METLIFE STATE STREET FINANCIAL TRUST
497, 1995-12-18
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                    Supplement No. 2 dated December 26, 1995
               (Supplanting Supplement No. 1 dated July 17, 1995)
                                       to
                       Prospectus dated February 1, 1995
                                      for
                  STATE STREET RESEARCH GOVERNMENT INCOME FUND
               a series of MetLife - State Street Financial Trust


Investment and Other Policy Changes

The following policy changes apply to the Fund:

1. Reclassification of certain investment policies from fundamental policies
to nonfundamental policies to provide greater investment flexibility as to:

a. investments in securities of companies with less than three (3) years'
   continuous operations (broadening the ability of the Fund to invest in
   securities of such issuers by excluding certain securities from this
   nonfundamental investment restriction);

b. investments in illiquid securities (investments of up to 15% of the Fund's
   net assets in illiquid securities would be permissible).

2. Amendment of the fundamental policy regarding investing in commodities and
commodity contracts to provide greater investment flexibility (investments of
up to 10% of net assets in physical commodities would be permissible and
investments in financial instruments such as options, futures, etc. would not
be deemed investments in commodities and commodity contracts).

3. Amendment of the fundamental policy regarding securities lending to
provide greater investment flexibility (lending of portfolio securities up to
a maximum value of 33-1/3% of the Fund's total assets would be permissible).

4. Amendment of the fundamental policy regarding diversification of
investments to provide greater investment flexibility (diversification
limitations of not more than 5% of the Fund's assets invested in any one
non-governmental issuer and not investing in more than 10% of the voting
securities of an issuer, would apply to only 75% of the Fund's total assets).

5. Amendment of the Master Trust Agreement to permit the Trustees of the
Trust to reorganize, merge or liquidate the Fund without prior shareholder
approval.

6. Amendment of the Master Trust Agreement to eliminate the specified time
permitted between the record date and any shareholders meeting.

The above policy changes will be effective upon, and subject to, shareholder
approval at a meeting scheduled for February, 1996, or any adjournment
thereof. For more detailed information about the changes, obtain a copy of
the related Proxy Statement by calling Shareholder Services at 1-800-562-0032.

Minimum Investment

The section under the caption "Purchase of Shares--Minimum Investment" at
page 10 of the Prospectus is revised in its entirety as follows:
                          "Class of Shares
                   -------------------------------
                     A        B      C       D
                    -----    -----    --   -------
Minimum Initial Investment
 By Wire          $5,000   $5,000    (a)   $5,000
 IRAs             $2,000   $2,000    (a)   $2,000
 By
  Investamatic    $1,000   $1,000    (a)   $1,000
 All other        $2,500   $2,500    (a)   $2,500
Minimum Subsequent Investment
 By Wire          $5,000   $5,000    (a)   $5,000
 IRAs             $   50   $   50    (a)   $   50
 By
  Investamatic    $   50   $   50    (a)   $   50
 All other        $   50   $   50    (a)   $   50
(a) Special conditions apply; contact the Distributor.

  The Fund reserves the right to vary the minimums for initial or subsequent
investments from

                                      1
<PAGE>

time to time as in the case of, for example, exchanges and investments under
various retirement and employee benefit plans, sponsored arrangements
involving group solicitations of the members of an organization, or other
investment plans such as for reinvestment of dividends and distributions or
for periodic investments (e.g., Investamatic Check Program)."

Other Programs

Immediately after the first sentence of the first paragraph under the caption
"Purchase of Shares--Class A Shares--Initial Sales Charges--Other Programs"
at page 13 of the Prospectus, the following is added:

"Sales without a sales charge, or with a reduced sales charge, may also be
made through brokers, financial planners, institutions, and others, under
managed fee-based programs (e.g., "wrap fee" or similar programs) which meet
certain requirements established from time to time by the Distributor, in the
event the Distributor determines to implement such arrangements."

Additional Information

Under the caption "Redemption of Shares--Additional Information" at page 18
of the Prospectus, the first paragraph is revised in its entirety as follows:

"Because of the relatively high cost of maintaining small shareholder
accounts, the Fund reserves the right to involuntarily redeem at its option
any shareholder account which remains below $1,500 for a period of 60 days
after notice is mailed to the applicable shareholder, or to impose a
maintenance fee on such account after 60 days' notice. Such involuntary
redemptions will be subject to applicable sales charges, if any. The Fund may
increase such minimum account value above such amount in the future after
notice to affected shareholders. Involuntarily redeemed shares will be priced
at the net asset value on the date fixed for redemption by the Fund, and the
proceeds of the redemption will be mailed to the affected shareholder at the
address of record. Currently, the maintenance fee is $18 annually, which is
paid to the Transfer Agent. The fee does not apply to certain retirement
accounts or if the shareholder has more than an aggregate $50,000 invested in
the Fund and other Eligible Funds combined. Imposition of a maintenance fee
on a small account could, over time, exhaust the assets of such account."

Investment Plans

The first paragraph under the caption "Shareholder Services--Investment
Plans" at page 21 of the Prospectus is revised in its entirety to read as
follows:


"The Investamatic Check Program is available to Class A, Class B and Class D
shareholders. Under this Program, shareholders may make regular investments
by authorizing withdrawals from their bank accounts each month or quarter on
the Application available from Shareholder Services."


CONTROL NUMBER: 2885-951221(0197)SSR-LD                      GI-393E-1295IBS

                                      2
<PAGE>


                   Supplement No. 3 dated December 26, 1995
              (Supplanting Supplement No. 2 dated July 17, 1995)
                                      to
                      Prospectus dated February 1, 1995
                                     for
           STATE STREET RESEARCH STRATEGIC PORTFOLIOS: CONSERVATIVE
             STATE STREET RESEARCH STRATEGIC PORTFOLIOS: MODERATE
            STATE STREET RESEARCH STRATEGIC PORTFOLIOS: AGGRESSIVE
               SERIES OF METLIFE - STATE STREET FINANCIAL TRUST

Share Classes Available

Shares of the Funds are available as set forth below:

Class A for Strategic Portfolios: Conservative and Strategic Portfolios:
Aggressive: Prior approval must be obtained from the Distributor before Class
A shares are offered to anyone. Subject to such advance approval, Class A
shares are only currently available in certain designated states for
investments of $1,000,000 or more. Class A shares are not currently available
for acquisition through exchanges from another fund. Contact the Distributor
for details.

Class A for Strategic Portfolios: Moderate: Class A shares are not currently
offered.

Class B: Class B shares of all three Funds are not currently offered.

CLASS C: CLASS C SHARES OF ALL THREE FUNDS ARE CURRENTLY OFFERED AND
AVAILABLE FOR INVESTMENT BY CERTAIN EMPLOYEE BENEFIT PLANS AND LARGE
INSTITUTIONS.

Class D: Class D shares of all three Funds are not currently offered.

Investment and Other Policy Changes

The following policy changes apply to the Funds:

1. Amendment of the fundamental policy regarding diversification of
investments to provide greater investment flexibility (diversification
limitation to not invest in more than 10% of the voting securities of an
issuer, would apply to only 75% of the Fund's total assets).

2. Amendment of the Master Trust Agreement to permit the Trustees of the
Trust to reorganize, merge or liquidate a Fund without prior shareholder
approval.

3. Amendment of the Master Trust Agreement to eliminate the specified time
permitted between the record date and any shareholders meeting.

The above policy changes will be effective upon, and subject to, shareholder
approval at a meeting scheduled for February, 1996, or any adjournment
thereof. For more detailed information about the changes, obtain a copy of
the related Proxy Statement by calling Shareholder Services at 1-800-562-0032.

Minimum Investment

The section under the caption "Purchase of Shares--Minimum Investment" at
page 15 of the Prospectus is revised in its entirety as follows:

                                "Class of Shares
                        -------------------------------
                          A        B      C        D
Minimum Initial Investment
 By Wire                $5,000   $5,000   (a)    $5,000
 IRAs                   $2,000   $2,000   (a)    $2,000
 By Investamatic        $1,000   $1,000   (a)    $1,000
 All other              $2,500   $2,500   (a)    $2,500
Minimum Subsequent Investment
 By Wire                $5,000   $5,000   (a)    $5,000
 IRAs                   $   50   $   50   (a)    $   50
 By Investamatic        $   50   $   50   (a)    $   50
 All other              $   50   $   50   (a)    $   50

(a) Special conditions apply; contact the Distributor.

  Each Fund reserves the right to vary the minimums for initial or subsequent
investments from time to

                                      1
<PAGE>

time as in the case of, for example, exchanges and investments under various
retirement and employee benefit plans, sponsored arrangements involving group
solicitations of the members of an organization, or other investment plans
such as for reinvestment of dividends and distributions or for periodic
investments (e.g., Investamatic Check Program)."

Other Programs

Immediately after the first sentence of the first paragraph under the caption
"Purchase of Shares--Class A Shares--Initial Sales Charges--Other Programs"
at page 18 of the Prospectus, the following is added:

"Sales without a sales charge, or with a reduced sales charge, may also be
made through brokers, financial planners, institutions, and others, under
managed fee-based programs (e.g., "wrap fee" or similar programs) which meet
certain requirements established from time to time by the Distributor, in the
event the Distributor determines to implement such arrangements."

Additional Information

Under the caption "Redemption of Shares--Additional Information" at page 23
of the Prospectus, the first paragraph is revised in its entirety as follows:

"Because of the relatively high cost of maintaining small shareholder
accounts, each Fund reserves the right to involuntarily redeem at its option
any shareholder account which remains below $1,500 for a period of 60 days
after notice is mailed to the applicable shareholder, or to impose a
maintenance fee on such account after 60 days' notice. Such involuntary
redemptions will be subject to applicable sales charges, if any. Each Fund
may increase such minimum account value above such amount in the future after
notice to affected shareholders. Involuntarily redeemed shares will be priced
at the net asset value on the date fixed for redemption by a Fund, and the
proceeds of the redemption will be mailed to the affected shareholder at the
address of record. Currently, the maintenance fee is $18 annually, which is
paid to the Transfer Agent. The fee does not apply to certain retirement
accounts or if the shareholder has more than an aggregate $50,000 invested in
a Fund and other Eligible Funds combined. Imposition of a maintenance fee on
a small account could, over time, exhaust the assets of such account."

Investment Plans

The first paragraph under the caption "Shareholder Services--Investment
Plans" at page 25 of the Prospectus is revised in its entirety to read as
follows:

The Investamatic Check Program is available to Class A, Class B and Class D
shareholders. Under this Program, shareholders may make regular investments
by authorizing withdrawals from their bank accounts each month or quarter on
the Application available from Shareholder Services."

CONTROL NUMBER: 2882-951221(0197)SSR-LD                     SP-394E-1295IBS

                                      2




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