Preliminary Copy
METLIFE - STATE STREET RESEARCH CAPITAL APPRECIATION FUND
METLIFE - STATE STREET RESEARCH EQUITY INVESTMENT FUND
METLIFE - STATE STREET RESEARCH EQUITY INCOME FUND
STATE STREET RESEARCH GLOBAL RESOURCES FUND
series of
MetLife - State Street Equity Trust
One Financial Center
Boston, Massachusetts 02111
NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS
To Be Held On October______, 1995
A Special Meeting of Shareholders ("Meeting") of MetLife - State Street
Research Capital Appreciation Fund ("Capital Appreciation Fund"), MetLife -
State Street Research Equity Investment Fund ("Equity Investment Fund"), MetLife
- State Street Research Equity Income Fund ("Equity Income Fund"), and State
Street Research Global Resources Fund ("Global Resources Fund"), (collectively
the "Funds"), series of MetLife - State Street Equity Trust, a Massachusetts
business trust (the "Trust"), will be held at the offices of the Trust, One
Financial Center, 31st Floor, Boston, Massachusetts 02111, at 2:00 P.M. on
October__, 1995 for the following purposes:
1. (For all Funds) To elect Trustees of the Trust.
2. To reclassify the following investment policies from fundamental to
nonfundamental policies:
a. (For all Funds) The policy regarding investments in
securities of companies with less than three (3) years'
continuous operation; and
b. (For Capital Appreciation Fund, Equity Investment Fund and
Equity Income Fund only) The policy regarding investments in
illiquid securities.
3. (For all Funds) To amend the Fund's fundamental policy
regarding investments in commodities and commodity contracts.
4. (For Capital Appreciation Fund, Equity Investment Fund and Equity
Income Fund only) To amend the Fund's fundamental policy on lending
to clarify the permissibility of securities lending.
5. (For all Funds) To amend the Master Trust Agreement to permit the
Trustees to reorganize, merge or liquidate a fund without prior
shareholder approval.
6. (For all Funds) To amend the Master Trust Agreement to eliminate
specified time permitted between the record date and any
shareholders meeting.
7. (For all Funds) To consider and act upon any matter incidental to
the foregoing and to transact such other business as may properly
come before the Meeting and any adjournments thereof.
<PAGE>
The matters referred to above may be acted upon at said Meeting and any
adjournments thereof.
The close of business on _______, 1995 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
Meeting and any adjournments thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE
TRUST. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU DESIRE
TO VOTE IN PERSON AT THE MEETING, YOU MAY REVOKE YOUR PROXY.
By Order of the Trustees
FRANCIS J. McNAMARA, III
Secretary
________, 1995
Date of Notice
<PAGE>
METLIFE - STATE STREET RESEARCH CAPITAL APPRECIATION FUND
METLIFE - STATE STREET RESEARCH EQUITY INVESTMENT FUND
METLIFE - STATE STREET RESEARCH EQUITY INCOME FUND
STATE STREET RESEARCH GLOBAL RESOURCES FUND
series of
MetLife - State Street Equity Trust
One Financial Center
Boston, Massachusetts 02111
PROXY STATEMENT
The following table identifies each proposal set forth in the Notice of
Special Meeting of Shareholders and the checkmark (x) indicates which Fund's
shareholders and classes are being solicited to approve which proposal.
Capital Equity Global
Appreciation Investment Equity Income Resources
Fund, All Fund, All Fund, All Fund, All
Classes Classes Classes Classes
------- ------- ------- -------
Proposal
1. Trustees x x x x
2. Fundamental to
nonfundamental policies
a. Companies with less x x x x
than 3 years'
operations
b. Illiquid Securities x x x
3. Commodities x x x x
4. Securities Lending x x x
5. Amendment of Master x x x x
Trust Agreement to
permit Trustees to
reorganize, merge or
liquidate a fund
6. Amendment of Master x x x x
Trust Agreement to
eliminate specified
time permitted between
record date and any
shareholders meeting
<PAGE>
This Proxy Statement is furnished to the shareholders of MetLife - State
Street Equity Trust, in connection with the solicitation of proxies by and on
behalf of the Trust's Board of Trustees to be used at a Special Meeting of
Shareholders (the "Meeting") of the Trust, to be held at the offices of the
Trust, One Financial Center, 31st Floor, Boston, Massachusetts 02111, at 2:00
P.M., on October ___, 1995, and at any adjournments thereof. Any shareholder who
has given a Proxy has the right to revoke it at any time prior to its exercise
by attending the Meeting and voting his or her shares in person or by submitting
a written notice of revocation or a later-dated Proxy to the Trust at the above
address prior to the date of the Meeting.
Shareholders of record of the Trust at the close of business on _______,
1995 are entitled to notice of, and to vote at, the Meeting or any adjournments
thereof. This Proxy Statement, Proxy and accompanying Notice of Special Meeting
were first sent or given to shareholders on or about _______, 1995. The Trust is
presently comprised of four separate portfolio series: MetLife - State Street
Research Capital Appreciation Fund, MetLife - State Street Research Equity
Investment Fund, MetLife - State Street Research Equity Income Fund and State
Street Research Global Resources Fund.
The chart below reflects the approximate total number of shares issued and
outstanding for the Funds as of the record date. Each share is entitled to one
vote with a proportionate vote for each fractional share.
Fund Class A Class B Class C Class D Total
---- ------- ------- ------- ------- -----
Capital
Appreciation
Fund
Equity
Investment
Fund
Equity
Income Fund
Global
Resources
Fund
If the enclosed Proxy is properly executed and returned in time to be
voted at the Meeting, the shares represented thereby will be voted in accordance
with the instructions on the Proxy. Unless instructions to the contrary are
marked thereon, the Proxy will be voted FOR all the proposals described herein
and, in the discretion of the persons named herein as proxies, to take such
further action as they may determine appropriate in connection with any other
matter which may properly come before the Meeting or any adjournments thereof.
The Board of Trustees does not currently know of any matter to be considered at
the Meeting other than the matters set forth in the Notice of Special Meeting of
Shareholders.
A majority of the shares entitled to vote constitutes a quorum for the
transaction of business at the Meeting. In the event a quorum is not present at
the Meeting, or in the event a quorum is present at the Meeting but sufficient
votes to approve any of the proposals are not received, the persons named as
proxies may propose one or more adjournments of such Meeting without further
notice to permit further solicitation of Proxies provided such persons determine
that an adjournment and additional solicitation are reasonable and in the
interest of shareholders, after consideration of all relevant factors, including
the nature of the relevant proposals, the percentage of votes then cast, the
percentage of negative votes then cast, the nature of the proposed solicitation
activities and the nature of the reasons for such further solicitation. A
shareholder vote may be taken on one or more of the proposals in this Proxy
Statement prior to such adjournment if sufficient votes have been received and
such vote is otherwise appropriate. Any such adjournment will require the
affirmative vote of a majority of those shares present at the Meeting in person
or by proxy.
For purposes of determining the presence of a quorum for transacting
business at the Meeting and for determining whether sufficient votes have been
received for approval of any proposal to be acted upon at the Meeting,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present at the Meeting and entitled to vote on the
matter, but which have not been voted. For this reason, abstentions
2
<PAGE>
and broker non-votes will assist the Trust in obtaining a quorum; both have the
practical effect of a "no" vote for purposes of obtaining the requisite vote for
approval of proposals 2 through 7 to be acted upon at the Meeting, but will have
no effect on approval of proposal 1 regarding the election of Trustees.
In addition to solicitation of Proxies by mail, officers of the Trust and
officers and regular employees of State Street Research & Management Company
(the "Investment Manager"), affiliates of the Investment Manager, or other
representatives of the Trust may also solicit Proxies by telephone or telegraph
or in person. The Trust may also retain a proxy solicitation firm to assist in
any special, personal solicitation of Proxies. The costs of retaining a firm to
perform such special solicitation, which the Trust does not anticipate would
exceed $ per Fund, would be borne by the relevant Fund, along with all other
usual costs of solicitation and expenses incurred in connection with preparing
this Proxy Statement and its enclosures. The Trust will reimburse brokerage
firms and others for their expenses in forwarding solicitation material to the
beneficial owners of shares.
Upon request by a shareholder of any Fund of the Trust to State Street
Research Shareholder Services, One Financial Center, Boston, MA 02111 at
1-800-562-0032, the annual report and most recent semiannual report succeeding
the annual report, if any, for the relevant Fund will be furnished without
charge to the requesting
shareholder.
The Funds' distributor is State Street Research Investment Services, Inc.,
One Financial Center, Boston, MA 02111.
As of June 30, 1995, the following persons or entities were the beneficial
owners of the approximate amounts of each class of shares of the Funds as set
forth beside their names:
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership % of Class
Capital Appreciation Metropolitan Life 57,285 16.1
Fund Insurance Company
Class D One Madison Avenue
New York, NY 10010
Equity Investment Fund Metropolitan Life 40,953 82.9
Class D Insurance Company
One Madison Avenue
New York, NY 10010
Equity Income Fund Metroplitan Life 49,238 42.1
Class D Insurance Company
One Madison Avenue
New York, NY 10010
Global Resources Fund Metropolitan Life 38,491 19.7
Class D Insurance Company One
Madison Avenue
New York, NY 10010
Global Resources Fund P.A. Spitalieri 10,694 5.5
Class D c/o State Street
Research Shareholder
Services
One Financial Center
Boston, MA 02111
3
<PAGE>
PROPOSAL 1
ELECTION OF TRUSTEES
(FOR ALL FUNDS)
The shareholders of the Trust are being asked to elect the nominees named
below to serve as Trustees of the Trust. All shares represented by valid proxies
will be voted in favor of the election of the nominees, unless authority to vote
therefor is withheld. The nominees have agreed to serve as Trustees if elected.
If for any reason the nominees should not be available for election as
contemplated, the proxies hereby solicited may, unless otherwise limited, be
voted to elect such substitute nominees, if any, as may be designated by the
Board of Trustees, subject to the applicable provisions of the 1940 Act.
Information on the nominees and members of the Board is set forth below:
<TABLE>
<CAPTION>
Shares of Funds
Deemed Beneficially Owned on
June 30, 1995
----------------------------------------
Year Number of Shares/Class/% of Class
First ----------------------------------------
Position Became Capital Equity Equity Global
Trustees with Trust Trustee Appreciation Investment Income Resources
<S> <C> <C> <C> <C> <C> <C>
Edward M. Lamont Trustee 1987
Robert A. Lawrence Trustee 1986
Dean O. Morton Trustee 1986 19,750
Class A
0.9%
Thomas L. Phillips(1) Trustee 1992
Toby Rosenblatt Trustee 1993
Michael S.
Scott Morton Trustee 1987 34,155
Class A
1.1%
*Ralph F. Verni Trustee, 1992 18,628
Chairman Class A
of the 0.6%
Board,
Chief
Executive
Officer
and President
Jeptha H. Wade Trustee 1986 51,099
Class A
0.2%
Trustees and
Officers as
a Group
(16 persons) (2) None 1.7% 1.1%
</TABLE>
* Individual who is deemed to be an "interested person" of the Trust under the
1940 Act because of his affiliation with the Trust's investment manager.
(1) Mr. Phillips also served as a Trustee from 1986 to 1987.
(2) Less than 1%.
4
<PAGE>
Edward M. Lamont 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. He is 68. Mr. Lamont's other principal
business affiliations include Director of Sun Life Insurance and Annuity Company
of New York. Mr. Lamont is also a Trustee of 9 other investment companies for
which the Investment Manager serves as primary investment adviser.
Robert A. Lawrence's principal occupation is Partner, Saltonstall & Co., a
private investment firm. He is 68. Mr. Lawrence's other principal business
affiliations include Director of Metropolitan Series Fund, Inc., State Street
Research Portfolios, Inc., New York Times Company and Fifty Associates (a real
estate investment trust). Mr. Lawrence is also a Trustee of 9 other investment
companies for which the Investment Manager serves as primary investment adviser.
Dean O. Morton is retired and was formerly Executive Vice President, Chief
Operating Officer and Director, Hewlett-Packard Company. He is 63. Mr. Morton's
other principal business affiliations include Director of Metropolitan Series
Fund, Inc., State Street Research Portfolios, Inc., Alza Corp. (a therapeutic
systems developer), Raychem Corp. (a materials science company), The Clorox
Company (a consumer products company), Tencor Instruments (a scientific
instruments company) and Centigram Communications Corporation (a communication
equipment company). Mr. Morton is also a Trustee of 9 other investment companies
for which the Investment Manager serves as primary investment adviser.
Thomas L. Phillips is retired and was formerly Chairman of the Board and
Chief Executive Officer of Raytheon Company, of which he remains a Director. He
is 71. Mr. Phillips's other principal business affiliations include Director of
John Hancock Mutual Life Insurance Company, Knight-Ridder, Inc. and Digital
Equipment Corporation. Mr. Phillips is also a Trustee of 9 other investment
companies for which the Investment Manager serves as primary investment adviser.
Toby Rosenblatt's principal occupations during the past five years have
been President of The Glen Ellen Company, a private investment company, and Vice
President of Founders Investments Ltd. He is 57. Mr. Rosenblatt's other
principal business affiliations include Director of Biosource Technologies,
Inc., Advanced Polymer Systems, Inc. and Pherin Corporation (proprietary
compounds for human health). Mr. Rosenblatt is also a Trustee of 9 other
investment companies for which the Investment Manager serves as primary
investment adviser.
Michael S. Scott Morton's principal occupation during the past five years
has been Jay W. Forrester Professor of Management at Sloan School of Management,
Massachusetts Institute of Technology. He is 57. Dr. Scott Morton's other
principal business affiliations include Director of Metropolitan Series Fund,
Inc., State Street Research Portfolios, Inc. and Sequent Computer Systems, Inc.
(a computer manufacturer). Dr. Scott Morton is also a Trustee of 9 other
investment companies for which the Investment Manager serves as primary
investment adviser.
Ralph F. Verni's principal occupation is Chairman of the Board, President,
Chief Executive Officer and Director of the Investment Manager. During the past
five years he also served as President and Chief Executive Officer of New
England Investment Companies and as Chief Investment Officer and Director of New
England Mutual Life Insurance Company. He is 52. 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.;
Director of CML Group, Inc. (consumer specialty company); Chairman and Director
of Metric Holdings, Inc. and Metric Realty Corp.; President, Chief Executive
Officer and Director of SSRM Holdings, Inc.; and President and Director of State
Street Research Energy, Inc. Mr. Verni is also a Trustee of 9 other investment
companies for which the Investment Manager serves as primary investment adviser.
Jeptha H. Wade 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. He is
70. Mr. Wade's other principal business affiliations include Director of
Cleveland-Cliffs, Inc. (a natural resource company). Mr. Wade is also a Trustee
of 9 other investment companies for which the Investment Manager serves as
primary investment adviser.
A nominee elected as a Trustee will serve as such until any successor is
elected and qualified. A Trustee serves until he retires, resigns or is removed
as provided in the Declaration of Trust, as amended ("Master Trust Agreement")
of the Trust. The Trust is not required to hold regularly scheduled annual
meetings for the election of Trustees.(See "No Annual Meetings of Shareholders"
below.)
The following persons are principal officers, but not Trustees, of the
Trust:
5
<PAGE>
Peter C. Bennett has served as Vice President of the Trust since 1993. He
is 56. His principal occupation is Executive Vice President and Director of the
Investment Manager. During the past five years he has also served as Senior Vice
President and Vice President of the Investment Manager. Mr. Bennett's other
principal business affiliations include Director of Boston Private Bancorp, Inc.
and Boston Private Bank & Trust Company and Chairman of the Executive Committee
of the Board of Directors for both; and Director of State Street Research
Investment Services, Inc.
Bartlett R. Geer has served as Vice President of the Trust since 1992. He
is 40. His principal occupation is Senior Vice President of the Investment
Manager. During the past five years he has also served as Vice President of the
Investment Manager.
Frederick R. Kobrick has served as Vice President of the Trust since 1987.
He is 51. His principal occupation is currently, and during the past five years
has been, Senior Vice President of the Investment Manager.
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 and General Counsel
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.; Secretary and General Counsel of SSRM
Holdings, Inc.; and Director, Clerk and General Counsel of State Street Research
Energy, Inc.
Gerard P. Maus has served as Treasurer of the Trust since 1993. He is 44.
His principal occupation is Executive Vice President, Treasurer and Director of
the Investment Manager. During the past five years he has also served as
Executive Vice President and Chief Financial Officer of New England Investment
Companies and as 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.; Treasurer and Director of State
Street Research Energy, Inc.; Treasurer and Chief Financial Officer of SSRM
Holdings, Inc.; and Director of Metric Holdings, Inc.
Thomas P. Moore, Jr. has served as Vice President of the Trust since 1993.
He is 56. His principal occupation is Senior Vice President of the Investment
Manager. During the past five years he has also served as Vice President of the
Investment Manager.
Daniel J. Rice III has served as Vice President of the Trust since 1990.
He is 43. His principal occupation is Senior Vice President of the Investment
Manager. During the past five years he has also served as Vice President of the
Investment Manager.
Steven P. Somes has served as Vice President of the Trust since 1994. He
is 37. His principal occupation is Vice President of the Investment Manager.
During the past five years he has also served as Senior Vice President of
Gardner & Preston Moss, a Boston-based investment advisory firm, and, prior to
that, Vice President and Analyst of the Investment Manager.
These officers are deemed to be "interested persons" of the Trust under
the 1940 Act inasmuch as they are affiliated with the Investment Manager as
noted.
Board Meetings and Committees
During the fiscal year ended June 30, 1995, the Board of Trustees held a
total of five meetings.
The Audit Committee of the Board of Trustees held one meeting during the
fiscal year ended June 30, 1995. The present members of the Audit Committee are
Messrs. Morton, Scott Morton and Wade. The duties of this Committee include
meeting with representatives of the Trust's independent public accountants both
to review the range of the accountants' activities and to discuss the Trust's
system of internal controls. Thereafter, this Committee reports to the Board on
the Committee's findings and recommendations concerning internal accounting
matters as well as its recommendation for retention or dismissal of the auditing
firm.
The Nominating Committee of the Board of Trustees held two meetings during
the fiscal year ended June 30, 1995. The present members of the Nominating
Committee are Messrs. Morton, Phillips, Scott Morton and Wade.
6
<PAGE>
The duties of this Committee include consideration of recommendations on
nominations for Trustees, review of the composition of the Board, and
recommendations respecting attendance, frequency of meetings and similar
matters. The Nominating Committee will consider nominees recommended by
shareholders; shareholders may submit recommendations to the attention of the
Secretary, MetLife - State Street Equity Trust, One Financial Center, 30th
Floor, Boston, Massachusetts 02111.
Remuneration of Principal Officers and Trustees
The executive officers of the Trust and those of its Trustees who are
officers of the Investment Manager receive no direct remuneration from the
Trust. Such executive officers and Trustees receive remuneration from the
Investment Manager. Trustees who are not officers of the Investment Manager are
compensated for attendance at each meeting of the Board of Trustees and
committees of the Board and reimbursed for reasonable expenses incurred in
connection therewith, and are paid an annual retainer.
<TABLE>
<CAPTION>
Aggregate Aggregate
Compensation Compensation Aggregate Aggregate Total
from from Compensation Compensation Compensation
Name of Trustee Capital Equity from Equity from Global from Funds
or Nominee Appreciation Investment Income Fund Resources and Fund
Fund Fund Fund Complex(1)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Edward M. Lamont $3,600 $1,625 $1,625 $1,625 $50,136
Robert A. $3,600 $1,625 $1,625 $1,625 $70,600
Lawrence
Dean O. Morton $3,900 $1,925 $1,925 $1,925 $76,250
Thomas L. $3,500 $1,725 $1,725 $1,725 $53,775
Phillips
Toby Rosenblatt $3,600 $1,625 $1,625 $1,625 $50,136
Michael S. $4,100 $2,125 $2,125 $2,125 $81,600
Scott Morton
*Ralph F. Verni $0 $0 $0 $0 $0
Jeptha H. Wade $3,500 $1,725 $1,725 $1,725 $56,500
--------------------------------------------------------------------------------
</TABLE>
* Individual who is deemed to be an "interested person" of the Trust under the
1940 Act because of his affiliation with the Funds' investment manager.
(1) 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 29 series. The compensation is for the 12 months ended 6-30-95.
The Funds do not provide any pension or retirement benefits for the
Trustees.
Required Vote
A plurality of the votes properly cast in person or by proxy at the
Meeting, provided a quorum is represented, is required for the election of a
Trustee.
PROPOSAL 2
TO RECLASSIFY THE INVESTMENT
POLICIES OF THE FUNDS SET FORTH BELOW FROM
FUNDAMENTAL POLICIES TO NONFUNDAMENTAL POLICIES
The Funds are currently subject to the investment policies set forth below
which, among others, the Funds originally designated as "fundamental"
policies, i.e. policies only changeable by shareholder vote. The Trustees of the
Trust after careful consideration and analysis have concluded that it is not in
the best interests of the Funds to continue this designation for these
investment policies. The Trustees take note of the fact that a fundamental
policy which may only be altered by shareholder vote by its nature inhibits the
ability of a fund's management to respond quickly to changing market conditions
or revised industry regulations or definitions. The Trustees recognize that
certain policies, such as a fund's basic investment objective or whether it is
to be a diversified fund or non-diversified fund, are so critical to the nature
of the vehicle in which a person chooses to invest that they should be
changeable only by the investors themselves. On the other hand, the Trustees
believe that other policies
7
<PAGE>
do not fit within this category in today's rapidly changing investment
environment. The Trustees believe that the following investment policies for the
reasons given are the latter and recommend that the shareholders approve the
elimination of the fundamental characteristics of such policies.
a. (FOR ALL FUNDS) Policy regarding investments in securities of
companies with less than three (3) years' continuous operation.
It is each Fund's current fundamental policy, with certain exceptions, not
to invest in securities of companies which, including predecessors, have a
record of less than three (3) years' continuous operation if so doing would
cause more than five percent (5%) of a Fund's assets to be invested in the
securities of such company. Specifically, the current policy of the Capital
Appreciation Fund, the Equity Investment Fund and the Equity Income Fund states
that each Fund may not invest:
"in a security if the transaction would result in more than 5% of a Fund's
total assets being invested in securities of issuers (including
predecessors) with less than three years of continuous operations except
in the case of debt securities rated BBB or higher by Standard & Poor's
Corporation ("S&P") or Baa or higher by Moody's Investors Service, Inc.
("Moody's"), and except that this restriction does not apply to
investments in securities issued or guaranteed by the U.S. Government or
its agencies or instrumentalities."
The current policy of the Global Resources Fund states that the Fund may
not 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
or backed by the U.S. Government."
At the time the current policy of the Funds was adopted, companies with
less than 3 years' operations were not as prevalent as they are today, and the
investment attractiveness of such issues has changed dramatically in light of
the importance of new entrepreneurial companies in today's economy, the role of
emerging growth companies both domestically and internationally, and the
sophistication of such issuers. Many of the growth industries, such as science
and technology, natural resources and consumer staples, are characterized by a
large proportion of newer companies. In addition, a number of new financing
arrangements involve newly formed entities which may not have the requisite
years of operations, but which are based on sound premises, such as a new
holding company holding interests in newly consolidated operations of
established companies, or pass-through entities such as trusts which hold pools
of income producing assets such as mortgages or consumer account receivables.
If the proposal to change this policy from fundamental to nonfundamental
is approved, the Trustees intend to adopt the following nonfundamental policy on
this matter which would, to a limited extent, broaden the ability of the Funds
to invest in securities of companies with less than 3 years of continuous
operation:
"The Fund may not invest more than 5% of is total assets in securities of
private companies including predecessors with less than three years'
continuous operations except (a) securities guaranteed or backed by an
affiliate of the issuer with three years of continuous operations, (b)
securities issued or guaranteed as to principal or interest by the U.S.
Government, or its agencies or instrumentalities, or a mixed-ownership
Government corporation, (c) securities of issuers with debt securities
rated at least "BBB" by Standard & Poor's Corporation or "Baa" by Moody's
Investor's Service, Inc. (or their equivalent by any other nationally
recognized statistical rating organization) or securities of issuers
considered by the Investment Manager to be equivalent, (d) securities
issued by a holding company with at least 50% of its assets invested in
companies with three years of continuous operations including
predecessors, and (e) securities which generate income which is exempt
from local, state or federal taxes; provided that the Fund may invest up
to 15% in such issuers so long as such investments plus investments in
restricted securities (other than those which are eligible for resale
under Rule 144A, Regulation S or other exemptive provisions) do not exceed
15% of the Fund's total assets."
The above proposed nonfundamental policy would allow more investments in
companies with less than 3 years of operations.
The Funds intend to implement and monitor the operation of the new policy
and to change it, as appropriate, subject to market, regulatory or other
developments. Assuming the proposal is approved, such change could then be
accomplished without the delay and expense of soliciting shareholder approval.
8
<PAGE>
b. (FOR CAPITAL APPRECIATION FUND, EQUITY INVESTMENT FUND AND EQUITY
INCOME FUND ONLY) Policy regarding investments in illiquid
securities.
It is the current fundamental policy for the Capital Appreciation Fund,
the Equity Investment Fund and the Equity Income Fund:
"not to invest more than 10% of its 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."
Open-end investment companies such as the Funds must stand ready to
redeem their shares on a continuous basis. Thus they are limited in the amount
of illiquid securities they may hold because illiquid securities may not be
easily sold to raise cash necessary to meet redemptions under certain
circumstances and because illiquid securities can present valuation problems.
Illiquid securities have generally included those set forth in the Funds'
current fundamental policy, i.e. securities restricted as to resale,
over-the-counter options, repurchase agreements extending for more than seven
days, and other securities not readily marketable. However, the securities
markets are evolving, certain securities are being recharacterized and new
instruments continue to be developed.
For example, a few years ago the Securities and Exchange Commission
adopted a rule, Rule 144A under the Securities Act of 1933, which has resulted
in a new form of restricted security which can be traded among qualified
institutional buyers. Each Fund is a qualified institutional buyer and the new
rule is an important development for the Funds. However, a change in the Funds'
current fundamental policies is needed to enhance the Funds' use of Rule 144A
securities. The Trustees believe that additional flexibility is needed in
dealing with so-called illiquid and restricted securities and that the policy
with respect thereto should consequently be nonfundamental.
In 1992 the Securities and Exchange Commission raised the percentage of a
fund's total assets that may be held in illiquid securities from 10% to 15%.
Illiquid securities are generally regarded as securities which may not be sold
or disposed of within seven days in the ordinary course of business at
approximately the price at which the Fund has valued them. The Trustees have
concluded that the 15% limitation is appropriate for the Funds. In addition,
certain state regulators have likewise liberalized their policies on illiquid or
restricted securities. Had the Fund's policies in this area been nonfundamental,
corresponding revisions in the Fund's policies to reflect the Securities and
Exchange Commission and state changes could have been made by the Trustees alone
without delays and costs associated with solicitation of shareholder votes.
If the proposal to change the character of this policy from fundamental to
nonfundamental is approved by the shareholders, the Trustees intend to adopt
nonfundamental policies that read as follows:
"(1) not to purchase any security or enter into a repurchase
agreement if as a result more than 15% of its net assets would be
invested in securities that are illiquid (including repurchase
agreements not entitling the holder to payment of principal and
interest within seven days); and
(2) not to invest more than 15% of its net assets in restricted
securities of all types (including not more than 5% of its net
assets in restricted securities which are not eligible for resale
pursuant to Rule 144A, Regulation S or other exemptive provisions
under the Securities Act of 1933)."
Although many illiquid securities may also be restricted, and vice-versa,
compliance with each of these policies will be computed independently. The
percentage limitations would apply as of the time of investment.
The Funds intend to implement and monitor the operation of the new policy
and to change it, as appropriate, subject to market, regulatory or other
developments. Assuming the proposal is approved, such change could then be
accomplished without shareholder approval.
9
<PAGE>
PROPOSAL 3
(FOR ALL FUNDS) TO AMEND EACH FUND'S FUNDAMENTAL POLICY
REGARDING INVESTMENTS IN COMMODITIES
AND COMMODITY CONTRACTS
The fundamental policy regarding investments in commodities and commodity
contracts currently reads as follows for the Capital Appreciation Fund, the
Equity Investment Fund and the Equity Income Fund. It is each Fund's policy:
"not to invest in commodities or commodity contracts, except that a Fund
may make investments in financial futures, options on financial futures
and forward currency exchange contracts to the extent set forth in the
Trust's Prospectus and Statement of Additional Information."
The fundamental policy regarding investments in commodities and commodity
contracts currently reads as follows for the Global Resources Fund:
"not to invest in commodities or commodity contracts in excess of 10% of
the Fund's total assets, except that investments in futures contracts and
options on futures contracts on securities, securities indices or
currencies shall not be deemed an investment in commodities or commodities
contracts."
In order to clarify this policy as well as provide greater flexibility as
regards investment in commodities and commodity contracts, the Trustees propose
that the shareholders adopt the following revised fundamental policy, to wit,
that it is each Fund's policy:
"not to invest in physical commodities or physical commodity contracts or
options in excess of 10% of the Fund's total assets, except that
investments in essentially financial items or arrangements such as, but
not limited to, swap arrangements, hybrids, currencies, currency and other
forward contracts, futures contracts and options on futures contracts on
securities, securities indices, interest rates and currencies shall not be
deemed investments in commodities or commodities contracts."
The proposed policy would enable investments in physical commodities,
although it is not the present intention of the Funds to invest in any physical
commodities or commodity contracts. However, during inflationary periods, the
Funds may invest in precious metals. In addition, the proposed policy would
clarify that certain arrangements and newer hybrid instruments which involve
futures are permissible. The Trustees and the Investment Manager are well aware
of the risks inherent in certain of the investments covered by the proposed
policy and, if the proposed policy is adopted by the shareholders, they intend
to act accordingly in the implementation thereof. No imminent change in current
practices is anticipated.
The Trustees, including the Trustees who are not interested persons,
recommend a vote FOR approval of Proposal 3. If the proposal is not approved by
the shareholders, each Fund's present investment policy will remain in effect.
PROPOSAL 4
(FOR CAPITAL APPRECIATION FUND, EQUITY INVESTMENT FUND
AND EQUITY INCOME FUND ONLY) TO AMEND THE FUNDS'
FUNDAMENTAL POLICY ON LENDING TO CLARIFY
THE PERMISSIBILITY OF SECURITIES LENDING
It is the current policy for the Capital Appreciation Fund, the Equity
Investment Fund and the Equity Income Fund:
"not to make loans except that a 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 obligations of the U.S.
Government and its agencies and instrumentalities."
In order to clarify this policy and resolve the ambiguity as to whether,
under the language, securities lending is permitted, the Trustees propose that
the policy be revised to read as follows. It will be the policy of each Fund:
10
<PAGE>
"not to lend money; however, the Fund may lend portfolio securities and
purchase bonds, debentures, notes and similar obligations (and enter into
repurchase agreements with respect thereto)."
If the proposed revised policy is adopted by the shareholders, each Fund
would be able to lend portfolio securities up to a maximum in value of 33-1/3%
of its total assets. Whenever any such loan is made, the Funds will receive
collateral in the form of cash or cash equivalents (e.g. U.S. Government
obligations) equal to at least 100% of the current market value of the loaned
securities plus accrued interest. Collateral received by the Funds will
generally be held in the form tendered, although cash may be invested in
securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, irrevocable stand-by letters of credit issued by a bank, or
any combination thereof. The investing of cash collateral received from loaning
portfolio securities involves leverage which magnifies the potential for gain or
loss on monies invested and, therefore, results in an increase in the volatility
of the Funds' outstanding securities. Such loans may be terminated at any time.
The Funds will retain most rights of ownership of the loaned securities
including rights to dividends, interest or other distributions on the loaned
securities. Voting rights pass with the lending, although the Fund may call
loans to vote proxies if desired. Should the borrower of the securities fail
financially, there is a risk of delay in recovery of the securities or loss of
rights in the collateral. Loans would be made only to borrowers which are deemed
by the Investment Manager to be of good financial standing.
The Trustees believe that the proposed revised policy is in the best
interests of the Funds. The Trustees, including the Trustees who are not
interested persons, recommend a vote FOR approval of proposal 4. If the proposal
is not approved by the shareholders, each Fund's present investment policy will
remain in effect.
PROPOSAL 5
(FOR ALL FUNDS) TO AMEND THE MASTER TRUST AGREEMENT TO
PERMIT THE TRUSTEES TO REORGANIZE, MERGE OR
LIQUIDATE A FUND WITHOUT PRIOR SHAREHOLDER APPROVAL
The Trust is organized as a Massachusetts business trust. One of the
advantages of operating a mutual fund as a business trust, rather than as a
corporation, is the substantial operational flexibility available to the
trustees. The trustees of a business trust are permitted to take a variety of
actions, without prior shareholder approval, that are not permitted to directors
of a corporation. As a result, the trustees of a business trust are able to
react quickly on behalf of shareholders to changes in competitive and regulatory
conditions, without incurring the costs of a shareholder meeting.
The particular actions that may be taken by the Trustees of the Trust
without a shareholder meeting are determined by the terms of the Trust's First
Amended and Restated Master Trust Agreement, as amended (the "Master Trust
Agreement"), subject to compliance with applicable laws, such as the 1940 Act.
Currently, the Master Trust Agreement provides that shareholder approval is
required to reorganize, merge or liquidate a Fund except in certain very limited
circumstances. Shareholder approval for these actions is not required, however,
by the 1940 Act or by the laws of Massachusetts applicable to business trusts.
The Board of Trustees believes that, in most circumstances, it is not in
the best interests of shareholders to require a meeting of shareholders or
reorganize, merge or liquidate a Fund. For example, a Fund may have insufficient
assets to operate efficiently. In such a case, the Trustees may determine that
it would be in the best interests of shareholders of the Fund to merge the Fund
with another mutual fund that has similar investment objectives or policies,
which would have the effect of reducing the per share expenses of each Fund. The
process of obtaining shareholder approval for such a transaction, however, may
make it difficult to complete the transaction and, in general, will
substantially increase the costs of the transaction for shareholders. The
Trustees believe that it would be in the best interests of shareholders to
permit consummation of such a transaction without incurring the expenses
associated with holding a meeting of shareholders. Of course, in all cases
shareholders would receive notice prior to completion of the transaction.
Approval of proposal 5 requires the affirmative vote of a majority of the
shares of the Trust present and voting at the Meeting. If proposal 5 is
approved, the last sentence of Article IV, Section 4.2(d) of the Master Trust
Agreement would be amended as follows (material to be added is underlined,
material to be deleted is in brackets):
"The liquidation of any particular Sub-Trust or class thereof may be
authorized by vote of a majority of the Trustees then in office without
-------
the approval of shareholders of such Sub-Trust [subject to the approval of
----------------------------------------------
a majority of the outstanding voting Shares of that Sub-Trust or class, as
defined in the 1940 Act]."
11
<PAGE>
In addition, Article VII, Section 7.2 of the Master Trust Agreement would
be deleted and replaced in its entirety with the following:
"Section 7.2 Reorganization. The Trust, or any one or more
Sub Trusts, may, either as the successor, survivor, or non-survivor, (1)
consolidate or merge with one or more other trusts, sub-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 consolidated or merged trust, sub-trust, partnership, limited
liability company, association or corporation under the laws of which any
one of the constituent entities is organized, with the Trust to be the
survivor or non-survivor of such consolidation or merger or (2) transfer a
substantial portion of its assets to one or more other trusts, sub-trusts,
partnerships, limited liability companies, 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, sub-trusts,
partnerships, limited liability companies, associations or corporation
transfer a substantial portion of its assets to it, any such
consolidation, merger or transfer to be upon such terms and conditions as
are specified in an agreement and plan of reorganization authorized and
approved by the Trustees and entered into by the Trust, or one or more
Sub-Trusts, as the case may be, in connection therewith. Any such
consolidation, merger or transfer may be authorized by vote of a majority
of the Trustees then in office without the approval of shareholders of any
Sub-Trust."
The Board of Trustees unanimously recommends that shareholders vote FOR
approval of proposal 5.
PROPOSAL 6
(FOR ALL FUNDS) TO AMEND THE MASTER TRUST AGREEMENT
TO ELIMINATE SPECIFIED TIME PERMITTED BETWEEN
THE RECORD DATE AND ANY SHAREHOLDERS MEETING
The Master Trust Agreement currently provides that the Trustees may fix a
date not more than 60 days prior to the date of any meeting of shareholders as
the date of record for the determination of shareholders entitled to vote at
such meeting. As a result, proxy statements, which are required to be delivered
to record date shareholders, may not be mailed to shareholders more than 60 days
prior to a meeting. The Board of Trustees believes that it would be in the best
interest of the Funds to be able to distribute proxy statements and begin to
solicit votes more than 60 days prior to a shareholders meeting.
Increasingly, shares of mutual funds are held of record by brokerage
firms, financial institutions or retirement plan trustees, ("financial
intermediaries") with the financial intermediary identifying in its own records
the beneficial owner of the shares. Proxy solicitations are distributed first to
the financial intermediary which in turn forwards proxy materials to the
beneficial owners of shares. The process of distributing proxy materials has
become increasingly time consuming and the period of time available to
beneficial owners to return proxies has correspondingly decreased. Although the
funds have been able to achieve quorums, the need has grown in the industry to
use interim reminder mailings and special solicitation efforts, such as
telephone calls to large record holders, in order to obtain requisite quorums.
The Trustees believe that adopting an earlier record date and commencing a
shareholder solicitation further in advance of a meeting would in many cases
avoid this result by providing shareholders with additional time in which to
consider shareholder proposals. The proposed amendment would grant the Trustees
discretion to fix a record date as of a reasonable date prior to any meeting of
shareholders, compared with the current provision in the Master Trust Agreement
which does not allow for a record date to be fixed more than 60 days prior to a
meeting.
Approval of proposal 6 requires the affirmative vote of a majority of the
shares of the Trust present and voting at the Meeting. If proposal 6 is
approved, Article V, Section 5.3 of the Master Trust Agreement would be deleted
and replaced in its entirety with the following:
"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 reasonable
12
<PAGE>
date and time 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 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.
The Board of Trustees unanimously recommends that shareholders vote FOR
approval of proposal 6.
VOTES REQUIRED FOR APPROVAL OF PROPOSALS 2 THROUGH 6
Approval of each of proposals 2 (including proposals 2a and 2b) through
Proposal 4 requires the affirmative vote of a majority of the outstanding voting
securities of the relevant Fund as defined in the 1940 Act. Under the 1940 Act,
the vote of a majority of the outstanding voting shares means the vote of the
lesser of (a) 67% or more of the voting shares present at the meeting if the
holders of more than 50% of the outstanding voting shares are present or
represented by proxy or (b) more than 50% of the outstanding voting shares.
Approval of proposals 5 and 6 requires the affirmative vote of a majority
of the shares voted at the meeting, provided a quorum is present.
OTHER MATTERS TO COME BEFORE THE MEETING
The Trustees do not intend to present any other business at the Meeting,
nor are they aware that any shareholder intends to do so. If however, any other
matters are properly brought before the Meeting, the persons named in the
accompanying proxy will vote thereon in accordance with their judgment.
NO ANNUAL MEETINGS OF SHAREHOLDERS
There will be no annual or further special meetings of shareholders of the
Trust unless required by applicable law or called by the Trustees in their
discretion. In accordance with the 1940 Act, or under the Trust's Master Trust
Agreement, as amended, any Trustee may be removed (i) by a 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 a vote of shareholders holding not less than two-thirds of
the shares of the Trust then outstanding, cast in person or by proxy at a
meeting called for the purpose. Shareholders holding 10% or more of the shares
of the Trust then outstanding can require that the Trustees call a meeting of
shareholders for the purpose of voting on the removal of one or more Trustees.
In addition, if ten or more shareholders who have been such for at least six
months and who hold in the aggregate shares with a net asset value of at least
$25,000 or at least 1% of the outstanding Trust shares, inform the Trustees that
they wish to communicate with other shareholders, the Trustees will either give
such shareholders access to the shareholder list or inform them of the cost
involved if the Trust forwards material to shareholders on their behalf. If the
Trustees object to mailing such materials, they must inform the Securities and
Exchange Commission and thereafter comply with the requirements of the 1940 Act.
Shareholders wishing to submit proposals for inclusion in a proxy
statement for a subsequent shareholder meeting should send their written
proposals to the Secretary of the Trust, One Financial Center, Boston,
Massachusetts 02111. Shareholder proposals should be received in a reasonable
time before the solicitation is made.
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE FILL IN, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS NECESSARY IF IT IS MAILED IN THE UNITED STATES.
______________, 1995
Date of Proxy Statement
13
<PAGE>
[METLIFE - STATE STREET RESEARCH CAPITAL APPRECIATION FUND
METLIFE - STATE STREET RESEARCH EQUITY INVESTMENT FUND
METLIFE - STATE STREET RESEARCH EQUITY INCOME FUND
STATE STREET RESEARCH GLOBAL RESOURCES FUND]
a series of
MetLife - State Street Equity Trust
PROXY
Special Meeting of Shareholders - ___________________, 1995
The undersigned hereby appoints Ralph F. Verni, Francis J. McNamara, III
and Darman A. Wing, and each of them, as proxies with full power of substitution
to act for and vote on behalf of the undersigned all shares of [MetLife - State
Street Research Capital Appreciation Fund, MetLife - State Street Research
Equity Investment Fund, MetLife - State Street Research Equity Income Fund and
State Street Research Global Resources Fund], a portfolio series of MetLife -
State Street Equity Trust, which the undersigned would be entitled to vote if
personally present at the Special Meeting of Shareholders to be held at the
principal offices of the Trust, One Financial Center, 31st Floor, Boston,
Massachusetts 02111, at 2 p.m. on ______________________, 1995, or at any
adjournments thereof, on the following items as set forth in the Notice of
Special Meeting of Shareholders and the accompanying Proxy Statement.
If a choice is specified for a proposal, this proxy will be voted as
indicated. IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
IF NO CHOICES ARE SPECIFIED FOR ANY PROPOSALS, THIS PROXY WILL BE VOTED FOR ALL
PROPOSALS. In their discretion the proxies are authorized to vote upon such
other business as may properly come before the Meeting. The Board of Trustees
recommends a vote FOR all proposals.
The undersigned acknowledges receipt of the Notice of Special Meeting and
the accompanying Proxy Statement dated _________________, 1995. PLEASE INDICATE
ANY CHANGE OF ADDRESS ON THE REVERSE SIDE. This proxy may be revoked at any time
prior to the exercise of the powers conferred thereby.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
-------------------------------------------------------------------------------
SEE REVERSE SIDE
-------------------------------------------------------------------------------
-----
1. Election of Trustees. ( ) FOR all nominees listed
----- below (except as noted in space
provided)
----- WITHHOLD authority to
( ) vote for all nominees
----- listed
To withhold authority to vote for any individual nominee, write that nominee's
name in the following space _____________________
----------------------------------------------------------------.
Nominees: Edward M. Lamont, Robert A. Lawrence,
Dean O. Morton, Thomas L. Phillips,
Toby Rosenblatt, Michael S. Scott Morton,
Ralph F. Verni, Jeptha H. Wade
2. To reclassify the following investment policies from fundamental
policies to nonfundamental policies:
a. (For all Funds) Policy regarding investments in securities of
companies with less than three (3) years' continuous operation;
and
----- ----- -----
( ) For ( ) Against ( ) Abstain
----- ----- -----
b. (For Capital Appreciation Fund, Equity Investment Fund and
Equity Income Fund) Policy regarding investments in illiquid
securities.
----- ----- -----
( ) For ( ) Against ( ) Abstain
----- ----- -----
<PAGE>
3. (For all Funds) To amend the Fund's fundamental policy regarding
investments in commodities and commodity contracts.
----- ----- -----
( ) For ( ) Against ( ) Abstain
----- ----- -----
4. (For Capital Appreciation Fund, Equity Investment Fund and Equity
Income Fund) To amend the Fund's fundamental policy on lending to clarify
the permissibility of securities lending.
----- ----- -----
( ) For ( ) Against ( ) Abstain
----- ----- -----
5. (For all Funds) To amend the Master Trust Agreement to permit the Trustees
to reorganize, merge or liquidate a fund without prior shareholder
approval.
----- ----- -----
( ) For ( ) Against ( ) Abstain
----- ----- -----
6. (For all Funds) To amend the Master Trust Agreement to eliminate specified
time permitted between the record date and any shareholders meeting.
----- ----- -----
( ) For ( ) Against ( ) Abstain
----- ----- -----
MARK HERE ----- MARK HERE -----
FOR ADDRESS ( ) IF YOU PLAN ( )
CHANGE AND ----- TO ATTEND -----
NOTE AT LEFT MEETING
IT IS IMPORTANT THAT THIS PROXY BE
SIGNED AND RETURNED IN THE ENCLOSED
ENVELOPE.
NOTE: Please date and sign exactly as name or
names appear hereon and return in the
enclosed envelope, which requires no
postage if mailed in the United States.
When signing as attorney, executor,
trustee, guardian or officer of a
corporation, please give title as such.
Signature: _________________________ Date: _______________
Signature: _________________________ Date: _______________