METLIFE STATE STREET EQUITY TRUST
497, 1996-04-11
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                 State Street Research Capital Appreciation Fund
                  State Street Research Equity Investment Fund
                    State Street Research Equity Income Fund

                                    Series of

                       State Street Research Equity Trust

                       STATEMENT OF ADDITIONAL INFORMATION

                                November 1, 1995
                        (As Supplemented April 11, 1996)

                               TABLE OF CONTENTS
                                                                            Page

ADDITIONAL INVESTMENT POLICIES AND RESTRICTIONS ...........................    2

ADDITIONAL INFORMATION CONCERNING CERTAIN INVESTMENT TECHNIQUES ...........    5

DEBT INSTRUMENTS AND PERMITTED CASH INVESTMENTS ...........................   13

TRUSTEES AND OFFICERS .....................................................   18

INVESTMENT ADVISORY SERVICES ..............................................   23

PURCHASE AND REDEMPTION OF SHARES .........................................   25

NET ASSET VALUE ...........................................................   27

PORTFOLIO TRANSACTIONS ....................................................   29

CERTAIN TAX MATTERS .......................................................   31

DISTRIBUTION OF SHARES OF THE FUNDS .......................................   33

CALCULATION OF PERFORMANCE DATA ...........................................   40

CUSTODIAN .................................................................   45

INDEPENDENT ACCOUNTANTS ...................................................   45

FINANCIAL STATEMENTS ......................................................   46

The following Statement of Additional Information is not a Prospectus. It should
be read in conjunction with the Prospectus of State Street Research Capital
Appreciation Fund, State Street Research Equity Investment Fund and State Street
Research Equity Income Fund dated November 1, 1995, which may be obtained
without charge from the offices of State Street Research Equity Trust (the
"Trust") or State Street Research Investment Services, Inc. (the "Distributor"),
One Financial Center, Boston, Massachusetts 02111-2690.

XXX
CONTROL NUMBER:  1285B-951101(1296)SSR-LD                         ET-879D-1195

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                 ADDITIONAL INVESTMENT POLICIES AND RESTRICTIONS

         As set forth under "The Funds' Investments" and "Limiting Investment
Risk" in the Funds' Prospectus, State Street Research Capital Appreciation Fund
(the "Capital Appreciation Fund" or the "Fund"), State Street Research Equity
Investment Fund (the "Equity Investment Fund" or the "Fund") and State Street
Research Equity Income Fund (the "Equity Income Fund" or the "Fund") have
adopted certain investment restrictions.

All of the Funds' fundamental investment restrictions are set forth below. These
fundamental restrictions may not be changed by a Fund except by the affirmative
vote of a majority of the outstanding voting securities of that Fund 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 each Fund's
policy:

         (1)      not to invest in a security if the transaction would result in
                  more than 5% of a 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
                  a Fund's owning more than 10% of the outstanding 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 issue senior securities;

         (4)      not to underwrite or participate in the marketing of
                  securities of other issuers, although a Fund may, acting alone
                  or in syndicates or groups, if determined by the Trust's Board
                  of Trustees, purchase or otherwise acquire securities of other
                  issuers for investment, either from the issuers or from
                  persons in a control relationship with the issuers or from
                  underwriters of such securities;

         (5)      not to purchase or sell real estate in fee simple or real
                  estate mortgage loans;

         (6)      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

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                  currencies shall not be deemed investments in commodities or
                  commodities contracts;

         (7)      not to lend money; however, a Fund may lend portfolio
                  securities and purchase bonds, debentures, notes and similar
                  obligations (and enter into repurchase agreements with
                  respect thereto);

         (8)      not to conduct arbitrage transactions (provided that
                  investments in futures and options for hedging purposes shall
                  not be deemed arbitrage transactions);

         (9)      not to invest in oil, gas or other mineral exploration or
                  development programs (provided that a Fund may invest in
                  securities issued by or which are based, directly or
                  indirectly, on the credit of companies which invest in or
                  sponsor such programs);

         (10)     not to make any investment which would cause more than 25% of
                  the value of a 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 shall be excluded); and

         (11)     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 a Fund's total
                  assets, and provided further that reverse repurchase
                  agreements shall not exceed 5% of a Fund's total assets.
                  Reverse repurchase agreements occur when a Fund sells money
                  market securities and agrees to repurchase such securities at
                  an agreed-upon price, date and interest payment. A 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 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.

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         The following investment restrictions may be changed with respect to
any Fund by a vote of a majority of the Trustees. Under these restrictions, it
is each Fund's policy:

         (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);

         (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);

         (3)      not to invest more than 5% of its 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;

         (4)      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, except in connection
                  with the purchase or writing of options, including options on
                  financial futures, and futures contracts to the extent set
                  forth in the Trust's Prospectus and Statement of Additional
                  Information;

         (5)      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 such Fund's total
                  assets, taken at cost (for the purpose of this restriction
                  financial futures, options on financial futures and forward
                  currency exchange contracts are not deemed to involve a pledge
                  of assets);

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         (6)      not to acquire any security issued by any other investment
                  company (the "acquired company") if immediately after such
                  acquisition the Fund and all companies controlled by the Fund,
                  if any, would own in the aggregate (i) more than 3% of the
                  outstanding voting stock of the acquired company, (ii)
                  securities issued by the acquired company having an aggregate
                  value in excess of 5% of the Fund's total assets or (iii)
                  securities issued by the acquired company and all other
                  investment companies (other than treasury stock of the Fund)
                  having an aggregate value in excess of 10% of the Fund's total
                  assets, except to complete a merger, consolidation or other
                  acquisition of assets;

         (7)      not to purchase 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;

         (8)      not to invest in warrants more than 5% of the value of its
                  total assets, taken at the lower of cost or market value
                  (warrants initially attached to securities and acquired by the
                  Fund upon original issuance thereof shall be deemed to be
                  without value); and

         (9)      not to invest in companies for the purpose of exercising
                  control over their management, although the Trust may from
                  time to time present its views on various matters to the
                  management of issuers in which it holds investments.

At the present time, notwithstanding clause (8) above, the Capital Appreciation
Fund and the Equity Investment Fund may not invest in any warrants, as noted in
the Prospectus. Also, the Equity Income Fund has undertaken with a state
securities authority that, for so long as such Fund's shares are required to be
registered for sale in such state, the Fund's investment in warrants, valued at
the lower of cost or market, may not exceed 5% of its net assets and included
within that amount, but not to exceed 2% of the value of its net assets, may be
warrants which are not listed on the New York or American Stock Exchange.

                        ADDITIONAL INFORMATION CONCERNING
                          CERTAIN INVESTMENT TECHNIQUES

        Among other investments described below, each Fund may buy and sell
options, futures contracts and options on futures contracts with respect to
securities, securities indices, and currencies, and may enter into closing
transactions with respect to each of the foregoing under circumstances in which
such instruments and techniques are expected by State Street Research &
Management Company (the "Investment Manager") to aid in achieving the investment
objectives of a Fund. Each Fund on occasion may also purchase instruments with

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characteristics of both futures and securities (e.g., debt instruments with
interest and principal payments determined by reference to the value of a
commodity or a currency at a future time) and which, therefore, possess the
risks of both futures and securities investments.

Futures Contracts

         Futures contracts are publicly traded contracts to buy or sell
underlying assets, such as certain securities, currencies, or an index of
securities, at a future time at a specified price. A contract to buy establishes
a "long" position while a contract to sell establishes a "short" position.

         The purchase of a futures contract on an equity security or an index of
equity securities normally enables a buyer to participate in the market movement
of the underlying asset or index after paying a transaction charge and posting
margin in an amount equal to a small percentage of the value of the underlying
asset or index. Each Fund will initially be required to deposit with the Trust's
custodian or the broker effecting the futures transaction an amount of "initial
margin" in cash or U.S. Treasury obligations.

         Initial margin in futures transactions is different from margin in
securities transactions in that the former does not involve the borrowing of
funds by the customer to finance the transaction. Rather, the initial margin is
like a performance bond or good faith deposit on the contract. Subsequent
payments (called "maintenance margin") to and from the broker will be made on a
daily basis as the price of the underlying asset fluctuates. This process is
known as "marking to market." For example, when a Fund has taken a long position
in a futures contract and the value of the underlying asset has risen, that
position will have increased in value and the Fund will receive from the broker
a maintenance margin payment equal to the increase in value of the underlying
asset. Conversely, when the Fund has taken a long position in a futures contract
and the value of the underlying instrument has declined, the position would be
less valuable, and the Fund would be required to make a maintenance margin
payment to the broker.

         At any time prior to expiration of the futures contract, a Fund may
elect to close the position by taking an opposite position which will terminate
the Fund's position in the futures contract. A final determination of
maintenance margin is then made, additional cash is required to be paid by or
released to the Fund, and the Fund realizes a loss or a gain. While futures
contracts with respect to securities do provide for the delivery and acceptance
of such securities, such delivery and acceptance are seldom made.

         Futures contracts will be executed primarily (a) to establish a short
position, and thus protect a Fund from experiencing the full impact of an
expected decline in market value of portfolio holdings without requiring the
sale of holdings, or (b) to establish a long position, and thus to participate
in an expected rise in market value of securities which a Fund intends to
purchase. In transactions establishing a long position in a futures contract,
money market

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instruments equal to the face value of the futures contract will be identified
by the Fund to the Trust's custodian for maintenance in a separate account to
insure that the use of such futures contracts is unleveraged. Similarly, a
representative portfolio of securities having a value equal to the aggregate
face value of the futures contract will be identified with respect to each short
position. Each Fund will employ any other appropriate method of cover which is
consistent with applicable regulatory and exchange requirements.

Options on Securities

        Each Fund may use options on equity securities to implement its
investment strategy. A call option on a security, for example, gives the
purchaser of the option the right to buy, and the writer the obligation to sell,
the underlying asset at the exercise price during the option period. Conversely,
a put option on a security gives the purchaser the right to sell, and the writer
the obligation to buy, the underlying asset at the exercise price during the
option period.

         Purchased options have defined risk, i.e., the premium paid for the
option, no matter how adversely the price of the underlying asset moves, while
affording an opportunity for gain corresponding to the increase or decrease in
the value of the optioned asset.

         Written options have varying degrees of risk. An uncovered written call
option theoretically carries unlimited risk, as the market price of the
underlying asset could rise far above the exercise price before its expiration.
This risk is tempered when the call option is covered, i.e., when the option
writer owns the underlying asset. In this case, the writer runs the risk of the
lost opportunity to participate in the appreciation in value of the asset rather
than the risk of an out-of-pocket loss. A written put option has defined risk,
i.e., the difference between the agreed-upon price that a Fund must pay to the
buyer upon exercise of the put and the value, which could be zero, of the asset
at the time of exercise.

         The obligation of the writer of an option continues until the writer
effects a closing purchase transaction or until the option expires. To secure
his obligation to deliver the underlying asset in the case of a call option, or
to pay for the underlying asset in the case of a put option, a covered writer is
required to deposit in escrow the underlying security or other assets in
accordance with the rules of the applicable clearing corporation and exchanges.

Options on Securities Indices

         Each Fund may engage in transactions in call and put options on
securities indices. For example, a Fund may purchase put options on indices of
securities in anticipation of or during a market decline to attempt to offset
the decrease in market value of its equity securities that might otherwise
result.

         Put options on indices of securities are similar to put options on the
securities themselves except that the delivery requirements are different.
Instead of giving the right to

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make delivery of a security at a specified price, a put option on an index of
securities gives the holder the right to receive an amount of cash upon exercise
of the option if the value of the underlying index has fallen below the exercise
price. The amount of cash received will be equal to the difference between the
closing price of the index and the exercise price of the option expressed in
dollars times a specified multiple. As with options on equity securities or
futures contracts, a Fund may offset its position in index options prior to
expiration by entering into a closing transaction on an exchange or it may let
the option expire unexercised.

         A securities index assigns relative values to the securities included
in the index and the index options are based on a broad market index. Although
there are at present few available options on indices of fixed income
securities, other than tax-exempt securities, or futures and related options
based on such indices, such instruments may become available in the future. In
connection with the use of such options, a Fund may cover its position by
identifying a representative portfolio of securities having a value equal to the
aggregate face value of the option position taken. However, a Fund may employ
any appropriate method to cover its positions that is consistent with applicable
regulatory and exchange requirements.

Options on Futures Contracts

         An option on a futures contract gives the purchaser the right, in
return for the premium paid, to assume a position in a futures contract (a long
position if the option is a call and a short position if the option is a put) at
a specified exercise price at any time during the period of the option.

Options Strategy

         A basic option strategy for protecting a Fund against a decline in
securities prices could involve (a) the purchase of a put -- thus "locking in"
the selling price of the underlying securities or securities indices -- or (b)
the writing of a call on securities or securities indices held by a Fund --
thereby generating income (the premium paid by the buyer) by giving the holder
of such call the option to buy the underlying asset at a fixed price. The
premium will offset, in whole or in part, a decline in portfolio value; however,
if prices of the relevant securities or securities indices rose instead of
falling, the call might be exercised, thereby resulting in a potential loss of
appreciation in the underlying securities or securities indices.

         A basic option strategy when a rise in securities prices is anticipated
is the purchase of a call -- thus "locking in" the purchase price of the
underlying security or other asset. In transactions involving the purchase of
call options by a Fund, money market instruments equal to the aggregate exercise
price of the options will be identified by that Fund to the Trust's custodian to
insure that the use of such investments is unleveraged.

         A Fund may write options in connection with buy-and-write transactions;
that is, a Fund may purchase a security and concurrently write a call option
against that security. If the call

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option is exercised in such a transaction, the Fund's maximum gain will be the
premium received by it for writing the option, adjusted upward or downward by
the difference between the Fund's purchase price of the security and the
exercise price of the option. If the option is not exercised and the price of
the underlying security declines, the amount of such decline will be offset in
part, or entirely, by the premium received.

         The writing of covered put options is similar in terms of risk/return
characteristics to buy-and-write transactions. If the market price of the
underlying security rises or otherwise is above the exercise price, the put
option will expire worthless and the Fund's gain will be limited to the premium
received. If the market price of the underlying security declines or otherwise
is below the exercise price, the Fund's return will be the premium received from
writing the put option minus the amount by which the market price of the
security is below the exercise price.

Limitations and Risks of Options and Futures Activity

         The Funds will engage in transactions in futures contracts or options
only as a hedge against changes resulting from market conditions which produce
changes in the values of their securities or the securities which they intend to
purchase (e.g., to replace portfolio securities which will mature in the near
future) and, subject to the limitations described below, to enhance return. No
Fund will purchase any futures contract or purchase any call option if,
immediately thereafter, more than one third of the Fund's net assets would be
represented by long futures contracts or call options. No Fund will write a
covered call or put option if, immediately thereafter, the aggregate value of
the assets (securities in the case of written calls and cash or cash equivalents
in the case of written puts) underlying all such options, determined as of the
dates such options were written, would exceed 25% of that Fund's net assets. In
addition, no Fund may establish a position in a commodity futures contract or
purchase or sell a commodity option contract for other than bona fide hedging
purposes if immediately thereafter the sum of the amount of initial margin
deposits and premiums required to establish such positions for such nonhedging
purposes would exceed 5% of the market value of the Fund's net assets.

         Although effective hedging can generally capture the bulk of a desired
risk adjustment, no hedge is completely effective. Each Fund's ability to hedge
effectively through transactions in futures and options depends on the degree to
which price movements in its holdings correlate with price movements of the
futures and options.

         Some positions in futures and options may be closed out only on an
exchange which provides a secondary market therefor. There can be no assurance
that a liquid secondary market will exist for any particular futures contract or
option at any specific time. Thus, it may not be possible to close such an
option or futures position prior to maturity. The inability to close options and
futures positions also could have an adverse impact on the Funds' ability to
effectively hedge their securities and might, in some cases, require a Fund to
deposit cash to

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meet applicable margin requirements. Each Fund will enter into an option or
futures position only if it appears to be a liquid investment.

Currency Transactions

         The Funds may engage in currency exchange transactions in order to
protect against the effect of uncertain future exchange rates on securities
denominated in foreign currencies. Each Fund will conduct its currency exchange
transactions either on a spot (i.e., cash) basis at the rate prevailing in the
currency exchange market, or by entering into forward contracts to purchase or
sell currencies. Each Fund's dealings in forward currency exchange contracts
will be limited to hedging involving either specific transactions or aggregate
portfolio positions. A forward currency contract involves an obligation to
purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. These contracts are not commodities and
are entered into in the interbank market conducted directly between currency
traders (usually large commercial banks) and their customers. In entering a
forward currency contract, a Fund is dependent upon the creditworthiness and
good faith of the counterparty. Each Fund attempts to reduce the risks of
nonperformance by the counterparty by dealing only with established, reputable
institutions. Although spot and forward contracts will be used primarily to
protect a Fund from adverse currency movements, they also involve the risk that
anticipated currency movements will not be accurately predicted, which may
result in losses to such Fund. This method of protecting the value of the Fund's
portfolio securities against a decline in the value of a currency does not
eliminate fluctuations in the underlying prices of the securities. It simply
establishes a rate of exchange that can be achieved at some future point in
time. Although such contracts tend to minimize the risk of loss due to a decline
in the value of hedged currency, they tend to limit any potential gain that
might result should the value of such currency increase.

Repurchase Agreements

         The Funds may enter into repurchase agreements. Repurchase agreements
occur when a 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 Funds
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 a
Fund's ability to dispose of the underlying securities. Repurchase agreements
will be limited to 30% of a Fund's total assets, except that

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repurchase agreements extending for more than seven days when combined with any
other illiquid securities held by a Fund will be limited to 10% of a Fund's
total assets.

When-Issued Securities

         Each Fund may purchase "when-issued" securities, which are traded on a
price or yield basis prior to actual issuance. Such purchases will be made only
to achieve a 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 dividends or interest on the securities are not payable. A frequent
form of when-issued trading occurs when corporate securities to be created by a
merger of companies are traded prior to the actual consummation of the merger.
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 when a Fund 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

         Subject to the limitations on illiquid and restricted securities noted
above, a 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, 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, market making activity, and the nature of
the security and marketplace trades. Investments in Rule 144A Securities could
have the effect of increasing the level of a Fund's illiquidity to the extent
that qualified institutional buyers become, for a time, uninterested in
purchasing such securities. Also, a Fund may be adversely impacted by the
subjective valuation of such securities in the absence of a market for them.

Swap Arrangements

         Each Fund may enter into various forms of swap arrangements with
counterparties with respect to interest rates, currency rates or indices,
including purchase of caps, floors and collars as described below. In an
interest rate swap a Fund could agree for a specified period to pay a bank or
investment banker the floating rate of interest on a so-called notional
principal amount (i.e., an assumed figure selected by the parties for this
purpose) in exchange for agreement by the bank or investment banker to pay such
Fund a fixed rate of interest on the notional principal amount. In a currency
swap a Fund would agree with the other party to exchange cash flows based on the
relative differences in values of a notional amount of two (or

                                       11

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more) currencies; in an index swap, a Fund would agree to exchange cash flows on
a notional amount based on changes in the values of the selected indices.
Purchase of a cap entitles the purchaser to receive payments from the seller on
a notional amount to the extent that the selected index exceeds an agreed upon
interest rate or amount whereas purchase of a floor entitles the purchaser to
receive such payments to the extent the selected index falls below an agreed
upon interest rate or amount. A collar combines a cap and a floor.

         Most swaps entered into by a Fund will be on a net basis; for example,
in an interest rate swap, amounts generated by application of the fixed rate and
the floating rate to the notional principal amount would first offset one
another, with a Fund either receiving or paying the difference between such
amounts. In order to be in a position to meet any obligations resulting from
swaps, a Fund will set up a segregated custodial account to hold appropriate
liquid assets, including cash; for swaps entered into on a net basis, assets
will be segregated having a daily net asset value equal to any excess of a
Fund's accrued obligations over the accrued obligations of the other party,
while for swaps on other than a net basis assets will be segregated having a
value equal to the total amount of a Fund's obligations.

         These arrangements will be made primarily for hedging purposes, to
preserve the return on an investment or on a portion of a Fund's portfolio.
However, a Fund may enter into such arrangements for income purposes to the
extent permitted by the Commodities Futures Trading Commission for entities
which are not commodity pool operators, such as the Fund. In entering a swap
arrangement, a Fund is dependent upon the creditworthiness and good faith of the
counterparty. Each Fund attempts to reduce the risks of nonperformance by the
counterparty by dealing only with established, reputable institutions. The swap
market is still relatively new and emerging; positions in swap arrangements may
become illiquid to the extent that nonstandard arrangements with one
counterparty are not readily transferable to another counterparty or if a market
for the transfer of swap positions does not develop. The use of interest rate
swaps is a highly specialized activity which involves investment techniques and
risks different from those associated with ordinary portfolio securities
transactions. If the Investment Manager is incorrect in its forecasts of market
values, interest rates and other applicable factors, the investment performance
of a Fund would diminish compared with what it would have been if these
investment techniques were not used. Moreover, even if the Investment Manager is
correct in its forecasts, there is a risk that the swap position may correlate
imperfectly with the price of the asset or liability being hedged.

Industry Classifications

         In determining how much of a Fund's portfolio is invested in a given
industry, the following industry classifications, grouped by sectors, are
currently used:

                                       12

<PAGE>

Basic Industries       Consumer Staple         Science & Technology
- ----------------       ---------------         --------------------
Chemical               Business Service        Aerospace
Diversified            Container               Computer Software & Service
Electrical Equipment   Drug                    Electronic Components
Forest Products        Food & Beverage         Electronic Equipment
Machinery              Hospital Supply         Office Equipment
Metal & Mining         Personal Care
Railroad               Printing & Publishing
Truckers               Tobacco

Utility                Energy                  Consumer Cyclical
- -------                ------                  -----------------
Electric               Oil                     Airline
Natural Gas            Oil Service             Automotive
Telephone                                      Building
                                               Hotel & Restaurant
Miscellaneous          Finance                 Photography                
- -------------          -------                 Recreation
                       Bank                    Retail Trade
                       Financial Service       Textile & Apparel
                       Insurance       

Other Investment Limitations

         Each Fund has undertaken with a state securities authority that, for so
long as a Fund's shares are required to be registered for sale in such state, a
Fund will not purchase real estate limited partnerships or make investments in
oil, gas or mineral leases.

                              DEBT INSTRUMENTS AND
                           PERMITTED CASH INVESTMENTS

         As indicated in the Funds' Prospectus, the Funds may invest in
long-term and short-term debt securities. The Funds may invest in cash and
short-term securities for temporary defensive purposes when, in the opinion of
the Investment Manager, such a position is more likely to provide protection
against unfavorable market conditions than adherence to other investment
policies. Certain debt securities and money market instruments in which the
Funds may invest are described below.

                                       13

<PAGE>

         U.S. Government and Related Securities. U.S. Government securities are
securities which are issued or guaranteed as to principal or interest by the
U.S. Government, a U.S. Government agency or instrumentality, or certain
mixed-ownership Government corporations as described herein. The U.S. Government
securities in which the Fund invests include, among others:

  (bullet)   direct obligations of the U.S. Treasury, i.e., U.S. Treasury bills,
             notes, certificates and bonds;

  (bullet)   obligations of U.S. Government agencies or instrumentalities such
             as the Federal Home Loan Banks, the Federal Farm Credit Banks, the
             Federal National Mortgage Association, the Government National
             Mortgage Association and the Federal Home Loan Mortgage
             Corporation; and

  (bullet)   obligations of mixed-ownership Government corporations such as
             Resolution Funding Corporation.

         U.S. Government securities which a Fund may buy are backed in a variety
of ways by the U.S. Government, its agencies or instrumentalities. Some of these
obligations, such as Government National Mortgage Association mortgage-backed
securities, are backed by the full faith and credit of the U.S. Treasury. Other
obligations, such as those of the Federal National Mortgage Association, are
backed by the discretionary authority of the U.S. Government to purchase certain
obligations of agencies or instrumentalities, although the U.S. Government has
no legal obligation to do so. Obligations such as those of the Federal Home Loan
Banks, the Federal Farm Credit Banks, the Federal National Mortgage Association
and the Federal Home Loan Mortgage Corporation are backed by the credit of the
agency or instrumentality issuing the obligations. Certain obligations of
Resolution Funding Corporation, a mixed-ownership Government corporation, are
backed with respect to interest payments by the U.S. Treasury, and with respect
to principal payments by U.S. Treasury obligations held in a segregated account
with a Federal Reserve Bank. Except for certain mortgage-related securities, a
Fund will only invest in obligations issued by mixed-ownership Government
corporations where such securities are guaranteed as to payment of principal or
interest by the U.S. Government or a U.S. Government agency or instrumentality,
and any unguaranteed principal or interest is otherwise supported by U.S.
Government obligations held in a segregated account.

         U.S. Government securities may be acquired by a 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 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,

                                       14

<PAGE>

which then trade the component parts independently. Obligations of Resolution
Funding Corporation are similarly divided into principal and interest components
and maintained as such on the book entry records of the Federal Reserve Banks.

         In addition, the Fund may invest in 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 deemed U.S. Government securities.

         The Fund may also invest from time to time in collective investment
vehicles, the assets of which consist principally of U.S. Government securities
or other assets substantially collateralized or supported by such securities,
such as Government trust certificates.

         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. A 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. A 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

                                       15

<PAGE>

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.

         Short-Term Corporate Debt Instruments. Short-term corporate debt
instruments include commercial paper to finance short-term credit needs (i.e.,
short-term, unsecured promissory notes) issued by corporations including but not
limited to (a) domestic or foreign bank holding companies or (b) their
subsidiaries or affiliates where the debt instrument is guaranteed by the bank
holding company or an affiliated bank or where the bank holding company or the
affiliated bank is unconditionally liable for the debt instrument. Commercial
paper is usually sold on a discounted basis and has a maturity at the time of
issuance not exceeding nine months.

         Commercial Paper Ratings. Commercial paper investments at the time of
purchase will be rated A by S&P or Prime by Moody's, or, if not rated, issued by
companies having an outstanding long-term unsecured debt issue rated at least A
by S&P or by Moody's. The money market investments in corporate bonds and
debentures (which must have maturities at the date of settlement of one year or
less) must be rated at the time of purchase at least A by S&P or by Moody's.

         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
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.

                                       16

<PAGE>

         In the event the lowering of ratings of debt instruments held by the
Equity Income Fund by applicable rating agencies results in a material decline
in the overall quality of such Fund's portfolio, the Trustees of the Trust will
review the situation and take such action as they deem in the best interests of
such Fund's shareholders, including, if necessary, changing the composition of
the portfolio.

                                       17

<PAGE>

                              TRUSTEES AND OFFICERS

         The Trustees and officers of the Trust, their addresses, and their
principal occupations and positions with certain affiliates of the Investment
Manager are set forth below.

         *+Peter C. Bennett, One Financial Center, Boston, MA 02111, serves as
Vice President of the Trust. He is 57. 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 and Vice
President of State Street Research & Management Company. Mr. Bennett's other
principal business affiliation is Director, State Street Research Investment
Services, Inc.

         *+Bartlett R. Geer, One Financial Center, Boston, MA 02111 serves as
Vice President of the Trust. He is 40. His principal occupation is Senior Vice
President of State Street Research & Management Company. During the past five
years he has also served as Vice President of State Street Research & Management
Company.

         *+Frederick R. Kobrick, One Financial Center, Boston, MA 02111, serves
as Vice President of the Trust. He is 52. His principal occupation is currently,
and during the past five years has been, Senior Vice President of State Street
Research & Management Company.

         +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 69. His principal occupation during
the past five years has been Partner, Saltonstall & Co., a private investment
firm.

         *+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 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.

         *+Francis J. McNamara, III has served as Secretary and General Counsel
of the Trust since May, 1995. He is 40. 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.,

- -------------------------

* or +, see footnotes on page 20.

                                      18

<PAGE>


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.

         *+Thomas P. Moore, Jr., One Financial Center, Boston, MA 02111, serves
as Vice President of the Trust. He is 57. His principal occupation is Senior
Vice President of State Street Research & Management Company. During the past
five years he has also served as Vice President of State Street Research &
Management Company.

         +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 of Hewlett-Packard 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.

         *Daniel J. Rice III, One Financial Center, Boston, MA 02111, serves as
Vice President of the Trust. He is 43. His principal occupation is Senior Vice
President of State Street Research & Management Company. During the past five
years he has also served as Vice President of State Street Research & Management
Company.

         +Toby Rosenblatt, 3409 Pacific Avenue, San Francisco, CA 94118, serves
as Trustee of the Trust. He is 57. His 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.

         +Michael S. Scott Morton, Massachusetts Institute of Technology, 77
Massachusetts Avenue, Cambridge, MA 02139, serves as Trustee of the Trust. He is
58. 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.

         *+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

- -------------------------

* or +, see footnotes on page 20.

                                 19

<PAGE>

President and Chief Executive Officer of New England Investment Companies and as
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.

         +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 Funds' 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: State
         Street Research 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.


                                       20
<PAGE>

         Record ownership of shares of the Funds as of July 31, 1995 was as
follows:
<TABLE>
<CAPTION>

            Capital Appreciation                  Equity Investment                 Equity Income
            --------------------                  -----------------                 -------------
                                      % of                               % of                               % of
Class              Holder             Class            Holder            Class         Holder               Class
- -----              ------             -----            ------            -----         ------               -----
<S>        <C>                        <C>        <C>                     <C>       <C>                      <C>
   C       United States Trust        96.9       United States Trust     89.3      United States Trust      82.2
           Company                               Company                           Company

                                                                                   Bank of New York         11.7

   D       Metropolitan Life          15.7       Metropolitan Life       82.9      Metropolitan Life        42.2

           Merrill Lynch              45.0       Merrill Lynch            6.3      Merrill Lynch            20.8

                                                 Donaldson Lufkin         5.6      Bear Stearns             14.3
</TABLE>

The full name and address of the above institutions are:

Metropolitan Life Insurance Company (a)
One Madison Avenue
New York, New York 10010

United States Trust Company (b)(c)
770 Broadway
New York, New York 10003

Merrill Lynch, Pierce, Fenner & Smith, Inc. (c)
One Liberty Plaza, 165 Broadway
New York, New York 10080

Donaldson Lufkin Jenrette (c)
Securities Corporation, Inc.
P.O. Box 2052
Jersey City, New Jersey  07303

Bear Stearns Securities Corp. (c)
1 Metrotech Center North
Brooklyn, NY 11201

Bank of New York (c)
52 William Street
New York, NY 10005

                                       21
<PAGE>

- ---------------------------------

(a)      Metropolitan Life Insurance Company ("Metropolitan"), a New York
         corporation, was the record and/or beneficial owner, directly or
         indirectly through its subsidiaries or affiliates, of such shares.

(b)      United States Trust Company holds such shares as trustee under certain
         employee benefit plans serviced by Metropolitan.

(c)      The respective Funds believe that each named recordholder does not have
         beneficial ownership of such shares.

         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.

         As of July 31, 1995, the Trustees and officers of the Trust as a group
owned the approximate amounts of the outstanding shares of each Fund as set
forth below:

                       Class A         Class B   Class C   Class D

Capital Appreciation   less than 1%    None      None      None
Equity Investment         None         None      None      None
Equity Income             1.7%         None      None      None


                                       22
<PAGE>


   During the fiscal year ended June 30, 1995, the Trustees were compensated as
follows:

                                                                      Total
                                                                 Compensation
                                     Aggregate                  From Trust and
                                   Compensation                  Complex Paid
   Name of Trustee                 From Trust(a)                to Trustees(b)

Edward M. Lamont                       $10,300                       $58,446
Robert A. Lawrence                     $10,300                       $86,110
Dean O. Morton                         $11,500                       $95,360
Thomas L. Phillips                     $10,500                       $65,560
Toby Rosenblatt                        $10,300                       $58,446
Michael S. Scott Morton                $12,300                       $96,510
Ralph F.Verni                          $     0                       $     0
Jeptha H. Wade                         $10,500                       $65,860

         (a)      Includes compensation from multiple Series of the Trust. See
                  "Distribution of Shares" for a listing of series.

         (b)      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 Trust does not provide any pension or retirement
                  benefits for the Trustees.

                          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 each Fund. The Advisory
Agreement provides that the Investment Manager shall furnish each 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 each Fund to the Investment Manager
is computed as a percentage of the average of the value of the net assets of
such Fund 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 0.65% of the net
assets of the Equity Investment Fund and the Equity Income Fund and 0.75% of the
net assets of the Capital Appreciation Fund. The Funds


                                       23
<PAGE>

have 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 each Fund.

         The advisory fees paid by each Fund to the Investment Manager for the
last three fiscal years, prior to the assumption of fees or expenses, were as
follows:

                                                     Year ended June 30

                                            1995            1994            1993
                                            ----            ----            ----

Capital Appreciation Fund             $3,124,753      $2,338,561      $1,233,514
Equity Investment Fund                  $486,807        $385,472        $313,934
Equity Income Fund                      $521,730        $415,128        $317,738

         The voluntary reduction of fees or assumption of expenses for the same
periods were as follows:

                                                    Year ended June 30

                                             1995            1994           1993
                                             ----            ----           ----

Capital Appreciation Fund              $1,056,327*       $985,266       $271,934
Equity Investment Fund                   $362,010        $303,297        $50,640
Equity Income Fund                       $333,725        $328,184        $56,836

- ------------------

* For the period of July 1, 1994 through March 9, 1995; on March 10, 1995, the
Distributor eliminated the voluntary assumption of fees or expenses incurred by
the Capital Appreciation Fund.

         Further, to the extent required under applicable state regulatory
requirements, the Investment Manager will reduce its management fee for a Fund
up to the amount of any expenses (excluding permissible items, such as Rule
12b-1 Distribution Plan payments, brokerage commissions, interest, taxes and
litigation expenses) paid or incurred by such Fund in any fiscal year which
exceed specified percentages of the average daily net assets of such 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.

                                       24
<PAGE>

         The Advisory Agreement provides that it shall continue in effect from
year to year with respect to each Fund as long as it is approved at least
annually both (i) by a vote of a majority of the outstanding voting securities
of such 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.

         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 Funds, 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 a Fund's 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 in accordance with certain
conditions relating to an employee's position, the identity of the security, the
timing of the transaction, and similar factors. Such employees must report their
personal securities transactions quarterly and supply broker confirmations of
such transactions to the Investment Manager.

                        PURCHASE AND REDEMPTION OF SHARES

         Shares of the Funds are distributed by the Distributor. The Funds offer
four 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 shares, a sales
charge which, at the election of the investor, may be imposed (i) at the time of
purchase (the Class A shares) or (ii) on a deferred basis (the Class B and Class
D shares). General information on how to buy shares of the Funds, as well as
sales charges involved, are set forth under "Purchase of Shares" in the
Prospectus. The following supplements that information.

                                       25
<PAGE>


         Public Offering Price. The public offering price for each class of
shares is based on their net asset value determined as of the close of the NYSE
on the day the purchase order is received by State Street Research Shareholder
Services provided that the order is received prior to the close of the NYSE on
that day; otherwise the net asset value used is that determined as of the close
of the NYSE on the next day it is open for unrestricted trading. When a purchase
order is placed through a dealer, that dealer is responsible for transmitting
the order promptly to State Street Research Shareholder Services in order to
permit the investor to obtain the current price. Any loss suffered by an
investor which results from a dealer's failure to transmit an order promptly is
a matter for settlement between the investor and the dealer.

         Reduced Sales Charges - For purposes of determining whether a purchase
of Class A shares qualifies for reduced sales charges, the term "person"
includes: (i) an individual, or an individual combining with his or her spouse
and their children and purchasing for his, her or their own account; (ii) a
"company" as defined in Section 2(a)(8) of the 1940 Act; (iii) a trustee or
other fiduciary purchasing for a single trust estate or single fiduciary account
(including a pension, profit sharing or other employee benefit trust created
pursuant to a plan qualified under Section 401 of the Internal Revenue Code);
(iv) a tax-exempt organization under Section 501(c)(3) or (13) of the Internal
Revenue Code; and (v) an employee benefit plan of a single employer or of
affiliated employers.

         Investors may purchase Class A shares of the Funds at reduced sales
charges by executing a Letter of Intent to purchase no less than an aggregate of
$100,000 of a Fund or any combination of Class A shares of "Eligible Funds" as
designated by the Distributor within a 13-month period. The sales charge
applicable to each purchase made pursuant to a Letter of Intent will be that
which would apply if the total dollar amount set forth in the Letter of Intent
were being bought in a single transaction. Purchases made within a 90-day period
prior to the execution of a Letter of Intent may be included therein; in such
case the date of the earliest of such purchases marks the commencement of the
13-month period.

         An investor may include toward completion of a Letter of Intent the
value (at the current public offering price) of all of his or her Class A shares
of the Funds and of any of the other Class A shares of Eligible Funds held of
record as of the date of his or her Letter of Intent, plus the value (at the
current offering price) as of such date of all of such shares held by any
"person" described herein as eligible to join with the investor in a single
purchase. Class B, Class C and Class D shares may also be included in the
combination under certain circumstances.

         A Letter of Intent does not bind the investor to purchase the specified
amount. Shares equivalent to 5% of the specified amount will, however, be taken
from the initial purchase (or, if necessary, subsequent purchases) and held in
escrow in the investor's account as collateral against the higher sales charge
which would apply if the total purchase is not completed within the allotted
time. The escrowed shares will be released when the Letter of Intent is
completed or, if it is not completed, when the balance of the higher sales
charge is, upon notice, remitted


                                       26
<PAGE>

by the investor. All dividends and capital gains distributions with respect to
the escrowed shares will be credited to the investor's account.

         Investors may purchase Class A shares of the Funds or a combination of
Eligible Funds at reduced sales charges pursuant to a Right of Accumulation. The
applicable sales charge under the right is determined on the amount arrived at
by combining the dollar amount of the purchase with the value (at the current
public offering price) of all Class A shares of the other Eligible Funds owned
as of the purchase date by the investor plus the value (at the current public
offering price) of all such shares owned as of such date by any "person"
described herein as eligible to join with the investor in a single purchase.
Class B, Class C and Class D shares may also be included in the combination
under certain circumstances. Investors must submit to the Distributor sufficient
information to show that they qualify for this Right of Accumulation.

         Class C Shares - Class C shares are currently available to certain
benefit plans such as qualified retirement plans, other than individual
retirement accounts and self-employed retirement plans, which meet criteria
relating to level of assets, number of participants, service agreements, or
similar factors; banks and insurance companies; endowment funds of nonprofit
organizations with substantial minimum assets; and other similar institutional
investors.

         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, a Fund may issue its shares at net asset
value (or more) to such entities or to their security holders.

         Redemptions. The Funds reserve 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, a Fund may limit the amount of
redemption proceeds paid in cash. Although it has no present intention to do so,
a 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 such 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.

                                 NET ASSET VALUE

         The net asset value of the shares of each Fund is determined once daily
as of the close of the NYSE, ordinarily 4 P.M. New York City time, Monday
through Friday, on each day during which the NYSE is open for unrestricted
trading. 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.


                                       27
<PAGE>

         The net asset value per share of a Fund is computed by dividing the sum
of the value of the securities held by the Fund plus any cash or other assets
minus all liabilities by the total number of outstanding shares of the Fund at
such time. Any expenses, except for extraordinary or nonrecurring expenses,
borne by a Fund, including the investment management fee payable to the
Investment Manager, are accrued daily.

         In determining the values of portfolio assets as provided below, the
Trustees utilize one or more pricing services in lieu of market quotations for
certain securities which are not readily available on a daily basis. Such
services may provide prices determined as of times prior to the close of the
NYSE.

         In general, securities are valued as follows. Securities which are
listed or traded on the New York or American Stock Exchange are valued at the
price of the last quoted sale on the respective exchange for that day.
Securities which are listed or traded on a national securities exchange or
exchanges, but not on the New York or American Stock Exchange, are valued at the
price of the last quoted sale on the exchange for that day prior to the close of
the NYSE. Securities not listed on any national securities exchange which are
traded "over the counter" and for which quotations are available on the National
Association of Securities Dealers' NASDAQ System are valued at the closing price
supplied through such system for that day at the close of the NYSE. Other
securities are, in general, valued at the mean of the bid and asked quotations
last quoted prior to the close of the NYSE if there are market quotations
readily available, or in the absence of such market quotations, then at the fair
value thereof as determined by or under authority of the Trustees of the Trust
utilizing such pricing services as may be deemed appropriate. Securities deemed
restricted as to resale are valued at the fair value thereof as determined by or
in accordance with methods adopted by the Trustees of the Trust.

         Short-term debt instruments issued with a maturity of one year or less
which have a remaining maturity of 60 days or less are valued using the
amortized cost method, provided that during any period in which more than 25% of
a Fund's total assets is invested in short-term debt securities the current
market value of such securities will be used in calculating net asset value per
share in lieu of the amortized cost method. The amortized cost method is used
when the value obtained is fair value. Under the amortized cost method of
valuation, the security is initially valued at cost on the date of purchase (or
in the case of short-term debt instruments purchased with more than 60 days
remaining to maturity, the market value on the 61st day prior to maturity), and
thereafter a constant amortization to maturity of any discount or premium is
assumed regardless of the impact of fluctuating interest rates on the market
value of the security.

                                       28
<PAGE>

                             PORTFOLIO TRANSACTIONS

Portfolio Turnover

         A 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). The Funds' portfolio turnover rates for the fiscal years ended
June 30, 1994 and 1995, respectively, were as follows: Capital Appreciation
Fund, 147.73% and 217.28%, Equity Investment Fund, 62.93% and 47.93%, and Equity
Income Fund, 73.96% and 67.50%.

         The Investment Manager believes the portfolio turnover rate for the
fiscal year ended June 30, 1995, for the Capital Appreciation Fund was
significantly higher than that for the previous fiscal year because the unusual
market volatility during the period stimulated increased selling of portfolio
securities where it appeared that gains should be taken in a high market and
conversely, where it appeared that losses could be minimized in a down market.

         The Investment Manager believes the portfolio turnover rate for the
fiscal year ended June 30, 1995, for the Equity Investment Fund was
significantly lower than that for the previous fiscal year because the Fund's
portfolio was relatively better positioned for the then market than in prior
years.

         The Investment Manager believes the portfolio turnover rate for the
fiscal year ended June 30, 1994 for the Equity Investment Fund was significantly
lower than that for the previous fiscal year because during the year the Fund's
assets grew through net sales of new shares, thus allowing the Fund to
reposition its portfolio without selling portfolio securities.

Brokerage Allocation

         The Funds 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 Funds may do business.
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.


                                       29
<PAGE>

         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 Funds 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 Funds or other
clients of the Investment Manager.

         Neither the Funds 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 Funds 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 Funds 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. Brokerage commissions paid by the Funds for the last three
fiscal years were as follows:

                                                     Year ended June 30
                                            1995            1994            1993
                                            ----            ----            ----

Capital Appreciation Fund             $2,090,474      $1,119,166        $487,888
Equity Investment Fund                   $90,811         $95,640        $108,343
Equity Income Fund                      $175,736        $192,943        $115,242

         During and at the end of its most recent fiscal year, no Fund held in
its portfolio securities of any entity that might be deemed to be a regular
broker-dealer of such 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 one or more of the
Funds as well as for the portfolio of one or more of its other clients. In this
event, a purchase 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.


                                       30
<PAGE>

         On occasions when the Investment Manager deems the purchase or sale of
a security to be in the best interests of a 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 Funds. In some instances, this
procedure may affect the price and size of the positions obtainable for the
Funds.

                               CERTAIN TAX MATTERS

Federal Income Taxation of the Funds -- in General

         Each 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 they cannot give complete
assurance that they will do so. Accordingly, a 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) stock 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).

         The 30% test will limit the extent to which a Fund may sell securities
held for less than three months; write options which expire in less than three
months; and effect closing transactions with respect to call or put options that
have been written or purchased within the preceding three months. (If a Fund
purchases a put option for the purpose of hedging an underlying portfolio
security, the acquisition of the option is treated as a short sale of the
underlying security unless, for purposes only of the 30% test, the option and
the security are acquired on the same date.) Finally, as discussed below, this
requirement may also limit investments by a Fund in options on stock indices,
listed options on nonconvertible debt

                                       31
<PAGE>

securities, futures contracts, options on interest rate futures contracts and
certain foreign currency contracts.

         If a 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 such 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
receive a return of capital that would reduce the basis of their shares of such
Fund to the extent thereof. Any distribution in excess of a shareholder's basis
in the shareholder's shares would be taxable as gain realized from the sale of
such shares.

         A 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 a 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. Each Fund
intends to make sufficient distributions to avoid this 4% excise tax.

Federal Income Taxation of the Funds' Investments

         Original Issue Discount. For federal income tax purposes, debt
securities purchased by a Fund may be treated as having original issue discount.
Original issue discount represents interest for federal income tax purposes and
can generally be defined as the excess of the stated redemption price at
maturity of a debt obligation over the issue price. Original issue discount is
treated for federal income tax purposes as income earned by a Fund, whether or
not any income is actually received, and therefore is subject to the
distribution requirements of the Code. Generally, the amount of original issue
discount is determined on the basis of a constant yield to maturity which takes
into account the compounding of accrued interest. Under section 1286 of the
Code, an investment in a stripped bond or stripped coupon may result in original
issue discount.

         Debt securities may be purchased by a Fund at a discount that exceeds
the original issue discount plus previously accrued original issue discount
remaining on the securities, if any, at the time a Fund purchases the
securities. This additional discount represents market discount for federal
income tax purposes. In the case of any debt security issued after July 18,
1984, having a fixed maturity date of more than one year from the date of issue
and having market discount, the gain realized on disposition will be treated as
interest to the extent it does not exceed the accrued market discount on the
security (unless a Fund elects to include such accrued market discount in income
in the tax year to which it is attributable). Generally, market discount is
accrued on a daily basis. A Fund may be required to capitalize, rather than

                                       32
<PAGE>

deduct currently, part or all of any direct interest expense incurred or
continued to purchase or carry any debt security having market discount, unless
a Fund makes the election to include market discount currently. Because each
Fund must include original issue discount in income, it will be more difficult
for such Fund to make the distributions required for such Fund to maintain its
status as a regulated investment company under Subchapter M of the Code or to
avoid the 4% excise tax described above.

         Options and Futures Transactions. Certain of a Fund's investments may
be subject to provisions of the Code that (i) require inclusion of unrealized
gains or losses in a Fund's income for purposes of the 90% test, the 30% test,
the excise tax and the distribution requirements applicable to regulated
investment companies; (ii) defer recognition of realized losses; and (iii)
characterize both realized and unrealized gain or loss as short-term or
long-term gain or loss. Such provisions generally apply to, among other
investments, options on debt securities, indices on securities and futures
contracts.

Federal Income Taxation of Shareholders

         Dividends paid by a Fund may be eligible for the 70% dividends-received
deduction for corporations. The percentage of a Fund's dividends eligible for
such tax treatment may be less than 100% to the extent that less than 100% of a
Fund's gross income may be from qualifying dividends of domestic corporations.
Any dividend declared in October, November or December and made payable to
shareholders of record in any such month is treated as received by such
shareholder on December 31, provided that such Fund pays the dividend during
January of the following calendar year.

         Distributions by a Fund can result in a reduction in the fair market
value of such Fund's shares. Should a distribution reduce the fair market value
below a shareholder's cost basis, such distribution nevertheless may be taxable
to the shareholder as ordinary income or long-term capital gain, even though,
from an investment standpoint, it may constitute a partial return of capital. In
particular, investors should be careful to consider the tax implications of
buying shares just prior to a taxable distribution. The price of shares
purchased at that time includes the amount of any forthcoming distribution.
Those investors purchasing shares just prior to a taxable distribution will then
receive a return of investment upon distribution which will nevertheless be
taxable to them.

                       DISTRIBUTION OF SHARES OF THE FUNDS

         State Street Research Equity Trust (formerly, MetLife - State Street
Equity Trust) is currently comprised of the following series: State Street
Research Capital Appreciation Fund, State Street Research Equity Investment
Fund, State Street Research Equity Income Fund, and State Street Research Global
Resources Fund (formerly, MetLife - State Street Research Capital Appreciation
Fund, MetLife - State Street Research Equity Investment Fund, MetLife - State

                                       33
<PAGE>

Street Research Equity Income Fund and State Street Research Global Energy Fund,
respectively). The Trustees have authorized shares of the Funds to be issued in
four classes: Class A, Class B, Class C and Class D 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 Funds. Shares of the Funds are
sold through dealers who have entered into sales agreements with the
Distributor. The Distributor distributes shares of the Funds on a continuous
basis at an offering price which is based on the net asset value per share of
the applicable Fund plus (subject to certain exceptions) a sales charge which,
at the election of the investor, may be imposed (i) at the time of purchase (the
Class A shares) or (ii) on a deferred basis (Class B and Class D shares). The
Distributor may reallow all or portions of such sales charges as concessions to
dealers.

         Total sales charges on Class A shares paid to the Distributor for the
last three fiscal years were as follows:

                                                    Year ended June 30
                                            1995            1994            1993
                                            ----            ----            ----

Capital Appreciation Fund             $1,130,659      $1,714,899      $1,929,032
Equity Investment Fund                   $76,485         $89,774        $218,460
Equity Income Fund                       $97,853        $239,481        $315,990

         For the same periods, the Distributor retained the following amounts
after reallowance of concessions to dealers:

                                                    Year ended June 30
                                                1995          1994          1993
                                                ----          ----          ----

Capital Appreciation Fund                   $129,102      $195,517      $237,099
Equity Investment Fund                        $9,124       $10,445       $26,507
Equity Income Fund                           $11,212       $28,320       $39,133

                                       34
<PAGE>

         The differences in the price at which the Funds' Class A shares are
offered due to scheduled variations in sales charges, as described in the Funds'
Prospectus, result from cost savings inherent in economies of scale. Management
believes that the cost of sales efforts of the Distributor and broker-dealers
tends to decrease as the size of purchases increases, or does not involve any
incremental sales expenses as in the case of, for example, exchanges,
reinvestments or dividend investments at net asset value. Similarly, no
significant sales effort is necessary for sales of shares at net asset value to
certain Directors, Trustees, officers, employees, their relatives and other
persons directly or indirectly related to the Funds or associated entities.
Where shares of the Funds are offered at a reduced sales charge or without a
sales charge pursuant to sponsored arrangements and managed fee-based programs,
the amount of the sales charge reduction will similarly reflect the anticipated
reduction in sales expenses associated with such arrangements. The reductions in
sales expenses, and therefore the reduction in sales charge, will vary depending
on factors such as the size and other characteristics of the organization or
program, and the nature of its membership or the participants. The Funds reserve
the right to make variations in, or eliminate, sales charges at any time or to
revise the terms of or to suspend or discontinue sales pursuant to sponsored
arrangements at any time.

         On any sale of Class A shares to a single investor in the amount of
$1,000,000 or more, the Distributor will pay the authorized securities dealer
making such sale a commission on the shares sold. Such commission also is
payable to authorized securities dealers upon sales of Class A shares made
pursuant to a Letter of Intent to purchase shares having a net asset value of
$1,000,000 or more. Shares sold with such commissions payable are subject to a
one-year contingent deferred sales charge of 1.00% on any portion of such shares
redeemed within one year following their sale. After a particular purchase of
Class A shares is made under the Letter of Intent, the commission will be paid
only in respect of that particular purchase of shares. If the Letter of Intent
is not completed, the commission paid will be deducted from any discounts or
commissions otherwise payable to such dealer in respect of shares actually sold.
If an investor is eligible to purchase shares at net asset value on account of
the Right of Accumulation, the commission will be paid only in respect of the
incremental purchase at net asset value.

         For the periods shown below, the Distributor received contingent
deferred sales charges upon redemption of Class A, Class B and Class D shares of
the Funds and paid initial commissions to securities dealers for sales of such
Class A, Class B and Class D shares as follows:


                                       35
<PAGE>

<TABLE>

<CAPTION>
                                                                                                       June 1, 1993
                                                                                                      (Commencement of
                                            Fiscal Year Ended            Fiscal Year Ended         share class designations
                                               June 30, 1995               June 30, 1994               to June 30, 1993

                            Contingent                       Contingent                            Contingent
                             Deferred       Commissions       Deferred         Commissions          Deferred         Commissions
                           Sales Charges   Paid to Dealers   Sales Charges    Paid to Dealers      Sales Charges    Paid to Dealers
                           -------------   ---------------   -------------    ---------------      -------------    ---------------
<S>                         <C>              <C>                <C>             <C>                      <C>            <C>   
Capital Appreciation Fund
         Class A            $  2,653         $        0         $     0         $        0               $0             $     0
         Class B            $394,360         $1,033,301         $62,521         $1,424,770               $0             $80,570
         Class D            $    305         $        0         $   148         $   19,784               $0             $     0

Equity Investment Fund
         Class A            $      0         $        0         $     0         $        0               $0             $     0
         Class B            $ 18,766         $   57,654         $  3,372        $   74,304               $0             $ 1,931
         Class D            $    260         $        0         $      0        $      586               $0             $     0

Equity Income Fund
         Class A            $    265         $        0         $      0        $         0              $0             $     0
         Class B            $ 50,949         $ 130,203          $  7,538        $   286,536              $0             $17,779
         Class C            $    632         $        0         $      0        $     7,655              $0             $     0

</TABLE>

                                       36
<PAGE>

         Each Fund has adopted a "Plan of Distribution Pursuant to Rule 12b-1"
(the "Distribution Plan") under which the Funds may engage, directly or
indirectly, in financing any activities primarily intended to result in the sale
of Class A, 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 Funds and reports for recipients other than
existing shareholders of the Funds, and obtaining such information, analyses and
reports with respect to marketing and promotional activities and investor
accounts as the Funds 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 service 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 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 (i) with respect to Class A shares, an annual rate of 0.25% of the
average daily value of net assets represented by such Class A shares, and (ii)
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 Funds for rendering service to shareholders on an
ongoing basis. Such amounts are based on the net asset value of shares of the
Funds 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 Funds. 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.

                                       37
<PAGE>

         During the fiscal year ended June 30, 1995, the Funds paid the
Distributor fees under the Distribution Plan and the Distributor used all of
such payments for expenses incurred on behalf of the Funds as follows:

Capital Appreciation Fund
<TABLE>
<CAPTION>
                                             Class A                   Class B                  Class D
<S>                                        <C>                       <C>                      <C>

Advertising                                $        0                $       0                 $  1,748

Printing and mailing
 of prospectuses to
 other than current
 shareholders                                       0                        0                      558

Compensation to dealers                     1,092,589                  693,983                   18,400

Compensation to sales
 personnel                                          0                        0                    5,163

Interest                                            0                        0                        0

Carrying or other
 financing charges                                  0                        0                        0

Other expenses:  marketing; general                 0                        0                    4,064
                                           ----------                 --------                  -------

Total fees                                 $1,092,589                 $693,983                  $29,933
                                           ==========                 ========                  =======
</TABLE>



                                       38
<PAGE>

Equity Investment Fund

<TABLE>
<CAPTION>
                                              Class A                    Class B                 Class D
<S>                                          <C>                       <C>                        <C>
Advertising                                  $      0                  $     0                    $  826

Printing and mailing
 of prospectuses to
 other than current
 shareholders                                       0                        0                       264

Compensation to dealers                       124,247                   49,256                       777

Compensation to sales
 personnel                                          0                        0                     2,462

Interest                                            0                        0                         0

Carrying or other
 financing charges                                  0                        0                         0

Other expenses:  marketing; general                 0                        0                     1,919
                                             --------                  -------                    ------
Total fees                                   $124,247                  $49,256                    $6,248
                                             ========                  =======                    ======
</TABLE>

Equity Income Fund

<TABLE>
<CAPTION>
                                           Class A                  Class B                   Class D

<S>                                      <C>                      <C>                         <C>
Advertising                              $        0               $       0                   $ 1,564

Printing and mailing
 of prospectuses to
 other than current
 shareholders                                      0                      0                       499

Compensation to dealers                      169,569                134,121                     3,331

Compensation to sales
 personnel                                        0                       0                     4,663

Interest                                          0                       0                         0

Carrying or other
 financing charges                                0                       0                         0

Other expenses:  marketing; general               0                       0                     3,635
                                           --------                --------                   -------
Total fees                                 $169,569                $134,121                   $13,692
                                           ========                ========                   =======
</TABLE>


                                       39
<PAGE>


         The Distributor may have also used additional resources of its own for
further expenses on behalf of the Funds.

         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 Funds will make alternative
arrangements for such services for shareholders who acquired shares through such
institutions.

                         CALCULATION OF PERFORMANCE DATA

         The average annual total return ("standard total return") and yield of
the Class A, Class B, Class C and Class D shares of the Funds will be calculated
as set forth below. Total return and yield are computed separately for each
class of shares of the Funds. Performance data for a specified class includes
periods prior to the adoption of class designations. Shares of the Funds 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 below reflects Rule 12b-1 fees and, where
applicable, sales charges as follows:

<TABLE>
<CAPTION>
                                 Rule 12b-1 Fees                                        Sales Charges
Class    Amount                     Period
<S>      <C>               <C>                                         <C>                       
   A     0.25%             0.50% until March 10, 1995;                 Maximum 4.5% sales charge reflected
                           0.25 thereafter

   B     1.00%             0.50% until June 1, 1993; 1.00%             1- and 5-year periods reflect a 5% and
                           June 1, 1993 to present; fee will reduce    a 2% contingent deferred sales charge,
                           performance for periods after June 1,       respectively
                           1993

   C     None              0.50% until June 1, 1993;                   None
                           0% thereafter

   D     1.00%             0.50% until June 1, 1993; 1.00%             1-year period reflects a 1% contingent
                           June 1, 1993 to present; fee will reduce    deferred sales charge
                           performance for periods after June 1,
                           1993
</TABLE>

         All calculations of performance data in this section reflect the
voluntary measures by the Funds' affiliates to reduce fees or expenses relating
to the Funds; see "Accrued Expenses" later in this section.


                                       40
<PAGE>


Total Return

         The Funds' average annual total returns ("standard total return") of
each class of shares were as follows:

<TABLE>
<CAPTION>
                                         Commencement of
                                           Operations                      Five Years                      One Year
                                        (August 25, 1986)                     Ended                         Ended
Fund                                    to June 30, 1995                  June 30, 1995                  June 30, 1995
- ----                                    -----------------                 -------------                  -------------
                                   with subsidy   without subsidy   with subsidy   without subsidy   with subsidy   without subsidy
                                   ------------   ---------------   ------------   ---------------   ------------   ---------------
<S>                                   <C>             <C>              <C>            <C>               <C>            <C>
Capital Appreciation
    Class A                           15.76%          15.28%           16.44%         16.18%            26.59%         26.34%
    Class B                           16.21%          15.72%           17.03%         16.17%            26.86%         26.59%
    Class C                           16.48%          16.00%           17.73%         17.47%            33.06%         32.79%
    Class D                           16.23%          15.75%           17.28%         17.02%            30.79%         30.52%

Equity Investment
    Class A                           10.19%           N/A              8.80%           N/A             13.01%           N/A
    Class B                           10.62%           N/A              9.27%           N/A             12.70%           N/A
    Class C                           10.87%           N/A             10.00%           N/A             18.83%           N/A
    Class D                           10.61%           N/A              9.54%           N/A             16.53%           N/A

Equity Income
    Class A                            9.23%           N/A              8.63%           N/A             10.90%           N/A
    Class B                            9.63%           N/A              9.08%           N/A             10.43%           N/A
    Class C                            9.89%           N/A              9.83%           N/A             16.64%           N/A
    Class D                            9.62%           N/A              9.34%           N/A             14.33%           N/A
</TABLE>

         Standard total return is computed separately for each class of shares
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

                                       41
<PAGE>

                  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

         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 a 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 later
herein.

Yield

         The annualized yield of each class of shares of the Equity Income Fund
based on the month of June 1995 was as follows:

     Class A                                        2.43%
     Class B                                        1.76%
     Class C                                        2.81%
     Class D                                        1.76%

         Yield for the Equity Income Fund's Class A, Class B, Class C and Class
D shares is computed by dividing the net investment income per share earned
during a recent month or other specified 30-day period by the maximum offering
price per share on the last day of the period and annualizing the result in
accordance with the following formula:

                                 YIELD = 2[(a-b + 1)6 -1]
                                                   cd

Where:            a       =      dividends and interest earned during the period

                  b       =      expenses accrued for the period (net of
                                 voluntary expense reductions by the Investment
                                 Manager)

                  c       =      the average daily number of shares outstanding
                                 during the period that were entitled to receive
                                 dividends

                  d       =      the maximum offering price per share on the
                                 last day of the period

         To calculate interest earned (for the purpose of "a" above) on debt
obligations, the Equity Income Fund computes the yield to maturity of each
obligation held by such Fund based on the market value of the obligation
(including actual accrued interest) at the close of the last business day of the
preceding period, or, with respect to obligations purchased during the period,
the purchase price (plus actual accrued interest). The yield to maturity is then
divided

                                       42
<PAGE>

by 360 and the quotient is multiplied by the market value of the obligation
(including actual accrued interest) to determine the interest income on the
obligation for each day of the period that the obligation is in the portfolio.
Dividend income is recognized daily based on published rates.

         With respect to the treatment of discount and premium on mortgage or
other receivables-backed obligations which are expected to be subject to monthly
payments of principal and interest ("paydowns"), the Fund accounts for gain or
loss attributable to actual monthly paydowns as realized capital gain or loss
during the period. The Fund has elected not to amortize discount or premium on
such securities.

         Undeclared earned income, computed in accordance with generally
accepted accounting principles, may be subtracted from the maximum offering
price. Undeclared earned income is the net investment income which, at the end
of the base period, has not been declared as a dividend, but is reasonably
expected to be declared as a dividend shortly thereafter. The maximum offering
price includes, as applicable, a maximum sales charge of 4.5%.

         All accrued expenses are taken into account as described later herein.

         Yield information is useful in reviewing the Equity Income Fund's
performance, but because yields fluctuate, such information cannot necessarily
be used to compare an investment in the Fund's shares with bank deposits,
savings accounts and similar investment alternatives which often are insured
and/or provide an agreed or guaranteed fixed yield for a stated period of time.
Shareholders should remember that yield is a function of the kind and quality of
the instruments in the Fund's portfolio, portfolio maturity and operating
expenses and market conditions.

Accrued Expenses

         Accrued expenses include all recurring expenses that are charged to all
shareholder accounts in proportion to the length of the base period. The
standard total return and yield results take sales charges, if applicable, into
account, although the results 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 during the subject period. In the absence of such
subsidization, the performance of the Funds would have been lower.

Nonstandardized Total Return

         A Fund may provide the above described standard total return results
for Class A, Class B, Class C and Class D shares for periods which end no
earlier than the most recent


                                       43
<PAGE>


calendar quarter end and which begin twelve months before, five years before and
at the time of commencement of such Fund's operations. In addition, a Fund may
provide nonstandardized total return results for differing periods, such as for
the most recent six months, and/or without taking sales charges 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 Funds'
nonstandardized total returns for the six months ended June 30, 1995, without
taking sales charges into account, were as follows:

                                   with subsidy               without subsidy
                                   ------------               ---------------
Capital Appreciation Fund
     Class A                          20.63%                      20.51%
     Class B                          20.30%                      20.18%
     Class C                          20.77%                      20.65%
     Class D                          20.13%                      20.01%

Equity Investment Fund
     Class A                          17.85%                       N/A
     Class B                          17.51%                       N/A
     Class C                          18.08%                       N/A
     Class D                          17.52%                       N/A

Equity Income Fund
     Class A                          15.32%                       N/A
     Class B                          14.81%                       N/A
     Class C                          15.43%                       N/A
     Class D                          14.82%                       N/A

Distribution Rates

         A Fund may also quote its distribution rate for each class of shares.
The distribution rate is calculated by annualizing the latest per-share
distribution from ordinary income and dividing the result by the maximum
offering price per share as of the end of the period to which the distribution
relates. A distribution can include gross investment income from debt
obligations purchased at a premium and in effect include a portion of the
premium paid. A distribution can also include nonrecurring, gross short-term
capital gains without recognition of any unrealized capital losses. Further, a
distribution can include income from the sale of options by a Fund even though
such option income is not considered investment income under generally accepted
accounting principles.

         Because a distribution can include such premiums, capital gains and
option income, the amount of the distribution may be susceptible to control by
the Investment Manager through

                                       44
<PAGE>

transactions designed to increase the amount of such items. Also, because the
distribution rate is calculated in part by dividing the latest distribution by
the offering price, which is based on net asset value plus any applicable sales
charge, the distribution rate will increase as the net asset value declines. A
distribution rate can be greater than the yield rate calculated as described
above.

         The distribution rate of each class of the Equity Income Fund, based on
the quarter ended June 30, 1995, was as follows:

     Class A                                        2.28%
     Class B                                        2.05%
     Class C                                        2.63%
     Class D                                        2.09%

                                    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 Funds' cash and securities, handling the receipt and delivery of
securities and collecting interest and dividends on the Funds' 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) audits of the Funds' 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 Funds.


                                       45
<PAGE>

                              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 are for the Funds' fiscal year ended
June 30, 1995. On November 1, 1995, MetLife - State Street Research Capital
Appreciation Fund, MetLife - State Street Research Equity Investment Fund and
MetLife - State Street Research Equity Income Fund changed their names to "State
Street Research Capital Appreciation Fund," "State Street Research Equity
Investment Fund" and "State Street Research Equity Income Fund," respectively.

                                       46
<PAGE>


METLIFE-STATE STREET RESEARCH CAPITAL APPRECIATION FUND

INVESTMENT PORTFOLIO
June 30, 1995
                                                             Value
                                            Shares         (Note 1)
                                           ----------   -------------
COMMON STOCKS 98.0%
Basic Industries 2.7%
Chemical 0.5%
Potash Corp. of Saskatchewan, Inc.           43,100      $  2,408,212
                                                        -------------
Diversified 0.4%
Thermedics, Inc.*                           102,750         2,003,625
                                                        -------------
Electrical Equipment 0.8%
Trimble Navigation Ltd.*                    138,000         3,915,750
                                                        -------------
Machinery 1.0%
AGCO Corp.*                                 134,600         5,047,500
                                                        -------------
Total Basic Industries                                     13,375,087
                                                        -------------
Consumer Cyclical 33.7%
Airline 9.8%
AMR Corp.*                                  232,400        17,342,850
Delta Air Lines, Inc.                       104,000         7,670,000
Northwest Airlines Corp. Cl. A*             232,000         8,207,000
Southwest Airlines Co.                      235,000         5,610,625
UAL Corp.*                                   74,800        10,490,700
                                                        -------------
                                                           49,321,175
                                                        -------------
Automotive 2.2%
Danaher Corp.                                71,200         2,153,800
Exide Corp.                                 190,300         8,182,900
Team Rental Group, Inc. Cl. A*               87,500           634,375
                                                        -------------
                                                           10,971,075
                                                        -------------
Hotel & Restaurant 2.2%
Doubletree Corp.*                            75,400         1,625,813
Hospitality Franchise System, Inc.*         109,700         3,798,363
La Quinta Inns, Inc.                        166,887         4,505,949
Station Casinos, Inc.*                       64,300         1,109,175
                                                        -------------
                                                           11,039,300
                                                        -------------
Recreation 2.3%
American Radio Systems Corp.*                30,600           696,150
Anthony Industries, Inc.                     74,500         1,368,938
Time Warner, Inc.                           136,900         5,630,013
Trump Hotels & Casino Resorts, Inc.*        303,100         4,053,963
                                                        -------------
                                                           11,749,064
                                                        -------------
Retail Trade 12.1%
Bed Bath & Beyond, Inc.*                     45,100         1,068,329
Circuit City Stores, Inc.                   330,900        10,464,713
Corporate Express, Inc.*                    105,000         2,244,375
General Nutrition Centers, Inc.*             68,100         2,392,013
Home Depot Inc.                             113,600         4,615,000
Industrie Natuzzi SPA ADR                    97,000         3,213,125
Just For Feet, Inc.*                        134,700         5,371,163
Kohl's Corp.*                                73,100         3,335,188
Retail Trade (cont'd)
Nine West Group, Inc.*                      152,600      $  5,569,900
Petsmart, Inc.*                              74,800         2,150,500
Pier 1 Imports, Inc.                        233,730         2,162,003
Sunglass Hut International, Inc.*           354,000        12,390,000
Toys 'R Us, Inc.*                            85,300         2,495,025
Viking Office Products, Inc.*                78,200         2,864,075
                                                        -------------
                                                           60,335,409
                                                        -------------
Textile & Apparel 5.1%
Fila Holdings SPA ADR*                      131,000         3,258,625
Men's Wearhouse, Inc.*                      216,100         5,942,750
Nautica Enterprises, Inc.*                   96,000         3,480,000
Tommy Hilfiger Corp.*                       314,100         8,794,800
Wolverine World Wide, Inc.                  186,450         3,868,838
                                                        -------------
                                                           25,345,013
                                                        -------------
Total Consumer Cyclical                                   168,761,036
                                                        -------------
Consumer Staple 8.5%
Business Service 3.5%
Fritz Companies, Inc.*                       42,500         2,494,219
HBO & Co.                                    53,100         2,893,950
Medaphis Corp.*                             284,900         6,196,575
Tellabs, Inc.*                              121,400         5,842,375
                                                        -------------
                                                           17,427,119
                                                        -------------
Drug 1.0%
Amerisource Health Corp.*                    40,500           923,906
Cephalon, Inc.*                             113,400         2,097,900
Vertex Pharmaceuticals, Inc.*               119,700         1,960,088
                                                        -------------
                                                            4,981,894
                                                        -------------
Food & Beverage 0.3%
Starbucks Corp.*                             50,300         1,791,938
                                                        -------------
Hospital Supply 1.8%
Coram Healthcare Corp.*                     130,400         1,841,900
Health Management Associates, Inc.*         160,350         4,690,238
Horizon Healthcare Corp.*                     6,700           119,763
Patterson Dental Co.*                        71,700         1,702,875
Theratx, Inc.*                               43,000           575,125
                                                        -------------
                                                            8,929,901
                                                        -------------
Personal Care 1.0%
Colgate-Palmolive Co.                        65,700         4,804,313
                                                        -------------
Printing & Publishing 0.9%
British Sky Broadcasting Group ADR*          29,600           773,300
News Corp. Ltd. ADR                         106,700         2,414,088
Scholastic Corp.*                            21,800         1,182,650
                                                        -------------
                                                            4,370,038
                                                        -------------
Total Consumer Staple                                      42,305,203
                                                        -------------

The accompanying notes are an integral part of the financial statements.

<PAGE>

METLIFE-STATE STREET RESEARCH CAPITAL APPRECIATION FUND
                                                             Value
                                            Shares         (Note 1)
                                           ----------   -------------
Finance 2.6%
Financial Service 2.6%
Countrywide Credit Industries, Inc.         120,000      $  2,520,000
First USA, Inc.                             132,800         5,893,000
Franklin Resources, Inc.                     57,700         2,567,650
Charles Schwab Corp.                         48,500         2,103,687
                                                        -------------
                                                           13,084,337
                                                        -------------
Total Finance                                              13,084,337
                                                        -------------
Science & Technology 44.9%
Aerospace 0.6%
Boeing Co.                                   45,800         2,868,225
                                                        -------------
Computer Software & Service 9.1%
ADFlex Solutions, Inc.*                      41,000         1,004,500
Arcsys, Inc.*                                23,200           788,800
Baan Co. NV*                                 49,000         1,512,875
Broderbund Software, Inc.*                   95,700         6,100,875
CBT Group TLC ADR*                           24,700         1,046,663
Cisco Systems, Inc.*                         51,000         2,578,687
Computer Associates International, Inc.      62,600         4,241,150
Firefox Communications Inc.                  11,400           293,550
General Motors Corp. Cl. E                  106,000         4,611,000
Intuit, Inc.*                                36,100         2,743,600
Maxis, Inc.*                                 14,600           388,725
Oracle Systems Corp.*                       142,800         5,515,650
Plaintree Systems, Inc.*                     63,300           664,650
SAP AG ADR*+                                 90,600         3,793,875
3 Com Corp.*                                 36,800         2,465,600
Xilinx, Inc.*                                83,300         7,830,200
                                                        -------------
                                                           45,580,400
                                                        -------------
Electronic 26.5%
Analog Devices, Inc.*                       164,050         5,577,700
Applied Materials, Inc.*                    101,300         8,775,113
ASM Lithography Holdings NV*                151,100         5,420,713
Brooks Automation, Inc.*                     56,300           999,325
Cypress Semiconductor Corp.*                140,600         5,694,300
DSC Communications Corp.*                   173,400         8,063,100
L.M. Ericsson Telephone Co. ADR Cl. B*      690,400        13,808,000
Exide Electronics Group, Inc.*               15,000           345,000
Intel Corp.                                 236,500        14,973,406
KLA Instruments Corp.*                       68,400         5,283,900
LSI Logic Corp.*                            270,600        10,587,225
Lam Research Corp.*                          92,500         5,920,000
Micron Technology, Inc.                     107,400         5,893,575
Novellus Systems, Inc.*                      70,600         4,783,150
Oak Technology, Inc.*                        76,300         2,804,025
S3, Inc.*                                    70,600         2,541,600
Sanmina Holdings, Inc.*                     168,400         6,399,200
Electronic (cont'd)
Silicon Valley Group, Inc.*                 145,100      $  5,259,875
Teradyne, Inc.*                              88,200         5,766,075
Texas Instruments, Inc.                     100,600        13,467,825
                                                        -------------
                                                          132,363,107
                                                        -------------
Office Equipment 8.7%
Digital Equipment Corp.*                    131,500         5,358,625
Hewlett-Packard Co.                         163,200        12,158,400
International Business Machines Corp.        50,200         4,819,200
Silicon Graphics, Inc.*                     157,300         6,272,338
Sun Microsystems, Inc.*                     112,700         5,465,950
Telxon Corp.                                238,900         5,196,075
U.S. Robotics Corp.*                         40,000         4,360,000
                                                        -------------
                                                           43,630,588
                                                        -------------
Total Science & Technology                                224,442,320
                                                        -------------
Utility 5.6%
Telephone 5.6%
ADC Telecommunications, Inc.*                65,600         2,345,200
Nera AS ADR*                                 22,500           632,813
Nokia Corp. ADR                             330,100        19,682,212
Vodafone Group PLC ADR                      144,800         5,484,300
                                                        -------------
                                                           28,144,525
                                                        -------------
Total Utility                                              28,144,525
                                                        -------------
Total Common Stocks (Cost $380,642,349)                   490,112,508
                                                        -------------

                                Principal    Maturity
                                  Amount      Date
- ----------------------------     ---------    ------   ------------
COMMERCIAL PAPER 3.4%
Associates Corp. of North
America, 6.00%                 $3,873,000    7/7/95       3,873,000
Commercial Credit Co., 5.92%    2,130,000    7/5/95       2,130,000
Commercial Credit Co., 5.85%    2,900,000    7/3/95       2,900,000
Ford Motor Credit Co., 5.92%    8,232,000    7/5/95       8,232,000
                                                       ------------
Total Commercial Paper (Cost $17,135,000)                17,135,000
                                                       ------------
Total Investments (Cost $397,777,349)--101.4%           507,247,508
Cash and Other Assets, Less Liabilities--(1.4%)          (6,952,674)
                                                       ------------
Net Assets--100.0%                                     $500,294,834
                                                       ============

The accompanying notes are an integral part of the financial statements.

<PAGE>

METLIFE-STATE STREET RESEARCH CAPITAL APPRECIATION FUND

INVESTMENT PORTFOLIO (cont'd)

Federal Income Tax Information:
At June 30, 1995, the net unrealized appreciation of
  investments based on cost for Federal income tax
  purposes of $397,795,126 was as follows:
Aggregate gross unrealized appreciation for all
  investments in which there is an excess of value over
  tax cost                                                   $112,598,992
Aggregate gross unrealized depreciation for all
  investments in which there is an excess of tax cost
  over value                                                   (3,146,610)
                                                             -------------
                                                             $109,452,382
                                                             =============
* Nonincome-producing securities.
  ADR stands for American Depositary Receipt, representing ownership of foreign
  securities.
+ Security restricted in accordance with Rule 144A under the Securities Act
  of 1933, which allows for the resale of such securities among certain
  qualified institutional buyers. The total cost and market value of Rule 144A
  securities owned at June 30, 1995 were $3,318,675 and $3,793,875 (0.76% of
  net assets), respectively.

STATEMENT OF ASSETS AND LIABILITIES
June 30, 1995

Assets
Investments, at value (Cost $397,777,349) (Note 1)    $507,247,508
Cash                                                           886
Receivable for securities sold                           7,958,250
Receivable for fund shares sold                            682,906
Dividends and interest receivable                          294,497
Other assets                                                31,089
                                                      -------------
                                                       516,215,136
Liabilities
Payable for securities purchased                        14,342,379
Accrued transfer agent and shareholder services
  (Note 2)                                                 510,576
Payable for fund shares redeemed                           438,300
Accrued management fee (Note 2)                            319,334
Accrued distribution fee (Note 5)                          149,621
Accrued trustees' fees (Note 2)                             21,745
Other accrued expenses                                     138,347
                                                      -------------
                                                        15,920,302
                                                      -------------
Net Assets                                            $500,294,834
                                                      =============
Net Assets consist of:
 Unrealized appreciation of investments               $109,470,159
 Accumulated net realized gain                           8,649,836
 Shares of beneficial interest                         382,174,839
                                                      -------------
                                                      $500,294,834
                                                      =============
Net Asset Value and redemption price per share of
  Class A shares ($296,471,044 / 25,734,098 shares
  of beneficial interest)                                    $11.52
                                                      =============
Maximum Offering Price per share of Class A shares
  ($11.52 / .955)                                            $12.06
                                                      =============
Net Asset Value and offering price per share of
  Class B shares ($93,087,833 / 8,180,895 shares of
  beneficial interest)                                       $11.38
                                                      =============
Net Asset Value, offering price and redemption
  price per share of Class C shares ($106,675,237 /
  9,167,910 shares of beneficial interest)                   $11.64
                                                      =============
Net Asset Value and offering price per share of
  Class D shares ($4,060,720 / 356,027 shares of
  beneficial interest)*                                      $11.41
                                                      =============

* Redemption price per share for Class B and Class D is equal to net asset
  value less any applicable contingent deferred sales charge.

The accompanying notes are an integral part of the financial statements.

<PAGE>

METLIFE-STATE STREET RESEARCH CAPITAL APPRECIATION FUND

STATEMENT OF OPERATIONS
For the year ended June 30, 1995
Investment Income
Dividends, net of foreign taxes of $64,531               $  2,434,824
Interest                                                      401,245
                                                         ------------
                                                            2,836,069
Expenses
Management fee (Note 2)                                     3,124,753
Transfer agent and shareholder services (Note 2)            2,154,152
Custodian fee                                                 175,009
Reports to shareholders                                       171,924
Registration fees                                              88,245
Audit fee                                                      35,029
Trustees' fees (Note 2)                                        33,919
Distribution fee--Class A (Note 5)                          1,092,589
Distribution fee--Class B (Note 5)                            693,983
Distribution fee--Class D (Note 5)                             29,933
Miscellaneous                                                  12,920
                                                         ------------
                                                            7,612,456
Expenses borne by the Distributor (Note 3)                 (1,056,327)
                                                         ------------
                                                            6,556,129
                                                         ------------
Net investment loss                                        (3,720,060)
                                                         ------------
Realized and Unrealized Gain on Investments
Net realized gain on investments (Notes 1 and 4)           12,149,840
Net unrealized appreciation of investments                111,117,329
                                                         ------------
Net gain on investments                                   123,267,169
                                                         ------------
Net increase in net assets resulting from operations     $119,547,109
                                                         ============

STATEMENT OF CHANGES IN NET ASSETS

                                               Year ended June 30
                                          ----------------------------
                                             1995            1994
 ---------------------------------------------------------------------
Increase (Decrease) in Net Assets
Operations:
Net investment loss                      $ (3,720,060)   $ (2,387,241)
Net realized gain on investments*          12,149,840      28,477,884
Net unrealized appreciation
 (depreciation) of investments            111,117,329     (37,837,902)
                                           -----------   -------------
Net increase (decrease) resulting from
 operations                               119,547,109     (11,747,259)
                                           -----------   -------------
Distributions from net realized gains:
 Class A                                  (11,280,742)    (25,834,464)
 Class B                                   (2,571,808)     (1,417,369)
 Class C                                   (3,080,510)     (5,480,030)
 Class D                                     (112,508)       (103,706)
                                           -----------   -------------
                                          (17,045,568)    (32,835,569)
                                           -----------   -------------
Net increase from fund share
 transactions (Note 6)                     52,338,022     164,913,020
                                           -----------   -------------
Total increase in net assets              154,839,563     120,330,192
Net Assets
Beginning of year                         345,455,271     225,125,079
                                           -----------   -------------
End of year                              $500,294,834    $345,455,271
                                           ===========   =============
* Net realized gain for Federal income
  tax purposes (Note 1)                  $ 12,055,176    $ 28,580,457
                                           ===========   =============

The accompanying notes are an integral part of the financial statements.

<PAGE>

METLIFE-STATE STREET RESEARCH CAPITAL APPRECIATION FUND

NOTES TO FINANCIAL STATEMENTS
June 30, 1995

Note 1

MetLife-State Street Research Capital Appreciation Fund, formerly
MetLife-State Street Capital Appreciation Fund (the "Fund"), is a series of
MetLife-State Street Equity Trust (the "Trust"), which was organized as a
Massachusetts business trust in March, 1986 and is registered under the
Investment Company Act of 1940, as amended, as an open-end management
investment company. The Trust commenced operations in August, 1986. The Trust
consists presently of four separate funds: 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 Fund offers four classes of shares. Class A shares are subject to an
initial sales charge of up to 4.50% and an annual service fee of 0.25% of
average daily net assets. Prior to March 10, 1995, Class A shares paid annual
distribution and service fees of 0.50% of average daily net assets.
Investments of $1 million or more in Class A shares, which are not subject to
any initial sales charge, are subject to a 1.00% contingent deferred sales
charge if redeemed within one year of purchase. 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 A 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%. 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
Values for listed securities reflect final sales on national securities
exchanges quoted prior to the close of the New York Stock Exchange.
Over-the-counter securities quoted on the National Association of Securities
Dealers Automated Quotation ("NASDAQ") system are valued at closing prices
supplied through such system. In the absence of recorded sales and for those
over-the-counter securities not quoted on the NASDAQ system, valuations are
at the mean of the closing bid and asked quotations. Short- term securities
maturing within sixty days are valued at amortized cost. Other securities, if
any, are valued at their fair value as determined in accordance with
established methods consistently applied.

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 are reported on the basis
of identified cost of securities delivered.

C. Net Investment Income
Interest income is accrued daily as earned. Dividend income is accrued on the
ex-dividend date. The Fund is charged for expenses directly attributable to
it, while indirect expenses are allocated among all funds in the Trust.

D. Dividends
Dividends from net investment income, if any, are declared and paid or
reinvested quarterly. Net realized capital gains, if any, are distributed
annually, unless additional distributions are required for compliance with
applicable tax regulations.

Income dividends and capital gain distributions are determined in accordance
with Federal income tax regulations which may differ from generally accepted
accounting principles.

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 0.75% 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 June 30, 1995, the fees pursuant to such
agreement amounted to $3,124,753.

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. In addition, Metropolitan receives a fee for maintenance
of the accounts of certain shareholders who are participants in sponsored
arrangements, employee benefit plans and similar programs or plans, through
or under which shares of the Fund may be purchased. During the year ended
June 30, 1995, the amount of such shareholder servicing and account
maintenance expenses was $592,370.

The fees of the Trustees not currently affiliated with the Adviser amounted
to $33,919 during the year ended June 30, 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 period July 1, 1994 through March 9, 1995, the amount of
such expenses assumed by the Distributor and its affiliates was $1,056,327.
On March 10, 1995, the Distributor eliminated the voluntary assumption of
fees or expenses incurred by the Fund.

<PAGE>

METLIFE-STATE STREET RESEARCH CAPITAL APPRECIATION FUND

Note 4

For the year ended June 30, 1995, purchases and sales of securities,
exclusive of short-term obligations, aggregated $918,161,732 and
$882,753,961, 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, as amended. Under the Plan,
the Fund pays annual service fees to the Distributor at a rate of 0.25% of
average daily net assets for Class A, Class B and Class D shares. In
addition, the Fund pays annual distribution fees of 0.75% of average daily
net assets for Class B and Class D shares. Prior to March 10, 1995, the Fund
paid an annual distribution fee of 0.25% of average daily net assets for
Class A 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 June 30, 1995, fees pursuant to such
plan amounted to $1,092,589, $693,983 and $29,933 for Class A, Class B and
Class D, respectively.

The Fund has been informed that the Distributor and MetLife Securities, Inc.,
a wholly-owned subsidiary of Metropolitan, earned initial sales charges
aggregating $129,102 and $900,446, respectively on sales of Class A shares of
the Fund during the year ended June 30, 1995, and that MetLife Securities,
Inc. earned commissions aggregating $1,033,301 on sales of Class B shares,
and that the Distributor collected contingent deferred sales charges of
$2,653, $394,360 and $305 on redemptions of Class A, Class B and Class D
shares, respectively, during the same period.

Note 6

The Trustees have the authority to issue an unlimited number of shares of
beneficial interest, $.001 par value per share.

At June 30, 1995, Metropolitan owned 57,284 Class D shares of the Fund and
the Distributor owned 7,172 Class A shares of the Fund.

Share transactions were as follows:
<TABLE>
<CAPTION>
                                                                              Year ended June 30
                                                     ---------------------------------------------------------------------
                                                                   1995                                1994
                                                     --------------------------------    ---------------------------------
Class A                                                  Shares           Amount            Shares             Amount
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>               <C>               <C>
Shares sold                                             6,331,406       $ 61,983,784       18,207,897       $ 185,867,255
Issued upon reinvestment of distributions from
net  realized gains                                     1,183,334         10,907,541        2,511,269          24,821,744
Shares repurchased                                     (7,177,882)       (70,964,079)     (12,975,472)       (132,950,619)
                                                     --------------   --------------    --------------    ----------------
Net increase                                              336,858       $  1,927,246        7,743,694       $  77,738,380
                                                     ==============   ==============    ==============    ================
Class B                                                  Shares           Amount            Shares             Amount
- --------------------------------------------------------------------------------------------------------------------------
Shares sold                                             4,108,923       $ 40,145,257        5,820,801       $  59,137,667
Issued upon reinvestment of distributions from
net  realized gains                                       276,437          2,529,368          141,643           1,396,720
Shares repurchased                                     (1,642,379)       (16,155,301)        (792,597)         (8,043,910)
                                                     --------------   --------------    --------------    ----------------
Net increase                                            2,742,981       $ 26,519,324        5,169,847       $  52,490,477
                                                     ==============   ==============    ==============    ================
Class C                                                  Shares           Amount            Shares             Amount
- --------------------------------------------------------------------------------------------------------------------------
Shares sold                                             4,381,871       $ 43,450,467        3,959,768       $  40,501,621
Issued upon reinvestment of distributions from
net  realized gains                                       324,761          3,010,459          553,304           5,477,791
Shares repurchased                                     (2,379,730)       (23,674,364)      (1,302,865)        (13,173,546)
                                                     --------------   --------------    --------------    ----------------
Net increase                                            2,326,902       $ 22,786,562        3,210,207       $  32,805,866
                                                     ==============   ==============    ==============    ================
Class D                                                  Shares           Amount            Shares             Amount
- --------------------------------------------------------------------------------------------------------------------------
Shares sold                                               228,040       $  2,226,133          210,497       $   2,146,246
Issued upon reinvestment of distributions from
net  realized gains                                        11,168            102,407           10,395             102,683
Shares repurchased                                       (125,783)        (1,223,650)         (38,173)           (370,632)
                                                     --------------   --------------    --------------    ----------------
Net increase                                              113,425       $  1,104,890          182,719       $   1,878,297
                                                     ==============   ==============    ==============    ================
</TABLE>

<PAGE>

METLIFE-STATE STREET RESEARCH CAPITAL APPRECIATION FUND

FINANCIAL HIGHLIGHTS
For a share outstanding throughout each year.
<TABLE>
<CAPTION>
                                                         Class A                                            Class B
                                 --------------------------------------------------------   ----------------------------------
                                                                                                                    June 1, 1993
                                                                                                                  (Commencement of
                                                 Year ended June 30                           Year ended June 30  of Share Class
                                 --------------------------------------------------------    -------------------- Designations) to
                                 1995**       1994         1993        1992        1991       1995**       1994     June 30, 1993
 --------------------------------------------------------------------------------------------------------------------------------
  
<S>                               <C>         <C>          <C>         <C>         <C>        <C>         <C>          <C>
Net asset value, beginning
  of year                         $ 9.11      $10.42       $ 8.33       $6.55      $6.70      $ 9.05      $10.41       $10.44
Net investment loss*                (.09)       (.04)        (.05)       (.05)      (.01)       (.15)       (.06)        (.00)
Net realized and unrealized
  gain (loss) on investments        2.95         .09         2.81        1.83       (.12)       2.93         .06         (.03)
Dividends from net investment
  income                              --          --           --          --       (.01)         --          --           --
Dividends in excess of net
  investment income                   --          --           --          --       (.01)         --          --           --
Distributions from net
  realized gains                    (.45)      (1.36)        (.67)         --         --        (.45)      (1.36)          --
                                 --------    --------    --------    --------    --------    --------    --------   ----------
Net asset value, end of year      $11.52      $ 9.11       $10.42       $8.33      $6.55      $11.38      $ 9.05       $10.41
                                  ========    ========    ========    ========    ========    ========    ========   ==========
Total return                       32.56%+     (0.28)%+     35.78%+     27.03%+    (1.69)%+    31.86%+     (0.83)%+     (0.29)%+
Net assets at end of year
  (000s)                         $296,471   $231,356     $183,886    $116,687    $62,898     $93,088     $49,236       $2,790
Ratio of operating expenses to
  average net assets*                1.55%      1.50%        1.50%       1.50%      1.50%       2.15%       2.00%        2.00%++
Ratio of net investment loss
  to average net assets*            (0.87)%    (0.81)%      (0.63)%     (0.71)%    (0.13)%     (1.47)%     (1.29)%      (0.95)%++
Portfolio turnover rate            217.28%    147.73%      135.17%     128.10%    245.55%     217.28%     147.73%      135.17%
*Reflects voluntary assumption
 of fees or expenses per share
 in each year (Note 3).              $.03       $.02         $.01        $.01       $.03        $.02        $.02         $.00
</TABLE>

<TABLE>
<CAPTION>
                                                            Class C                                    Class D
                                             --------------------------------------    ---------------------------------------
                                                                        June 1, 1993                              June 1, 1993
                                                                       (Commencement                             (Commencement
                                              Year ended June 30       of Share Class    Year ended June 30      of Share Class
                                              --------------------    Designations) to   -------------------    Designations) to
                                              1995**          1994      June 30, 1993    1995**          1994    June 30, 1993
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>             <C>          <C>           <C>           <C>          <C>
Net asset value, beginning of year              $ 9.16       $10.42        $10.44        $ 9.07        $10.41        $10.44
Net investment income (loss)*                     (.05)        (.02)          .00          (.15)         (.07)         (.01)
Net realized and unrealized gain (loss)
on investments                                    2.98          .12          (.02)         2.94           .09          (.02)
Distributions from net realized gains             (.45)       (1.36)           --          (.45)        (1.36)           --
                                              ----------    ----------   ----------    ----------    ----------   ------------
Net asset value, end of year                    $11.64       $ 9.16        $10.42        $11.41        $ 9.07        $10.41
                                              ==========    ==========   ==========    ==========    ==========   ============
Total return                                     33.06%+       0.25%+       (0.19)%+++    31.79%+       (0.61)%+      (0.29)%+++
Net assets at end of year (000s)              $106,675      $62,662       $37,826        $4,061        $2,201          $623
Ratio of operating expenses to average
  net assets*                                     1.15%        1.00%         1.00%++       2.15%         2.00%         2.00%++
Ratio of net investment income (loss) to
  average net assets*                            (0.46)%      (0.30)%        0.50%++      (1.47)%       (1.29)%       (1.10)%++
Portfolio turnover rate                         217.28%      147.73%       135.17%       217.28%       147.73%       135.17%
*Reflects voluntary assumption of fees or
 expenses per share in each year (Note 3).        $.02         $.02          $.00          $.02          $.02          $.00
</TABLE>

** Per-share figures have been calculated using the average shares method.

++ 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.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of MetLife-State Street
Equity Trust and the Shareholders of
MetLife-State Street Research Capital Appreciation 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 Capital Appreciation Fund (formerly MetLife-State Street Capital
Appreciation Fund) (a series of MetLife-State Street Equity Trust, hereafter
referred to as the "Trust") at June 30, 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 at June 30, 1995 by correspondence
with the custodian and brokers and the application of alternative auditing
procedures where confirmations from brokers were not received, provide a
reasonable basis for the opinion expressed above.

/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
August 4, 1995

<PAGE>

METLIFE-STATE STREET RESEARCH CAPITAL APPRECIATION FUND

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

Capital Appreciation Fund outperformed the average return for Lipper
Analytical Services' capital appreciation fund category for the 12 months
ended June 30, 1995 (does not reflect sales charge).

The Fund's strongest commitment was to technology stocks, with nearly 45% of
the portfolio divided among computer software, electronics and office
equipment stocks. Technology stocks benefited from strong earnings and
worldwide demand from consumers and industry.

The Fund added to its retail holdings late in 1994, after such stocks had
declined. Our focus is on retailers that specialize in particular market
segments.

We also sold many of our automotive holdings and built up the Fund's position
in airline stocks. We are value conscious in our stock selection, and
airlines offered excellent value after disappointing performance in 1994.

The Standard & Poor's Composite Index (S&P 500) includes 500 widely traded
common stocks and is a commonly used measure of U.S. stock market
performance. The index is unmanaged and does not take sales charges into
consideration. Direct investment in the index is not possible; results are
for illustrative purposes only. All returns represent past performance, which
is no guarantee of future results. The investment return and principal value
of an investment made in the Fund will fluctuate and shares, when redeemed,
may be worth more or less than their original cost. All returns assume
reinvestment of capital gain distributions and income dividends. Performance
for a class includes periods prior to the adoption of class designations in
1993. Performance reflects up to a maximum 4.5% front-end sales charge or 5%
contingent deferred sales charge. "C" shares, offered without a sales charge,
are available only to certain employee benefit plans and institutions.
Performance for "B" and "D" shares prior to class designations in 1993
reflects annual 12b-1 fees of .50% and subsequent performance reflects annual
12b-1 fees of 1%. Performance results for the fund are increased by the
Distributor's voluntary reduction of Fund fees and expenses. The first figure
reflects expense reduction; the second shows what results would have been
without subsidization.

                       Comparison Of Change In Value Of
                       A $10,000 Investment In Capital
                      Appreciation Fund and The S&P 500

[line chart] Class A Shares

                    Average Annual Total Return
    1 Year                  5 Years            Life of Fund
+26.59%/+26.34%         +16.44%/+16.18%       +15.76%/+15.28%

                                Capital
                              Appreciation             S&P
8/86                            $ 9,550              $10,000
6/87                             12,195               12,606
6/88                             11,777               11,730
6/89                             13,896               14,135
6/90                             16,305               16,463
6/91                             16,029               17,679
6/92                             20,362               20,048
6/93                             27,647               22,780
6/94                             27,569               23,100
6/95                             36,544               29,112

[line chart] Class B Shares

                    Average Annual Total Return
   1 Year                  5 Years              Life of Fund
+26.86%/+26.59%         +17.03%/+16.77%       +16.21%/+15.72%

                                Capital
                              Appreciation             S&P
8/86                            $10,000              $10,000
6/87                             12,770               12,606
6/88                             12,332               11,730
6/89                             14,562               14,135
6/90                             17,073               16,463
6/91                             16,784               17,679
6/92                             21,321               20,048
6/93                             28,922               22,780
6/94                             28,683               23,100
6/95                             37,822               29,112

[line chart] Class C Shares

                    Average Annual Total Return
   1 Year                  5 Years              Life of Fund
+33.06%/+32.79%         +17.73%/+17.47%       +16.48%/+16.00%

                                Capital
                              Appreciation             S&P
8/86                            $10,000              $10,000
6/87                             12,770               12,606
6/88                             12,332               11,730
6/89                             14,562               14,135
6/90                             17,073               16,463
6/91                             16,784               17,679
6/92                             21,321               20,048
6/93                             28,949               22,780
6/94                             29,021               23,100
6/95                             38,615               29,112

[line chart] Class D Shares

                    Average Annual Total Return
   1 Year                  5 Years              Life of Fund
+30.79%/+30.52%         +17.28%/+17.02%       +16.23%/+15.75%

                                Capital
                              Appreciation             S&P
8/86                            $10,000              $10,000
6/87                             12,770               12,606
6/88                             12,332               11,730
6/89                             14,562               14,135
6/90                             17,073               16,463
6/91                             16,784               17,679
6/92                             21,321               20,048
6/93                             28,922               22,780
6/94                             28,745               23,100
6/95                             37,883               29,112


<PAGE>

MetLife-State Street Research Equity Investment Fund

Investment Portfolio
June 30, 1995
                                                             Value
                                               Shares      (Note 1)
- ---------------------------------------------  -------   ------------
COMMON STOCKS 89.8%
Basic Industries 14.8%
Chemical 5.0%
E.I. du Pont de Nemours & Co.                   27,000    $ 1,856,250
Monsanto Co.                                    19,800      1,784,475
Rohm & Haas Co.                                 14,300        784,713
                                                         ------------
                                                            4,425,438
                                                         ------------
Diversified 1.4%
Corning Inc.                                    39,200      1,283,800
                                                         ------------
Electrical Equipment 2.4%
General Electric Co.                            37,600      2,119,700
                                                         ------------
Forest Product 0.7%
Champion International Corp.                     9,600        500,400
Westvaco Corp.                                   3,000        132,750
                                                         ------------
                                                              633,150
                                                         ------------
Machinery 3.5%
Caterpillar, Inc.                               14,400        925,200
Fluor Corp.                                     19,300      1,003,600
Pall Corp.                                      50,900      1,132,525
                                                         ------------
                                                            3,061,325
                                                         ------------
Metal & Mining 0.9%
Nucor Corp.                                     14,800        791,800
                                                         ------------
Railroad 0.9%
CSX Corp.                                       10,400        781,300
                                                         ------------
Total Basic Industries                                     13,096,513
                                                         ------------
Consumer Cyclical 15.2%
Automotive 1.1%
Chrysler Corp.                                  10,000        478,750
Magna International, Inc. Cl. A                 11,000        485,375
                                                         ------------
                                                              964,125
                                                         ------------
Hotel & Restaurant 3.1%
Circus Circus Enterprises, Inc.*                14,300        504,075
Mirage Resorts, Inc.*                           41,800      1,280,125
Promus Companies, Inc.*                         23,050        898,950
                                                         ------------
                                                            2,683,150
                                                         ------------
Recreation 3.9%
Comcast Corp. Cl. A                             10,600        192,788
Comcast Corp. Cl. A Sp.                         36,900        684,956
Walt Disney Co.                                 22,800      1,268,250
Mattel, Inc.                                    28,531        741,806
Tele-Communications, Inc. Cl. A*                23,900        560,156
                                                         ------------
                                                            3,447,956
                                                         ------------
Retail Trade 7.1%
Home Depot, Inc.                                40,800    $ 1,657,500
J.C. Penney Company, Inc.                       24,400      1,171,200
Office Depot, Inc.*                             15,900        447,187
Tandy Corp.                                      8,800        456,500
Toys "R" Us, Inc.*                              24,000        702,000
Wal-Mart Stores, Inc.                           67,500      1,805,625
                                                         ------------
                                                            6,240,012
                                                         ------------
Total Consumer Cyclical                                    13,335,243
                                                         ------------
Consumer Staple 19.5%
Business Service 1.5%
First Data Corp.                                22,900      1,302,438
                                                         ------------
Drug 5.1%
American Home Products Corp.                    10,800        835,650
Eli Lilly & Co.                                 10,900        855,650
Merck & Co.                                     29,800      1,460,200
Pfizer, Inc.                                    14,600      1,348,675
                                                         ------------
                                                            4,500,175
                                                         ------------
Food & Beverage 2.3%
Coca-Cola Co.                                   11,500        733,125
Darden Restaurants, Inc.*                       39,000        424,125
PepsiCo., Inc.                                  19,100        871,437
                                                         ------------
                                                            2,028,687
                                                         ------------
Hospital Supply 6.0%
Abbott Laboratories                             50,000      2,025,000
Columbia/HCA Healthcare Corp.*                  18,000        778,500
Healthsource, Inc.*                              8,900        311,500
Johnson & Johnson                               13,000        879,125
Medtronic, Inc.                                  4,200        323,925
United Healthcare Corp.                         24,500      1,013,688
                                                         ------------
                                                            5,331,738
                                                         ------------
Personal Care 2.5%
Gillette Co.                                    10,800        481,950
Procter & Gamble Co.                            24,500      1,760,937
                                                         ------------
                                                            2,242,887
                                                         ------------
Tobacco 2.1%
Philip Morris Companies, Inc.                   24,600      1,829,625
                                                         ------------
Total Consumer Staple                                      17,235,550
                                                         ------------
Energy 6.6%
Oil 6.0%
Exxon Corp.                                     23,300      1,645,562
Louisiana Land & Exploration Co.                18,800        749,650
Phillips Petroleum Co.                          30,000      1,001,250

The accompanying notes are an integral part of the financial statements.

<PAGE>

Oil (cont'd)
Royal Dutch Petroleum Co.                       10,600    $ 1,291,875
Total S.A. Cl. B ADR                            21,800        659,450
                                                         ------------
                                                            5,347,787
                                                         ------------
Oil Service 0.6%
Rowan Companies, Inc.*                          61,500        499,688
                                                         ------------
Total Energy                                                5,847,475
                                                         ------------
Finance 9.8%
Bank 3.4%
BankAmerica Corp.                               18,200        957,775
Citicorp*                                       35,200      2,037,200
                                                         ------------
                                                            2,994,975
                                                         ------------
Financial Service 3.0%
Federal Home Loan Mortgage Corp.                17,200      1,182,500
Federal National Mortgage Association           15,400      1,453,375
                                                         ------------
                                                            2,635,875
                                                         ------------
Insurance 3.4%
Ace Ltd.                                        19,100        553,900
AMBAC Inc.                                       6,900        276,863
American International Group, Inc.               7,500        855,000
American Re Corp.*                              20,100        748,725
Chubb Corp.                                      2,800        224,350
General Re Corp.                                 2,700        361,462
                                                         ------------
                                                            3,020,300
                                                         ------------
Total Finance                                               8,651,150
                                                         ------------
Science & Technology 16.9%
Aerospace 2.8%
Boeing Co.                                      18,900      1,183,612
Raytheon Co.                                    16,500      1,280,813
                                                         ------------
                                                            2,464,425
                                                         ------------
Computer Software & Service 3.2%
General Motors Corp. Cl. E                      20,300        883,050
Informix Corp.*                                 19,000        482,125
Microsoft Corp.*                                11,400      1,030,275
Parametric Technology Corp.*                     9,000        447,750
                                                         ------------
                                                            2,843,200
                                                         ------------
Electronic 4.9%
L.M. Ericsson Telephone Co. Cl. B ADR*          66,400      1,328,000
General Motors Corp. Cl. H                       7,000        276,500
Intel Corp.                                     17,200      1,088,975
Motorola, Inc.                                  10,300        691,387
Perkin-Elmer Corp.                              26,800        951,400
                                                         ------------
                                                            4,336,262
                                                         ------------
Office Equipment 6.0%
Diebold, Inc.                                   21,100    $   917,850
Hewlett-Packard Co.                             20,700      1,542,150
International Business Machines Corp.           12,800      1,228,800
Xerox Corp.                                     13,900      1,629,775
                                                         ------------
                                                            5,318,575
                                                         ------------
Total Science & Technology                                 14,962,462
                                                         ------------
Utility 7.0%
Electric 1.0%
FPL Group, Inc.                                 21,800        842,025
                                                         ------------
Telephone 6.0%
AirTouch Communications, Inc.*                  42,800      1,219,800
AT&T Corp.                                      37,200      1,976,250
SBC Communications, Inc.                        36,800      1,752,600
Tele Danmark Cl. B ADR*                         12,700        355,600
                                                         ------------
                                                            5,304,250
                                                         ------------
Total Utility                                               6,146,275
                                                         ------------
Total Common Stocks (Cost $64,671,426)                     79,274,668
                                                         ------------

                                   Principal     Maturity
                                     Amount        Date
- -------------------------------     ---------    ---------   -----------
CONVERTIBLE BONDS 2.6%
Equitable Company, Inc. Cv.
 Sub. Deb., 6.125%                $1,191,000   12/15/2024      1,256,505
Price Co. Cv. Sub. Deb., 5.50%        80,000    2/28/2012         75,000
Time Warner, Inc. Cv. Sub.
 Deb., 8.75%                         910,000    1/10/2015        947,538
                                                             -----------
Total Convertible Bonds (Cost $2,213,060)                      2,279,043
                                                             -----------
COMMERCIAL PAPER 7.0%
Associates Corp. of North
 America, 6.00%                    2,517,000    7/03/1995      2,517,000
Commercial Credit Co., 5.92%       3,142,000    7/05/1995      3,142,000
Ford Motor Credit Co., 5.92%         109,000    7/03/1995        109,000
Ford Motor Credit Co., 5.90%         305,000    7/03/1995        305,000
Norwest Financial Inc., 5.90%        160,000    7/03/1995        160,000
                                                             -----------
Total Commercial Paper (Cost $6,233,000)                       6,233,000
                                                             -----------
Total Investments (Cost $73,117,486)--99.4%                   87,786,711
Cash and Other Assets, Less Liabilities--0.6%                    522,293
                                                             -----------
Net Assets--100.0%                                           $88,309,004
                                                             ===========
The accompanying notes are an integral part of the financial statements.

                                      
<PAGE>

MetLife-State Street Research Equity Investment Fund

Investment Portfolio (cont'd)

Federal Income Tax Information:
At June 30, 1995, the net unrealized
  appreciation of investments based on cost for
  Federal income tax purposes of $73,187,612 was
  as follows:
Aggregate gross unrealized appreciation for all
  investments in which there is an excess of
  value over tax cost.                                $14,808,573
Aggregate gross unrealized depreciation for all
  investments in which there is an excess of tax
  cost over value.                                       (209,474)
                                                     -------------
                                                      $14,599,099
                                                     =============

* Nonincome-producing securities.
  ADR stands for American Depositary Receipt, representing ownership of
  foreign securities.

Statement of Assets and Liabilities
June 30, 1995

Assets
Investments, at value (Cost $73,117,486) (Note 1)     $87,786,711
Cash                                                          305
Receivable for fund shares sold                         1,230,535
Dividends and interest receivable                         178,010
Receivable for securities sold                             92,648
Receivable from Distributor (Note 3)                       33,210
Other assets                                               22,640
                                                      ------------
                                                       89,344,059
Liabilities
Payable for securities purchased                          773,909
Accrued transfer agent and shareholder services
 (Note 2)                                                  74,433
Accrued management fee (Note 2)                            48,825
Payable for fund shares redeemed                           43,559
Accrued distribution fee (Note 5)                          12,000
Accrued trustees' fees (Note 2)                             6,872
Dividends payable                                           2,290
Other accrued expenses                                     73,167
                                                      ------------
                                                        1,035,055
                                                      ------------
Net Assets                                            $88,309,004
                                                      ============
Net Assets consist of:
 Undistributed net investment income                  $   135,113
 Unrealized appreciation of investments                14,669,225
 Accumulated net realized gain                          1,517,874
 Shares of beneficial interest                         71,986,792
                                                      ------------
                                                      $88,309,004
                                                      ============
Net Asset Value and redemption price per share of
  Class A shares ($31,173,724 / 2,183,290 shares
  of beneficial interest)                                   $14.28
                                                        ==========
Maximum Offering Price per share of Class A shares
  ($14.28 / .955)                                           $14.95
                                                        ==========
Net Asset Value and offering price per share of
  Class B shares ($5,932,890 / 419,101 shares of
  beneficial interest)*                                     $14.16
                                                        ==========
Net Asset Value, offering price and redemption
  price per share of Class C shares ($50,503,260 /
  3,540,302 shares of beneficial interest)                  $14.27
                                                        ==========
Net Asset Value and offering price per share of
  Class D shares ($699,130 / 49,409 shares of
  beneficial interest)*                                     $14.15
                                                        ==========

* Redemption price per share for Class B and Class D is equal to net asset
  value less any applicable contingent deferred sales charge.

The accompanying notes are an integral part of the financial statements.

                                      
<PAGE>

MetLife-State Street Research Equity Investment Fund

Statement of Operations
For the year ended June 30, 1995

Investment Income
Dividends, net of foreign taxes of $15,277              $ 1,278,500
Interest                                                    277,147
                                                        -----------
                                                          1,555,647
Expenses
Management fee (Note 2)                                     486,807
Transfer agent and shareholder services (Note 2)            350,453
Custodian fee                                               108,497
Registration fees                                            62,925
Reports to shareholders                                      38,916
Audit fee                                                    32,622
Trustees' fees (Note 2)                                      16,992
Distribution fee--Class A (Note 5)                          124,247
Distribution fee--Class B (Note 5)                           49,256
Distribution fee--Class D (Note 5)                            6,248
Legal fees                                                    3,935
Miscellaneous                                                10,251
                                                        -----------
                                                          1,291,149
Expenses borne by the Distributor (Note 3)                 (362,010)
                                                        -----------
                                                            929,139
                                                        -----------
Net investment income                                       626,508
                                                        -----------
Realized and Unrealized Gain on Investments
Net realized gain on investments (Notes 1 and 4)          1,524,460
Net unrealized appreciation of investments               11,229,657
                                                        -----------
Net gain on investments                                  12,754,117
                                                        -----------
Net increase in net assets resulting from operations    $13,380,625
                                                        ===========

Statement of Changes in Net Assets

                                                  Year ended June 30
                                             -----------------------------
                                                 1995             1994
 ----------------------------------------   -------------    -------------
Increase (Decrease) in Net Assets
Operations:
Net investment income                        $    626,508     $    166,051
Net realized gain on investments*               1,524,460        2,585,284
Net unrealized appreciation
  (depreciation) of investments                11,229,657       (3,189,634)
                                            -------------    -------------
Net increase (decrease) resulting from
  operations                                   13,380,625         (438,299)
                                            -------------    -------------
Dividend from net
  investment income:
 Class A                                         (111,024)           --
 Class C                                         (535,596)           --
                                            -------------    -------------
                                                 (646,620)           --
                                            -------------    -------------
Distributions from net realized gains:
 Class A                                         (778,560)      (4,304,262)
 Class B                                         (112,505)        (134,949)
 Class C                                         (859,567)      (3,132,084)
 Class D                                          (15,072)         (78,088)
                                            -------------    -------------
                                               (1,765,704)      (7,649,383)
                                            -------------    -------------
Net increase from fund share
  transactions (Note 6)                         9,948,321       28,597,010
                                            -------------    -------------
Total increase in net assets                   20,916,622       20,509,328
Net Assets
Beginning of year                              67,392,382       46,883,054
                                            -------------    -------------
End of year (including undistributed net
  investment income of $135,113 and
  $155,225, respectively)                    $ 88,309,004     $ 67,392,382
                                            =============    =============
* Net realized gain for Federal income
  tax purposes (Note 1)                      $  1,567,315     $  2,585,405
                                            =============    =============

The accompanying notes are an integral part of the financial statements.

<PAGE>

MetLife-State Street Research Equity Investment Fund

Notes to Financial Statements
June 30, 1995

Note 1

MetLife-State Street Research Equity Investment Fund, formerly MetLife-State
Street Equity Investment Fund (the "Fund") is a series of MetLife-State
Street Equity Trust (the "Trust"), which was organized as a Massachusetts
business trust in March, 1986 and is registered under the Investment Company
Act of 1940, as amended, as an open-end management investment company. The
Trust commenced operations in August, 1986. The Trust consists presently of
four separate funds: MetLife-State Street Research Equity Investment Fund,
MetLife-State Street Research Capital Appreciation Fund, MetLife-State Street
Research Equity Income Fund and State Street Research Global Resources Fund.

The Fund offers four classes of shares. Class A shares are subject to an
initial sales charge of up to 4.50% and an annual service fee of 0.25% of
average daily net assets. Prior to March 10, 1995, Class A shares paid annual
distribution and service fees of 0.50% 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 A
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%. 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 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
Values for listed securities reflect final sales on national securities
exchanges quoted prior to the close of the New York Stock Exchange.
Over-the-counter securities quoted on the National Association of Securities
Dealers Automated Quotation ("NASDAQ") system are valued at closing prices
supplied through such system. In the absence of recorded sales and for those
over-the-counter securities not quoted on the NASDAQ system, valuations are
at the mean of the closing bid and asked quotations. Short-term securities
maturing within sixty days are valued at amortized cost. Other securities, if
any, are valued at their fair value as determined in accordance with
established methods consistently applied.

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 are reported on the basis
of identified cost of securities delivered.

C. Net Investment Income
Interest income is accrued daily as earned. Dividend income is accrued on the
ex-dividend date. The Fund is charged for expenses directly attributable to
it, while indirect expenses are allocated among all funds in the Trust.

D. Dividends
Dividends from net investment income, if any, are declared and paid or
reinvested quarterly. Net realized capital gains, if any, are distributed
annually, unless additional distributions are required for compliance with
applicable tax regulations.

Income dividends and capital gain distributions are determined in accordance
with Federal income tax regulations which may differ from generally accepted
accounting principles.

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 0.65% 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 June 30, 1995, the fees pursuant to such
agreement amounted to $486,807.

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. In addition, Metropolitan receives a fee for maintenance
of the accounts of certain shareholders who are participants in sponsored
arrangements, employee benefit plans and similar programs or plans, through
or under which shares of the Fund may be purchased. During the year ended
June 30, 1995, the amount of such shareholder servicing and account
maintenance expenses was $154,664.

The fees of the Trustees not currently affiliated with the Adviser amounted
to $16,992 during the year ended June 30, 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 June 30, 1995, the amount of such expenses
assumed by the Distributor and its affiliates was $362,010.

<PAGE>

Note 4

For the year ended June 30, 1995, purchases and sales of securities,
exclusive of short-term obligations, aggregated $40,614,076 and $33,532,680,
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, as amended. Under the Plan,
the Fund pays annual service fees to the Distributor at a rate of 0.25% of
average daily net assets for Class A, Class B and Class D shares. In
addition, the Fund pays annual distribution fees of 0.75% of average daily
net assets for Class B and Class D shares. Prior to March 10, 1995, the Fund
paid an annual distribution fee of 0.25% of average daily net assets for
Class A 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 June 30, 1995, fees pursuant to such
plan amounted to $124,247, $49,256 and $6,248 for Class A, Class B and Class
D, respectively.

The Fund has been informed that the Distributor and MetLife Securities, Inc.,
a wholly-owned subsidiary of Metropolitan, earned initial sales charges
aggregating $9,124 and $61,338, respectively on sales of Class A shares of
the Fund during the year ended June 30, 1995, and that MetLife Securities,
Inc. earned commissions aggregating $57,654 on sales of Class B shares, and
that the Distributor collected contingent deferred sales charges of $18,766
and $260 on redemptions of Class B and Class D shares, respectively during
the same period.

Note 6

The Trustees have the authority to issue an unlimited number of shares of
beneficial interest, $.001 par value per share. At June 30, 1995,
Metropolitan owned 40,952 Class D shares of the Fund and the Distributor
owned 3,603 Class A shares of the Fund.

Share transactions were as follows:

<TABLE>
<CAPTION>
                                                          Year ended June 30
                                          ---------------------------------------------------
                                                    1995                       1994
                                           -----------------------   ------------------------
<S>                                      <C>         <C>            <C>          <C>
Class A                                    Shares        Amount       Shares        Amount
- --------------------------------------     --------    -----------    --------   ------------
Shares sold                                348,182   $  4,474,313     701,787    $ 9,391,518
Issued upon reinvestment of:
 Distributions from net realized gains      60,210        746,003     326,568      4,203,916
 Dividend from net investment income         7,369        105,228       --            --
Shares repurchased                        (630,567)    (8,019,412)   (485,491)    (6,490,962)
                                           --------    -----------    --------   ------------
Net increase (decrease)                   (214,806)  $ (2,693,868)    542,864    $ 7,104,472
                                           ========    ===========    ========   ============
Class B                                    Shares       Amount        Shares       Amount
- --------------------------------------     --------    -----------    --------   ------------
Shares sold                                147,104   $  1,868,350     331,579    $ 4,391,724
Issued upon reinvestment of
 distributions from net realized gains       9,061        111,547      10,458        134,629
Shares repurchased                         (63,119)      (791,085)    (61,636)      (856,953)
                                           --------    -----------    --------   ------------
Net increase                                93,046   $  1,188,812     280,401    $ 3,669,400
                                           ========    ===========    ========   ============
Class C                                    Shares       Amount        Shares       Amount
- --------------------------------------     --------    -----------    --------   ------------
Shares sold                              1,589,454   $ 20,294,474   1,535,586    $20,225,914
Issued upon reinvestment of:
 Distributions from net realized gains      69,042        859,569     243,304      3,132,093
 Dividend from net investment income        24,036        342,993       --            --
Shares repurchased                        (784,881)   (10,102,310)   (431,626)    (5,675,170)
                                           --------    -----------    --------   ------------
Net increase (decrease)                    897,651   $ 11,394,726   1,347,264    $17,682,837
                                           ========    ===========    ========   ============
Class D                                    Shares       Amount        Shares       Amount
- --------------------------------------     --------    -----------    --------   ------------
Shares sold                                  5,152   $     64,522       4,702    $    62,348
Issued upon reinvestment of
 distributions from net realized gains       1,172         14,429       6,065         77,953
Shares repurchased                          (1,525)       (20,300)      --            --
                                           --------    -----------    --------   ------------
Net increase                                 4,799   $     58,651      10,767    $   140,301
                                           ========    ===========    ========   ============
</TABLE>

<PAGE>

Financial Highlights
For a share outstanding throughout each year.
<TABLE>
<CAPTION>
                                                                Class A                                     Class B
                                             -----------------------------------------------   ---------------------------------
                                                                                                                   June 1, 1993
                                                                                                                  (Commencement
                                                     Year ended June 30                       Year ended June 30  of Share Class
                                             -----------------------------------------------    ----------------  Designations) to
                                           1995**      1994      1993      1992       1991    1995**      1994     June 30, 1993
- ----------------------------------------     ------    ------    ------    ------    -------    ------    ------   -------------
<S>                                        <C>       <C>       <C>       <C>        <C>        <C>       <C>          <C>
Net asset value, beginning of year         $ 12.44   $ 14.52   $ 13.16   $ 11.19    $ 12.15    $12.36    $14.51       $14.78
Net investment income (loss)*                  .08       .01       .04       .05        .14       .01      (.02)         .00
Net realized and unrealized gain (loss)
  on investments                              2.14       .18      2.48      1.99       (.89)     2.12       .14         (.26)
Distributions from net investment income      (.05)     --        (.04)     (.07)      (.19)     --        --           (.01)
Distributions from net realized gains         (.33)    (2.27)    (1.12)     --         (.02)     (.33)    (2.27)        --
                                             ------    ------    ------    ------    -------    ------    ------   -------------
Net asset value, end of year                $14.28    $12.44    $14.52    $13.16     $11.19    $14.16    $12.36       $14.51
                                             ======    ======    ======    ======    =======    ======    ======   =============
Total return                                 18.34%+    0.93%+   20.37%+   18.27%+    (6.10)%+  17.70%+    0.37%+      (1.77)%+++
  
Net assets at end of year (000s)           $31,174   $29,821   $26,933   $48,473    $35,733    $5,933    $4,029         $663
Ratio of operating expenses to average
  net assets*                                 1.42%     1.50%     1.50%     1.50%      1.50%     2.00%     2.00%        2.00%++
Ratio of net investment income (loss) to
  average net assets*                         0.64%     0.08%     0.23%     0.43%      1.29%     0.08%    (0.39)%       0.03%++
Portfolio turnover rate                      47.93%    62.93%    92.35%    81.89%     72.03%    47.93%    62.93%       92.35%
*Reflects voluntary assumption of fees
 or expenses per share in each year
 (Note 3).                                    $.06      $.04      $.02      $.02       $.03      $.06      $.04         $.00
</TABLE>

<TABLE>
<CAPTION>
                                                             Class C                                    Class D
                                             ---------------------------------------    ----------------------------------------
                                                                     June 1, 1993                                June 1, 1993
                                                                     (Commencement                              (Commencement
                                             Year ended June 30     of Share Class     Year ended June 30       of Share Class
                                              ------------------   Designations) to      ------------------     Designations) to
                                             1995**       1994       June 30, 1993      1995**      1994        June 30, 1993
- -----------------------------------------     -------    -------   -----------------    -------    -------     ------------------
  
<S>                                          <C>        <C>        <C>                  <C>        <C>              <C>
Net asset value, beginning of year            $12.48     $14.51         $14.78          $12.36     $14.51           $14.78
Net investment income (loss)*                    .14        .07           (.00)            .01       (.05)             .00
Net realized and unrealized gain (loss)
 on investments                                 2.15        .17           (.25)           2.11        .17             (.26)
Dividends from net investment income            (.17)      --             (.02)           --         --               (.01)
Distributions from net realized gains           (.33)     (2.27)          --              (.33)     (2.27)            --
                                              -------    -------   -----------------    -------    -------     ------------------
  
Net asset value, end of year                  $14.27     $12.48         $14.51          $14.15     $12.36           $14.51
                                              =======    =======   =================    =======    =======     ==================
  
Total return                                   18.83%+     1.41%+        (1.69)%+++      17.53%+     0.45%+          (1.77)%+++
Net assets at end of year (000s)             $50,503    $32,991        $18,796            $699       $551             $491
Ratio of operating expenses to
  average net assets*                           1.00%      1.00%          1.00%++         2.00%      2.00%            2.00%++
Ratio of net investment income (loss) to
  average net assets*                           1.09%      0.59%         (0.39)%++        0.08%     (0.41)%           0.12%++
Portfolio turnover rate                        47.93%     62.93%         92.35%          47.93%     62.93%           92.35%
*Reflects voluntary assumption of fees or
 expenses per share in each year (Note 3).      $.06        $.06          $.00            $.06       $.06             $.00
</TABLE>

 **Per-share figures have been calculated using the average shares method.

 ++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.

<PAGE>

Report of Independent Accountants

To the Trustees of MetLife-State Street
Equity Trust and the Shareholders of
MetLife-State Street Research Equity Investment 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 Equity Investment Fund (formerly MetLife-State Street Equity
Investment Fund) (a series of MetLife-State Street Equity Trust, hereafter
referred to as the "Trust") at June 30, 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 at June 30, 1995 by correspondence
with the custodian and brokers and the application of alternative auditing
procedures where confirmations from brokers were not received, provide a
reasonable basis for the opinion expressed above.

/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
August 4, 1995

<PAGE>

MetLife-State Street Research Equity Investment Fund

Management's Discussion of Fund Performance

Equity Investment Fund trailed the average total return for Lipper Analytical
Services' growth and income fund category for the 12 months ended June 30,
1995 (does not reflect sales charge).

We have worked to improve the quality and consistency of the Fund's portfolio
over time. In many industries, we sold smaller or more volatile stocks and
replaced them with larger-company stocks. We also added more income to the
portfolio by adding larger, dividend-paying stocks and by investing in
convertible bonds.

In response to the slowing economy, we reduced the Fund's holdings in
cyclical stocks, particularly in automotive, recreation (TV and broadcasting)
and retail stocks. However, because of their attractive prospects, we added
to holdings in gaming and forest products stocks. We also targeted stocks we
believe offer potential even if the economy slows, such as drug stocks.

The decline in interest rates in 1995 benefited most finance stocks and we
sold some of our holdings. Bank stocks performed particularly well. Insurance
stocks did not perform as well.

The Standard & Poor's 500 Composite Index (S&P 500) includes 500
widely-traded common stocks and is a commonly used measure of U.S. stock
market performance. The index is unmanaged and does not take sales charges
into consideration. Direct investment in the index is not possible; results
are for illustrative purposes only.

All returns represent past performance, which is no guarantee of future
results. The investment return and principal value of an investment made in
the Fund will fluctuate and shares, when redeemed, may be worth more or less
than their original cost. All returns assume reinvestment of capital gain
distributions and income dividends.

Performance for a class includes periods prior to the adoption of class
designations in 1993. Performance reflects up to a maximum 4.5% front-end
sales charge or 5% contingent deferred sales charge. "C" shares, offered
without a sales charge, are available only to certain employee benefit plans
and institutions. Performance for "B" and "D" shares prior to class
designations in 1993 reflects annual 12b-1 fees of .50% and subsequent
performance reflects annual 12b-1 fees of 1%.

                       Comparison Of Change In Value Of
                        A $10,000 Investment In Equity
                       Investment Fund and The S&P 500

Class A Shares

          Average Annual Total Return
   1 Year        5 Years        Life of Fund
  +13.01%        +8.80%            +10.19%

8/86    9550    10000
6/87    11760.1 12605.6
6/88    10952.5 11730.2
6/89    12690.4 14135.1
6/90    14789   16462.6
6/91    13887.3 17678.8
6/92    16423.8 20048.4
6/93    19769.4 22779.9
6/94    19953.5 23099.6
6/95    23612.3 29112.4

Class B

         Average Annual Total Return
   1 Year        5 Years        Life of Fund
  +12.70%        +9.27%            +10.62%

8/86    10000   10000
6/87    12314.2 12605.6
6/88    11468.5 11730.2
6/89    13288.4 14135.1
6/90    15485.9 16462.6
6/91    14541.7 17678.8
6/92    17197.7 20048.4
6/93    20685.3 22779.9
6/94    20761.2 23099.6
6/95    24436.3 29112.4

Class C

          Average Annual Total Return
   1 Year        5 Years        Life of Fund
  +18.83%        +10.00%            +10.87%

8/86    10000   10000
6/87    12314.2 12605.6
6/88    11468.5 11730.2
6/89    13288.4 14135.1
6/90    15485.9 16462.6
6/91    14541.7 17678.8
6/92    17197.7 20048.4
6/93    20700.9 22779.9
6/94    20991.8 23099.6
6/95    24945.1 29112.4

Class D

           Average Annual Total Return
   1 Year        5 Years        Life of Fund
  +16.53%        +9.54%            +10.61%

8/86    10000   10000
6/87    12314.2 12605.6
6/88    11468.5 11730.2
6/89    13288.4 14135.1
6/90    15485.9 16462.6
6/91    14541.7 17678.8
6/92    17197.7 20048.4
6/93    20683.8 22779.9
6/94    20776.6 23099.6
6/95    24417.9 29112.4

[Key to charts:
solid line = Equity Investment Fund
dashed line = S&P 500]

<PAGE>

MetLife-State Street Research Equity Income Fund
Investment Portfolio
June 30, 1995

                                                                 Value
                                                   Shares       (Note 1)
- ----------------------------------------------    ---------    ----------
Common Stocks 70.6%
Basic Industries 21.2%
Chemical 8.6%
Atlantic Richfield Co.                              87,600    $ 2,277,600
E.I. du Pont de Nemours and Co.                      3,500        240,625
FMC Corp.*                                          24,000      1,614,000
Monsanto Co.                                         8,400        757,050
Potash Corp. of Saskatchewan, Inc.                  29,000      1,620,375
PPG Industries, Inc.                                13,000        559,000
Rohm & Haas Co.                                     11,100        609,113
                                                               ----------
                                                                7,677,763
                                                               ----------
Diversified 2.6%
Coltec Industries, Inc.*                            49,000        845,250
Corning, Inc.                                       25,000        818,750
Johnson Controls, Inc.                              12,000        678,000
                                                               ----------
                                                                2,342,000
                                                               ----------
Forest Product 2.3%
Bowater, Inc.                                       11,200        502,600
Champion International Corp.                        13,300        693,262
James River Corp.                                   10,000        276,250
Westvaco Corp.                                      14,000        619,500
                                                               ----------
                                                                2,091,612
                                                               ----------
Machinery 3.7%
CBI Industries, Inc.                                63,100      1,585,388
Cincinnati Milacron, Inc.                            9,000        243,000
Cooper Industries, Inc.                              4,000        158,000
Harsco Corp.                                         4,000        211,000
Sundstrand Corp.                                    19,000      1,135,250
                                                               ----------
                                                                3,332,638
                                                               ----------
Metal & Mining 3.9%
Alumax, Inc.*                                       20,000        622,500
Cyprus Amax Minerals Co.                            53,000      1,510,500
Quanex Corp.*                                       40,000        990,000
Timken Co.                                           9,000        415,125
                                                               ----------
                                                                3,538,125
                                                               ----------
Railroad 0.1%
Southern Pacific Rail Corp.*                         3,000         47,250
                                                               ----------
Total Basic Industries                                         19,029,388
                                                               ----------
Consumer Cyclical 11.5%
Automotive 2.5%
Exide Corp.                                         20,000        860,000
Lear Seating Corp.*                                 60,000      1,372,500
                                                               ----------
                                                                2,232,500
                                                               ----------
Building 0.5%
Fleetwood Enterprises Inc.                          23,000        454,250
                                                               ----------
Hotel & Restaurant 0.1%
Motels of America, Inc.+*                              500    $    35,000
                                                               ----------
Recreation 0.0%
Pyramid Communications, Inc. Cl. B+*                   525         23,550
                                                               ----------
Retail Trade 8.4%
Federated Department Stores                         14,100        363,075
Finlay Enterprises, Inc. Cl. A*                        667          9,421
May Department Stores Co.                           10,000        416,250
Penn Traffic Co.*                                   23,800        841,925
J.C. Penney, Inc.                                   29,800      1,430,400
Stop & Shop Cos., Inc.*                             39,600      1,014,750
Tandy Corp.                                         28,000      1,452,500
Vons Companies, Inc.*                                2,500         50,313
Woolworth Corp.                                    130,800      1,978,350
                                                               ----------
                                                                7,556,984
                                                               ----------
Total Consumer Cyclical                                        10,302,284
                                                               ----------
Consumer Staple 4.0%
Business Service 0.1%
Vestar/LPA Investment Corp.+*                        3,125         46,875
                                                               ----------
Container 0.7%
Ball Corp.                                          18,300        638,213
                                                               ----------
Drug 0.5%
Merck & Company, Inc.                                9,200        450,800
                                                               ----------
Food & Beverage 1.6%
Coca-Cola Enterprises, Inc.                         60,000      1,312,500
Darden Restaurants, Inc.*                            7,000         76,125
                                                               ----------
                                                                1,388,625
                                                               ----------
Printing & Publishing 1.1%
American Greetings Corp. Cl. A                      15,500        455,313
Deluxe Corp.                                        15,000        496,875
Dimac Corp.*                                         4,756         71,340
                                                               ----------
                                                                1,023,528
                                                               ----------
Total Consumer Staple                                           3,548,041
                                                               ----------
Energy 5.8%
Oil 5.8%
Crystal Oil Corp.*                                   4,200        129,150
Louisiana Land & Exploration Co.                    46,600      1,858,175
Mitchell Energy & Development Corp. Cl. B           18,000        321,750
Oryx Energy Co.*                                     9,100        125,125
Phillips Petroleum Co.                              38,200      1,274,925
Tosco Corp.                                         45,000      1,434,375
Ultramar Corp.                                       3,600         90,900
                                                               ----------
                                                                5,234,400
                                                               ----------
Total Energy                                                    5,234,400
                                                               ----------
The accompanying notes are an integral part of the financial statements.

<PAGE>

MetLife-State Street Research Equity Income Fund

                                                                 Value
                                                   Shares       (Note 1)
- ----------------------------------------------    ---------    ----------
Finance 9.6%
Bank 0.6%
Chase Manhattan Corp.                                5,000    $   235,000
Mellon Bank Corp.                                    6,600        274,725
West One Bancorp                                     1,000         33,375
                                                               ----------
                                                                  543,100
                                                               ----------
Financial Service 2.6%
Federal Home Loan Mortgage Corp.                    25,000      1,718,750
Federal National Mortgage Association                7,000        660,625
                                                               ----------
                                                                2,379,375
                                                               ----------
Insurance 6.4%
Ace, Ltd.                                           38,100      1,104,900
AMBAC Industries, Inc.                              21,900        878,738
American Re Corp.*                                  39,600      1,475,100
Mid Ocean Ltd.*                                     30,000        948,750
Progressive Corp.                                    7,000        268,625
Safeco Corp.                                        18,000      1,033,875
                                                               ----------
                                                                5,709,988
                                                               ----------
Total Finance                                                   8,632,463
                                                               ----------
Science & Technology 13.4%
Aerospace 3.9%
Boeing Co.                                          30,000      1,878,750
Honeywell, Inc.                                     18,100        780,563
Sequa Corp. Cl. A                                   30,000        877,500
                                                               ----------
                                                                3,536,813
                                                               ----------
Computer Software & Service 3.0%
Computervision Corp.                               400,000      2,650,000
                                                               ----------
Electronic 6.3%
AMP, Inc.                                           24,600      1,039,350
Perkin-Elmer Corp.                                  50,000      1,775,000
Tektronix, Inc.                                     42,000      2,068,500
Thomas & Betts Corp.                                10,900        745,288
                                                               ----------
                                                                5,628,138
                                                               ----------
Office Equipment 0.2%
Diebold, Inc.                                        4,300        187,050
                                                               ----------
Total Science & Technology                                     12,002,001
                                                               ----------
Utility 5.1%
Natural Gas 3.6%
Coastal Corp.                                       13,000        394,875
ENSERCH Corp.                                      120,400      2,061,850
Trans Texas Gas Corp.*                              49,100        742,638
                                                               ----------
                                                                3,199,363
                                                               ----------
Telephone 1.5%
Sprint Corp.                                        38,000    $ 1,320,500
                                                               ----------
Total Utility                                                   4,519,863
                                                               ----------
Total Common Stocks (Cost $53,854,476)                         63,268,440
                                                               ----------
PREFERRED STOCKS & OTHER 13.4%
Anacomp, Inc. Wts.*                                908,099        340,537
Ashland Oil Inc. Cum. Cv. Pfd.                      18,000      1,037,250
Boomtown, Inc. Wts.*                                   250            125
Color Tile, Inc. Pfd.*                              10,000         30,000
Crown Packaging Holdings Ltd. Wts.*+                 2,000         42,500
Food 4 Less Supermarkets, Inc. Wts.*++               1,344         50,064
Ford Motor Co. Cum. Cv. Pfd. A                      15,000      1,456,875
Lewis Galoob Toys, Inc. Cv. Exch. Pfd.*             62,000      1,085,000
Geneva Steel Co. Series B Exch. Pfd.*                4,000        368,000
Granite Broadcasting Corp. Cum. Cv. Exch. Pfd.*     68,000      2,890,000
Kaiser Aluminum Corp. Cv. Pfd.                      37,500        506,250
Kaiser Aluminum Corp. Series A Pfd.                 58,300        561,138
La Petite Holdings Co. Cum. Exch. Pfd.*             45,000        832,500
PageMart, Inc. Wts.*+                                3,450         13,800
Pyramid Communications, Inc. Pfd.+                  16,434        410,856
SDW Holdings Corp. Wts.*+                           27,000        162,000
S.D. Warren Co. Series B Sr. Exch. Pfd.[diamond]    27,000        756,000
Sheffield Steel Corp. Wts.*                          2,500          7,500
Supermarkets General Holding Corp. Exch.
  Pfd.[diamond]                                     55,000      1,485,000
                                                               ----------
Total Preferred Stocks (Cost $11,604,478)                      12,035,395
                                                               ----------

                                      Principal    Maturity
                                       Amount        Date
- ----------------------------------   ---------    ---------     ----------
CONVERTIBLE BONDS 3.0%
Anacomp International N.V. Cv.
  Sub. Deb., 9.00%                    $650,000    1/15/1996        331,500
Rohr, Inc. Cv. Sub. Note, 7.75%        650,000    5/15/2004        949,000
West One Bancorp. Cv. Sub. Deb.,
  7.75%                                840,000    6/30/2006      1,428,000
                                                                ----------
Total Convertible Bonds (Cost $2,122,649)                        2,708,500
                                                                ----------
NON-CONVERTIBLE BONDS 12.6%
Anacomp Inc. Sr. Sub. Note, 15.00%     250,000   11/01/2000        192,500
Bayou Steel Corp. First Mortgage
  Note, 10.25%                         150,000    3/01/2001        139,500
Belle Casinos, Inc. First Mortgage
  Notes, 12.00%+[open box]             175,000   10/15/2000         52,500
Boomtown, Inc. First Mortgage
  Note, 11.50%                         250,000   11/01/2003        220,000
Celcaribe S.A. Units, 0.00% to
  3/14/98, 13.50% from 3/15/98 to
  maturity+                             43,000    3/15/2004        365,500

The accompanying notes are an integral part of the financial statements.

<PAGE>

MetLife-State Street Research Equity Income Fund
Investment Portfolio (cont'd)

                                     Principal    Maturity       Value
                                      Amount        Date       (Note 1)
- ---------------------------------    ---------   ---------     ----------
Non-Convertible Bonds (cont'd)
  Computervision Corp. Sr. Sub.
  Notes, 11.375%                    $  250,000    8/15/1999   $   230,000
Crown Packaging Holdings Ltd. Sr.
  Sub. Notes, 0.00% to 10/31/2000,
  12.25% from 11/1/2000 to maturity  2,000,000   11/01/2003       915,000
Dual Drilling Co. Sr. Sub. Notes,
  9.875%                               400,000    1/15/2004       374,500
Finlay Enterprises, Inc. Sr.
  Disc. Deb., 0.00% to 4/30/98,
  12.00% from 5/1/98 to maturity       250,000    5/01/2005       165,000
Granite Broadcasting Corp. Sr.
  Sub. Deb., 12.75%                    500,000    9/01/2002       537,500
Haynes International, Inc. Sr.
  Sec. Notes, 11.25%                   800,000    6/15/1998       759,200
Heartland Wireless
  Communications, Inc. Units,
  13.00%+                              250,000    4/15/2003       264,375
Horsehead Industries Sub. Note,
  14.00%                               250,000    6/01/1999       255,625
Marcus Cable Capital Co. Sr.
  Disc. Note, 0.00% to 7/31/99,
  13.50% from 8/1/99 to maturity       100,000    8/01/2004        63,250
Motels of America, Inc. Sr. Sub.
  Notes, 12.00%                        500,000    4/15/2004       502,500
PageMart, Inc. Sr. Disc. Notes,
  0.00% to 10/31/98, 12.25% from
  11/1/98 to maturity                  750,000   11/01/2003       474,375
PageMart Nationwide, Inc. Units,
  0.00% to 1/31/2000, 15.00% from
  2/1/2000 to maturity+                500,000    2/01/2005       301,250
Presidio Oil Co. Sr. Sub. Indexed
  Notes, 14.05%[open box]              400,000    7/15/2002       360,000
Presidio Oil Co. Sr. Sec. Notes,
  11.50%[open box]                     650,000    9/15/2000       617,500
Ralphs Grocery Co. Sr. Note,
  10.45%                             1,000,000    6/15/2004     1,000,000
Seven-Up/RC Bottling Co. of
  Southern California, Inc., 11.50%    250,000    8/01/1999       220,000
Sheffield Steel Corp. First
  Mortgage Note, 12.00%                500,000   11/01/2001       470,000
Sullivan Graphics, Inc., 15.00%        650,000    2/01/2001       689,000
U.S.A. Mobile Communications,
  Inc. Sr. Notes, 14.00%            $  750,000   11/01/2004   $   832,500
Viatel, Inc. Sr. Disc. Units,
  0.00% to 1/14/2000, 15.00% from
  1/15/2000 to maturity+                75,000    1/15/2005       487,500
Wilrig A.S. Sr. Sec. Notes,
  11.25%                               750,000    3/15/2004       772,500
                                                               ----------
Total Non-Convertible Bonds (Cost $11,496,505)                 11,261,575
                                                               ----------
COMMERCIAL PAPER 1.1%
American Express Credit Corp.,
  5.85%                                458,000    7/05/1995       458,000
American Express Credit Corp.,
  5.80%                                440,000    7/06/1995       440,000
Household Finance Corp., 5.95%         102,000    7/10/1995       102,000
                                                               ----------
Total Commercial Paper (Cost $1,000,000)                        1,000,000
                                                               ----------
Total Investments (Cost $80,078,108)--100.7%                   90,273,910
Cash and Other Assets, Less Liabilities--(0.7)%                  (623,896)
                                                               ----------
Net Assets--100.0%                                            $89,650,014
                                                               ==========

Federal Income Tax Information:
At June 30, 1995, the net unrealized appreciation of
  investments based on cost for Federal income tax purposes
  of $80,130,888 was as follows:
Aggregate gross unrealized appreciation for all
  investments in which there is an excess of value over tax
  cost                                                          $13,543,345
Aggregate gross unrealized depreciation for all
  investments in which there is an excess of tax cost over
  value                                                          (3,400,323)
                                                                 ----------
                                                                $10,143,022
                                                                 ==========

* Nonincome-producing securities.

[diamond] Payments of income may be made in cash or in the form of additional
securities.

++ Security valued under consistently applied procedures established by the
   Trustees. Security restricted as to public resale. At June 30, 1995, there
   were no outstanding unrestricted securities of the same class as those held.
   The total cost and market value of restricted securities owned at June 30,
   1995 was $0 and $50,064 (0.1% of net assets), respectively.

+ Security restricted in accordance with Rule 144A under the Securities Act
  of 1933, which allows for the resale of such securities among certain
  qualified institutional buyers. The total cost and market value of Rule 144A
  securities owned at June 30, 1995 was $2,124,525 and $2,205,706 (2.5% of net
  assets), respectively.

[open box] Security is in default.

The accompanying note are an integral part of the financial statements.

<PAGE>

MetLife-State Street Research Equity Income Fund
Statement of Assets and Liabilities
June 30, 1995

Assets
Investments, at value (Cost $80,078,108) (Note 1)     $90,273,910
Cash                                                        3,367
Receivable for securities sold                          1,786,405
Dividends and interest receivable                         407,754
Receivable for fund shares sold                            43,467
Receivable from Distributor (Note 3)                       38,622
Other assets                                                  943
                                                      ------------
                                                       92,554,468
Liabilities
Payable for securities purchased                        2,548,321
Accrued transfer agent and shareholder services
  (Note 2)                                                 86,325
Payable for fund shares redeemed                           59,723
Accrued management fee (Note 2)                            50,234
Dividends payable                                          34,823
Accrued distribution fee (Note 5)                          24,012
Accrued trustees' fees (Note 2)                             6,730
Other accrued expenses                                     94,286
                                                      ------------
                                                        2,904,454
                                                      ------------
Net Assets                                            $89,650,014
                                                      ============
Net Assets consist of:
 Undistributed net investment income                  $   322,548
 Unrealized appreciation of investments                10,195,802
 Accumulated net realized gain                          1,165,002
 Shares of beneficial interest                         77,966,662
                                                      ------------
                                                      $89,650,014
                                                      ============
Net Asset Value and redemption price per share of
  Class A shares ($37,327,119 / 3,189,399 shares of
  beneficial interest)                                      $11.70
                                                      ============
Maximum Offering Price per share of Class A shares
  ($11.70 / .955)                                           $12.25
                                                      ============
Net Asset Value and offering price per share of
  Class B shares ($16,130,232 / 1,381,341 shares of
  beneficial interest)*                                     $11.68
                                                      ============
Net Asset Value, offering price and redemption
  price per share of Class C shares ($34,827,097 /
  2,977,684 shares of beneficial interest)                  $11.70
                                                      ============
Net Asset Value and offering price per share of
  Class D shares ($1,365,566 / 116,997 shares of
  beneficial interest)*                                     $11.67
                                                      ============

* 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 June 30, 1995

Investment Income
Dividends, net of foreign taxes of $13,689              $ 1,446,184
Interest                                                  1,731,840
                                                        ------------
                                                          3,178,024
Expenses
Management fee (Note 2)                                     521,730
Transfer agent and shareholder services (Note 2)            347,078
Custodian fee                                               120,859
Registration fees                                            48,026
Reports to shareholders                                      39,974
Audit fee                                                    32,294
Trustees' fees (Note 2)                                      15,303
Distribution fee--Class A (Note 5)                          169,569
Distribution fee--Class B (Note 5)                          134,121
Distribution fee--Class D (Note 5)                           13,692
Legal fees                                                    4,299
Miscellaneous                                                 9,867
                                                        ------------
                                                          1,456,812
Expenses borne by the Distributor (Note 3)                 (333,725)
                                                        ------------
                                                          1,123,087
                                                        ------------
Net investment income                                     2,054,937
                                                        ------------
Realized and Unrealized Gain on Investments
Net realized gain on investments (Notes 1 and 4)          1,155,735
Net unrealized appreciation of investments                9,032,370
                                                        ------------
Net gain on investments                                  10,188,105
                                                        ------------
Net increase in net assets resulting from operations    $12,243,042
                                                        ============

The accompanying notes are an integral part of the financial statements.

<PAGE>

MetLife-State Street Research Equity Income Fund
Statement of Changes in Net Assets

                                             Year ended June 30
                                         ---------------------------
                                            1995            1994
- -------------------------------------    -----------    ------------
Increase (Decrease) in Net Assets
Operations:
Net investment income                   $  2,054,937    $  1,597,466
Net realized gain on investments*          1,155,735       4,575,566
Net unrealized appreciation
 (depreciation) of investments             9,032,370      (4,848,144)
                                         -----------    ------------
Net increase resulting from
 operations                               12,243,042       1,324,888
                                         -----------    ------------
Dividend from net investment income:
 Class A                                    (984,856)       (879,098)
 Class B                                    (285,324)       (103,663)
 Class C                                    (808,655)       (513,407)
 Class D                                     (28,201)        (16,964)
                                         -----------    ------------
                                          (2,107,036)     (1,513,132)
                                         -----------    ------------
Distributions from net realized gains:
 Class A                                  (2,006,103)       (508,404)
 Class B                                    (563,723)        (61,922)
 Class C                                  (1,043,962)       (225,556)
 Class D                                     (63,626)        (11,728)
                                         -----------    ------------
                                          (3,677,414)       (807,610)
                                         -----------    ------------
Net increase from fund share
 transactions (Note 6)                    10,409,654      27,105,811
                                         -----------    ------------
Total increase in net assets              16,868,246      26,109,957
Net Assets
Beginning of year                         72,781,768      46,671,811
                                         -----------    ------------
End of year (including undistributed
 net investment income of $322,548
 and $374,647, respectively)            $ 89,650,014    $ 72,781,768
                                         ===========    ============
* Net realized gain for Federal
  income tax purposes (Note 1)          $  1,208,383    $  4,553,748
                                         ===========    ============

The accompanying notes are an integral part of the financial statements.

Notes to Financial Statements
June 30, 1995

Note 1

MetLife-State Street Research Equity Income Fund, formerly MetLife-State
Street Equity Income Fund (the "Fund") is a series of MetLife-State Street
Equity Trust (the "Trust"), which was organized as a Massachusetts business
trust in March, 1986 and is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company. The Trust
commenced operations in August, 1986. The Trust consists presently of four
separate funds: MetLife-State Street Research Equity Income Fund,
MetLife-State Street Research Capital Appreciation Fund, MetLife-State Street
Research Equity Investment Fund and State Street Research Global Resources
Fund.

The Fund offers four classes of shares. Class A shares are subject to an
initial sales charge of up to 4.50% and an annual service fee of 0.25% of
average daily net assets. Prior to March 10, 1995, Class A shares paid annual
distribution and service fees of 0.50% of average daily net assets.
Investments of $1 million or more in Class A shares, which are not subject to
any initial sales charge, are subject to a 1.00% contingent deferred sales
charge if redeemed within one year of purchase. 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 A 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%. 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
Values for listed securities reflect final sales on national securities
exchanges quoted prior to the close of the New York Stock Exchange.
Over-the-counter securities quoted on the National Association of Securities
Dealers Automated Quotation ("NASDAQ") system are valued at closing prices
supplied through such system. In the absence of recorded sales and for those
over-the-counter securities not quoted on the NASDAQ system, valuations are
at the mean of the closing bid and asked quotations. Fixed income securities
are valued by a pricing service, approved by the Trustees, which utilizes
market transactions, quotations from dealers, and various relationships among
securities in determining value. Short-term securities maturing within sixty
days are valued at amortized cost. Other securities, if any, are valued at
their fair value as determined in accordance with established methods
consistently applied.

The accompanying notes are an integral part of the financial statements.

<PAGE>

MetLife-State Street Research Equity Income Fund

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 are reported on the basis
of identified cost of securities delivered.

C. Net Investment Income
Interest income is accrued daily as earned. Dividend income is accrued on the
ex-dividend date. Discount on debt obligations is amortized under the effective
yield method. Certain preferred securities held by the Fund pay dividends in the
form of additional securities (payment-in-kind securities). Dividend income on
payment-in-kind preferred securities is recorded at the market value of
securities received. Differences between the market value of securities received
and the corresponding amounts of income accrued are recorded as adjustments to
income. The Fund is charged for expenses directly attributable to it, while
indirect expenses are allocated among all funds in the Trust.

D. Dividends
Dividends from net investment income are declared and paid or reinvested
quarterly. Net realized capital gains, if any, are distributed annually,
unless additional distributions are required for compliance with applicable
tax regulations.

Income dividends and capital gain distributions are determined in accordance
with Federal income tax regulations which may differ from generally accepted
accounting principles.

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 0.65% 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 June 30, 1995, the fees pursuant to such
agreement amounted to $521,730.

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. In addition, Metropolitan receives a fee for maintenance of
the accounts of certain shareholders who are participants in sponsored
arrangements, employee benefit plans and similar programs or plans, through or
under which shares of the Fund may be purchased. During the year ended June 30,
1995, the amount of such shareholder servicing and account maintenance expenses
was $152,719.

The fees of the Trustees not currently affiliated with the Adviser amounted
to $15,303 during the year ended June 30, 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 June 30, 1995, the amount of such expenses
assumed by the Distributor and its affiliates was $333,725.

Note 4

For the year ended June 30, 1995, purchases and sales of securities,
exclusive of short-term obligations, aggregated $60,348,734 and $52,696,221,
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, as amended. Under the Plan,
the Fund pays annual service fees to the Distributor at a rate of 0.25% of
average daily net assets for Class A, Class B and Class D shares. In
addition, the Fund pays annual distribution fees of 0.75% of average daily
net assets for Class B and Class D shares. Prior to March 10, 1995, the Fund
paid an annual distribution fee of 0.25% of average daily net assets for
Class A 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 June 30, 1995, fees pursuant to such
plan amounted to $169,569, $134,121 and $13,692 for Class A, Class B and
Class D, respectively.

The Fund has been informed that the Distributor and MetLife Securities, Inc.,
a wholly-owned subsidiary of Metropolitan, earned initial sales charges
aggregating $11,212 and $72,165, respectively, on sales of shares of Class A
shares of the Fund during the year ended June 30, 1995, and that MetLife
Securities, Inc. earned commissions aggregating $130,203 on sales of Class B
shares, and that the Distributor collected contingent deferred sales charges
of $265, $50,949 and $632 on redemptions of Class A, Class B and Class D
shares, respectively during the same period.

<PAGE>

MetLife-State Street Research Equity Income Fund
Notes (cont'd)

Note 6

The Trustees have the authority to issue an unlimited number of shares of
beneficial interest, $.001 par value per share. At June 30, 1995,
Metropolitan owned 49,237 Class D shares of the Fund and the Distributor
owned 3,614 Class A shares of the Fund.

Share transactions were as follows:

<TABLE>
<CAPTION>
                                                                       Year ended June 30
                                                ---------------------------------------------------------------
                                                             1995                             1994
                                                -----------------------------     ------------------------------
Class A                                            Shares          Amount           Shares           Amount
- --------------------------------------------    ------------    ------------     ------------    --------------
<S>                                              <C>             <C>               <C>             <C>
Shares sold                                         398,649      $  4,285,947      1,584,700       $18,024,978
Issued upon reinvestment of:
 Distributions from net realized gains              179,249         1,907,857         40,997           476,381
 Dividends from net investment income                82,151           897,184         71,938           812,948
Shares repurchased                               (1,195,595)      (12,867,093)      (659,533)       (7,545,419)
                                                 ------------    ------------     ------------    --------------
Net increase (decrease)                            (535,546)     $ (5,776,105)     1,038,102       $11,768,888
                                                 ============    ============     ============    ==============

Class B                                             Shares          Amount           Shares          Amount
- --------------------------------------------    ------------    ------------     ------------    --------------
Shares sold                                         532,548      $  5,717,454        988,855       $11,262,723
Issued upon reinvestment of:
 Distributions from net realized gains               48,954           520,771          5,001            58,066
 Dividends from net investment income                23,498           257,756          8,247            91,949
Shares repurchased                                 (213,874)       (2,294,678)      (110,124)       (1,236,154)
                                                 ------------    ------------     ------------    --------------
Net increase                                        391,126      $  4,201,303        891,979       $10,176,584
                                                 ============    ============     ============    ==============
</TABLE>

<TABLE>
<CAPTION>
Class C                                            Shares           Amount          Shares           Amount
- --------------------------------------------    ------------    ------------     ------------    --------------
<S>                                               <C>            <C>               <C>             <C>
Shares sold                                       1,452,407      $15,677,247        817,270        $ 9,352,116
Issued upon reinvestment of:
 Distributions from net realized gains               98,117        1,043,974         19,415            225,406
 Dividends from net investment income                73,413          806,458         45,182            509,180
Shares repurchased                                 (512,040)      (5,526,511)      (498,017)        (5,610,959)
                                                 ------------    ------------     ------------    --------------
Net increase                                      1,111,897      $12,001,168        383,850        $ 4,475,743
                                                 ============    ============     ============    ==============
</TABLE>

<TABLE>
<CAPTION>
Class D                                           Shares           Amount          Shares           Amount
- --------------------------------------------    ------------    ------------     ------------    --------------
<S>                                                <C>            <C>               <C>             <C>
Shares sold                                         24,855        $ 265,512          71,712         $ 819,093
Issued upon reinvestment of:
 Distributions from net realized gains               5,541           58,959             857             9,945
 Dividends from net investment income                1,154           12,472             540             6,076
Shares repurchased                                 (32,405)        (353,655)        (13,472)         (150,518)
                                                 ------------    ------------     ------------    --------------
Net increase (decrease)                               (855)       $  (16,712)        59,637         $ 684,596
                                                 ============    ============     ============    ==============
</TABLE>

<PAGE>

Financial Highlights
For a share outstanding throughout each year.
<TABLE>
<CAPTION>
                                                              Class A                                     Class B
                                            -----------------------------------------------      ---------------------------------
                                                                                                                      June 1, 1993
                                                                                                                   (Commencement of
                                                          Year ended June 30                  Year ended June 30      Share Class
                                            -----------------------------------------------    ----------------    Designations) to
                                             1995**      1994      1993      1992      1991     1995**      1994     June 30, 1993
- ----------------------------------------     ------    ------    ------    ------    -------    ------    ------     -------------
<S>                                           <C>       <C>       <C>       <C>        <C>        <C>       <C>          <C>
Net asset value, beginning of year            $10.87    $10.79     $9.19     $8.33      $9.83     $10.86    $10.79       $10.81
Net investment income*                           .28       .24       .44       .39        .45        .21       .21          .02
Net realized and unrealized gain
  (loss) on investments                         1.37       .25      1.52       .83      (1.08)      1.38       .21         (.02)
  
Dividends from net investment income            (.28)     (.26)     (.36)     (.36)      (.48)      (.23)     (.20)        (.02)
  
Distributions from net realized gains           (.54)     (.15)       --        --       (.39)      (.54)     (.15)          --
                                               ------    ------    ------    ------    -------    ------    ------   -------------
Net asset value, end of year                  $11.70    $10.87    $10.79     $9.19      $8.33     $11.68    $10.86       $10.79
                                               ======    ======    ======    ======    =======    ======    ======   =============
Total return                                   16.12%+    4.30%+   21.64%+   14.81%+    (6.51)%+   15.43%+    3.79%+       0.05%+++
Net assets at end of year (000s)             $37,327   $40,484   $28,995   $51,585    $45,233    $16,130   $10,752       $1,060
Ratio of operating expenses to average
  net assets*                                   1.42%     1.50%     1.50%     1.50%      1.50%      2.00%     2.00%        2.00%++
Ratio of net investment income to 
  average net assets*                           2.55%     2.42%     3.76%     4.27%      5.30%      1.95%     1.80%        1.53%++
Portfolio turnover rate                        67.50%    73.96%    80.42%   102.39%    131.43%     67.50%    73.96%       80.42%
*Reflects voluntary assumption of fees or
expenses per share in each year (Note 3).       $.05      $.05      $.01      $.01       $.01       $.05      $.07         $.00
</TABLE>

<TABLE>
<CAPTION>
                                                            Class C                                Class D
                                                 -------------------------------       --------------------------------
                                                                       June 1, 1993                         June 1, 1993
                                                                      (Commencement of                     (Commencement of
                                                 Year ended June 30    Share Class     Year ended June 30     Share Class
                                                  ----------------    Designations) to ------------------  Designations) to
                                               1995**      1994             1993        1995**      1994    June 30, 1993
- --------------------------------------------     ------    ------        -----------    ------    -----   -------------
<S>                                            <C>        <C>             <C>           <C>      <C>          <C>
Net asset value, beginning of year              $10.86    $10.79           $10.81       $10.86   $10.79       $10.81
Net investment income*                             .32       .33              .03          .22      .21          .02
Net realized and unrealized gain (loss) on
investments                                       1.39       .21             (.02)        1.36      .21         (.02)
Dividends from net investment income              (.33)     (.32)            (.03)        (.23)    (.20)        (.02)
Distributions from net realized gains             (.54)     (.15)             --          (.54)    (.15)          --
                                                 ------    ------        -----------     ------    -----   -------------
Net asset value, end of year                    $11.70    $10.86           $10.79       $11.67   $10.86       $10.79
                                                 ======    ======        ===========    ======    =====     =============
Total return                                     16.64%+    4.84%+           0.14%+++    15.33%+   3.78%+       0.04%+++
Net assets at end of year (000s)               $34,827   $20,266          $15,988       $1,366   $1,280         $628
Ratio of operating expenses to average net
assets*                                           1.00%     1.00%            1.00%++      2.00%    2.00%        2.00%++
Ratio of net investment income to average
net assets*                                       2.93%     2.92%            1.65%++      1.96%    1.88%        1.49%++
Portfolio turnover rate                          67.50%    73.96%           80.42%       67.50%   73.96%       80.42%
*Reflects voluntary assumption of fees or
expenses per share in each year (Note 3).         $.05      $.06             $.00         $.05     $.06         $.00
</TABLE>

 **Per-share figures have been calculated using the average shares method.

 ++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.

<PAGE>

Report of Independent Accountants

To the Trustees of MetLife-State Street
Equity Trust and the Shareholders of
MetLife-State Street Research Equity Income 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 Equity Income Fund, (formerly MetLife-State Street Equity Income
Fund) (a series of MetLife-State Street Equity Trust, hereafter referred to
as the "Trust") at June 30, 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 at June 30, 1995 by correspondence with the
custodian and brokers and the application of alternative auditing procedures
where confirmations from brokers were not received, provide a reasonable
basis for the opinion expressed above.

/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
August 4, 1995

<PAGE>

Management's Discussion of Fund Performance

Equity Income Fund outperformed the average for Lipper Analytical Services'
equity income fund category for the 12 months ended June 30, 1995 (does not
reflect sales charge).

The Fund's portfolio is diversified into corporate and convertible bonds,
which provide more income and tend to offer less price fluctuation than
stocks. Stocks are selected on a value basis.

One of our largest industry positions was in retail stocks, which we began to
emphasize late in 1994 after retail stocks declined sharply. Even though the
economy appears to be slowing down, the Fund has targeted certain cyclical
stocks that could benefit from rising chemical and paper prices.

Equity Income Fund also participated in the two strongest sectors of the
market: technology and finance. In technology, our focus was on aerospace and
electronics stocks. Financial stocks performed poorly last year when interest
rates rose, but recovered in 1995 as rates declined. Our financial holdings
were concentrated in insurance stocks.

The Standard & Poor's 500 Composite Index (S&P 500) includes 500 widely
traded common stocks and is a commonly used measure of U.S. stock market
performance. The index is unmanaged and does not take sales charges into
consideration. Direct investment in the index is not possible; results are
for illustrative purposes only. All returns represent past performance, which
is no guarantee of future results. The investment return and principal value
of an investment made in the Fund will fluctuate and shares, when redeemed,
may be worth more or less than their original cost. All returns assume
reinvestment of capital gain distributions and income dividends. Performance
for a class includes periods prior to the adoption of class designations in
1993. Performance reflects up to a maximum 4.5% front-end sales charge or 5%
contingent deferred sales charge. "C" shares, offered without a sales charge,
are available only to certain employee benefit plans and institutions.
Performance for "B" and "D" shares prior to class designations in 1993
reflects annual 12b-1 fees of .50% and subsequent performance reflects annual
12b-1 fees of 1%.

                       Comparison Of Change In Value Of
                        A $10,000 Investment In Equity
                         Income Fund and The S&P 500

Class A Shares

  Average Annual Total Return
1 Year    5 Year    Life of Fund
+10.90%   +8.63%       +9.23%

"86"    9550    10000
"87"    10832   12605
"88"    10569   11730
"89"    12351   14135
"90"    13768   16462
"91"    12903   17678
"92"    14814   20048
"93"    18037   22779
"94"    18815   23099
"95"    21850   29112

Class B Shares

  Average Annual Total Return
1 Year    5 Year    Life of Fund
+10.43%   +9.08%       +9.63%

"86"    10000   10000
"87"    11342   12605.6
"88"    11074   11730.2
"89"    12954   14135.1
"90"    14443   16462
"91"    13528   17678
"92"    15533   20048
"93"    18896   22779
"94"    19611   23099
"95"    22637   29112

Class C Shares

  Average Annual Total Return
1 Year    5 Year    Life of Fund
+16.64%   +9.83%       +9.89%

"86"    10000   10000
"87"    11342   12605.6
"88"    11074   11730.2
"89"    12954   14135.1
"90"    14443   16462
"91"    13528   17678
"92"    15533   20048
"93"    18913   22779
"94"    19827   23099
"95"    23126   29112

Class D Shares

  Average Annual Total Return
1 Year    5 Year    Life of Fund
+14.33%   +9.34%       +9.62%

"86"    10000   10000
"87"    11342   12605.6
"88"    11074   11730.2
"89"    12954   14135.1
"90"    14443   16462
"91"    13528   17678
"92"    15533   20048
"93"    18895   22779
"94"    19609   23099
"95"    22615   29112



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