
services or the distribution of Shares, or both, as provided for in Sections 2
and 3 of this Plan; (ii) the exclusive right of a Class to vote on certain
matters relating to the Plan of Distribution Pursuant to Rule 12b-1 adopted by
the Trust with respect to such Class; (iii) such differences relating to
purchase minimums, sales charges and eligible investors as may be set forth in
the Prospectuses and Statement of Additional Information of the Initial Series,
as the same may be amended or supplemented from time to time (the "Prospectuses"
and "SAI"); (iv) the different exchange privileges of the classes of Shares; (v)
the fact that only certain classes will have a conversion feature; and (iv) the
designation of each Class of shares.
2. Differences in Distribution and Shareholder Services. Each Class of
Shares of the Initial Series shall have a different arrangement for shareholder
services or the distribution of Shares, or both, as follows:
Class A Shares shall be sold subject to a front-end sales charge as set
forth in the Prospectuses and SAI with respect to the applicable Initial Series.
Class A, Class B and Class D Shares shall be sold subject to a contingent
deferred sales charge as set forth in the Prospectuses and SAI with respect to
the applicable Initial Series. Class A, B and D Shares shall be subject to a
service fee of up to 0.25% of the nets assets of the Initial Series allocable to
such Class of Shares. Class B and D Shares shall also be subject to an annual
distribution fee of up to 0.75% of the nets assets of the Initial Series
allocable to such Class of Shares. Such service and distribution fees may be
used to finance activities in accordance with Rule 12b-1 under the Act and the
Plan of Distribution pursuant to Rule 12b-1 adopted by the Trust.
3. Allocation of Expenses. Expenses of the Series shall be allocated as
follows:
(a) Class Expenses. Expenses relating to different arrangements for
shareholder services or the distribution of Shares, or both, shall be allocated
to and paid by that class. A class may pay a different share of other expenses,
not including advisory or custodial fees or other expenses related to the
management of a Series' assets, if such expenses are actually incurred in a
different amount by that class, or if the class receives services of a different
kind or to a different degree than other classes.
(b) Other Allocations. All expenses of the Series not allocated to a
particular class pursuant to Sections 2 and 3(a) of this Plan shall be allocated
to each class on the basis of the net asset value of that class in relation to
2
<PAGE>
the net asset value of the Series. Notwithstanding the foregoing, the
underwriter, adviser, or other provider of services to a Series may waive or
reimburse the expenses of a specific class or classes to the extent permitted
under Rule 18f-3 under the Act; provided, however, that the Board shall monitor
the use of such waivers or reimbursements intended to differ by class.
4. Term and Termination.
(a) Initial Series. This Plan shall become effective with respect to the
Initial Series as of the date hereof, and shall continue in effect with respect
to each Class of Shares of the Initial Series (subject to Section 4(c) hereof)
until terminated in accordance with the provisions of Section 4(c) hereof.
(b) Additional Series or Classes. This Plan shall become effective with
respect to any class of the Initial Series other than Class A, Class B, Class C,
and Class D, and in the case of the MetLife State Street Money Market Fund,
Class E, and with respect to each additional Series or class thereof established
by the Trust after the date hereof and made subject to this Plan, upon
commencement of operations thereof or as otherwise determined, and shall
continue in effect with respect to each such additional Series or class (subject
to Section 4(c) hereof) until terminated in accordance with the provisions of
Section 4(c) hereof. An addendum hereto setting forth such specific and
different terms of such additional series of classes shall be attached to this
Plan.
(c) Termination. This Plan may be terminated at any time with respect to
the Trust or any Series or class thereof, as the case may be, by vote of a
majority of both the Trustees of the Trust and the Qualified Trustees. The Plan
may remain in effect with respect to a Series or class thereof even if it has
been terminated in accordance with this Section 4(e) with respect to such Series
or class or one or more other Series of the Trust.
5. Amendments. Any material amendment to this Plan shall require the
affirmative vote of a majority of both the Trustees of the Trust and the
Qualified Trustees.
Dated: May 5, 1995
Exhibit 18
POWER OF ATTORNEY
We, the undersigned MetLife - State Street Money Market Trust ("Trust"), a
Massachusetts business trust, its trustees, its principal executive officer and
its principal financial and accounting officer, hereby severally constitute and
appoint Francis J. McNamara III and Darman A. Wing, as our true and lawful
attorneys, with full power to each of them alone to sign for us, in our names
and in the capacities indicated below, any Registration Statements and any and
all amendments thereto of the Trust filed with the Securities and Exchange
Commission and generally to do all such things in our names and in the indicated
capacities as are required to enable the Trust to comply with provisions of the
Securities Act of 1933, as amended, and/or the Investment Company Act of 1940,
as amended, and all requirements and regulations of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they have been and
may be signed by our said attorneys to said Registration Statements, and any and
all amendments thereto.
IN WITNESS WHEREOF, we have hereunto set our hands, on the 28th day of
July, 1995.
SIGNATURES
METLIFE - STATE STREET MONEY MARKET TRUST
By: /s/ Ralph F. Verni
--------------------------------
Ralph F. Verni, Chief Executive
Officer and President
/s/ Ralph F. Verni /s/ Thomas L. Phillips
- ----------------------------------- --------------------------------
Ralph F. Verni, Trustee and Thomas L. Phillips, Trustee
principal executive officer
/s/ Gerard P. Maus /s/ Toby Rosenblatt
- ----------------------------------- --------------------------------
Gerard P. Maus, Principal financial Toby Rosenblatt, Trustee
and accounting officer
/s/ Edward M. Lamont /s/ Michael S. Scott Morton
- ----------------------------------- --------------------------------
Edward M. Lamont, Trustee Michael S. Scott Morton, Trustee
/s/ Robert A. Lawrence /s/ Jeptha H. Wade
- ----------------------------------- --------------------------------
Robert A. Lawrence, Trustee Jeptha H. Wade, Trustee
/s/ Dean O. Morton
- -----------------------------------
Dean O. Morton, Trustee
Exhibit 19
METLIFE - STATE STREET MONEY MARKET TRUST
Certificate of Resolution
I, the undersigned Darman A. Wing, hereby certify that I am Assistant
Secretary of MetLife - State Street Money Market Trust (the "Trust"), a
Massachusetts business trust duly authorized and validly existing under
Massachusetts law, and that the following is a true, correct and complete
statement of a vote duly adopted by the Trustees of said Trust on May 5, 1995:
"VOTED: That Francis J. McNamara III and Darman A. Wing
be, and each hereby is, authorized and empowered,
for and on behalf of the Trust, its principal
financial and accounting officer, and in their
name, to execute, and file a Power of Attorney
relating to, the Trust's Registration Statements
under the Investment Company Act of 1940 and/or
the Securities Act of 1933, and amendments
thereto, the execution and delivery of such Power
of Attorney, Registration Statements and
amendments thereto, to constitute conclusive proof
of such authorization."
I further certify that said vote has not been amended or revoked and that
the same is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of July,
1995.
/s/ Darman A. Wing
-------------------
Darman A. Wing
Assistant Secretary
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<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 8,492,935
<OTHER-INCOME> 0
<EXPENSES-NET> (1,340,279)
<NET-INVESTMENT-INCOME> 7,152,656
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 7,152,656
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (217,870)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 23,182,577
<NUMBER-OF-SHARES-REDEEMED> (17,075,600)
<SHARES-REINVESTED> 187,109
<NET-CHANGE-IN-ASSETS> 25,424,190
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 843,948
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,262,794
<AVERAGE-NET-ASSETS> 168,789,600
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .03
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.03)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 1.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
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<TABLE> <S> <C>
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<SERIES>
<NUMBER> 012
<NAME> METLIFE-STATE STREET RESEARCH MONEY MARKET FUND - CLASS C
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-END> MAR-31-1995
<INVESTMENTS-AT-COST> 169,391,969
<INVESTMENTS-AT-VALUE> 169,391,969
<RECEIVABLES> 3,112,707
<ASSETS-OTHER> 33,568
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 172,538,244
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