[Front Cover]
[sidebar text]
This prospectus has information you should know before you invest. Please read
it carefully and keep it with your investment records.
Although these securities have been registered with the Securities and Exchange
Commission, the SEC has not approved or disapproved them and does not guarantee
the accuracy or adequacy of the information in this prospectus. Anyone who
informs you otherwise is committing a federal crime.
[end of sidebar text]
[STATE STREET RESEARCH LOGO]
[PHOTO OF CUSTOM HOUSE CLOCKFACE, BOSTON]
[STATE STREET RESEARCH LOGO]
Government Income Fund
- ---------------------------------------------------
A bond fund focusing on
U.S. government securities.
Prospectus
March 1, 1999
<PAGE>
CONTENTS
- --------------------------------------------------------------------------------
1 THE FUND
----------
1 Goal and Strategies
2 Principal Risks
4 Volatility and Performance
6 Investor Expenses
8 Investment Management
9 YOUR INVESTMENT
-----------------
9 Opening an Account
9 Choosing a Share Class
10 Sales Charges
13 Dealer Compensation
14 Buying and Selling Shares
18 Account Policies
20 Distributions and Taxes
21 Investor Services
22 OTHER INFORMATION
-------------------
22 Other Securities and Risks
24 Financial Highlights
26 Board of Trustees
Back Cover For Additional Information
<PAGE>
THE FUND 1
- --------------------------------------------------------------------------------
[chesspiece graphic] GOAL AND STRATEGIES
FUNDAMENTAL GOAL The fund seeks high current income.
PRINCIPAL STRATEGIES Under normal market conditions, the fund invests at least
65% of total assets in U.S. government securities. These may include debt
securities of such issuers as:
[bullet] the U.S. Treasury
[bullet] the Government National Mortgage Association (Ginnie Mae)
[bullet] the Federal National Mortgage Association (Fannie Mae)
[bullet] the Federal Home Loan Mortgage Corporation (Freddie Mac)
[bullet] the Resolution Funding Corporation
The fund may also invest in STRIPS, securities offered by the government in
which the principal and interest components of U.S. Treasury bonds trade
separately from each other.
The fund may invest up to 35% of total assets in other government and private
securities. These may include mortgage-related securities (securities that
represent interests in pools of mortgages) that are issued by investment banks
and insurance companies. At the time of purchase these securities are in the
highest rating category (Standard & Poor's AAA or Moody's Aaa) or if unrated are
the equivalent. The fund may also invest in foreign securities, asset-backed
securities and trust certificates (securities representing interest in pools of
U.S. government loans), as well as custodial receipts, which are similar to
STRIPS but are privately issued.
In managing its portfolio, the fund attempts to balance sensitivity to interest
rate movements with the
[sidebar text]
[magnifying glass graphic]
WHO MAY WANT TO INVEST
State Street Research Government Income Fund is designed for investors who seek
one or more of the following:
[bullet] a relatively conservative investment for income
[bullet] a bond fund that emphasizes highly creditworthy U.S. government
securities
[bullet] a fund to complement a portfolio of more aggressive investments
The fund is NOT appropriate for investors who:
[bullet] want to avoid even moderate volatility
[bullet] are seeking high growth or maximum income
[bullet] are investing emergency reserve money
[end of sidebar text]
<PAGE>
2 THE FUND CONTINUED
- --------------------------------------------------------------------------------
potential for yields. Although the fund may invest in securities of any
maturity, it generally invests in those with medium- to long-term remaining
maturities in order to obtain higher yields. Securities with longer maturities,
however, tend to be more sensitive to interest rate changes. Thus at times the
fund may invest in short-term and other types of securities. In addition, the
fund may emphasize securities of different sectors - for example, U.S.
Treasuries or mortgage-related securities, both for reasons of yield and of
interest rate sensitivity.
The fund may adjust the composition of its portfolio as market conditions and
economic outlooks change. For more information about the fund's investments and
practices, see page 22.
[traffic sign graphic] PRINCIPAL RISKS
Because the fund invests primarily in bonds and other debt securities,
its major risks are those of bond investing, including the tendency of prices to
fall when interest rates rise. Such a fall would lower the fund's share price
and the value of your investment.
In general, the price of a bond will move in the opposite direction from
interest rates, for the reason that new bonds issued after a rise in rates will
offer higher yields to investors; the only way an existing bond with a lower
yield can appear attractive to investors is by selling at a lower price. (This
principle works in reverse as well: a fall in interest rates will tend to cause
a bond's price to rise). Also, STRIPS can be highly volatile.
Mortgage-related securities can offer attractive yields, but carry additional
risks. The prices and yields of mortgage-related securities typically assume
that the securities will be redeemed at a given time before maturity. When
interest rates fall substantially, these securities are usually redeemed early
because the underlying mortgages are often prepaid. The fund would then have to
reinvest the money at a lower rate. In addition, the price or yield of
mortgage-related securities may fall if they are redeemed after that date.
The success of the fund's investment strategy depends largely on the portfolio
manager's skill in assessing the direction and impact of interest
<PAGE>
3
------
rate movements and the creditworthiness of the fund's non-U.S. government
securities.
The fund's shares will rise and fall in value and there is a risk that you could
lose money by investing in the fund. Also, the fund cannot be certain that it
will achieve its goal. Finally, fund shares are not bank deposits and are not
guaranteed, endorsed or insured by any financial institution, government entity
or the FDIC.
Information on other securities and risks appears on page 22.
A "snapshot" of the fund's investments may be found in the current annual or
semiannual report (see back cover).
[SIDEBAR TEXT]
[MAGNIFYING GLASS GRAPHIC]
U.S. GOVERNMENT
SECURITIES AND
CREDIT QUALITY
The term "U.S. government securities" covers securities from a range of issuers.
These include the federal government itself, various agencies and certain
organizations created through legislation. Some of these issuers are actually
private (or partly so) but have a special relationship with the government.
Treasury securities are direct obligations of the U.S. Treasury, and are backed
by the full faith and credit of the federal government. This is recognized as
the strongest form of credit backing in the U.S.
Some securities that are not issued by the U.S. Treasury carry the government's
full faith and credit backing as to principal or interest, although they are not
actually direct obligations of the government. Other securities are backed by
the issuer's right to borrow up to a certain amount from the U.S. Treasury,
while some are backed only by the credit of the issuing organization itself or
by a pledge that the government would intervene in the event of a default.
While there are different shades of credit quality to these securities,
government securities as a group are considered highly creditworthy. Of course,
credit quality only pertains to the risk of default; the market value of these
securities will still change with movements in interest rates and other factors.
[END OF SIDEBAR TEXT]
<PAGE>
4 VOLATILITY AND PERFORMANCE
- --------------------------------------------------------------------------------
[description of bar chart]
<TABLE>
<CAPTION>
Years ended December 31
---------------------------------------------------------------------------------
Year-by-Year Total Return (Class A) 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12.53 8.91 16.08 6.75 9.85 (2.89) 17.62 3.16 9.12 9.11
</TABLE>
[end description of bar chart]
[ARROW UP] Best quarter: second quarter 1989, up 6.88%
[ARROW DOWN] Worst quarter: first quarter 1994, down 2.22%
<TABLE>
<CAPTION>
As of December 31, 1998
-------------------------------------------
Average Annual Total Return 1 Year 5 Years 10 Years
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A (%) 4.20 6.02 8.37
-------------------------------------------------------------------------------------------------------
Class B(1) (%) (introduced January 1, 1999) -- -- --
-------------------------------------------------------------------------------------------------------
Class B (%) 3.24 5.86 8.40
-------------------------------------------------------------------------------------------------------
Class C (%) 7.32 6.19 8.41
-------------------------------------------------------------------------------------------------------
Class S (%) 9.39 7.24 9.02
-------------------------------------------------------------------------------------------------------
Merrill Lynch Government Master Index (%) 9.85 7.21 9.17
-------------------------------------------------------------------------------------------------------
Lipper General U.S. Government Funds Index (%) 7.85 6.01 7.92
</TABLE>
<PAGE>
5
------
[sidebar text]
[magnifying glass graphic] UNDERSTANDING VOLATILITY AND PERFORMANCE
The chart and table on the opposite page are designed to show two aspects of the
fund's track record:
[bullet] YEAR-BY-YEAR TOTAL RETURN shows how volatile the fund has been: how
much the difference has been, historically, between its best years and
worst years. In general, funds with higher average annual total returns
will also have higher volatility. The graph includes the effects of
fund expenses, but not sales charges. If sales charges had been
included, returns would have been less than shown.
[bullet] AVERAGE ANNUAL TOTAL RETURN is a measure of the fund's performance over
time. It is determined by taking the fund's performance over a given
period and expressing it as an average annual rate. Average annual
total return includes the effects of fund expenses and maximum sales
charges for each class, and assumes that you sold your shares at the
end of the period.
Also included are two independent measures of performance. The Merrill Lynch
Government Master Index is an unmanaged index of fixed-rate U.S. Treasury and
agency securities. The Lipper General U.S. Govern-ment Funds Index shows the
performance of a category of mutual funds with similar goals. The Lipper index,
which is also unmanaged, shows you how well the fund has done compared to
competing funds.
While the fund does not seek to match the returns or the volatility of any
index, these indices can be used as rough guides when gauging the return of this
and other investments. When making comparisons, keep in mind that none of the
indices includes the effects of sales charges. Also, even if your bond portfolio
were identical to the Merrill Lynch Government Master Index, your returns would
always be lower, because this index does not include brokerage and
administrative expenses.
In both the chart and the table, the returns shown for the fund include
performance from before the creation of share classes in 1993. If the returns
for Class B and Class C from before 1993 had reflected their current
distribution/service (12b-1) fees (as described on page 12), these returns would
have been lower.
Keep in mind that past performance is no guarantee of future results.
[END OF SIDEBAR TEXT]
<PAGE>
6 INVESTOR EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class descriptions begin on page 10
- ------------------------------------------------------------------------------------------------------------------------------------
Shareholder Fees (% of offering price) Class A Class B(1) Class B Class C Class S
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Maximum front-end sales charge (load) 4.50 0.00 0.00 0.00 0.00
----------------------------------------------------------------------------------------------------
Maximum deferred sales charge (load) 0.00(a) 5.00 5.00 1.00 0.00
----------------------------------------------------------------------------------------------------
<CAPTION>
Annual Fund Expenses (% of average net assets) Class A Class B(1) Class B Class C Class S
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Management fee(b) 0.59 0.59 0.59 0.59 0.59
----------------------------------------------------------------------------------------------------
Distribution/service (12b-1) fees 0.25 1.00 1.00 1.00 0.00
----------------------------------------------------------------------------------------------------
Other expenses 0.21 0.21 0.21 0.21 0.21
---- ---- ---- ---- ----
----------------------------------------------------------------------------------------------------
Total annual fund operating expenses 1.05 1.80 1.80 1.80 0.80
==== ==== ==== ==== ====
----------------------------------------------------------------------------------------------------
<CAPTION>
Year Class A Class B(1) Class B Class C Class S
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 $552 $683/$183 $683/$183 $283/$183 $82
----------------------------------------------------------------------------------------------------
3 $769 $866/$566 $866/$566 $566 $255
----------------------------------------------------------------------------------------------------
5 $1,003 $1,175/$975 $1,175/$975 $975 $444
----------------------------------------------------------------------------------------------------
10 $1,675 $1,919 $1,919 $2,116 $990
----------------------------------------------------------------------------------------------------
</TABLE>
[footnote text]
(a) Except for investments of $1 million or more; see page 13.
(b) Reflects fee schedule that became effective August 1, 1998 as if it had been
in place during the Fund's previous fiscal year.
[End footnote text]
<PAGE>
[sidebar text]
[magnifying glass graphic] UNDERSTANDING INVESTOR EXPENSES
The information on the opposite page is designed to give you an idea of what you
should expect to pay in expenses as an investor in the fund:
[bullet] SHAREHOLDER FEES are costs that are charged to you directly. These fees
are not charged on reinvestments or exchanges.
[bullet] ANNUAL FUND EXPENSES are deducted from the fund's assets every year,
and are thus paid indirectly by all fund investors.
[bullet] The EXAMPLE is designed to allow you to compare the costs of this fund
with those of other funds. It assumes that you invested $10,000 over
the years indicated, reinvested all distributions, earned a
hypothetical 5% annual return and paid the maximum applicable sales
charges. For Class B(1) and Class B shares, it also assumes the
automatic conversion to Class A after eight years.
Where two numbers are shown separated by a slash, the first one assumes you sold
all your shares at the end of the period, while the second assumes you stayed in
the fund. Where there is only one number, the costs would be the same either
way.
Investors should keep in mind that the example is for comparison purposes only.
The fund's actual performance and expenses may be higher or lower.
<PAGE>
8 THE FUND CONTINUED
- --------------------------------------------------------------------------------
[thinker graphic] INVESTMENT MANAGEMENT
The fund's investment manager is State Street Research & Management Company, One
Financial Center, Boston, MA 02111. The firm traces its heritage back to 1924
and the founding of one of America's first mutual funds. Today the firm has more
than $54 billion in assets under management (as of January 31, 1999), including
$17 billion in mutual funds.
The investment manager is responsible for the fund's investment and business
activities, and receives the management fee as compensation. The management fee
is 0.60% of the first $500 million of net assets, annually, 0.55% of the next
$500 million, and 0.50% of any amount over $1 billion. The investment manager is
a subsidiary of Metropolitan Life Insurance Company.
John H. Kallis has been responsible for the fund's day-to-day portfolio
management since its inception in March 1987. A senior vice president, he joined
the firm in 1987 and has worked as an investment professional since 1963.
<PAGE>
YOUR INVESTMENT 9
- --------------------------------------------------------------------------------
[Key Graphic] OPENING AN ACCOUNT
If you are opening an account through a financial professional, he or she can
assist you with all phases of your investment.
If you are investing through a large retirement plan or other special program,
follow the instructions in your program materials.
To open an account without the help of a financial professional, please use the
instructions on these pages.
[Checklist Graphic] CHOOSING A SHARE CLASS
The fund generally offers four share classes, each with its own sales charge and
expense structure: Class A, Class B(1), Class C and Class S. The fund also
offers Class B shares, but only to current Class B shareholders through
reinvestment of dividends and distributions or through exchanges from existing
Class B accounts of State Street Research funds.
If you are investing a substantial amount and plan to hold your shares for a
long period, Class A shares may make the most sense for you. If you are
investing a lesser amount, you may want to consider Class B(1) shares (if
investing for at least six years) or Class C shares (if investing for less than
six years). If you are investing through a special program, such as a large
employer-sponsored retirement plan or certain programs available through
financial professionals, you may be eligible to purchase Class S shares.
Because all future investments in your account will be made in the share class
you designate when opening the account, you should make your decision carefully.
Your financial professional can help you choose the share class that makes the
most sense for you.
<PAGE>
10 YOUR INVESTMENT CONTINUED
- --------------------------------------------------------------------------------
CLASS A - FRONT LOAD
[bullet] Initial sales charge of 4.5% or less
[bullet] Lower sales charges for larger investments; see sales charge schedule
at right
[bullet] Lower annual expenses than Class B(1) or Class C shares because of
lower distribution/service (12b-1) fee of 0.25%
Class B (1)- BACK LOAD
[bullet] No initial sales charge
[bullet] Deferred sales charge of 5% or less on shares you sell within six years
[bullet] Annual distribution/service (12b-1) fee of 1.00%
[bullet] Automatic conversion to Class A shares after eight years, reducing
future annual expenses
CLASS B - BACK LOAD
[bullet] Available only to current Class B shareholders. See page 11 for
details
CLASS C - LEVEL LOAD
[bullet] No initial sales charge
[bullet] Deferred sales charge of 1%, paid if you sell shares within one year of
purchase
[bullet] Lower deferred sales charge than Class B(1) shares
[bullet] Annual distribution/service (12b-1) fee of 1.00%
[bullet] No conversion to Class A shares after eight years, so annual expenses
do not decrease
CLASS S - SPECIAL PROGRAMS
[bullet] Available only through certain retirement accounts, advisory accounts
of the investment manager and other special programs, including
programs through financial professionals with recordkeeping and other
services; these programs usually involve special conditions and
separate fees (consult your financial professional or your program
materials)
[bullet] No sales charges of any kind
[bullet] No distribution/service (12b-1) fees; annual expenses are lower than
other share classes
SALES CHARGES
Class A - Front Load
<TABLE>
<CAPTION>
WHEN YOU INVEST THIS % IS WHICH EQUALS
THIS AMOUNT DEDUCTED THIS % OF
FOR SALES YOUR NET
CHARGES INVESTMENT
- -----------------------------------------------------------------
<S> <C> <C>
Up to $100,000 4.50 4.71
- -----------------------------------------------------------------
$100,000 to $250,000 3.50 3.63
- -----------------------------------------------------------------
$250,000 to $500,000 2.50 2.56
- -----------------------------------------------------------------
$500,000 to $1 million 2.00 2.04
- -----------------------------------------------------------------
$1 million or more see below
</TABLE>
With Class A shares, you pay a sales charge only when you buy shares.
If you are investing $1 million or more (either as a lump sum or through any of
the methods described on the application), you can purchase Class A shares
without any sales charge. However, you may be charged a "contingent deferred
sales
<PAGE>
11
-------
charge" (CDSC) of 1% if you sell any shares within one year of purchasing them.
See "Other CDSC Policies" on page 12.
Class A shares are also offered with low or no sales charges through various
wrap-fee programs and other sponsored arrangements (consult your financial
professional or your program materials).
CLASS B(1) - BACK LOAD
<TABLE>
<CAPTION>
THIS % OF NET ASSET VALUE
WHEN YOU SELL SHARES AT THE TIME OF PURCHASE (OR
IN THIS YEAR AFTER YOU OF SALE, IF LOWER) IS DEDUCT-
BOUGHT THEM ED FROM YOUR PROCEEDS
- --------------------------------------------------------------------
<S> <C>
First year 5.00
- --------------------------------------------------------------------
Second year 4.00
- --------------------------------------------------------------------
Third year 3.00
- --------------------------------------------------------------------
Fourth year 3.00
- --------------------------------------------------------------------
Fifth year 2.00
- --------------------------------------------------------------------
Sixth year 1.00
- --------------------------------------------------------------------
Seventh or eighth year None
</TABLE>
With Class B(1) shares, you pay no sales charge when you invest, but you are
charged a "contingent deferred sales charge" (CDSC) when you sell shares you
have held for six years or less, as described in the table above. See "Other
CDSC Policies" on page 12.
Class B(1) shares automatically convert to Class A shares after eight years;
Class A shares have lower annual expenses.
CLASS B - BACK LOAD
- -------------------
Class B shares are available only to current shareholders
through reinvestment of dividends and distributions or through exchanges from
existing Class B accounts of the State Street Research funds. Other investments
made by current Class B shareholders will be in Class B(1) shares.
With Class B shares, you are charged a "contingent deferred sales charge" (CDSC)
when you sell shares you have held for five years or less. The CDSC is a
percentage of net asset value at the time of purchase (or of sale, if lower) and
is deducted from your proceeds. When you sell shares in the first year after you
bought them, the CDSC is 5.00%; second year, 4.00%; third year, 3.00%; fourth
year, 3.00%; fifth year, 2.00%; sixth year or later, none. See "Other CSDC
Policies" on page 12.
Class B shares automatically convert to Class A shares after eight years.
<PAGE>
12 YOUR INVESTMENT CONTINUED
- --------------------------------------------------------------------------------
CLASS C - LEVEL LOAD
<TABLE>
<CAPTION>
THIS % OF NET ASSET VALUE
WHEN YOU SELL SHARES AT THE TIME OF PURCHASE (OR
IN THIS YEAR AFTER YOU OR SALE, IF LOWER) IS DEDUCT-
BOUGHT THEM ED FROM YOUR PROCEEDS
- ----------------------------------------------------------------------
<S> <C>
First year 1.00
- ----------------------------------------------------------------------
Second year or later None
- ----------------------------------------------------------------------
</TABLE>
With Class C shares, you pay no sales charge when you invest, but you are
charged a "contingent deferred sales charge" (CDSC) when you sell shares you
have held for one year or less, as described in the table above. See "Other CDSC
Policies" on this page.
Class C shares currently have the same annual expenses as Class B(1) shares, but
never convert to Class A shares.
CLASS S - SPECIAL PROGRAMS
Class S shares have no sales charges.
OTHER CDSC POLICIES
The CDSC will be based on the net asset value of the shares at the time of
purchase (or sale, if lower). Any shares acquired through reinvestment are not
subject to the CDSC. There is no CDSC on exchanges into other State Street
Research funds, and the date of your initial investment will continue to be used
as the basis for CDSC calculations when you exchange. To ensure that you pay the
lowest CDSC possible, the fund will always use the shares with the lowest CDSC
to fill your sell requests.
The CDSC is waived on shares sold for participant initiated distributions from
State Street Research prototype employee retirement plans. In other cases, the
CDSC is waived on shares sold for mandatory retirement distributions or for
distributions because of disability or death. Consult your financial
professional or the State Street Research Service Center for more
information.
[sidebar text]
[magnifying glass graphic] UNDERSTANDING DISTRIBUTION/SERVICE FEES
As noted in the descriptions on page 10, all share classes except Class S have
an annual distribution/service fee, also called a 12b-1 fee.
Under its current 12b-1 plans, the fund may pay certain distribution and service
fees for these classes out of fund assets. Because 12b-1 fees are an ongoing
expense, they will increase the cost of your investment and, over time, could
potentially cost you more than if you had paid other types of sales charges. For
that reason, you should consider the effects of 12b-1 fees as well as sales
loads when choosing a share class.
Some of the 12b-1 fee is used to compensate those financial professionals who
sell fund shares and provide ongoing service to shareholders. The table on page
13 shows how these professionals' compensation is calculated.
The fund may continue to pay 12b-1 fees even if the fund is subsequently closed
to new accounts.
[end of sidebar text]
<PAGE>
13
-------
[check graphic] Dealer Compensation
Financial professionals who sell shares of State Street Research funds and
perform services for fund investors may receive sales commissions and annual
fees. These are paid by the fund's distributor, using money from sales charges,
distribution/service (12b-1) fees and its other resources.
Brokers and agents may charge a transaction fee on orders of fund shares placed
directly through them. The distributor may pay its affiliate MetLife Securities,
Inc. additional compensation of up to 0.25% of certain sales or assets.
BROKERS FOR PORTFOLIO TRADES
When placing trades for the fund's portfolio, State Street Research chooses
brokers that provide the best execution (a term defined by service as well as
price), but may also consider a broker's sales of fund shares.
<TABLE>
<CAPTION>
Maximum Dealer Compensation % Class A Class B(1) Class B Class C Class S
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Commission See below 4.00 4.00 1.00 0.00
Investments up to $100,000 4.00 - - - -
$100,000 to $250,000 3.00 - - - -
$250,000 to $500,000 2.00 - - - -
$500,000 to $1 million 1.75 - - - -
First $1 to 3 million 1.00(a) - - - -
Next $2 million 0.75(a) - - - -
Next $2 million 0.50(a) - - - -
Next $1 and above 0.25(a) - - - -
Annual fee 0.25 0.25 0.25 1.00 0.00
</TABLE>
[footnote text]
(a) If your financial professional declines this commission, the one-year CDSC
on your investment is waived.
[end footnote text]
<PAGE>
14 BUYING AND SELLING SHARES
- --------------------------------------------------------------------------------
[Cach Register Graphic] POLICIES FOR BUYING SHARES
Once you have chosen a share class, the next step is to determine the amount you
want to invest.
MINIMUM INITIAL INVESTMENTS:
[bullet] $1,000 for accounts that use the Investamatic program(a)
[bullet] $2,000 for Individual Retirement Accounts(a)
[bullet] $2,500 for all other accounts
MINIMUM ADDITIONAL INVESTMENTS:
[bullet] $50 for any account
Complete the enclosed application. You can avoid future inconvenience by signing
up now for any services you might later use.
TIMING OF REQUESTS All requests received in good order by State Street Research
before the close of regular trading on the New York Stock Exchange (usually 4:00
p.m. eastern time) will be executed the same day, at that day's closing share
price. Orders received thereafter will be executed the following day, at that
day's closing share price.
WIRE TRANSACTIONS Funds may be wired between 8:00 a.m. and 4:00 p.m. eastern
time. To make a same-day wire investment, please notify State Street Research by
12:00 noon of your intention to wire funds, and make sure your wire arrives by
4:00 p.m. If the New York Stock Exchange closes before 4 p.m. eastern time, you
may be unable to make a same-day wire investment. Your bank may charge a fee for
wiring money.
[footnote text]
(a) Through April 15, 1999, the minimum is $500 for Individual Retirement
Accounts. Also, the $10 annual administrative fee will be waived for new
IRAs with $5,000 invested by then.
[end footnote text]
<PAGE>
INSTRUCTIONS FOR BUYING SHARES 15
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
To Open an Account To Add to an Account
<S> <C> <C> <C>
[graphic of Through a Consult your financial professional or Consult your financial professional or
Briefcase] Professional your program materials. your program materials.
or Program
By Mail [graphic of Mailbox] Make your check payable to "State Street Fill out an investment slip or indicate
Research Funds." Forward the check and the fund name and account number on your
your application to check. Make your check payable to "State
State Street Research. Street Research Funds." Forward the
check and slip to State Street Research.
[graphic of By Federal Call to obtain an account number and Call State Street Research to obtain a
Federal Funds Wire forward your application to State Street control number. Instruct your bank to
Building] Research. Wire funds using the wire funds to:
instructions at right. [bullet] State Street Bank and Trust Company,
Boston, MA
[bullet] ABA: 011000028
[bullet] BNF: fund name and share class you
want to buy
[bullet] AC: 99029761
[bullet] OBI: your name and your account number
[bullet] Control: the number given to you by
State Street Research
By Electronic [graphic of Verify that your bank is a member of the Call State Street Research to verify
Funds Transfer electric plus ACH (Automated Clearing House) system. that the necessary bank information is
(ACH) Forward your application to State Street on file for your account. If it is, you
Research. Please be sure to include the may request a transfer with the same
appropriate bank information. Call State phone call. If not, please ask State
Street Research to request a purchase. Street Research to provide you with an
EZ Trader application.
[graphic of By Investamatic Forward your application, with all Call State Street Research to verify that
calender] appropriate sections completed, to State Investamatic is in place on your account.
Street Research, along with a check of to request a form to add it. Investments
for your initial investment payable to are automatic once Investamatic is in place.
"State Street Research Funds".
By Exchange [Graphic of Call State Street Research or visit our Call State Street Research or visit our
Exchange] Web site. Web site.
State Street Research Service Center PO Box 8408, Boston, MA 02266-8408 Internet www.ssrfunds.com
Call toll-free: 1-800-562-0032 (business days 8:00 a.m. - 6:00 p.m., eastern time)
</TABLE>
<PAGE>
16 YOUR INVESTMENT CONTINUED
- --------------------------------------------------------------------------------
[Cash Register Graphic] POLICIES FOR SELLING SHARES
CIRCUMSTANCES THAT REQUIRE WRITTEN REQUESTS Please submit instructions in
writing when any of the following apply:
[bullet] you are selling more than $100,000 worth of shares
[bullet] the name or address on the account has changed within the last 30 days
[bullet] you want the proceeds to go to a name or address not on the account
registration
[bullet] you are transferring shares to an account with a different registration
or share class
[bullet] you are selling shares held in a corporate or fiduciary account; for
these accounts, additional documents are required:
corporate accounts: certified copy of a corporate resolution
fiduciary accounts: copy of power of attorney or other governing
document
To protect your account against fraud, all signatures on these documents must be
guaranteed. You may obtain a signature guarantee at most banks and securities
dealers. A notary public cannot provide a signature guarantee.
INCOMPLETE SELL REQUESTS State Street Research will attempt to notify you
promptly if any information necessary to process your request is missing.
TIMING OF REQUESTS All requests received in good order by State Street Research
before the close of regular trading on the New York Stock Exchange (usually 4:00
p.m. eastern time) will be executed the same day, at that day's closing share
price. Requests received thereafter will be executed the following day, at that
day's closing share price.
WIRE TRANSACTIONS Proceeds sent by federal funds wire must total at least
$5,000. A fee of $7.50 will be deducted from all proceeds sent by wire, and your
bank may charge an additional fee to receive wired funds.
SELLING RECENTLY PURCHASED SHARES If you sell shares before the check or
electronic funds transfer (ACH) for those shares has been collected, you will
not receive the proceeds until your initial payment has cleared. This may take
up to 15 days after your purchase was recorded (in rare cases, longer). If you
open an account with shares purchased by wire, you cannot sell those shares
until your application has been processed.
<PAGE>
INSTRUCTIONS FOR SELLING SHARES 17
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
[Graphic of Through a Consult your financial professional or your program materials.
Briefcase] Professional
or Program
By Mail [Graphic of Mailbox] Send a letter of instruction, an endorsed stock power or share certificates (if you
hold certificate shares) to State Street Research. Specify the fund, the account
number and the dollar value or number of shares. Be sure to include all necessary
signatures and any additional documents, as well as signature guarantees if required
(see facing page).
[Graphic of By Federal Check with State Street Research to make sure that a wire redemption privilege,
Federal Building] Funds Wire including a bank designation, is in place on your account. Once this is established,
you may place your request to sell shares with State Street Research. Proceeds will be
wired to your pre-designated bank account. (See "Wire Transactions" on facing page.)
By Electronic [Graphic of Check with State Street Research to make sure that the EZ Trader feature, including a
Funds Transfer Electric Plug] bank designation, is in place on your account. Once this is established, you may place
(ACH) your request to sell shares with State Street Research. Proceeds will be sent to your
pre-designated bank account.
[Graphic of By Telephone As long as the transaction does not require a written request (see facing page), you
Telephone] or your financial professional can sell shares by calling State Street Research. A
check will be mailed to your address of record on the following business day.
By Exchange [Graphic of Exchange] Read the prospectus for the fund into which you are exchanging. Call State Street
Research or visit our Web site.
[Graphic of Calendar] By Systematic See plan information on page 21.
Withdrawal Plan
By Check [Graphic of Check] The checkwriting privilege is available for Class A shares only. If you have
requested this privilege on yourapplication you may write checks for amounts from $500
to $100,000.
State Street Research Service Center PO Box 8408, Boston, MA 02266-8408 Internet www.ssrfunds.com
Call toll-free: 1-800-562-0032 (business days 8:00 a.m. - 6:00 p.m., eastern time)
</TABLE>
<PAGE>
18 YOUR INVESTMENT CONTINUED
- --------------------------------------------------------------------------------
[Graphic of Policies] ACCOUNT POLICIES
Telephone Requests When you open an account you automatically receive telephone
privileges, allowing you to place requests for your account by telephone. Your
financial professional can also use these privileges to request exchanges on
your account and, with your written permission, redemptions. For your
protection, all telephone calls are recorded.
As long as State Street Research takes certain measures to authenticate
telephone requests on your account, you may be held responsible for unauthorized
requests. Unauthorized telephone requests are rare, but if you want to protect
yourself completely, you can decline the telephone privilege on your
application. The fund may suspend or eliminate the telephone privilege at any
time.
EXCHANGES PRIVILEGES There is no fee to exchange shares among State Street
Research funds. Your new fund shares will be the equivalent class of your
current shares. Any contingent deferred sales charges will continue to be
calculated from the date of your initial investment.
You must hold Class A shares of any fund for at least 30 days before you may
exchange them at net asset value for Class A shares of a different fund with a
higher applicable sales charge.
Frequent exchanges can interfere with fund management and drive up costs for all
shareholders. Because of this, the fund currently limits each account, or group
of accounts under common ownership or control, to six exchanges per calendar
year. The fund may change or eliminate the exchange privilege at any time, may
limit or cancel any shareholder's exchange privilege and may refuse to accept
any exchange request, particularly those associated with "market timing"
strategies.
For Merrill Lynch customers, exchange privileges extend to Summit Cash Reserves
Fund, which is related to the fund for purposes of investment and investor
services.
ACCOUNTS WITH LOW BALANCES If the value of your account falls below $1,500,
State Street Research may mail you a notice asking you to bring the account back
up to $1,500 or close it out. If you do not take action within 60 days, State
Street Research may either sell your shares and mail the proceeds to you at the
address of record or, depending on the circumstances, may deduct an annual
maintenance fee (currently $18).
<PAGE>
19
-------
THE FUND'S BUSINESS HOURS The fund is open the same days as the New York Stock
Exchange (generally Monday through Friday). Fund representatives are available
from 8:00 a.m. to 6:00 p.m. eastern time on these days.
CALCULATING SHARE PRICE The fund calculates its share price every business day
at the close of regular trading on the New York Stock Exchange (usually at 4:00
p.m. eastern time). The share price is the fund's total assets minus its
liabilities (net asset value, or NAV) divided by the number of existing shares.
In calculating its NAV, the fund uses the last reported sale price or quotation
for portfolio securities. However, in cases where these are unavailable, or when
the investment manager believes that subsequent events have rendered them
unreliable, the fund may use fair-value estimates instead.
Because foreign securities markets are sometimes open on different days from
U.S. markets, there may be instances when the value of the fund's portfolio
changes on days when you cannot buy or sell fund shares.
REINSTATING RECENTLY SOLD SHARES For 120 days after you sell shares, you have
the right to "reinstate" your investment by putting some or all of the proceeds
into any currently available State Street Research fund at net asset value. Any
CDSC you paid on the amount you are reinstating will be credited to your
account. You may only use this privilege once in any twelve-month period with
respect to your shares of a given fund.
Additional Policies Please note that the fund maintains additional policies and
reserves certain rights, including:
[bullet] The fund may vary its requirements for initial or additional
investments, exchanges, reinvestments, periodic investment plans,
retirement and employee benefit plans, sponsored arrangements and other
similar programs
[bullet] All orders to purchase shares are subject to acceptance by the fund
[bullet] At any time, the fund may change or discontinue its sales charge
waivers and any of its order acceptance practices, and may suspend the
sale of its shares
[bullet] The fund may delay sending you redemption proceeds for up to seven
days, or longer if permitted by the SEC
[bullet] To permit investors to obtain the current price, dealers are
responsible for transmitting all orders to the State Street Research
Service Center promptly
<PAGE>
20 YOUR INVESTMENT CONTINUED
- --------------------------------------------------------------------------------
[sidebar text
[Magnifying glass graphic] TAX CONSIDERATIONS
Unless your investment is in a tax-deferred account, you may want to avoid:
[bullet] investing a large amount in the fund close to the end of its fiscal
year or calendar year (if the fund makes a distribution, you will
receive some of your investment back as a taxable distribution)
[bullet] selling shares at a loss for tax purposes and investing in a
substantially identical investment within 30 days before or after that
sale (such a transaction is usually considered a "wash sale," and you
will not be allowed to claim a tax loss in the current year)
[end of sidebar text]
[Graphic of Uncle Sam] DISTRIBUTIONS AND TAXES
INCOME AND CAPITAL GAINS DISTRIBUTIONS The fund distributes its net income and
net capital gains to shareholders. Using projections of its future income, the
fund declares dividends daily and pays them monthly. Net capital gains, if any,
are distributed in December, after the end of the fund's fiscal year, which is
October 31. To comply with tax regulations, the fund may also pay an additional
capital gains distribution in December.
You may have your distributions reinvested in the fund, invested in a different
State Street Research fund, deposited in a bank account or mailed out by check.
If you do not give State Street Research other instructions, your distributions
will automatically be reinvested in the fund.
TAX EFFECTS OF DISTRIBUTIONS AND TRANSACTIONS In general, any dividends and
short-term capital gains distributions you receive from the fund are taxable as
ordinary income. Distributions of other capital gains are generally taxable as
capital gains--in most cases, at different rates from those that apply to
ordinary income.
The tax you pay on a given capital gains distribution generally depends on how
long the fund has held the portfolio securities it sold. It does not
<PAGE>
21
-------
depend on how long you have owned your shares and whether you reinvest your
distributions.
Every year, the fund will send you information detailing the amount of ordinary
income and capital gains distributed to you for the previous year.
The sale of shares in your account may produce a gain or loss, and is a taxable
event. For tax purposes, an exchange is the same as a sale.
Your investment in the fund could have additional tax consequences. Please
consult your tax professional for assistance.
BACKUP WITHHOLDING By law, the fund must withhold 31% of your distributions and
proceeds if you have not provided complete, correct taxpayer information.
[Interlocked Hands Graphic] INVESTOR SERVICES
INVESTAMATIC PROGRAM Use Investamatic to set up regular automatic investments in
the fund from your bank account. You determine the frequency and amount of your
investments.
SYSTEMATIC WITHDRAWAL PLAN This plan is designed for retirees and other
investors who want regular withdrawals from a fund account. The plan is free and
allows you to withdraw up to 8% of your fund assets a year without incurring any
contingent deferred sales charges. Certain terms and minimums apply.
EZ TRADER This service allows you to purchase or sell fund shares over the
telephone through the ACH (Automated Clearing House)system.
DIVIDEND ALLOCATION PLAN This plan automatically invests your distributions from
the fund into another fund of your choice, without any fees or sales charges.
AUTOMATIC BANK CONNECTION This plan lets you route any distributions or
Systematic Withdrawal Plan payments directly to your bank account.
RETIREMENT PLANS State Street Research also offers a full range of prototype
retirement plans for individuals, sole proprietors, partnerships, corporations
and employees.
Call 1-800-562-0032 for information on any of the services described above.
<PAGE>
22 OTHER INFORMATION
- -----------------------------------------------------
[Graphic of securities certificates] OTHER SECURITIES AND RISKS
Each of the fund's portfolio securities and investment practices offers certain
opportunities and carries various risks. Major investments and risk factors are
outlined in the fund description starting on page 1. Below are brief
descriptions of other securities and practices, along with their associated
risks.
RESTRICTED AND ILLIQUID SECURITIES Any securities that are thinly traded or
whose resale is restricted can be difficult to sell at a desired time and price.
Some of these securities are new and complex, and trade only among institutions;
the markets for these securities are still developing, and may not function as
efficiently as established markets. Owning a large percentage of restricted and
illiquid securities could hamper the fund's ability to raise cash to meet
redemptions. Also, because there may not be an established market price for
these securities, the fund may have to estimate their value, which means that
their valuation (and, to a much smaller extent, the valuation of the fund) may
have a subjective element.
FOREIGN INVESTMENTS Foreign securities are generally more volatile than their
domestic counterparts, in part because of higher political and economic risks,
lack of reliable information and fluctuations in currency exchange rates. These
risks are usually higher in less developed countries. The fund may use foreign
currencies and related instruments to hedge its foreign investments.
In addition, foreign securities may be more difficult to resell and the markets
for them less efficient than for comparable U.S. securities. Even where a
foreign security increases in price in its local currency, the appreciation may
be diluted by the negative effect of exchange rates when the security's value is
converted to U.S. dollars. Foreign withholding taxes also may apply and errors
and delays may occur in the settlement process for foreign securities.
DERIVATIVES Derivatives, a category that includes options and futures, are
financial instruments whose value derives from one or more securities, indices
or currencies. The fund may use certain derivatives for hedging (attempting to
offset a potential loss in one position by establishing an interest in an
opposite position). This includes the use of currency-based derivatives for
hedging its position in foreign securities. The fund may also use certain
derivatives for speculation (investing for potential income or capital gain).
While hedging can guard against potential risks, it adds to the fund's expenses
and can eliminate some opportunities for gains. There is also a risk that a
derivative intended as a hedge may not perform as expected.
<PAGE>
23
-------
The main risk with derivatives is that some types can amplify a gain or loss,
potentially earning or losing substantially more money than the actual cost of
the derivative.
With some derivatives, whether used for hedging or speculation, there is also
the risk that the counterparty may fail to honor its contract terms, causing a
loss for the fund.
SECURITIES LENDING The fund may seek additional income or fees by lending
portfolio securities to qualified institutions. By reinvesting any cash
collateral it receives in these transactions, the fund could realize additional
gains or losses. If the borrower fails to return the securities and the invested
collateral has declined in value, the fund could lose money.
SHORT-TERM TRADING While the fund ordinarily does not trade securities for
short-term profits, it will sell any security at the time it believes best,
which may result in short-term trading. Short-term trading can increase the
fund's transaction costs and may increase your tax liability if there are
capital gains.
WHEN-ISSUED SECURITIES The fund may invest in securities prior to their date of
issue. These securities could fall in value by the time they are actually
issued, which may be any time from a few days to over a year.
ZERO (OR STEP) COUPONS A zero coupon security is a debt security that is
purchased and traded at a discount to its face value because it pays no interest
for some or all of its life. Interest, however, is reported as income to the
fund and the fund is required to distribute to shareholders an amount equal to
the amount reported. Those distributions may force the fund to liquidate
portfolio securities at a disadvantageous time.
ASSET-BACKED SECURITIES Asset-backed securities represent interests in pools of
debt (other than mortgage notes), such as credit card accounts. The principal
risks of asset-backed securities are that on the underlying obligations,
payments may be made more slowly, and rates of default may be higher, than
expected. In addition, because some of these securities are new or complex,
unanticipated problems may affect their value or liquidity.
DEFENSIVE INVESTING During unusual market conditions, the fund may place up to
100% of total assets in cash or high-quality, short-term debt securities.To the
extent that the fund does this, it is not pursuing its goal.
YEAR 2000 The investment manager does not currently anticipate that computer
problems related to the year 2000 will have a material effect on the fund.
However, there can be no assurances is this area, including the possibility that
year 2000 computer problems could negatively affect communication systems,
investment markets or the economy in general.
<PAGE>
24 FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
These highlights are intended to help you understand the fund's performance over
the past five years. The information in these tables has been audited by
PricewaterhouseCoopers LLP, the fund's independent accountants. Their report and
the fund's financial statements are included in the fund's annual report, which
is available upon request. Total return figures assume reinvestment of all
distributions.
<TABLE>
<CAPTION>
Class A Class B
-------------------------------------------------------------------------------------------
Years ended October 31 Years ended October 31
Per Share Data 1994(a) 1995(a) 1996(a) 1997(a) 1998(a) 1994(a) 1995(a) 1996(a) 1997(a) 1998(a)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of year ($) 12.92 11.68 12.58 12.43 12.65 12.91 11.66 12.55 12.40 12.61
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net investment income ($) 0.81 0.83 0.81 0.80 0.78 0.72 0.73 0.71 0.70 0.68
Net realized and unrealized gain
(loss) on investments, options,
forward contracts and foreign
currency ($) (1.26) 0.88 (0.17) 0.22 0.43 (1.27) 0.87 (0.16) 0.22 0.43
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total from investment operations ($) (0.45) 1.71 0.64 1.02 1.21 (0.55) 1.60 0.55 0.92 1.11
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Dividends from net investment income ($) (0.79) (0.81) (0.79) (0.80) (0.79) (0.70) (0.71) (0.70) (0.71) (0.69)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total distributions ($) (0.79) (0.81) (0.79) (0.80) (0.79) (0.70) (0.71) (0.70) (0.71) (0.69)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value, end of year ($) 11.68 12.58 12.43 12.65 13.07 11.66 12.55 12.40 12.61 13.03
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
Total return (%)(b) (3.58) 15.07 5.28 8.52 9.85 (4.38) 14.15 4.51 7.66 9.07
Ratios/Supplemental Data
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets at end of year
($ thousands) 638,418 655,045 584,313 524,565 518,651 52,319 87,908 95,218 97,253 129,976
- ------------------------------------------------------------------------------------------------------------------------------------
Expense ratio (%) 1.07 1.10 1.09 1.08 1.09 1.82 1.85 1.84 1.83 1.84
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income
to average net assets (%) 6.54 6.83 6.50 6.44 6.11 5.86 6.01 5.75 5.68 5.33
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 134.41 105.57 88.79 124.95 160.89 134.41 105.57 88.79 124.95 160.89
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
25
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<TABLE>
<CAPTION>
Class C Class S
-------------------------------------------------------------------------------------------
Years ended October 31 Years ended October 31
Per Share Data 1994 1995(a) 1996(a) 1997(a) 1998(a) 1994 1995(a) 1996(a) 1997(a) 1998(a)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of year ($) 12.91 11.66 12.56 12.41 12.62 12.92 11.67 12.57 12.42 12.64
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net investment income ($) 0.72 0.74 0.71 0.70 0.67 0.84 0.90 0.84 0.80 0.81
Net realized and unrealized gain
(loss) on investments, options,
forward contracts and foreign
currency ($) (1.27) 0.87 (0.16) 0.22 0.44 (1.27) 0.84 (0.17) 0.25 0.43
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total from investment operations ($) (0.55) 1.61 0.55 0.92 1.11 (0.43) 1.74 0.67 1.05 1.24
Dividends from net investment income ($) (0.70) (0.71) (0.70) (0.71) (0.69) (0.82) (0.84) (0.82) (0.83) (0.82)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total distributions ($) (0.70) (0.71) (0.70) (0.71) (0.69) (0.82) (0.84) (0.82) (0.83) (0.82)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value, end of year ($) 11.66 12.56 12.41 12.62 13.04 11.67 12.57 12.42 12.64 13.06
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
Total return (%)(b) (4.38) 14.24 4.51 7.65 9.06 (3.42) 15.37 5.55 8.80 10.13
Ratios/Supplemental Data
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets at end of year ($ thousands) 13,425 13,033 14,473 16,301 27,659 203 5,036 7,767 32,115 31,468
- ------------------------------------------------------------------------------------------------------------------------------------
Expense ratio (%) 1.82 1.85 1.84 1.83 1.84 0.82 0.85 0.84 0.82 0.84
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income
to average net assets (%) 5.84 6.08 5.76 5.68 5.28 8.01 6.79 6.78 6.66 6.38
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 134.41 105.57 88.79 124.95 160.89 134.41 105.57 88.79 124.95 160.89
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[footnote text]
(a) Per-share figures have been calculated using the average shares method.
(b) Does not reflect any front-end or contingent deferred sales charge.
[end footnote text]
<PAGE>
26 BOARD OF TRUSTEES
- --------------------------------------------------------------------------------
[COLUMN GRAPHIC]
The Board of Trustees is responsible for the operation of the fund. They
establish the fund's major policies, review investments, and provide guidance to
the investment manager and others who provide services to the fund. The Trustees
have diverse backgrounds and substantial experience in business and other areas.
Ralph F. Verni
Chairman of the Board, President
Chief Executive Officer and Director,
State Street Research & Management
Company
Steve A. Garban
Former Senior Vice President for Finance
and Operations and Treasurer,
The Pennsylvania State University
Malcolm T. Hopkins
Former Vice Chairman of the Board
and Chief Financial Officer,
St. Regis Corp.
Edward M. Lamont
Formerly in banking, (with an affiliate of
J.P. Morgan & Co. in New York); presently
engaged in private investments and civic
affairs
Robert A. Lawrence
Former Partner, Saltonstall & Co.
Dean O. Morton
Former Executive Vice President,
Chief Operating Officer and Director,
Hewlett-Packard Company
Susan M. Phillips
Dean, School of Business and Public
Management, George Washington
University; former Member of the Board of
Governors of the Federal Reserve System
and Chairman and Commissioner
of the Commodity Futures Trading
Commission
Toby Rosenblatt
President, The Glen Ellen Company
Vice President, Founders Investments Ltd.
Michael S. Scott Morton
Jay W. Forrester Professor of
Management, Sloan School of
Management, Massachusetts
Institute of Technology
<PAGE>
FOR ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
[begin sidebar text]
If you have questions about the fund or would like to request a free copy of
the current annual/semiannual report or SAI, contact State Street Research or
your financial professional.
[STATE STREET RESEARCH LOGO]
Service Center
P.O. Box 8408, Boston, MA 02266
Telephone: 1-800-562-0032
Internet: www.ssrfunds.com
You can also obtain information about the fund, including the SAI and certain
other fund documents, on the Internet at www.sec.gov, in person at the SEC's
Public Reference Room in Washington, DC (telephone 1-800-SEC-0330) or by mail by
sending your request, along with a duplicating fee, to the SEC's Public
Reference Section, Washington, DC 20549-6009.
prospectus
- ----------------------------
SEC File Number: 811-4911
[end of sidebar text]
You can find additional information on the fund's structure and its performance
in the following documents:
ANNUAL/SEMIANNUAL REPORTS While the prospectus describes the fund's potential
investments, these reports detail the fund's actual investments as of the report
date. Reports include a discussion by fund management of recent economic and
market trends and fund performance. The annual report also includes the report
of the fund's independent accountants.
STATEMENT OF ADDITIONAL INFORMATION (SAI) A supplement to the prospectus,
the SAI contains further information about the fund and its investment
limitations and policies. A current SAI for this fund is on file with the
Securities and Exchange Commission and is incorporated by reference (is legally
part of this prospectus).
<TABLE>
<CAPTION>
Ticker Symbols
- ------------------------------------------
<S> <C>
Class A SSGIX
- ------------------------------------------
Class B(1) (proposed) SGIPX
- ------------------------------------------
Class B SSGBX
- ------------------------------------------
Class C SGIDX
- ------------------------------------------
Class S (proposed) SGICX
</TABLE>
GI-906E-0399
Control Number: (exp0300)SSR-LD
<PAGE>
STATE STREET RESEARCH GOVERNMENT INCOME FUND
a Series of
STATE STREET RESEARCH FINANCIAL TRUST
STATEMENT OF ADDITIONAL INFORMATION
March 1, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
INVESTMENT OBJECTIVE..................................................2
ADDITIONAL INVESTMENT POLICIES AND RESTRICTIONS.......................2
ADDITIONAL INFORMATION CONCERNING
CERTAIN RISKS AND INVESTMENT TECHNIQUES....................4
DEBT INSTRUMENTS AND PERMITTED CASH INVESTMENTS..................... 17
THE TRUST, THE FUND AND ITS SHARES.................................. 21
TRUSTEES AND OFFICERS............................................... 24
MANAGEMENT OF THE FUND AND INVESTMENT ADVISORY SERVICES............. 29
PURCHASE AND REDEMPTION OF SHARES................................... 30
SHAREHOLDER ACCOUNTS................................................ 37
NET ASSET VALUE..................................................... 41
PORTFOLIO TRANSACTIONS.............................................. 42
CERTAIN TAX MATTERS................................................. 46
DISTRIBUTION OF SHARES OF THE FUND.................................. 49
CALCULATION OF PERFORMANCE DATA..................................... 54
CUSTODIAN ......................................................... 58
INDEPENDENT ACCOUNTANTS............................................. 58
FINANCIAL STATEMENTS................................................ 59
</TABLE>
The following Statement of Additional Information is not a
Prospectus. It should be read in conjunction with the Prospectus of State Street
Research Government Income Fund (the "Fund") dated March 1, 1999 which may be
obtained without charge from the offices of State Street Research Financial
Trust (the "Trust") or State Street Research Investment Services, Inc. (the
"Distributor"), One Financial Center, Boston, Massachusetts 02111-2690.
The Fund's financial statements as of and for the fiscal year ended
October 31, 1998, which are included in the Fund's Annual Report to Shareholders
for that year, are incorporated by reference. The Annual Report is available,
without charge, upon request by calling 1-800-562-0032.
CONTROL NUMBER: (EXP0300)SSR-LD
<PAGE>
INVESTMENT OBJECTIVE
As set forth under " The Fund--Goal and Strategies--Fundamental Goal"
in the Prospectus of State Street Research Government Income Fund (the "Fund"),
the Fund's investment goal, which is to seek high current income, is fundamental
and may not be changed except by the affirmative vote of a majority of the
outstanding voting securities of the 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.)
ADDITIONAL INVESTMENT POLICIES AND RESTRICTIONS
As set forth under " The Fund-- Principal Risks" and "Other
Information--Other Securities and Risks" in the Fund's Prospectus, the Fund has
adopted certain investment restrictions, and those restrictions are either
fundamental or not fundamental. Fundamental restrictions may not be changed
except by the affirmative vote of a majority of the outstanding voting
securities of the Fund. Restrictions that are not fundamental may be changed by
a vote of a majority of the Trustees of the Trust.
The Fund's fundamental investment restrictions are set forth below.
Under these restrictions, it is the Fund's policy:
(1) not to purchase a security of any one issuer (other than
securities issued or guaranteed as to principal or interest
by the U.S. Government or its agencies or instrumentalities
or mixed-ownership Government corporations) if such
purchase would, with respect to 75% of the Fund's total
assets, cause more than 5% of the Fund's total assets to be
invested in the securities of such issuer or cause more
than 10% of the voting securities of such issuer to be held
by the Fund;
(2) not to issue senior securities, except that the Fund may
borrow money and engage in reverse repurchase agreements in
amounts up to one-third of the value of the Fund's net
assets including the amounts borrowed (provided that
reverse repurchase agreements shall be limited to 5% of the
Fund's total assets);
(3) not to underwrite any issue of securities, except as it may
be deemed to be an underwriter under the Securities Act of
1933 in connection with the sale of securities in
accordance with its investment objective, policies and
limitations;
2
<PAGE>
(4) not to purchase or sell real estate, although it may invest
in securities of companies whose business involves the
purchase or sale of real estate or in securities which are
secured by real estate or interests in real estate;
(5) not to invest in physical commodities or physical commodity
contracts or options in excess of 10% of the Fund's total
assets, except that investments in essentially financial
items or arrangements such as, but not limited to, swap
arrangements, hybrids, currencies, currency and other
forward contracts, futures contracts and options on futures
contracts on securities, securities indices, interest rates
and currencies shall not be deemed investments in
commodities or commodities contracts;
(6) not to lend money; however, the Fund may lend portfolio
securities and purchase bonds, debentures, notes and
similar obligations (and enter into repurchase agreements
with respect thereto);
(7) not to sell securities short;
(8) not to invest in oil, gas or other mineral exploration or
development programs (provided that the 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);
(9) not to make any investment which would cause more than 25%
of the value of the Fund's total assets to be invested in
securities of issuers principally engaged in any one
industry (for purposes of this restriction, (a) utilities
will be divided according to their services so that, for
example, gas, gas transmission, electric and telephone
companies will each be deemed in a separate industry, (b)
oil and oil related companies will be divided by type so
that, for example, oil production companies, oil service
companies and refining and marketing companies will each be
deemed in a separate industry, (c) finance companies will
be classified according to the industry of their parent
companies, and (d) securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities
(including repurchase agreements collateralized by U.S.
Government securities) shall be excluded);
(10) not to borrow money (through reverse repurchase agreements
or otherwise) except for emergency purposes or to
facilitate management of the portfolio by enabling the Fund
to meet redemption requests when the liquidation of
portfolio accounts is determined to be inconvenient or
disadvantageous, provided that additional investments will
be suspended during any period when borrowings exceed 5% of
the Fund's net assets, and provided further that reverse
repurchase agreements shall not exceed 5% of the Fund's
total assets; (during the period in which any reverse
repurchase agreements are outstanding, the
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Fund will restrict the purchase of portfolio instruments to
money market instruments maturing on or before the
expiration date of the reverse repurchase agreements. Such
purchases will be made only to the extent necessary to
assure completion of the reverse repurchase agreement);
(11) not to purchase securities on margin other than in
connection with the purchase of put options on financial
futures contracts, but the Fund may obtain such short-term
credits as are necessary for clearance of transactions; and
(12) not to hypothecate, mortgage or pledge any of its assets
except to secure permitted borrowings and then not in
excess of 10% of such Fund's total assets, at the time of
the borrowing [as a matter of interpretation which is not
part of the fundamental policy, futures, options and
forward commitments, and related escrow or custodian
receipts or letters, margin or safekeeping accounts, or
similar arrangements used in the industry in connection
with the trading of such investments, are not deemed to
involve a hypothecation, mortgage or pledge of assets].
The following investment restrictions may be changed without
shareholder approval. Under these restrictions, it is the 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);
and
(2) not to purchase a security issued by another investment
company, except to the extent permitted under the 1940 Act
or except by purchases in the open market involving only
customary brokers' commissions, or securities acquired as
dividends or distributions or in connection with a merger,
consolidation or similar transaction or other exchange.
ADDITIONAL INFORMATION CONCERNING
CERTAIN RISKS AND INVESTMENT TECHNIQUES
Derivatives
The Fund may buy and sell certain types of derivatives, such as
options, futures contracts, options on futures contracts, and swaps under
circumstances in which such instruments are expected by the State Street
Research & Management Company (the "Investment Manager") to aid in achieving the
Fund's investment objective. The Fund may also purchase instruments with
characteristics of both futures and securities (e.g., debt instruments with
interest and principal payments determined by reference to the value of a
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commodity or a currency at a future time) and which, therefore, possess the
risks of both futures and securities investments.
Derivatives, such as options, futures contracts, options on futures
contracts, and swaps enable the Fund to take both "short" positions (positions
which anticipate a decline in the market value of a particular asset or index)
and "long" positions (positions which anticipate an increase in the market value
of a particular asset or index). The Fund may also use strategies which involve
simultaneous short and long positions in response to specific market conditions,
such as where the Investment Manager anticipates unusually high or low market
volatility.
The Investment Manager may enter into derivative positions for the
Fund for either hedging or non-hedging purposes. The term hedging is applied to
defensive strategies designed to protect the Fund from an expected decline in
the market value of an asset or group of assets that the Fund owns (in the case
of a short hedge) or to protect the Fund from an expected rise in the market
value of an asset or group of assets which it intends to acquire in the future
(in the case of a long or "anticipatory" hedge). Non-hedging strategies include
strategies designed to produce incremental income (such as the option writing
strategy described below) or "speculative" strategies which are undertaken to
profit from (i) an expected decline in the market value of an asset or group of
assets which the Fund does not own or (ii) expected increases in the market
value of an asset which it does not plan to acquire. Information about specific
types of instruments is provided below.
Futures Contracts
Futures contracts are publicly traded contracts to buy or sell an
underlying asset or group of assets, such as a currency, 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. The Fund will initially be required to deposit with
the Trust's custodian or the futures commission merchant effecting the futures
transaction an amount of "initial margin" in cash or securities, as permitted
under applicable regulatory policies.
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 the 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
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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, the 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.
In transactions establishing a long position in a futures contract,
assets 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, assets having
a value equal to the aggregate face value of the futures contract will be
identified with respect to each short position. The Fund will utilize such
assets and methods of cover as appropriate under applicable exchange and
regulatory policies.
Options
The Fund may use options to implement its investment strategy. There
are two basic types of options: "puts" and "calls." Each type of option can
establish either a long or a short position, depending upon whether the Fund is
the purchaser or the writer of the option. 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, that is, 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. In general, a purchased put
increases in value as the value of the underlying security falls and a purchased
call increases in value as the value of the underlying security rises.
The principal reason to write options is to generate extra income
(the premium paid by the buyer). 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,
that is, 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, that is, the
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difference between the agreed-upon price that the 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
its 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.
Among the options which the Fund may enter are options on securities
indices. In general, options on indices of securities are similar to options on
the securities themselves except that delivery requirements are different. For
example, a put option on an index of securities does not give the holder the
right to make actual delivery of a basket of securities but instead 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,
the 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. In
connection with the use of such options, the Fund may cover its position by
identifying assets having a value equal to the aggregate face value of the
option position taken.
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.
Limitations and Risks of Options and Futures Activity
The Fund may not 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. The Fund
applies a similar policy to options that are not commodities.
As noted above, the Fund may engage in both hedging and nonhedging
strategies. Although effective hedging can generally capture the bulk of a
desired risk adjustment, no hedge is completely effective. The Fund's ability to
hedge effectively through transactions in
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futures and options depends on the degree to which price movements in its
holdings correlate with price movements of the futures and options.
Nonhedging strategies typically involve special risks. The
profitability of the Fund's nonhedging strategies will depend on the ability of
the Investment Manager to analyze both the applicable derivatives market and the
market for the underlying asset or group of assets. Derivatives markets are
often more volatile than corresponding securities markets and a relatively small
change in the price of the underlying asset or group of assets can have a
magnified effect upon the price of a related derivative instrument.
Derivatives markets also are often less liquid than the market for
the underlying asset or group of assets. 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 Fund's ability to effectively carry out their derivative
strategies and might, in some cases, require the Fund to deposit cash to meet
applicable margin requirements. The Fund will enter into an option or futures
position only if it appears to be a liquid investment.
Swap Arrangements
The Fund may enter into various forms of swap arrangements with
counterparties with respect to interest rates, currency rates or indices,
including the purchase of caps, floors and collars as described below. In an
interest rate swap the 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 the
Fund a fixed rate of interest on the notional principal amount. In a currency
swap the 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 more)
currencies; in an index swap, the 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
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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.
The Fund may enter credit protection swap arrangements involving the
sale by the Fund of a put option on a debt security which is exercisable by the
buyer upon certain events, such as a default by the referenced creditor on the
underlying debt or a bankruptcy event of the creditor.
Most swaps entered into by the 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 the Fund either receiving or paying the difference between
such amounts. In order to be in a position to meet any obligations resulting
from swaps, the 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 the 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 the Fund's obligations.
These arrangements will be made primarily for hedging purposes, to
preserve the return on an investment or on a portion of the Fund's portfolio.
However, the Fund may, as noted above, 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, the Fund is dependent upon the creditworthiness and
good faith of the counterparty. The 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 the 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.
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Repurchase Agreements
The Fund may enter into repurchase agreements. Repurchase agreements
occur when the Fund acquires a security and the seller, which may be either (i)
a primary dealer in U.S. Government securities or (ii) an FDIC-insured bank
having gross assets in excess of $500 million, simultaneously commits to
repurchase it at an agreed-upon price on an agreed-upon date within a specified
number of days (usually not more than seven) from the date of purchase. The
repurchase price reflects the purchase price plus an agreed-upon market rate of
interest which is unrelated to the coupon rate or maturity of the acquired
security. The Fund will only enter into repurchase agreements involving U.S.
Government securities. Repurchase agreements could involve certain risks in the
event of default or insolvency of the other party, including possible delays or
restrictions upon the Fund's ability to dispose of the underlying securities.
Repurchase agreements will be limited to 30% of the Fund's net assets, except
that repurchase agreements extending for more than seven days when combined with
any other illiquid securities held by the Fund will be limited to 15% of the
Fund's net assets. To the extent excludable under relevant regulatory
interpretations, repurchase agreements involving U.S. Government securities are
not subject to the Fund's investment restrictions which otherwise limit the
amount of the Fund's total assets which may be invested in one issuer or
industry.
Reverse Repurchase Agreements
The Fund may enter into reverse repurchase agreements. However, the
Fund may not engage in reverse repurchase agreements in excess of 5% of the
Fund's total assets. In a reverse repurchase agreement the Fund transfers
possession of a portfolio instrument to another person, such as a financial
institution, broker or dealer, in return for a percentage of the instrument's
market value in cash, and agrees that on a stipulated date in the future the
Fund will repurchase the portfolio instrument by remitting the original
consideration plus interest at an agreed-upon rate. The ability to use reverse
repurchase agreements may enable, but does not ensure the ability of, the Fund
to avoid selling portfolio instruments at a time when a sale may be deemed to be
disadvantageous.
When effecting reverse repurchase agreements, assets of the Fund in a
dollar amount sufficient to make payment of the obligations to be purchased are
segregated on the Fund's records at the trade date and maintained until the
transaction is settled.
When-Issued Securities
The Fund may purchase "when-issued" securities, which are traded at a
price or yield basis prior to actual issuance. Such purchases will be made only
to achieve the Fund's investment objective and not for leverage. The when-issued
trading period generally lasts from a few days to months, or over a year or
more; during this period dividends or interest on the securities are not
payable. A frequent form of when-issued trading occurs in the U.S. Treasury
market when dealers begin to trade a new issue of bonds or notes shortly after a
Treasury financing is announced, but prior to the actual sale of the securities.
Similarly, securities to be created by a merger of companies may also be 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
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will establish a segregated account when the Fund purchases securities on a
when-issued basis consisting of cash or liquid securities equal to the amount of
the when-issued commitments. Securities transactions involving delayed
deliveries or forward commitments are frequently characterized as when-issued
transactions and are similarly treated by the Fund.
Restricted Securities
It is the Fund's policy not to make an investment in restricted
securities, including restricted securities sold in accordance with Rule 144A
under the Securities Act of 1933 ("Rule 144A Securities") if, as a result, more
than 35% of the Fund's total assets are invested in restricted securities,
provided not more than 10% of the Fund's total assets are invested in restricted
securities other than 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 the Fund's
illiquidity to the extent that qualified institutional buyers become, for a
time, uninterested in purchasing such securities. Also, the Fund may be
adversely impacted by the subjective valuation of such securities in the absence
of a market for them. Restricted securities that are not resalable under Rule
144A may be subject to risks of illiquidity and subjective valuations to a
greater degree than Rule 144A Securities.
Mortgage-Related Securities
The Fund may invest in mortgage-related securities . Mortgage-related
securities represent interests in pools of commercial or residential mortgage
loans . Some mortgage-related securities provide the Fund with a flow-through of
interest and principal payments as such payments are received with respect to
the mortgages in the pool. Mortgage-related securities may be issued by private
entities such as investment banking firms, insurance companies, mortgage
bankers and home builders. Mortgage-related securities may be issued by U.S.
Government agencies, instrumentalities or mixed-ownership corporations or
sponsored enterprises, and the securities may or may not be supported by the
credit of such entities. An issuer may offer senior or subordinated securities
backed by the same pool of mortgages. The senior securities have priority to the
interest and/or principal payments on the mortgages in the pool; the subordinate
securities have a lower priority with respect to such payments on the mortgages
in the pool. The Fund does not presently expect to invest in mortgage pool
residuals.
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Mortgage-related securities also include stripped securities which
have been divided into separate interest and principal components. Holders of
the interest components of mortgage related securities will receive payments of
the interest only on the current face amount of the mortgages and holders of the
principal components will receive payments of the principal on the mortgages.
"Interest only" securities are known as IOs; "principal only" securities are
known as POs.
In the case of mortgage-related securities, the possibility of
prepayment of the underlying mortgages which might be motivated, for instance,
by declining interest rates, could lessen the potential for total return in
mortgage-related securities. When prepayments of mortgages occur during periods
of declining interest rates , the Fund will have to reinvest the proceeds in
instruments with lower effective interest rates.
In the case of stripped securities, in periods of low interest rates
and rapid mortgage prepayments, the value of IOs for mortgage-related securities
can decrease significantly. The market for IOs and POs is new and there is no
assurance it will operate efficiently or provide liquidity in the future.
Stripped securities are extremely volatile in certain interest rate
environments.
Foreign Investments
The Fund reserves the right to invest without limitation in
securities of non-U.S. issuers directly, or indirectly in the form of American
Depositary Receipts ("ADRs") , European Depositary Receipts ("EDRs") and Global
Depository Receipts ("GDRs"). Under current policy, however, the Fund limits
such investments, including ADRs , EDRs and GDRs, to a maximum of 20% of its
total investments.
ADRs are receipts, typically issued by a U.S. bank or trust company,
which evidence ownership of underlying securities issued by a foreign
corporation or other entity. EDRs are receipts issued in Europe which evidence a
similar ownership arrangement. GDRs are receipts issued to one country which
also evidence a similar ownership arrangement. Generally, ADRs in registered
form are designed for use in U.S. securities markets and EDRs are designed for
use in European securities markets. GDRs are designed for use when the issuer is
raising capital in more than one market simultaneously, such as the issuer's
local market and the U.S., and have been used to overcome local selling
restrictions to foreign investors. In addition, many GDRs are eligible for
book-entry settlement through Cedel, Euroclear and DTC. The underlying
securities are not always denominated in the same currency as the ADRs , EDRs or
GDRs. Although investment in the form of ADRs , EDRs or GDRs facilitates trading
in foreign securities, it does not mitigate all the risks associated with
investing in foreign securities.
ADRs are available through facilities which may be either "sponsored"
or "unsponsored." In a sponsored arrangement, the foreign issuer establishes the
facility, pays some or all of the depository's fees, and usually agrees to
provide shareholder
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communications. In an unsponsored arrangement, the foreign issuer is not
involved, and the ADR holders pay the fees of the depository. Sponsored ADRs are
generally more advantageous to the ADR holders and the issuer than are
unsponsored ADRs. More and higher fees are generally charged in an unsponsored
program compared to a sponsored facility. Only sponsored ADRs may be listed on
the New York or American Stock Exchanges. Unsponsored ADRs may prove to be more
risky due to (a) the additional costs involved to the Fund; (b) the relative
illiquidity of the issue in U.S. markets; and (c) the possibility of higher
trading costs in the over-the-counter market as opposed to exchange based
tradings. The Fund will take these and other risk considerations into account
before making an investment in an unsponsored ADR.
The risks associated with investments in foreign securities include
those resulting from fluctuations in currency exchange rates, revaluation of
currencies, future political and economic developments, including the risks of
nationalization or expropriation, the possible imposition of currency exchange
blockages, higher operating expenses, foreign withholding and other taxes which
may reduce investment return, reduced availability of public information
concerning issuers, the difficulties in obtaining and enforcing a judgment
against a foreign issuer and the fact that foreign issuers are not generally
subject to uniform accounting, auditing and financial reporting standards or to
other regulatory practices and requirements comparable to those applicable to
domestic issuers. Moreover, securities of many foreign issuers may be less
liquid and their prices more volatile than those of securities of comparable
domestic issuers.
These risks are usually higher in less-developed countries. Such
countries include countries that have an emerging stock market on which trade a
small number of securities and/or countries with economies that are based on
only a few industries. The Fund may invest in the securities of issuers in
countries with less developed economies as deemed appropriate by the Investment
Manager. However, it is anticipated that a majority of the foreign investments
by the Fund will consist of securities of issuers in countries with developed
economies.
Currency Transactions
The Fund may engage in currency exchange transactions in order to
protect against the effect of uncertain future exchange rates on securities
denominated in foreign currencies. The 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. Under current policy, the 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
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into in the interbank market conducted directly between currency traders
(usually large commercial banks) and their customers. In entering a forward
currency contract, the Fund is dependent upon the creditworthiness and good
faith of the counterparty. The 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 the 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 the 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.
Securities Lending
The Fund may lend portfolio securities with a value of up to 33 1/3 %
of its total assets. The Fund will receive cash or cash equivalents (e.g., U.S.
Government obligations) as collateral in an amount equal to at least 100% of the
current market value of any loaned securities plus accrued interest. Collateral
received by the Fund will generally be held in the form tendered, although cash
may be invested in unaffiliated mutual funds with quality short-term portfolios,
securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities or repurchase agreements, or other similar investments. The
investing of cash collateral received from loaning portfolio securities involves
leverage which magnifies the potential for gain or loss on monies invested and,
therefore, results in an increase in the volatility of the Fund's outstanding
securities. Such loans may be terminated at any time.
The Fund may receive a lending fee and will retain rights to
dividends, interest or other distributions, on the loaned securities. Voting
rights pass with the lending, although the Fund may call loans to vote proxies
if desired. Should the borrower of the securities fail financially, there is a
risk of delay in recovery of the securities or loss of rights in the collateral.
Loans are made only to borrowers which are deemed by the Investment Manager or
its agents to be of good financial standing.
Short-Term Trading
The Fund may engage in short-term trading of securities and reserves
full freedom with respect to portfolio turnover. In periods where there are
rapid changes in economic conditions and security price levels or when
reinvestment strategy changes significantly, portfolio turnover may be higher
than during times of economic and market price stability or when investment
strategy remains relatively constant. The Fund's portfolio turnover rate
involves
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greater transaction costs, relative to other funds in general, and may have tax
and other consequences.
Temporary and Defensive Investments
The Fund may hold up to 100% of its assets in cash or short-term debt
securities for temporary defensive purposes. The Fund will adopt a temporary
defensive position when, in the opinion of the Investment Manager, such a
position is more likely to provide protection against adverse market conditions
than adherence to the Fund's other investment policies. The types of short-term
instruments in which the Fund may invest for such purposes include short-term
money market securities, such as repurchase agreements, and securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities,
certificates of deposit, time deposits and bankers' acceptances of certain
qualified financial institutions and corporate commercial paper, which at the
time of purchase are rated at least within the "A" major rating category by S&P
or the "Prime" major rating category by Moody's, or, if not rated, issued by
companies having an outstanding long-term unsecured debt issued rated at least
within the "A" category by S&P or Moody's.
Industry Classifications
In determining how much of the Fund's portfolio is invested in a
given industry, the following industry classifications are currently used.
Securities issued or guaranteed as to principal or interest by the U.S.
Government or its agencies or instrumentalities or mixed-ownership Government
corporations or sponsored enterprises (including repurchase agreements involving
U.S. Government securities to the extent excludable under relevant regulatory
interpretations) are excluded. Securities issued by foreign governments are also
excluded. Companies engaged in the business of financing may be classified
according to the industries of their parent or sponsor companies or industries
that otherwise most affect such financing companies. Issuers of asset-backed
pools will be classified as separate industries based on the nature of the
underlying assets, such as mortgages and credit card receivables.
"Asset-backed-Mortgages" includes private pools of nongovernment backed
mortgages.
15
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<TABLE>
<S> <C> <C>
Aerospace Electric Oil Refining & Marketing
Airline Electric Equipment Oil Service
Asset-backed -- Mortgages Electronic Components Paper Products
Asset-backed -- Credit Card Electronic Equipment Personal Care
Receivables Entertainment Photography
Automotive Financial Service Plastics
Automotive Parts Food & Beverage Printing & Publishing
Bank Forest Products Railroad
Building Gaming & Lodging Real Estate & Building
Business Services Gas Recreation
Cable Gas Transmission Retail Trade
Capital Goods & Equipment Grocery Savings & Loan
Chemical Healthcare & Hospital Shipping & Transportation
Computer Software & Management Technology &
Service Hospital Supply Communications
Conglomerate Hotel & Restaurant Telephone
Consumer Goods & Insurance Textile & Apparel
Services Machinery Tobacco
Container Media Truckers
Cosmetics Metal & Mining Trust Certificates--
Diversified Office Equipment Governmental Related
Drug Oil Production Lending
</TABLE>
Computer-Related Risks
Many mutual funds and other companies that issue securities, as well
as government entities upon whom those mutual funds and companies depend, may be
adversely affected by computer systems (whether their own systems or systems of
their service providers) that do not properly process dates beginning with
January 1, 2000 and information related to those dates.
16
<PAGE>
The Investment Manager currently is in the process of reviewing its
internal computer systems as they relate to the Fund, as well as the computer
systems of those service providers upon which the Fund relies, in order to
obtain reasonable assurances that the Fund will not experience a material
adverse impact related to the problem. The Fund does not currently anticipate
that the problem will have a material adverse impact on its portfolio
investments, taken as a whole. There can be no assurances in the area, however,
including the possibility that the problems could negatively affect the
investment markets or the economy generally.
DEBT INSTRUMENTS AND PERMITTED CASH INVESTMENTS
The Fund may invest in long-term and short-term debt securities.
Certain debt securities and money market instruments in which the Fund may
invest are described below.
Managing Volatility
In administering the Fund's portfolio, the Investment Manager
attempts to manage volatility in part by managing the duration and weighted
average maturity of the Fund's bond position.
Duration is an indicator of the expected volatility of a bond
position in response to changes in interest rates. In calculating duration, the
Fund measures the average time required to receive all cash flows associated
with those debt securities held in the Fund's portfolio -- representing payments
of principal and interest -- by considering the timing, frequency and amount of
payment expected from each portfolio security. The higher the duration, the
greater the gains and losses when interest rates change. Duration generally is a
more accurate measure of potential volatility with a portfolio composed of
high-quality debt securities, such as U.S. government securities, municipal
securities and high-grade U.S. corporate bonds, than with lower-grade
securities.
The Investment Manager may use several methods to manage the duration
of the Fund's bond position in order to increase or decrease its exposure to
changes in interest rates. First, the Investment Manager may adjust portfolio
duration by adjusting the mix of debt securities held by the Fund. For example,
if the Investment Manager intends to shorten duration, it may sell debt
instruments that individually have a long duration and purchase other debt
instruments that individually have a shorter duration. Among the factors that
will affect a debt security's duration are the length of time to maturity, the
timing of interest and principal payments, and whether the terms of the security
give the issuer of the security the right to call the security prior to
maturity. Second, the Investment Manager may adjust bond portfolio duration
using derivative transactions, especially with interest rate futures and options
contracts. For
17
<PAGE>
example, if the Investment Manager wants to lengthen the duration of the Fund's
bond position, it could purchase interest rate futures contracts instead of
buying longer-term bonds or selling shorter-term bonds. Similarly, during
periods of lower interest rate volatility, the Investment Manager may use a
technique to extend duration in the event rates rise by writing an
out-of-the-money put option and receiving premium income with the expectation
that the option could be exercised. In managing duration, the use of such
derivatives may be faster and more efficient than trading specific portfolio
securities.
Weighted average maturity is another indicator of potential
volatility used by the Investment Manager with respect to the Fund's bond
portfolio, although for certain types of debt securities, such as high quality
debt securities, it is not as accurate as duration in quantifying potential
volatility. Weighted average maturity is the average of all maturities of the
individual debt securities held by the Fund, weighted by the market value of
each security. Generally, the longer the weighted average maturity, the more
bond prices will vary in response to changes in interest rates.
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:
o direct obligations of the U.S. Treasury, i.e., U.S. Treasury bills,
notes, certificates and bonds;
o 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
o obligations of mixed-ownership Government corporations such as
Resolution Funding Corporation.
U.S. Government securities which the 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 Bank, the Federal Farm Credit Bank, 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
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<PAGE>
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, the 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.
Treasury STRIPS and Custodial Receipts. U.S. Government securities
may be acquired by the Fund in the form of separately traded principal and
interest components of securities issued or guaranteed by the U.S. Treasury. The
principal and interest components of selected securities are traded
independently under the Separate Trading of Registered Interest and Principal of
Securities ("STRIPS") program. Under the STRIPS program, the principal and
interest components are individually numbered and separately issued by the U.S.
Treasury at the request of depository financial institutions, which then trade
the component parts independently. 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.
Foreign Government Debt
The obligations of foreign governmental entities have various kinds of
government support and include obligations issued or guaranteed by foreign
governmental entities with taxing powers. These obligations may or may not be
supported by the full faith and credit of a foreign government. The Fund will
invest in foreign government securities of issuers considered stable by the
Investment Manager, based on its analysis of factors such as general political
or economic conditions relating to the government and the likelihood of
expropriation, nationalization, freezes or confiscation of private property. The
Investment Manager does not believe that the credit risk inherent in the
obligations of stable foreign governments is significantly greater than that of
U.S. Government securities.
Supranational Debt
Supranational debt may be denominated in U.S. dollars, a foreign
currency or a multi-national currency unit. Examples of supranational entities
include the World Bank, the European Investment Bank, the Asian Development Bank
and the Inter-American Development Bank. The governmental members, or
"stockholders", usually make initial capital contributions to the supranational
entity and in many cases are committed to make additional capital contributions
if the supranational entity is unable to repay its borrowings.
Foreign Currency Units
The Fund may invest in securities denominated in a multi-national
currency unit. An illustration of a multi-national currency unit is the European
Currency Unit (the "ECU"), which is a "basket" consisting of specified amounts
of the currencies of the member states of the European Community, a Western
European economic cooperative organization that includes France, Germany, The
Netherlands and the United Kingdom. The specific amounts of currencies
comprising the ECU may be adjusted by the Council of Ministers of the European
Community to reflect changes in relative values of the underlying currencies.
The Sub-Investment Manager does not believe that such adjustments will adversely
affect holders of ECU-denominated obligations or the marketability of such
securities. European supranational entities, in particular, issue
ECU-denominated obligations. The Fund may invest in securities denominated in
the currency of one nation although issued by a governmental entity, corporation
or financial institution of another nation. For example, the Fund may invest in
a British pound sterling-denominated obligation issued by a United States
corporation. Such investments involve credit risks associated with the issuer
and currency risks associated with the currency in which the obligation is
denominated.
Synthetic Non-U.S. Money Market Positions
Money market securities denominated in foreign currencies are
permissible investments of the Fund. In addition to, or in lieu of direct
investment in such securities, the Fund may construct a synthetic non-U.S. money
market position by (i) purchasing a money market instrument denominated in U.S.
dollars and (ii) concurrently entering into a forward currency contract to
deliver a corresponding amount of U.S. dollars in exchange for a foreign
currency on a future date and a specified rate of exchange. Because of the
availability of a variety of highly liquid short-term U.S. dollar-denominated
money market instruments, a synthetic money market position utilizing such U.S.
dollar-denominated instruments may offer greater liquidity than direct
investment in a money market instrument denominated in a foreign currency.
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
19
<PAGE>
stated interest rate. The Fund will not invest in any such bank money investment
unless the investment is issued by a U.S. bank that is a member of the Federal
Deposit Insurance Corporation ("FDIC"), including any foreign branch thereof, a
U.S. branch or agency of a foreign bank, a foreign branch of a foreign bank, or
a savings bank or savings and loan association that is a member of the FDIC and
which at the date of investment has capital, surplus and undivided profits (as
of the date of its most recently published financial statements) in excess of
$50 million. The Fund will not invest in time deposits maturing in more than
seven days and will not invest more than 10% of its total assets in time
deposits maturing in two to seven days.
U.S. branches and agencies of foreign banks are offices of foreign
banks and are not separately incorporated entities. They are chartered and
regulated either federally or under state law. U.S. federal branches or agencies
of foreign banks are chartered and regulated by the Comptroller of the Currency,
while state branches and agencies are chartered and regulated by authorities of
the respective states or the District of Columbia. U.S. branches of foreign
banks may accept deposits and thus are eligible for FDIC insurance; however, not
all such branches elect FDIC insurance. Unlike U.S. branches of foreign banks,
U.S. agencies of foreign banks may not accept deposits and thus are not eligible
for FDIC insurance. Both branches and agencies can maintain credit balances,
which are funds received by the office incidental to or arising out of the
exercise of their banking powers and can exercise other commercial functions,
such as lending activities.
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.
Zero and Step Coupon Securities
Zero and step coupon securities are debt securities that may pay no
interest for all or a portion of their life but are purchased at a discount to
face value at maturity. Their return consists of the amortization of the
discount between their purchase price and their maturity value, plus in the case
of a step coupon, any fixed rate interest income. Zero coupon securities pay no
interest to holders prior to maturity even though interest on these securities
is reported as income to the Fund. The Fund will be required to distribute all
or substantially all of such amounts annually to its shareholders. These
distributions may cause the Fund to liquidate portfolio assets in order to make
such distributions at a time when the Fund may have otherwise chosen not to sell
such securities. The market
20
<PAGE>
value of such securities may be more volatile than that of securities which pay
interest at regular intervals.
Commercial Paper Ratings
Commercial paper investments at the time of purchase will be rated
within the "A" major rating category by S&P or within the "Prime" major rating
category by Moody's, or, if not rated, issued by companies having an outstanding
long-term unsecured debt issue rated at least within the "A" category 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 within the "A" category by S&P or
within the "Prime" category by Moody's.
Commercial paper rated within the "A" category (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 within the "A" category or
better, although in some cases credits within the "BBB" category 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 category
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.
In the event the lowering of ratings of debt instruments held by the
Fund by applicable rating agencies results in a material decline in the overall
quality of the Fund's portfolio, the Trustees of the Trust will review the
situation and take such action as they deem in the best interests of the Fund's
shareholders, including, if necessary, changing the composition of the
portfolio.
Rating Categories of Debt Securities.
Set forth below is a description of S&P corporate bond and debenture
rating categories.
AAA: An obligation rated within the AAA category has the highest rating
assigned by S&P. Capacity to meet the financial commitment on the obligation is
extremely strong.
AA: An obligation rated within the AA category differs from the highest
rated obligation only in small degree. Capacity to meet the financial obligation
is very strong.
A: An obligation rated within the A category is somewhat more
susceptible to the adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories. However, capacity to meet the
financial commitment on the obligation is still strong.
BBB: An obligation rated within the BBB category exhibits adequate
protection parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to meet the
financial commitment on the obligation.
Obligations rated within the BB, B, CCC CC and C categories are
regarded as having significant speculative characteristics. BB indicates that
least degree of speculation and C the highest. While such obligations will
likely have some quality and protective characteristics, these maybe outweighed
by large uncertainties or major exposures to adverse conditions.
BB: An obligation rated within the BB category is less vulnerable to
nonpayment than other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial or economic conditions
which could lead to inadequate capacity to meet the financial commitment on the
obligation. The BB rating category is also used for debt subordinated to senior
debt that is assigned an actual or implied BBB rating.
B: An obligation rated within the B category is more vulnerable to
nonpayment than obligations rated within the BB category, but currently has the
capacity to meet the financial commitment on the obligation. Adverse business,
financial or economic conditions will likely impair capacity or willingness to
meet the financial commitment on the obligation. The B rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
BB or BB- rating.
CCC: An obligation rated within the CCC category is vulnerable to
nonpayment and is dependent upon favorable business, financial and economic
conditions to meet the financial commitment on the obligation. In the event of
adverse business, financial or economic conditions, it is not likely to have the
capacity to meet the financial commitment on the obligation.
CC: An obligation rated within the CC category is currently highly
vulnerable to nonpayment.
C: The C rating may be used to cover a situation where a bankruptcy
petition has been filed, but payments on this obligation are being continued.
D: An obligation rated within the D category is in payment default. The
D rating category is used when payments on an obligation are not made on the due
date even if the applicable grace period has not expired, unless S&P believes
that such payments will be made during such grace period. The D rating also will
be used upon filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.
Plus (+) or Minus (-): The ratings from AA to CCC may be modified by
the addition of a plus or minus sign to show relative standing within the major
rating categories.
S&P may attach the "r" symbol to the ratings of instruments with
significant noncredit risks. It highlights risks to principal or volatility of
expected returns which are not addressed in the credit rating. Examples include:
obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayments risks such as interest only (IO) and
principal only (PO) mortgage securites; and obligations with unusually risky
terms, such as inverse floaters.
Set forth below is a description of Moody's corporate bond and
debenture rating categories.
Aaa: Bonds which are rated within the Aaa category are judged to be of
the best quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edge." Interest payments are protected by a large
or by an exceptionally stable margin, and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
Aa: Bonds which are rated within the Aa category are judged to be of
high quality by all standards. Together with the Aaa group they comprise what
are generally known as high-grade bonds. They are rated lower than the best
bonds because margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may be
other elements present which make the long-term risks appear somewhat larger
than in Aaa securities.
A: Bonds which are rated within the A category possess many favorable
investment attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and interest are considered
adequate, but elements may be present which suggest a susceptibility to
impairment sometime in the future.
Baa: Bonds which are rated within the Baa category are considered as
medium grade obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have speculative
characteristics as well.
Ba: Bonds which are rated within the Ba category are judged to have
speculative elements; their future cannot be considered as well assured. Often
the protection of interest and principal payments may be very moderate and
thereby not well safeguarded during other good and bad times over the future.
Uncertainty of position characterizes bonds in this class.
B: Bonds which are rated within the B category generally lack
characteristics of the desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over any long period
of time may be small.
Caa: Bonds which are rated within the Caa category are of poor
standing. Such issues may be in default or there may be present elements of
danger with respect to principal or interest.
Ca: Bonds which are rated within the Ca category represent obligations
which are speculative in a high degree. Such issues are often in default or have
other marked shortcomings.
C: Bonds which are rated within the C category are the lowest rated
class of bonds, and issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.
1, 2 or 3: The ratings from Aa through B may be modified by the
addition of a numeral indicating a bond's rank within its rating category.
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THE TRUST, THE FUND AND ITS SHARES
The Fund was organized in 1987 as a separate series of State Street
Research Financial Trust (the "Trust"), a Massachusetts business trust. 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 Trust currently is comprised of the following
series: State Street Research Government Income Fund, State Street Research
Strategic Portfolios: Conservative, State Street Research Strategic Portfolios:
Moderate and State Street Research Strategic Portfolios: Aggressive. 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. The Trustees
also 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 Trustees have authorized shares
of the Fund to be issued in five classes: Class A, Class B(1), Class B, Class C
and Class S shares.
Each share of each class of shares represents an identical legal
interest in the same portfolio of investments of the Fund, has the same rights
and is identical in all respects, except that Class A, Class B and Class C
shares bear the expenses of the deferred sales arrangement and any expenses
(including the higher service and distribution fees) resulting from such sales
arrangement, and certain other incremental expenses related to a class. Each
class will have exclusive voting rights with respect to provisions of the Rule
12b-1 distribution plan pursuant to which the service and distribution fees, if
any, are paid. Although the legal rights of holders of each class of shares are
identical, it is likely that the different expenses borne by each class will
result in different net asset values and dividends. The different classes of
shares of the Fund also have different exchange privileges. Except for those
differences between classes of shares described above, in the Fund's Prospectus
and otherwise this Statement of Additional Information, each share of the Fund
has equal dividend, redemption and liquidation rights with other shares of the
Fund, and when issued, is fully paid and nonassessable by the Fund.
Shareholder rights granted under the Master Trust Agreement may be
modified by the Trustees , provided, however, that the Master Trust Agreement
may not be amended if such amendment (a) repeals the limitations on personal
liability of any shareholder, or repeals the prohibition of assessment upon
shareholders, without the express consent of each shareholder involved or (b)
adversely modifies any shareholder right without the consent of the holders of a
majority of the outstanding shares entitled to vote. On any matter submitted to
the shareholders, the holder of a Fund share is entitled to one vote per share
(with proportionate voting for fractional shares) regardless of the relative net
asset value thereof. Except as provided by law, the Trustees may otherwise
modify the rights of shareholders at any time.
Under the Master Trust Agreement, no annual or regular meeting of
shareholders is required. Thus, there ordinarily will be no shareholder meetings
unless required by the 1940
22
<PAGE>
Act. Except as otherwise provided under the 1940 Act, the Board of Trustees will
be a self-perpetuating body until fewer than two-thirds of the Trustees serving
as such are Trustees who were elected by shareholders of the Trust. In the event
less than a majority of the Trustees serving as such were elected by
shareholders of the Trust, a meeting of shareholders will be called to elect
Trustees. Under the Master Trust Agreement, any Trustee may be removed by vote
of two thirds of the outstanding Trust shares; holders of 10% or more of the
outstanding shares of the Trust can require that the Trustees call a meeting of
shareholders for purposes of voting on the removal of one or more Trustees. In
connection with such meetings called by shareholders, shareholders will be
assisted in shareholder communications to the extent required by applicable law.
Under Massachusetts law, the shareholders of the Trust could, under
certain circumstances, be held personally liable for the obligations for the
Trust. However, the Master Trust Agreement of the Trust disclaims shareholder
liability for acts or obligations of the Trust and provides for indemnification
for all losses and expenses of any shareholder of the Fund held personally
liable for the obligations of the Trust. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Fund would be unable to meet its obligations. The
Investment Manager believes that, in view of the above, the risk of personal
liability to shareholders is remote.
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<PAGE>
TRUSTEES AND OFFICERS
The Trustees and principal 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 60. His principal occupation is currently,
and during the past five years has been, Executive Vice President and Director
of State Street Research & Management Company. Mr. Bennett's other principal
business affiliations include Director, State Street Research Investment
Services, Inc.
+Steve A. Garban, The Pennsylvania State University, 210 Old Main,
University Park, PA 16802, serves as Trustee of the Trust. He is 61. He is
retired and was formerly Senior Vice President for Finance and Operations and
Treasurer of The Pennsylvania State University.
+Malcolm T. Hopkins, 14 Brookside Road, Biltmore Forest, Asheville,
NC 28803, serves as Trustee of the Trust. He is 70. He is engaged principally in
private investments. Previously, he was Vice Chairman of the Board and Chief
Financial Officer of St. Regis Corp.
*+John H. Kallis, One Financial Center, Boston, MA 02111, serves as
Vice President of the Trust. He is 58. His principal occupation is Senior Vice
President of State Street Research & Management Company. During the past five
years he has also served as portfolio manager for State Street Research &
Management Company.
+Edward M. Lamont, Box 1234, Moores Hill Road, Syosset, NY 11791,
serves as Trustee of the Trust. He is 72. He is engaged principally in private
investments and civic affairs, and is an author of business history. Previously,
he was with an affiliate of J.P. Morgan & Co. in New York.
+Robert A. Lawrence, 175 Federal Street, Boston, MA 02110, serves as
Trustee of the Trust. He is 72. He is retired and was formerly a Partner in
Saltonstall & Co., a private investment firm.
*+Gerard P. Maus, One Financial Center, Boston, MA 02111, serves as
Treasurer of the Trust. He is 47. His principal occupation is currently, and
during the past five years has been, Executive Vice President, Treasurer, Chief
Financial Officer, Chief Administrative Officer and Director of State Street
Research & Management 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.
- ------------------------
* or +, see footnotes on page 26.
24
<PAGE>
*+Francis J. McNamara, III, One Financial Center, Boston, MA 02111,
serves as Secretary and General Counsel of the Trust. He is 43. His principal
occupation is Executive Vice President, General Counsel and Secretary of State
Street Research & Management Company. During the past five years he has also
served as Senior Vice President of State Street Research & Management Company
and as Senior Vice President, General Counsel and Assistant Secretary of The
Boston Company, Inc., Boston Safe Deposit and Trust Company and The Boston
Company Advisors, Inc. Mr. McNamara's other principal business affiliations
include Executive Vice President, Clerk and General Counsel of State Street
Research Investment Services, Inc.
+Dean O. Morton, 3200 Hillview Avenue, Palo Alto, CA 94304, serves as
Trustee of the Trust. He is 66. He is retired, and was formerly Executive Vice
President, Chief Operating Officer and Director of Hewlett-Packard Company.
+Susan M. Phillips, The George Washington University, 710 21st
Street, Suite 206, Washington, DC 20052, serves as Trustee of the Trust. She is
55. Her principal occupation is currently Dean and Professor of Finance and
Administration School of Business and Public Management, The George Washington
University. Dr. Phillips's other principal business affiliations include
Director of Cantor Fitzgerald Futures Exchange, Inc. and State Farm Life
Insurance Company. Previously, she was a member of the Board of Governors of the
Federal Reserve System and Chairman and Commissioner of the Commodity Futures
Trading Commission.
*E.K. Easton Ragsdale, Jr., One Financial Center, Boston, MA 02111,
serves as Vice President of the Trust. He is 48. 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 and as Senior Vice President and Chief Quantitative Analyst
for Kidder Peabody & Co.
+Toby Rosenblatt, 3409 Pacific Avenue, San Francisco, CA 94118,
serves as Trustee of the Trust. He is 60. 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
61. His principal occupation during the past five years has been Jay W.
Forrester Professor of Management at Sloan School of Management, Massachusetts
Institute of Technology.
*+ Thomas A. Shively, One Financial Center, Boston, MA 02111, serves
as Vice President of the Trust. He is 44. His principal occupation is Executive
Vice President , Director and Chief Investment Officer - Fixed Income of State
Street Research & Management Company. During the past five years he has also
served as Senior Vice President of State Street Research & Management Company.
Mr. Shively's other principal business affiliations include Director of State
Street Research Investment Services, Inc.
- ------------------------
* or +, see footnotes on page 26.
25
<PAGE>
*+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 56. His principal occupation is currently, and during the past five
years has been, Chairman of the Board, President, Chief Executive Officer and
Director of State Street Research & Management Company. Mr. Verni's other
principal business affiliations include Chairman of the Board and Director of
State Street Research Investment Services, Inc. (until February 1996, prior
positions as President and Chief Executive Officer of that company).
- --------------------
* These Trustees and/or officers are or may be deemed to be "interested
persons" of the Trust under the 1940 Act because of their
affiliations with the Fund's investment adviser.
+ Serves as a Trustee/Director and/or officer of one or more of the
following investment companies, each of which has an advisory
relationship with the Investment Manager or its parent, Metropolitan
Life Insurance Company ("Metropolitan"): State Street Research Equity
Trust, State Street Research 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.
26
<PAGE>
Record ownership of shares of the Fund as of November 30, 1998 was as
follows:
<TABLE>
<CAPTION>
Class Holder % of Class
----- ------ ----------
<S> <C> <C>
A Merrill Lynch 37.51
B Merrill Lynch 21.70
C Merrill Lynch 67.68
S Metropolitan Life 56.64
Chase Manhattan 17.77
Amalgamated Bank
of New York 12.28
State Street Bank,
Trustee 7.74
</TABLE>
The full name and address of the above persons or institutions are:
Merrill Lynch, Pierce, Fenner & Smith, Inc. (a)
One Liberty Plaza, 165 Broadway, New York, NY 10080
State Street Bank and Trust Company (a) (b)
225 Franklin Street, Boston, MA 02111
Amalgamated Bank of New York (a) (c)
P.O. Box 370, Cooper Station, New York, NY 10003
Chase Manhattan Bank, N.A. (a) (d)
770 Broadway, New York, NY 10003
Metropolitan Life Insurance Company
303 Perimeter Center N. Suite 500, Atlanta, GA 30346
(a) The Fund believes that each named recordholder does not have beneficial
ownership of such shares.
(b) State Street Bank and Trust Company holds such shares as custodian for
various retirement accounts.
(c) Amalgamated Bank holds such shares as custodian for various retirement
accounts.
(d) Chase Manhattan Bank, N.A. holds such shares as trustee under certain
employee benefit plans serviced by Metropolitan.
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 November 30, 1998, the Trustees and principal officers of the
Trust as a group owned less than 1% of the outstanding Class A shares of the
Fund, and owned none of the outstanding Class B, Class C or Class S shares.
27
<PAGE>
The Trustees were compensated as follows:
<TABLE>
<CAPTION>
Total
Compensation
Aggregate From Trust and
Compensation Complex Paid
Name of Trustee From Fund (a) to Trustees(b)
--------------- -------------- --------------
<S> <C> <C>
Steve A. Garban $ 4,300 $110,300
Malcolm T. Hopkins $ 4,000 $ 97,200
Edward M. Lamont $ 3,700 $ 66,000
Robert A. Lawrence $ 4,000 $ 96,700
Dean O. Morton $ 4,500 $110,700
Susan M. Phillips $ 235 $ 12,145
Toby Rosenblatt $ 3,900 $ 72,600
Michael S. Scott Morton $ 4,700 $115,500
Ralph F. Verni $ 0 $ 0
</TABLE>
(a) For the Fund's fiscal year ended October 31, 1998. Includes
compensation received from multiple series of the Trust. See "The
Trust, the Fund and its Shares" in this Statement of Additional
Information for a listing of series.
(b) Includes compensation on behalf of all series of 12 investment
companies for which the Investment Manager or its parent,
Metropolitan, served as investment adviser. "Total Compensation from
Trust and Complex Paid to Trustees" for the 12 months ended December
31, 1998. The Trust does not provide any pension or retirement
benefits for the Trustees.
28
<PAGE>
MANAGEMENT OF THE FUND AND INVESTMENT ADVISORY SERVICES
Under the provisions of the Trust's Master Trust Agreement and the
laws of Massachusetts, responsibility for the management and supervision of the
Fund rests with the Trustees.
State Street Research & Management Company, the Investment Manager, a
Delaware corporation, with offices at One Financial Center, Boston,
Massachusetts 02111-2690, acts as investment adviser to the Fund. The Investment
Manager was founded by Paul Cabot, Richard Saltonstall and Richard Paine to
serve as investment adviser to one of the nation's first mutual funds, presently
known as State Street Research Investment Trust, which they had formed in 1924.
Their investment management philosophy emphasized comprehensive fundamental
research and analysis, including meetings with the management of companies under
consideration for investment. The Investment Manager's portfolio management
group has extensive investment industry experience managing equity and debt
securities.
The Investment Manager is charged with the overall responsibility for
managing the investments and business affairs of the Fund, subject to the
authority of the Board of Trustees. The Advisory Agreement provides that the
Investment Manager shall furnish the Fund with an investment program, office
facilities and such investment advisory, research and administrative services as
may be required from time to time. The Investment Manager compensates all
executive and clerical personnel and Trustees of the Trust if such persons are
employees of the Investment Manager or its affiliates. The Investment Manager is
an indirect wholly-owned subsidiary of Metropolitan Life Insurance Company
("Metropolitan").
The advisory fee payable monthly by the Fund to the Investment
Manager is computed as a percentage of the average of the value of the net
assets of the Fund as determined at the close of regular trading on the New York
Stock Exchange (the "NYSE") on each day the NYSE is open for trading.
The advisory fees paid by the Fund to the Investment Manager for the
last three fiscal years, prior to the assumption of fees or expenses, were as
follows: 1998, $4,226,796; 1997, $4,364,193; and 1996, $4,723,842.
The Advisory Agreement provides that it shall continue in effect from
year to year with respect to the Fund as long as it is approved at least
annually both (i) by a vote of a majority of the outstanding voting securities
of the Fund (as defined in the 1940 Act) or by the Trustees of the Trust, and
(ii) in either event by a vote of a majority of the Trustees who are not parties
to the Advisory Agreement or "interested persons" of any party thereto, cast in
person at a meeting called for the purpose of voting on such approval. The
Advisory Agreement may be terminated on 60 days' written notice by either party
and will terminate automatically in the event of its assignment, as defined
under the 1940 Act and regulations thereunder. Such regulations provide that a
transaction which does not result in a change of actual control or management of
an adviser is not deemed an assignment.
29
<PAGE>
Under the Code of Ethics of the Investment Manager, investment
management personnel are only permitted to engage in personal securities
transactions in accordance with certain conditions relating to such person's
position, the identity of the security, the timing of the transaction, and
similar factors. Such personnel 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 Fund are distributed by State Street Research
Investment Services, Inc., the Distributor. The Fund generally offers four
classes of shares. Class A, Class B(1), Class C and Class S shares are available
to all eligible investors. The Fund also offers Class B shares, which are
available only to current Class B shareholders through reinvestment of dividends
and capital gains distributions or through exchanges from existing Class B
accounts of the State Street Research Funds. Class A, Class B(1), Class B, Class
C and Class S shares of the Fund may be purchased at the next determined net
asset value per share plus, in the case of all classes except Class S 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(1) and Class C shares). General information on how to buy shares of the Fund,
as well as sales charges involved, are set forth under "Your Investment" in the
Prospectus. The following supplements that information.
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 regular
trading on the NYSE on the day the purchase order is received by State Street
Research Service Center (the "Service Center"), provided that the order is
received prior to the close of regular trading on 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 the Service Center 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.
Alternative Purchase Program. Alternative classes of shares permit
investors to select a purchase program which they believe will be the most
advantageous for them, given the amount of their purchase, the length of time
they anticipate holding Fund shares, or the flexibility they desire in this
regard, and other relevant circumstances. Investors will be able to determine
whether in their particular circumstances it is more advantageous to incur an
initial sales charge and not be subject to certain ongoing charges or to have
their entire initial purchase price invested in the Fund with the investment
being subject thereafter to ongoing service fees and distribution fees.
As described in greater detail below, financial professionals are
paid differing amounts of compensation depending on which class of shares they
sell.
30
<PAGE>
The major differences among the various classes of shares are as
follows:
<TABLE>
<CAPTION>
Class A Class B(1) Class B Class C Class S
------- ---------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Sales Charges Paid Initial sales charge Contingent Contingent Contingent None
by Investor to at time of deferred sales deferred sales deferred sales
Distributor investment of up charge of 5% to charge of 5% to charge of 1%
to 4.50% 1% applies to any 2% applies to any applies to any
depending on shares redeemed shares redeemed shares redeemed
amount of within first six within first five within one year
investment years following years following following their
their purchase; no their purchase; no purchase
contingent contingent
deferred sales deferred sales
charge after six charge after five
years years
On investments of $1
million or more, no
initial sales charge;
but contingent
deferred sales charge
of 1% applies to any
shares redeemed
within one year
following their
purchase
Initial Commission Above described 4% 4% 1% None
Paid by initial sales charge
Distributor to less 0.25% to
Financial 0.75% retained by
Professional distributor
On investments of
$1 million or
more, 0.25% to
1% paid to dealer
by Distributor
Rule 12b-1 Service
Fee
Paid by Fund 0.25% each year 0.25% each year 0.25% each year 0.25% each year None
to Distributor
Paid by 0.25% each year 0.25% each year 0.25% each year 0.25% each year None
Distributor to commencing after commencing after commencing after
Financial one year following one year following one year following
Professional purchase purchase purchase
Rule 12b-1
Distribution Fee
Paid by Fund None 0.75% for first 0.75% for first 0.75% each year None
to Distributor eight years; Class eight years; Class
B(1) shares B shares convert
convert automatically to
automatically to Class A shares
Class A shares after eight years
after eight years
31
<PAGE>
Paid by None None None 0.75% each year None
Distributor to commencing after
Financial one year following
Professional purchase
</TABLE>
Class A Shares--Reduced Sales Charges. The reduced sales charges set
forth under "Your Account--Class A Sales Charge Reductions and Waivers" in the
Prospectus apply to purchases made at any one time by any "person," which
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 Fund at reduced sales
charges by executing a Letter of Intent to purchase no less than an aggregate of
$100,000 of the Fund or any combination of Class A shares of "Eligible Funds"
(which include the Fund and other funds as designated by the Distributor from
time to time) 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 Fund 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(1), Class B, Class C and Class S 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 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 Fund or a combination of
Eligible Funds at reduced sales charges pursuant to a Right of Accumulation. The
applicable sales charge
32
<PAGE>
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(1), Class B, Class C and
Class S 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.
Other Programs Related to Class A Shares. Class A shares of the Fund
may be sold or issued in an exchange at a reduced sales charge or without sales
charge pursuant to certain sponsored arrangements, which include programs under
which a company, employee benefit plan or other organization makes
recommendations to, or permits group solicitation of, its employees, members or
participants, except any organization created primarily for the purpose of
obtaining shares of the Fund at a reduced sales charge or without a sales
charge. Sales without a sales charge, or with a reduced sales charge, may also
be made through brokers, registered investment advisers, 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. Information on such arrangements and further conditions and
limitations is available from the Distributor.
In addition, no sales charge is imposed in connection with the sale
of Class A shares of the Fund to the following entities and person: (A) the
Investment Manager, Distributor or any affiliated entities, including any direct
or indirect parent companies and other subsidiaries of such parents
(collectively "Affiliated Companies"); (B) employees, officers, sales
representatives or current or retired directors or trustees of the Affiliated
Companies or any investment company managed by any of the Affiliated Companies,
any relatives of any such individuals whose relationship is directly verified by
such individuals to the Distributor, or any beneficial account for such
relatives or individuals; and (C) employees, officers, sales representatives or
directors of dealers and other entities with a selling agreement with the
Distributor to sell shares of any aforementioned investment company, any spouse
or child of such person, or any beneficial account for any of them. The purchase
must be made for investment and the shares purchased may not be resold except
through redemption. This purchase program is subject to such administrative
policies, regarding the qualification of purchasers and any other matters, as
may be adopted by the Distributor from time to time.
Conversion of Class B(1) and Class B Shares to Class A Shares. A
shareholder's Class B(1) and Class B shares of the Fund, including all shares
received as dividends or distributions with respect to such shares, will
automatically convert to Class A shares of the Fund at the end of eight years
following the issuance of such shares; consequently, they will no longer be
subject to the higher expenses borne by Class B(1) and Class B shares. The
conversion rate will be determined on the basis of the relative per share net
asset values of the two classes and may result in a shareholder receiving either
a greater or fewer number of Class A shares than the shares so converted. As
noted above, holding periods for Class B(1)
33
<PAGE>
shares received in exchange for Class B(1) shares of other Eligible Funds and
for Class B shares received in exchange for Class B shares of other Eligible
Funds, will be counted toward the eight-year period.
Contingent Deferred Sales Charges. The amount of any contingent
deferred sales charge paid on Class A shares (on sales of $1 million or more and
which do not involve an initial sales charge) or on Class B(1), Class B or Class
C shares of the Fund will be paid to the Distributor. The Distributor will pay
dealers at the time of sale a 4% commission for selling Class B(1) and Class B
shares and a 1% commission for selling Class C shares. In certain cases, a
dealer may elect to waive the 4% commission on Class B(1) and Class B shares and
receive in lieu thereof an annual fee, usually 1%, with respect to such
outstanding shares. The proceeds of the contingent deferred sales charges and
the distribution fees are used to offset distribution expenses and thereby
permit the sale of Class B(1), Class B and Class C shares without an initial
sales charge.
In determining the applicability and rate of any contingent deferred
sales charge on Class B(1), Class B or Class C shares, it will be assumed that a
redemption of the shares is made first of those shares having the greatest
capital appreciation, next of shares representing reinvestment of dividends and
capital gains distributions and finally of remaining shares held by shareholder
for the longest period of time. Class B(1) shares that are redeemed within a
six-year period after purchase, Class B shares that are redeemed within a
five-year period after their purchase, and Class C shares that are redeemed
within a one-year period after their purchase, will not be subject to a
contingent deferred sales charge to the extent that the value of such shares
represents (1) capital appreciation of Fund assets or (2) reinvestment of
dividends or capital gains distributions. The holding period for purposes of
applying a contingent deferred sales charge for a particular class of shares of
the Fund acquired through an exchange from another Eligible Fund will be
measured from the date that such shares were initially acquired in the other
Eligible Fund, and shares of the same class being redeemed will be considered to
represent, as applicable, capital appreciation or dividend and capital gains
distribution reinvestments in such other Eligible Fund. These determinations
will result in any contingent deferred sales charge being imposed at the lowest
possible rate. For federal income tax purposes, the amount of the contingent
deferred sales charge will reduce the gain or increase the loss, as the case may
be, on the amount realized on redemption.
Contingent Deferred Sales Charge Waivers. With respect to Class A
shares (on sales of $1 million or more and which do not involve an initial sales
charge), and Class B(1), Class B and Class C shares of the Fund, the contingent
deferred sales charge does not apply to exchanges or to redemptions under a
systematic withdrawal plan which meets certain conditions. The contingent
deferred sales charge will be waived for participant initiated distributions
from State Street Research prototype employee retirement plans. In addition, the
contingent deferred sales charge will be waived for: (i) redemptions made within
one year of the death or total disability, as defined by the Social Security
Administration, of all shareholders of an account; (ii) redemptions made after
attainment of a specific age in an amount which represents the minimum
distribution required at such age under Section
34
<PAGE>
401(a)(9) of the Internal Revenue Code of 1986, as amended, for retirement
accounts or plans (e.g., age 70 1/2 for Individual Retirement Accounts and
Section 403(b) plans), calculated solely on the basis of assets invested in the
Fund or other Eligible Funds; and (iii) a redemption resulting from a tax-free
return of an excess contribution to an Individual Retirement Account. (The
foregoing waivers do not apply to a tax-free rollover or transfer of assets out
of the Fund). The Fund may modify or terminate the waivers at any time; for
example, the Fund may limit the application of multiple waivers and establish
other conditions for employee benefit plans. Certain employee benefit plans
sponsored by a financial professional may be subject to other conditions for
waivers under which the plans may initially invest in Class B(1) or Class B
shares and then invest in Class A shares of certain funds upon meeting specific
criteria.
Class S Shares. Class S shares are currently available to certain
employee benefit plans such as qualified retirement plans which meet criteria
relating to number of participants, service arrangements, or similar factors;
insurance companies; investment companies; advisory accounts of the Investment
Manager; endowment funds of nonprofit organizations with substantial minimum
assets (currently a minimum of $10 million); and other similar institutional
investors. Class S shares may be acquired through programs or products sponsored
by Metropolitan, its affiliates, or both for which Class S shares have been
designated. In addition, Class S shares are available through programs under
which, for example, investors pay an asset-based fee and/or a transaction fee to
intermediaries. Class S share availability is determined by the Distributor and
intermediaries based on the overall direct and indirect costs of a particular
program, expected assets, account sizes and similar considerations.
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, the Fund may issue its shares at net asset
value (or more) to such entities or to their security holders.
Redemptions. The Fund reserves the right to pay redemptions in kind
with portfolio securities in lieu of cash. In accordance with its election
pursuant to Rule 18f-1 under the 1940 Act, the Fund may limit the amount of
redemption proceeds paid in cash. Although it has no present intention to do so,
the Fund may, under unusual circumstances, limit redemptions in cash with
respect to each shareholder during any ninety-day period to the lesser of (i)
$250,000 or (ii) 1% of the net asset value of the Fund at the beginning of such
period. In connection with any redemptions paid in kind with portfolio
securities, brokerage and other costs may be incurred by the redeeming
shareholder in the sale of the securities received.
Systematic Withdrawal Plan. A shareholder who owns noncertificated
Class A or Class S shares with a value of $5,000 or more, or Class B(1), Class B
or Class C shares with a value of $10,000 or more, may elect, by participating
in the Fund's Systematic Withdrawal Plan, to have periodic checks issued for
specified amounts. These amounts may not be less than certain minimums,
depending on the class of shares held. The Plan provides that all income
dividends and capital gains distributions of the Fund shall be credited to
participating
35
<PAGE>
shareholders in additional shares of the Fund. Thus, the withdrawal amounts paid
can only be realized by redeeming shares of the Fund under the Plan. To the
extent such amounts paid exceed dividends and distributions from the Fund, a
shareholder's investment will decrease and may eventually be exhausted.
In the case of shares otherwise subject to contingent deferred sales
charges, no such charges will be imposed on withdrawals of up to 8% annually of
either (a) the value, at the time the Systematic Withdrawal Plan is initiated,
of the shares then in the account or (b) the value, at the time of a withdrawal,
of the same number of shares as in the account when the Systematic Withdrawal
Plan was initiated, whichever is higher.
Expenses of the Systematic Withdrawal Plan are borne by the Fund. A
participating shareholder may withdraw from the Systematic Withdrawal Plan, and
the Fund may terminate the Systematic Withdrawal Plan at any time on written
notice. Purchase of additional shares while a shareholder is receiving payments
under a Systematic Withdrawal Plan is ordinarily disadvantageous because of
duplicative sales charges. For this reason, a shareholder may not participate in
the Investamatic Program (see "Your Investment--Investor Services--Investamatic
Program" in the Fund's Prospectus) and the Systematic Withdrawal Plan at the
same time.
Request to Dealer to Repurchase. For the convenience of shareholders,
the Fund has authorized the Distributor as its agent to accept orders from
dealers by wire or telephone for the repurchase of shares by the Distributor
from the dealer. The Fund may revoke or suspend this authorization at any time.
The repurchase price is the net asset value for the applicable shares next
determined following the time at which the shares are offered for repurchase by
the dealer to the Distributor. The dealer is responsible for promptly
transmitting a shareholder's order to the Distributor.
Signature Guarantees. Signature guarantees are required for, among
other things: (1) written requests for redemptions for more than $100,000; (2)
written requests for redemptions for any amount if the proceeds are transmitted
to other than the current address of record (unchanged in the past 30 days); (3)
written requests for redemptions for any amount submitted by corporations and
certain fiduciaries and other intermediaries; and (4) requests to transfer the
registration of shares to another owner. Signatures must be guaranteed by a
bank, a member firm of a national stock exchange, or other eligible guarantor
institution. The Transfer Agent will not accept guarantees (or notarizations)
from notaries public. The above requirements may be waived in certain instances.
Dishonored Checks. If a purchaser's check is not honored for its full
amount, the purchaser could be subject to additional charges to cover collection
costs and any investment loss, and the purchase may be canceled.
36
<PAGE>
Processing Charges. Purchases and redemptions processed through
securities dealers may be subject to processing charges imposed by the
securities dealer in addition to sales charges that may be imposed by the Fund
or the Distributor.
SHAREHOLDER ACCOUNTS
General information on shareholder accounts is included in the Fund's
Prospectus under "Your Investment." The following supplements that information.
Maintenance Fees and Involuntary Redemption. Because of the
relatively high cost of maintaining small shareholder accounts, the Fund
reserves the right to 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 involuntarily redemptions will be subject to applicable sales
charges, if any. The Fund may increase such minimum account value above such
amount in the future after notice to affected shareholders. Involuntarily
redeemed shares will be priced at the net asset value on the date fixed for
redemption by the Fund, and the proceeds of the redemption will be mailed to the
affected shareholder at the address of record. Currently, the maintenance fee is
$18 annually, which is paid to the Transfer Agent. The fee does not apply to
certain retirement accounts or if the shareholder has more than an aggregate
$50,000 invested in the Fund and other Eligible Funds combined. Imposition of a
maintenance fee on a small account could, over time, exhaust the assets of such
account.
To cover the cost of additional compliance administration, a $20 fee
will be charged against any shareholder account that has been determined to be
subject to escheat under applicable state laws.
The Fund may not suspend the right of redemption or postpone the date
of payment of redemption proceeds for more than seven days, except that (a) it
may elect to suspend the redemption of shares or postpone the date of payment of
redemption proceeds: (1) during any period that the NYSE is closed (other than
customary weekend and holiday closings) or trading on the NYSE is restricted;
(2) during any period in which an emergency exists as a result of which disposal
of portfolio securities is not reasonably practicable or it is not reasonably
practicable to fairly determine the Fund's net asset values; or (3) during such
other periods as the Securities and Exchange Commission (the "SEC") may by order
permit for the protection of investors; and (b) the payment of redemption
proceeds may be postponed as otherwise provided under "Purchase and Redemption
of Shares" in this Statement of Additional Information.
The Open Account System. Under the Open Account System full and
fractional shares of the Fund owned by shareholders are credited to their
accounts by the Transfer Agent, State Street Bank and Trust Company, 225
Franklin Street, Boston, Massachusetts 02110. Certificates representing Class
B(1), Class B or Class C shares will not be issued, while
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certificates representing Class A or Class S shares will only be issued if
specifically requested in writing and, in any case, will only be issued for full
shares, with any fractional shares to be carried on the shareholder's account.
Shareholders will receive periodic statements of transactions in their accounts.
The Fund's Open Account System provides the following options:
1. Additional purchases of shares of the Fund may be made
through dealers, by wire or by mailing a check payable to
"State Street Research Funds" under the terms set forth
above under "Purchase and Redemption of Shares" in this
Statement of Additional Information.
2. The following methods of receiving dividends from
investment income and distributions from capital gains
generally are available:
(a) All income dividends and capital gains
distributions reinvested in additional shares of
the Fund.
(b) All income dividends and capital gains
distributions in cash.
(c) All income dividends and capital gains
distributions invested in any one available
Eligible Fund designated by the shareholder as
described below. See "--Dividend Allocation Plan"
herein.
Dividend and distribution selections should be made on the
Application accompanying the initial investment. If no selection is indicated on
the Application, that account will be automatically coded for reinvestment of
all dividends and distributions in additional shares of the same class of the
Fund. Selections may be changed at any time by telephone or written notice to
the Service Center. Dividends and distributions are reinvested at net asset
value without a sales charge.
Exchange Privileges. Shareholders of the Fund may exchange their
shares for available shares with corresponding characteristics of any of the
other Eligible Funds, subject to any applicable initial holding period, on the
basis of the relative net asset values of the respective shares to be exchanged,
subject to compliance with applicable securities laws. Shareholders of any other
Eligible Fund may similarly exchange their shares for Fund shares with
corresponding characteristics. Prior to making an exchange, shareholders should
obtain the Prospectus of the Eligible Fund into which they are exchanging. Under
the Direct Program, subject to certain conditions, shareholders may make
arrangements for regular exchanges from the Fund into other Eligible Funds. To
effect an exchange, Class A, Class B(1), Class B and Class C shares may be
redeemed without the payment of any contingent deferred sales charge that might
otherwise be due upon an ordinary redemption of such shares. The State Street
Research Money Market Fund issues Class E shares which are sold without any
sales charge. Exchanges of State Street Research Money Market Fund Class E
shares into Class A shares of the Fund or any other
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Eligible Fund are subject to the initial sales charge or contingent deferred
sales charge applicable to an initial investment in such Class A shares, unless
a prior Class A sales charge has been paid directly or indirectly with respect
to the shares redeemed. Class A shares acquired through a new investment after
January 1, 1999, are subject to an incremental sales charge if exchanged within
30 days of acquisition for Class A shares of a Fund with a higher applicable
sales charge. For purposes of computing the contingent deferred sales charge
that may be payable upon disposition of any acquired Class A, Class B(1), Class
B and Class C shares, the holding period of the redeemed shares is "tacked" to
the holding period of any acquired shares. No exchange transaction fee is
currently imposed on any exchange.
Shares of the Fund may also be acquired or redeemed in exchange for
shares of the Summit Cash Reserves Fund ("Summit Cash Reserves") by customers of
Merrill Lynch, Pierce, Fenner & Smith Incorporated (subject to completion of
steps necessary to implement the program). The Fund and Summit Cash Reserves are
related mutual funds for purposes of investment and investor services. Upon the
acquisition of shares of Summit Cash Reserves by exchange for redeemed shares of
the Fund, (a) no sales charge is imposed by Summit Cash Reserves, (b) no
contingent deferred sales charge is imposed by the Fund on the Fund shares
redeemed, and (c) any applicable holding period of the Fund shares redeemed is
"tolled," that is, the holding period clock stops running pending further
transactions. Upon the acquisition of shares of the Fund by exchange for
redeemed shares of Summit Cash Reserves, (a) the acquisition of Class A shares
shall be subject to the initial sales charges or contingent deferred sales
charges applicable to an initial investment in such Class A shares, unless a
prior Class A sales charge has been paid indirectly, and (b) the acquisition of
Class B or Class C shares of the Fund shall restart any holding period
previously tolled, or shall be subject to the contingent deferred sales charge
applicable to an initial investment in such shares.
The exchange privilege may be terminated or suspended or its terms
changed at any time, subject, if required under applicable regulations, to 60
days' prior notice. New accounts established for investments upon exchange from
an existing account in another fund will have the same telephone privileges with
respect to the Fund (see "Your Account--Account Policies--Telephone Requests" in
the Fund's Prospectus and "--Telephone Privileges," below) as the existing
account unless the Service Center is instructed otherwise. Related
administrative policies and procedures may also be adopted with regard to a
series of exchanges, street name accounts, sponsored arrangements and other
matters.
The exchange privilege is not designed for use in connection with
short-term trading or market timing strategies. To protect the interests of
shareholders, the Fund reserves the right to temporarily or permanently
terminate the exchange privilege for any person who makes more than six
exchanges out of or into the Fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer identification
number, may be aggregated for purposes of the six exchange limit.
Notwithstanding the six exchange limit, the Fund reserves the right to refuse
exchanges by any person or group if, in the Investment Manager's judgment, the
Fund would be unable to invest effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely affected.
Exchanges may be restricted or refused if the Fund receives or anticipates
simultaneous orders affecting significant portions of the Fund's assets. In
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particular, a pattern of exchanges that coincides with a "market timing"
strategy may be disruptive to the Fund. The Fund may impose these restrictions
at any time. The exchange limit may be modified for accounts in certain
institutional retirement plans because of plan exchange limits, Department of
Labor regulations or administrative and other considerations. Subject to the
foregoing, if an exchange request in good order is received by the Service
Center and delivered by the Service Center to the Transfer Agent by 12 noon
Boston time on any business day with normal trading conditions, the exchange
usually will occur that day. For further information regarding the exchange
privilege, shareholders should contact the Service Center.
Reinvestment Privilege. A shareholder of the Fund who has redeemed
shares or had shares repurchased at his or her request may reinvest all or any
portion of the proceeds (plus that amount necessary to acquire a fractional
share to round off his or her reinvestment to full shares) in shares, of the
same class as the shares redeemed, of the Fund or any other Eligible Fund at net
asset value and without subjecting the reinvestment to an initial sales charge,
provided such reinvestment is made within 120 calendar days after a redemption
or repurchase. Upon such reinvestment, the shareholder will be credited with any
contingent deferred sales charge previously charged with respect to the amount
reinvested. The redemption of shares is, for federal income tax purposes, a sale
on which the shareholder may realize a gain or loss. If a redemption at a loss
is followed by a reinvestment within 30 days, the transaction may be a "wash
sale" resulting in a denial of the loss for federal income tax purposes.
Any reinvestment pursuant to the reinvestment privilege will be
subject to any applicable minimum account standards imposed by the fund into
which the reinvestment is made. Shares are sold to a reinvesting shareholder at
the net asset value thereof next determined following timely receipt by the
Service Center of such shareholder's written purchase request and delivery of
the request by the Service Center to the Transfer Agent. A shareholder may
exercise this reinvestment privilege only once per 12-month period with respect
to his or her shares of the Fund.
Dividend Allocation Plan. The Dividend Allocation Plan allows
shareholders to elect to have all their dividends and any other distributions
from the Fund or any Eligible Fund automatically invested at net asset value in
one other such Eligible Fund designated by the shareholder, provided the account
into which the dividends and distributions are directed is initially funded with
the requisite minimum amount.
Telephone Privileges. The following telephone privileges are
available:
o Telephone Exchange Privilege for Shareholder and
Shareholder's Financial Professional
o Shareholders automatically receive this privilege
unless declined.
o This privilege allows a shareholder or a
shareholder's financial professional to request
exchanges into other State Street Research funds.
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o Telephone Redemption Privilege for Shareholder
o Shareholders automatically receive this privilege
unless declined.
o This privilege allows a shareholder to phone
requests to sell shares, with the proceeds sent
to the address of record.
o Telephone Redemption Privilege for Shareholder's Financial
Professional (This privilege is not automatic; a
shareholder must specifically elect it)
o This privilege allows a shareholder's financial
professional to phone requests to sell shares,
with the proceeds sent to the address of record
on the account.
A shareholder with the above telephone privileges is deemed to
authorize the Service Center and the Transfer Agent to: (1) act upon the
telephone instructions of any person purporting to be any of the shareholders of
an account or a shareholder's financial professional ; and (2) honor any written
instructions for a change of address regardless of whether such request is
accompanied by a signature guarantee. All telephone calls will be recorded.
Neither the Fund, the other Eligible Funds, the Transfer Agent, the Investment
Manager nor the Distributor will be liable for any loss, expense or cost arising
out of any request, including any fraudulent or unauthorized requests.
Shareholders assume the risk to the full extent of their accounts that telephone
requests may be unauthorized. Reasonable procedures will be followed to confirm
that instructions communicated by telephone are genuine. The shareholder will
not be liable for any losses arising from unauthorized or fraudulent
instructions if such procedures are not followed.
Alternative Means of Contacting the Fund. It is unlikely, even during
periods of extraordinary market conditions, that a shareholder will have
difficulty in reaching the Service Center. In that event, however, the
shareholder should contact the Service Center at 1-800-562-0032, 1-617-357-7800
or otherwise at its main office at One Financial Center, Boston, Massachusetts
02111-2690.
NET ASSET VALUE
The net asset value of the shares of the Fund is determined once
daily as of the close of regular trading on 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, Martin
Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.
The net asset value per share of the 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 the Fund, including the investment management fee payable to
the Investment Manager, are accrued daily.
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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 utilize information with respect to market transactions, quotations
from dealers and various relationships among securities in determining value and
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, Inc.'s (the "NASD") 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 with the use of such pricing services as may be deemed appropriate or
methodologies approved by the Trustees. The Trustees also reserve the right to
adopt other valuations based on fair value in pricing in unusual circumstances
where other methods as discussed in part above, could otherwise have a material
adverse effect on the Fund as a whole.
The Trustees have authorized the use of the amortized cost method to
value short-term debt instruments issued with a maturity of one year or less and
having a remaining maturity of 60 days or less when the value obtained is fair
value, provided that during any period in which more than 25% of the 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. 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.
PORTFOLIO TRANSACTIONS
Portfolio Turnover
The Fund's portfolio turnover rate is determined by dividing the
lesser of securities purchases or sales for a year by the monthly average value
of securities held by the Fund (excluding, for purposes of this determination,
securities the maturities of which as of the time of their acquisition were one
year or less). The Fund's portfolio turnover rates for the fiscal years ended
October 31, 1997 and 1998, respectively, were as follows: 124.95% and
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160.89%. The Fund's portfolio turnover rate for the most recent fiscal year was
significantly higher than the portfolio turnover rate for the previous fiscal
year because of higher volatility in the securities markets and actions taken to
reposition the Fund on the yield curve, including transactions to increase the
Fund's holdings of government agency securities and reduce its holdings of
mortgage related and foreign securities.
Brokerage Allocation
The Investment Manager's policy is to seek for its clients, including
the Fund, what in the Investment Manager's judgment will be the best overall
execution of purchase or sale orders and the most favorable net prices in
securities transactions consistent with its judgment as to the business
qualifications of the various broker or dealer firms with whom the Investment
Manager may do business, and the Investment Manager may not necessarily choose
the broker offering the lowest available commission rate. Decisions with respect
to the market where the transaction is to be completed, to the form of
transaction (whether principal or agency), 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 their
proven integrity and financial responsibility, their demonstrated execution
experience and capabilities both generally and with respect to particular
markets or securities, the competitiveness of their commission rates in agency
transactions (and their net prices in principal transactions), their willingness
to commit capital, and their clearance and settlement capability. The Investment
Manager makes every effort to keep informed of commission rate structures and
prevalent bid/ask spread characteristics of the markets and securities in which
the transactions for the Fund occur. Against this background, the Investment
Manager evaluates the reasonableness of a commission or a net price with respect
to a particular transaction by considering such factors as difficulty of
execution or security positioning by the executing firm. The Investment Manager
may or may not solicit competitive bids based on its judgment of the expected
benefit or harm to the execution process for that transaction.
When it appears that a number of firms could satisfy the required
standards in respect of a particular transaction, consideration may also be
given to services other than execution services which certain of such firms have
provided in the past or may provide in the future. Negotiated commission rates
and prices, however, are based upon the Investment Manager's judgment of the
rate which reflects the execution requirements of the transaction without regard
to whether the broker provides services in addition to execution. Among such
other services are the supplying of supplemental investment research; general
economic, political and business information; analytical and statistical data;
relevant market information, quotation equipment and services; reports and
information about specific companies, industries and securities; purchase and
sale recommendations for stocks and bonds; portfolio strategy services;
historical statistical information; market data services providing information
on specific issues and prices; financial publications; proxy voting data and
analysis services; technical analysis of various aspects of the securities
markets, including technical charts; computer hardware used for brokerage and
research purposes; computer software and databases (including those used for
portfolio analysis and modeling in conjunction with certain trading systems, and
including software providing investment personnel with efficient access to
current and historical data from a variety of internal and external sources) and
portfolio
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evaluation services and relative performance of accounts. Certain of the
nonexecution services provided by broker-dealers may in turn be obtained by the
broker-dealers from third parties who are paid for such services by the
broker-dealers.
In the case of the Fund and other registered investment companies
advised by the Investment Manager or its affiliates, the above services may
include data relating to performance, expenses and fees of those investment
companies and other investment companies; this information is used by the
Trustees or Directors of the investment companies to fulfill their
responsibility to oversee the quality of the Investment Manager's advisory
contracts between the investment companies and the Investment Manager. The
Investment Manager considers these investment company services only in
connection with the execution of transactions on behalf of its investment
company clients and not its other clients.
The Investment Manager regularly reviews and evaluates the services
furnished by broker-dealers. The Investment Manager's investment management
personnel seek to evaluate the quality of the research and other services
provided by various broker-dealer firms, and the results of these efforts are
made available to the equity trading department, which uses this information as
consideration to the extent described above in the selection of brokers to
execute portfolio transactions.
Some services furnished by broker-dealers may be used for research
and investment decision-making purposes, and also for marketing or
administrative purposes. Under these circumstances, the Investment Manager
allocates the cost of the services to determine the proportion allocable to
other purposes. The Investment Manager pays directly from its own funds for that
portion that is allocable to uses other than research or investment
decision-making. Some research and execution services may benefit the Investment
Manager's clients as a whole, while others may benefit a specific segment of
clients. Not all such services will necessarily be used exclusively in
connection with the accounts which pay the commissions to the broker-dealer
providing the services.
The Investment Manager has no fixed agreements or understandings with
any broker-dealer as to the amount of brokerage business which the firm may
expect to receive for services supplied to the Investment Manager 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 brokerage business. These understandings are
honored to the extent possible in accordance with the policies set forth above.
It is not the Investment Manager's policy to intentionally pay a firm
a brokerage commission higher than that which another firm would charge for
handling the same transaction in recognition of services (other than execution
services) provided. However, the Investment Manager is aware that this is an
area where differences of opinion as to fact and circumstances may exist, and in
such circumstances, if any, the Investment Manager relies on the provisions of
Section 28(e) of the Securities Exchange Act of 1934.
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The Fund did not pay any brokerage commission in secondary trading during the
fiscal years ended October 31, 1996, 1997, and 1998.
During and at the end of its most recent fiscal year, the Fund did
not hold in its portfolio securities of any entity that might be deemed to be a
regular broker-dealer of the Fund as defined under the 1940 Act.
In the case of the purchase of fixed income securities in
underwriting transactions, the Investment Manager follows any instructions
received from its clients as to the allocation of new issue discounts, selling
commissions and designations to brokers or dealers which provide the client with
research, performance evaluation, master trustee and other services. In the
absence of instructions from the client, the Investment Manager may make such
allocations to broker-dealers which have provided the Investment Manager with
research and brokerage services.
In some instances, certain clients of the Investment Manager request
it to place all or part of the orders for their account with certain brokers or
dealers, which in some cases provide services to those clients. The Investment
Manager generally agrees to honor these requests to the extent practicable.
Clients may condition their requests by requiring the Investment Manager only
effect transactions with the specified broker-dealers if the broker-dealers are
competitive as to price and execution. In other cases, the Investment Manager
may be unable to negotiate commissions or obtain volume discounts or best
execution. In addition, a disparity may exist among the commissions charged to
clients who request the Investment Manager to use particular brokers or dealers,
and also between those clients and those who do not make such requests. A client
who requests the use of a particular broker-dealer should understand that it may
lose the possible advantage which non-requesting clients derive from aggregation
of orders for several clients as a single transaction for the purchase or sale
of a particular security. Among other reasons why best execution may not be
achieved with directed brokerage is that, in an effort to achieve orderly
execution of transactions, execution of orders that have designated particular
brokers may, at the discretion of the trading desk, be delayed until execution
of other non-designated orders have been completed.
When more than one client of the Investment Manager is seeking to buy
or sell the same security, the sale or purchase is carried out in a manner which
is considered fair and equitable to all accounts. In allocating investments
among various clients (including in what sequence orders for trades are placed),
the Investment Manager will use its best business judgment and will take into
account such factors as the investment objectives of the clients, the amount of
investment funds available to each, the amount already committed for each client
to a specific investment and the relative risks of the investments, all in order
to provide on balance a fair and equitable result to each client over time.
Although sharing in large transactions may sometimes affect price or volume of
shares acquired or sold, overall it is believed there may be an advantage in
execution. The Investment Manager may follow the practice of grouping orders of
various clients for execution to get the benefit of lower prices or
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commission rates. In certain cases where the aggregate order may be executed in
a series of transactions at various prices, the transactions are allocated as to
amount and price in a manner considered equitable to each so that each receives,
to the extent practicable, the average price of such transactions. Exceptions
may be made based on such factors as the size of the account and the size of the
trade. For example, the Investment Manager may not aggregate trades where it
believes that it is in the best interests of clients not to do so, including
situations where aggregation might result in a large number of small
transactions with consequent increased custodial and other transactional costs
which may disproportionately impact smaller accounts. Such disaggregation,
depending on the circumstances, may or may not result in such accounts receiving
more or less favorable execution relative to other clients.
CERTAIN TAX MATTERS
Federal Income Taxation of the Fund--in General
The Fund intends to qualify and elects to be treated each taxable
year as a "regulated investment company" under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"), although it cannot give complete
assurance that it will qualify to do so. Accordingly, the Fund must, among other
things, (a) derive at least 90% of its gross income in each taxable year from
dividends, interest, payments with respect to securities loans, gains from the
sale or other disposition of stock, securities or foreign currencies, or other
income (including, but not limited to, gains from options, futures or forward
contracts) derived with respect to its business of investing in such stock,
securities or currencies (the "90% test"); and (b) satisfy certain
diversification requirements on a quarterly basis.
If the Fund should fail to qualify as a regulated investment company
in any year, it would lose the beneficial tax treatment accorded regulated
investment companies under Subchapter M of the Code and all of its taxable
income would be subject to tax at regular corporate rates without any deduction
for distributions to shareholders, and such distributions will be taxable to
shareholders as ordinary income to the extent of the Fund's current or
accumulated earnings and profits. Also, the shareholders, if they received a
distribution in excess of current or accumulated earnings and profits, would
receive a return of capital that would reduce the basis of their shares of the
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.
The Fund will be liable for a nondeductible 4% excise tax on amounts
not distributed on a timely basis in accordance with a calendar year
distribution requirement. To avoid the tax, during each calendar year the Fund
must distribute an amount equal to at least 98% of the sum of its ordinary
income (not taking into account any capital gains or losses) for the calendar
year, and its capital gain net income for the 12-month period ending on October
31, in addition to any undistributed portion of the respective balances from the
prior year. The Fund intends to make sufficient distributions to avoid this 4%
excise tax.
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Taxation of the Fund's Investments
Original Issue Discount; Market Discount. For federal income tax
purposes, debt securities purchased by the 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
the 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 the 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 the 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 the 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. The Fund may be required to capitalize, rather than
deduct currently, part or all of any direct interest expense incurred or
continued to purchase or carry any debt security having market discount, unless
the Fund makes the election to include market discount currently. Because the
Fund must include original issue discount in income, it will be more difficult
for the Fund to make the distributions required for the 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 the Fund's investments
may be subject to provisions of the Code that (i) require inclusion of
unrealized gains or losses in the Fund's income for purposes of the 90% test,
and require inclusion of unrealized gains in the Fund's income for purposes of
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 and
long-term gain and loss irrespective of the holding period of the investment.
Such provisions generally apply to, among other investments, options on debt
securities, indices on securities and futures contracts. The Fund will monitor
its transactions and may make certain tax elections available to it in order to
mitigate the impact of these rules and prevent disqualification of the Fund as a
regulated investment company.
Gains or losses attributable to foreign currency contracts or
fluctuations in exchange rates that occur between the time the Fund accrues
income or expenses denominated in a foreign currency and the time the Fund
actually collects such income or
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pays such expenses are treated as ordinary income or loss. The portion of any
gain or loss on the disposition of a debt security denominated in a foreign
currency that is attributable to fluctuations in the value of the foreign
currency during the holding period of the debt security may likewise be treated
as ordinary income or loss. Such ordinary income or loss will increase or
decrease the amount of the Fund's net investment income.
If the Fund invests in the stock of certain "passive foreign
investment companies" ("PFICs"), income of such companies may become taxable to
the Fund prior to its distribution to the Fund or, alternatively, ordinary
income taxes and interest charges may be imposed on the Fund on "excess
distributions" received by the Fund or on gain from the disposition of such
investments by the Fund. The Fund does not intend to invest in PFICs. Because of
the broad scope of the PFIC rules, however, there can be no assurance that the
Fund can avoid doing so.
Taxation Of The Fund's Shareholders
The Fund may be subject to foreign taxes, including foreign income
taxes. If so, the Fund intends to meet the requirements of the Code for passing
through to its shareholders the tax benefit of foreign income taxes paid,
although there is no assurance that it will be able to do so. Under this
provision, if more than half of the value of the total assets of the Fund at the
close of its taxable year consists of stock or securities of foreign
corporations, the Fund will be eligible and intends to elect to pass through to
its shareholders the amount of foreign taxes it paid if such amounts are
material. Pursuant to this election, a United States shareholder will, in
general, be required to (i) include in gross income, in addition to taxable
distributions actually received, his or her pro rata share of the foreign taxes
paid by the Fund, (ii) treat that share of taxes as having been paid directly by
him or her, and (iii) either deduct such share of taxes or treat such share of
taxes as a credit against United States income tax liability. A tax-exempt
shareholder will ordinarily not benefit from this election.
Generally, a credit for foreign taxes paid by the Fund may not exceed
a shareholder's United States income tax attributable to the shareholder's
foreign source income. This limitation applies separately to different
categories of income, one of which is foreign-source passive income, which is
likely to include all of the foreign-source income of the Fund. As a result of
these limitations, some shareholders may not be able to utilize fully any
foreign tax credits generated by an investment in the Fund. The Fund will
provide its shareholders with information about the source of its income and the
foreign taxes it has paid for use in preparing the shareholder's United States
income tax return.
Dividends from domestic corporations are not expected to comprise a
substantial part of the income of the Fund. If such dividends are earned by the
Fund, then a portion of the dividends paid by the Fund may qualify for the 70%
deduction for dividends received which is available to corporate shareholders of
the Fund. Shareholders will be informed of any portion of the dividends paid by
the Fund which qualifies for this
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<PAGE>
deduction. The dividends-received deduction is reduced to the extent the
dividends received are treated as debt-financed, under the Code, and is
eliminated if the stock is held for less than 46 days.
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 the Fund pays the dividend during
January of the following calendar year.
Distributions by the Fund result in a reduction in the fair market
value of the 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 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.
The foregoing discussion of United States federal income tax law
relates solely to the application of that law to United States persons, that is,
United States citizens and residents and United States corporations,
partnerships, trusts and estates. Each shareholder who is not a United States
person should consider the United States and foreign tax consequences of
ownership of shares of the Fund, including the possibility that such a
shareholder may be subject to United States withholding tax at a rate of up to
30% (or at a lower rate under applicable treaty) on distributions from the Fund.
Shareholders should consult their tax advisers about the application
of the provisions of tax law described in this Statement of Additional
Information in light of their particular tax situations.
DISTRIBUTION OF SHARES OF THE FUND
The Trust has entered into a Distribution Agreement with State Street
Research Investment Services, Inc., as Distributor, whereby the Distributor acts
as agent to sell and distribute shares of the Fund. Shares of the Fund are sold
through dealers who have entered into sales agreements with the Distributor. The
Distributor distributes shares of the Fund on a continuous basis at an offering
price which is based on the net asset value per share of the Fund plus (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(1), Class B and Class C shares). The Distributor may
reallow all or portions of such sales charges as concessions to dealers. For the
fiscal years ended October 31, 1998, 1997 and 1996 total sales charges on Class
A shares paid to the Distributor amounted to: $532,039;
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<PAGE>
$403,481; and $724,878, respectively. For the same periods, the Distributor
retained respectively after reallowance of concessions to dealers: $69,104;
$50,558; and $89,615. The Distributor may also pay its affiliate MetLife
Securities, Inc. additional sales compensation of up to 0.25% of certain sales
or assets.
The differences in the price at which the Fund's Class A shares are
offered due to scheduled variations in sales charges, or Class S shares are
offered, as described in the Fund's Prospectus, result from cost savings
inherent in economies of scale, among other factors. 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 Fund or associated entities. Where shares of the Fund
are offered at a reduced sales charge or without a sales charge pursuant to
sponsored arrangements, managed fee-based programs and so-called "mutual fund
supermarkets," among other special 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 charges, 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 Fund reserves 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
or similar programs 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 based on the aggregate of such sales. 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 C shares of
the Fund and paid initial commissions to securities dealers for sales of such
Class A, Class B and Class C shares as follows:
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<PAGE>
<TABLE>
<CAPTION>
Fiscal Year Fiscal Year Fiscal Year
Ended October 31, 1998 Ended October 31, 1997 Ended October 31, 1996
---------------------- ---------------------- ----------------------
Contingent Commissions Contingent Commissions Contingent Commissions
Deferred Paid to Deferred Paid to Deferred Paid to
Sales Charges Dealers Sales Charges Dealers Sales Charges Dealers
------------- ------- ------------- ------- ------------- -------
<S> <C> <C> <C> <C> <C> <C>
Class A $ 0 $ 462,935 $ 0 $ 352,923 $ 0 $ 635,263
Class B $ 201,962 $ 857,845 $ 287,730 $ 506,486 $ 372,729 $ 973,303
Class C $ 563 $ 100,800 $ 3,988 $ 46,920 $ 1,828 $ 55,368
</TABLE>
The Fund has adopted a "Plan of Distribution Pursuant to Rule 12b-1"
(the "General Distribution Plan") under which the Fund may engage, directly or
indirectly, in financing any activities primarily intended to result in the sale
of Class A, Class B and Class C 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 , 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 or servicing
of shareholder accounts . In addition, the General 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 General 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 C shares, an annual rate of 0.75% of the
average daily value of the net assets represented by such Class B or Class C
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 C shares (as the case may be) to make payments for
personal services and/or the maintenance or servicing of shareholder accounts.
The Fund also has adopted a "Rule 12b-1 Plan for Distribution of
Shares" (the "Share Distribution Plan") under which the Fund shall pay the
Distributor (a) a service fee at the end of each month at the annual rate of
0.25% of average daily net assets attributable to the Class B(1) Shares to
compensate the Distributor and any securities firms or other third parties who
render personal services to and/or maintain shareholder accounts for the
shareholders of the respective class and (b) a distribution fee at the end of
each month at the annual rate of 0.75% of average daily net assets attributable
to the Class B(1) Shares to compensate the Distributor for services provided and
expenses incurred by it in connection with sales, promotional and marketing
activities
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<PAGE>
relating to the respective class. To the extent that any payments made by Fund
to the Distributor or the Investment Manager, including payment of investment
management fees, should be deemed to be an indirect financing of any activity
primarily resulting in the sale of shares of the Fund within the scope of Rule
12b-1 under the 1940 Act, then such payments shall be deemed to be authorized by
the Class Share Distribution Plan.
A rule of the National Association of Securities Dealers, Inc.
("NASD") limits annual expenditures that the Fund may incur to 0.75% for
distribution expenses and 0.25% for service fees. The NASD Rule also limits the
aggregate amount that the Fund may pay for such distribution costs to 6.25% of
gross share sales of a class since the inception of any asset-based sales charge
plus interest at the prime rate plus 1% on unpaid amounts thereof (less any
contingent deferred sales charges). Such limitation does not apply to the
service fees. Payments to the Distributor or to dealers funded under either the
General Distribution Plan or the Share Distribution Plan may be discontinued at
any time.
Some or all of the service fees are used to pay or reimburse dealers
(including dealers that are affiliates of the Distributor) or others for
personal services and/or the maintenance of shareholder accounts. A portion of
any initial commission paid to dealers for the sale of shares of the Fund
represents payment for personal services and/or the maintenance or servicing of
shareholder accounts by such dealers. Dealers who have sold Class A shares are
eligible for further reimbursement commencing as of the time of such sale.
Dealers who have sold Class B(1), Class B and Class C shares are eligible for
further reimbursement after the first year during which such shares have been
held of record by such dealer as nominee for its clients (or by such clients
directly).
The distribution fees are used primarily to offset initial and
ongoing commissions paid to dealers for selling such shares and for other sales
and marketing expenditures.
The Distributor provides distribution services on behalf of other
funds having distribution plans and receives similar payments from, and incurs
similar expenses on behalf of, such other funds. When expenses of the
Distributor cannot be identified as relating to a specific fund, the Distributor
allocates expenses among the funds in a manner deemed fair and equitable to each
fund.
The payment of service and distribution fees may continue even if the
Fund ceases, temporarily or permanently, to sell one or more classes of shares
to new accounts. During the period the Fund is closed to new accounts, the
distribution fee will not be used for promotion expenses. The service and
distribution fees are used during a closed period to cover services provided to
current shareholders and to cover the compensation of financial professionals in
connection with the prior sale of Fund shares, among other non-promotional
distribution expenditures.
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<PAGE>
The Distributor may pay certain dealers and other intermediaries
additional compensation for sales and administrative services. The Distributor
may provide cash and noncash incentives to intermediaries who, for example, sell
significant amounts of shares or develop particular distribution channels. The
Distributor may compensate dealers with clients who maintain their investments
in the Fund over a period of years. The incentives can include merchandise and
trips to, and attendance at, sales seminars at resorts. The Distributor may pay
for administrative services, such as technological and computer systems support
for the maintenance of pension plan participant records, for subaccounting, and
for distribution through mutual fund supermarkets or similar arrangements.
During the fiscal year ended October 31, 1998, the Fund paid the
Distributor fees under the Distribution Plan and the Distributor used all of
such payments for expenses incurred on behalf of the Fund as follows:
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<PAGE>
<TABLE>
<CAPTION>
Class A Class B Class C
------- ------- -------
<S> <C> <C> <C>
Advertising $ 0 $ 0 $ 0
Printing and mailing of prospectuses to
other than current shareholders 0 0 0
Compensation to dealers 1,279,457 1,058,552 185,917
========== ========== ========
Compensation to sales personnel 0 0 0
Interest 0 0 0
Carrying or other financing charges 0 0 0
Other expenses: marketing; general 0 0
---------- ----------- --------
Total fees $1,279,457 $ 1,058,552 $185,917
========== =========== ========
</TABLE>
The Distributor may have also used additional resources of its own
for further expenses on behalf of the Fund.
No interested Trustee of the Trust has any direct or indirect
financial interest in the operation of the Distribution Plan or any related
agreements thereunder. The Distributor's interest in the Distribution Plan is
described above.
To the extent that the Glass-Steagall Act may be interpreted as
prohibiting banks and other depository institutions from being paid for
performing services under the Distribution Plan, the Fund will make alternative
arrangements for such services for shareholders who acquired shares through such
institutions.
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<PAGE>
CALCULATION OF PERFORMANCE DATA
From time to time, in advertisements or in communications to
shareholders or prospective investors, the Fund may compare the performance of
its Class A, Class B, Class C or Class S shares to the performance of other
mutual funds with similar investment objectives, to certificates of deposit
and/or to other financial alternatives. The Fund may also compare its
performance to appropriate indices, such as Standard & Poor's 500 Index,
Consumer Price Index and Dow Jones Industrial Average and/or to appropriate
rankings and averages such as those compiled by Lipper Analytical Services,
Inc., Morningstar, Inc., Money Magazine, Business Week, Forbes Magazine, The
Wall Street Journal and Investor's Daily. For example, the performance of the
Fund might be compared to the Lipper General U.S. Government Funds Average.
The average annual total return ("standard total return") and yield
of the Class A, Class B(1), Class B, Class C and Class S shares of the Fund will
be calculated as set forth below. Total return and yield are computed separately
for each class of shares of the Fund. Performance data for a specified class
includes periods prior to the adoption of class designations on June 1, 1993,
when designations were assigned based on the pricing and Rule 12b-1 fees
applicable to shares sold thereafter. The application of the additional Rule
12b-1 fees, if any, of up to 1% will, for periods after June 1, 1993 adversely
affect Fund performance results. Thus, performance data or rankings for a given
class of shares should be interpreted carefully by investors who hold or may
invest in a different class of shares.
Total Return
The average annual total return ("standard total return") of each
class of the Fund's shares was as follows:
<TABLE>
<CAPTION>
Ten Years Five Years One Year
Ended Ended Ended
Fund October 31, 1998 October 31, 1998 October 31, 1998
- ---- ------------------ ---------------- ----------------
<S> <C> <C> <C>
Class A 8.17% 5.87% 4.91%
Class B 8.21% 5.70% 4.07%
Class C 8.22% 6.03% 8.06%
Class S 8.81% 7.10% 10.13%
</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:
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<PAGE>
P(1+T)(n) = ERV
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the designated
period assuming a hypothetical $1,000 payment made at
the beginning of the designated period
The calculation is based on the further assumptions that the highest
applicable initial or contingent deferred sales charge is deducted, and that all
dividends and distributions by the Fund are reinvested at net asset value on the
reinvestment dates during the periods. All accrued expenses and recurring
charges are also taken into account as described later herein.
Yield
The annualized yield of each class of shares of the Fund based on the
month of October 1998 was as follows:
<TABLE>
<S> <C>
Class A 4.31%
Class B 3.78%
Class C 3.77%
Class S 4.70%
</TABLE>
Yield for the Fund's Class A, Class B(1), Class B, Class C and Class
S 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:
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<PAGE>
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 Fund computes the yield to maturity of each obligation held by
the 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 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 and recurring charges are taken into account as
described later herein.
Yield information is useful in reviewing the 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
57
<PAGE>
instruments in the Fund's portfolio, portfolio maturity and operating expenses
and market conditions.
Accrued Expenses and Recurring Charges
Accrued expenses include all recurring charges that are charged to
all shareholder accounts during 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 are determined without giving effect to the
subsidization, if any, by affiliates of fees or expenses during the subject
period. In calculating the performance, the accrued expenses are reduced by the
amount of any subsidy. In the absence of such subsidization, the performance of
the Fund would be lower.
Nonstandardized Total Return
The Fund may provide the above described standard total return
results for Class A, Class B(1), Class B, Class C and Class S shares for periods
which end no earlier than the most recent calendar quarter end and which begin
twelve months before, five years before and ten years before. In addition, the
Fund may provide nonstandardized total return results for differing periods,
such as for the most recent six months, and/or without taking sales charges into
account. Such nonstandardized total return is computed as otherwise described
under "--Total Return" except the result may or may not be annualized, and as
noted any applicable sales charge may not be taken into account and therefore
not deducted from the hypothetical initial payment of $1,000. For example, the
Fund's nonstandardized total returns for the six months ended October 31, 1998,
without taking sales charges into account, were as follows:
<TABLE>
<S> <C>
Class A 6.40%
Class B 6.02%
Class C 6.02%
Class S 6.54%
</TABLE>
Distribution Rates
The 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
58
<PAGE>
options by the 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 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 Fund, based on the quarter
ended October 31, 1998, was as follows:
<TABLE>
<S> <C>
Class A 5.48%
Class B 4.99%
Class C 4.99%
Class S 6.00%
</TABLE>
CUSTODIAN
State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, is the Trust's custodian. As custodian, State Street Bank
and Trust Company is responsible for, among other things, safeguarding and
controlling the Fund's cash and securities, handling the receipt and delivery of
securities and collecting interest and dividends on the Fund's investments.
State Street Bank and Trust Company is not an affiliate of the Investment
Manager or its affiliates.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, One Post Office Square, Boston,
Massachusetts 02109, serves as the Trust's independent accountants, providing
professional services including (1) audits of the Fund's annual financial
statements, (2) assistance and consultation in connection with SEC filings and
(3) review of the annual income tax returns filed on behalf of the Fund.
59
<PAGE>
FINANCIAL STATEMENTS
The Investment Portfolio, Statement of Assets and Liabilities,
Statement of Operations, Statement of Changes in Net Assets included in the
Fund's Annual Report to Shareholders as of and for the fiscal year ended October
31, 1998, including any notes thereto or Report of Independent Accountants is
hereby incorporated by reference from the Fund's Annual Report, filed with the
Securities and Exchange Commission (EDGAR accession number
0000950156-99-000023). Shareholder reports are available without charge upon
request. For more information, call the State Street Research Service Center at
(800) 562-0032.
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 through electronic or other media. Shareholders with
substantial holdings in one or more State Street Research Funds may also receive
reports and other information which reflect or analyze their positions in a
consolidated manner.
DOCSC\357413.6
60
