SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

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State Street Research Capital Trust
State Street Research Exchange Trust
State Street Research Financial Trust
State Street Research Growth Trust
State Street Research Income Trust
State Street Research Master Investment Trust
State Street Research Money Market Trust
State Street Research Securities Trust
State Street Research Tax-Exempt Trust

(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS
To Be Held On April 6, 1999

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A Special Meeting of Shareholders of each of the Funds listed below
(collectively, the "Meeting") will be held at the offices of each Trust listed
below, One Financial Center, 31st Floor, Boston, Massachusetts 02111, at 4:00
P.M. on April 6, 1999 for the following purposes:

1. To elect Trustees of each Trust.

2. To consider and act upon any matter incidental to the foregoing and to
transact such other business as may properly come before the Meeting and any
adjournments thereof.

The Trusts The Funds

State Street Research Capital Trust State Street Research Aurora Fund
State Street Research Capital Fund
State Street Research Emerging
Growth Fund

State Street Research Exchange Trust State Street Research Exchange Fund

State Street Research Financial Trust State Street Research Government
Income Fund
State Street Research Strategic
Portfolios: Aggressive
State Street Research Strategic
Portfolios: Moderate
State Street Research Strategic
Portfolios: Conservative
State Street Research IntelliQuant
Portfolios: Small-Cap Value

State Street Research Growth Trust State Street Research Growth Fund

State Street Research Income Trust State Street Research High Income
Fund
State Street Research Managed Assets

State Street Research Master State Street Research Investment Trust
Investment Trust

State Street Research Money Market State Street Research Money Market
Trust Fund

The Trusts The Funds

State Street Research Securities Trust State Street Research Galileo Fund
State Street Research Legacy Fund
State Street Research Strategic
Income Fund

State Street Research Tax-Exempt State Street Research New York
Trust Tax-Free Fund
State Street Research Tax-Exempt Fund

The matters referred to above may be acted upon at said Meeting and any
adjournments thereof.

The close of business on February 8, 1999 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
Meeting and any adjournments thereof.

IT IS VERY IMPORTANT THAT YOUR VOTING INSTRUCTIONS BE RECEIVED NO LATER
THAN APRIL 2, 1999. Instructions for shares held of record in the name of a
nominee, such as a broker-dealer or trustee of an employee benefit plan, may be
subject to cut-off dates for receipt of such instructions established by such
intermediaries to facilitate a timely response.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN A FUND.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND SIGN
THE ENCLOSED PROXY FORM AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. CERTAIN
SHAREHOLDERS MAY ALSO VOTE BY TELEPHONE; PLEASE SEE PAGES 4 AND 5 FOR DETAILS.
IF YOU DESIRE TO VOTE IN PERSON AT THE MEETING, YOU MAY REVOKE YOUR PROXY.

By Order of the Trustees
FRANCIS J. McNAMARA, III
Secretary

February 9, 1999
Date of Notice

QUESTIONS AND ANSWERS

Q: What is Proposal 1 relating to the election of Trustees?

A: Shareholders of each Fund are being asked to vote on the election of
Trustees. For each of the Funds except the Funds that are series of State
Street Research Master Investment Trust and State Street Research Money
Market Trust, four nominees are being presented for election. For the Funds
that are series of State Street Master Investment Trust and State Street
Money Market Trust, two nominees are being presented for election. Background
information on all of the Trustees is included in the material. The Trustees
recommend that you vote FOR each of the nominees.

Q: What is a shareholder supposed to do with this material?

A: You should read the material and then vote. Certain shareholders may vote by
telephone; please see pages 4 and 5 for details. Or, you may vote by marking
the enclosed Proxy form and returning it.

Q: What if I have questions?

A: Call the State Street Research Service Center at 1-800-562-0032 for help with
your questions.

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Important additional information about the proposal is set forth in the
accompanying Proxy Statement. Please read it carefully.
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PROXY STATEMENT

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This Proxy Statement is furnished to the shareholders of each fund listed
below (each, a "Fund" and collectively the "Funds") in connection with the
solicitation of proxies by and on behalf of the Board of Trustees of each
registered investment company set forth below (each, a "Trust" and collectively,
the "Trusts") to be used at a Special Meeting of Shareholders of each Fund
(collectively, the "Meeting"), to be held concurrently at the Trusts' offices,
One Financial Center, 31st Floor, Boston, Massachusetts 02111, at 4 P.M., on
April 6, 1999, and at any adjournments thereof.

The Trusts The Funds

State Street Research Capital Trust State Street Research Aurora Fund
("Capital Trust") ("Aurora Fund")
State Street Research Capital Fund
("Capital Fund")
State Street Research Emerging
Growth Fund ("Emerging Growth
Fund")

State Street Research Exchange Trust State Street Research Exchange Fund
("Exchange Trust") ("Exchange Fund")

State Street Research Financial Trust State Street Research Government
("Financial Trust") Income Fund ("Government Income
Fund")
State Street Research Strategic
Portfolios: Aggressive ("Strategic
Portfolios: Aggressive")
State Street Research Strategic
Portfolios: Moderate ("Strategic
Portfolios: Moderate")
State Street Research Strategic
Portfolios: Conservative ("Strategic
Portfolios: Conservative")
State Street Research IntelliQuant
Portfolios: Small-Cap Value
("IntelliQuant Portfolios: Small-Cap
Value")

State Street Research Growth Trust State Street Research Growth Fund
("Growth Trust") ("Growth Fund")

The Trusts The Funds

State Street Research Income Trust State Street Research High Income
("Income Trust") Fund ("High Income Fund")
State Street Research Managed Assets
("Managed Assets")

State Street Research Master Investment State Street Research Investment Trust
Trust ("Master Investment Trust") ("Investment Trust")

State Street Research Money Market State Street Research Money Market
Trust ("Money Market Trust") Fund ("Money Market Fund")

State Street Research Securities Trust State Street Research Galileo Fund
("Securities Trust") ("Galileo Fund")
State Street Research Legacy Fund
("Legacy Fund")
State Street Research Strategic Income
Fund ("Strategic Income Fund")

State Street Research Tax-Exempt Trust State Street Research New York
("Tax-Exempt Trust") Tax-Free Fund ("New York
Tax-Free Fund")
State Street Research Tax-Exempt
Fund ("Tax-Exempt Fund")

Shareholders of record of each Fund at the close of business on February 8,
1999 (the "Record Date") are entitled to notice of, and to vote at, the Meeting
or any adjournments thereof. This Proxy Statement, Proxy form and accompanying
Notice of Special Meeting of Shareholders were first sent or given to
shareholders on or about February 24, 1999.

Although each Fund is participating separately in the Meeting, proxies are
being solicited through use of this combined Proxy Statement. With respect to
proposal 1 regarding the election of Trustees of a Trust, shareholders of each
Fund that is a series of the same Trust will vote together with each other Fund
that is a series of that Trust. All shares of a Fund, regardless of class
designation, are entitled to vote and will vote together on proposal 1.

Information on the total number of shares of each class of the Funds issued
and outstanding as of the Record Date is set forth in Appendix A. Each share is
entitled to one vote with a proportionate vote for each fractional share.

If the enclosed Proxy is properly executed and returned, or telephone votes
are received, in time, the shares represented thereby will be voted at the
Meeting in accordance with the shareholder's instructions. The Proxy grants
discretion to the persons named therein, as proxies, to take such further action
as they may determine appropriate in connection with any other matter which may
properly come before the Meet-

ing or any adjournments thereof. The Board of Trustees does not currently know
of any matter to be considered at the Meeting other than the matters set forth
in the Notice of Special Meeting of Shareholders.

For purposes of considering proposal 1 regarding the election of Trustees
of Financial Trust, Income Trust, Money Market Trust and Tax-Exempt Trust, a
majority of the aggregate number of shares of the Trust entitled to vote
constitutes a quorum of the Trust at the Meeting. For purposes of considering
proposal 1 regarding the election of Trustees of Capital Trust, Exchange Trust,
Growth Trust, Master Investment Trust and Securities Trust, 30% of the aggregate
number of shares of the Trust entitled to vote constitutes a quorum of the Trust
at the Meeting. The persons named as proxies may propose one or more
adjournments of such Meeting of the Trust without further notice to permit
further solicitation of Proxies, provided such persons determine that an
adjournment and additional solicitation are reasonable and in the interest of
shareholders, after consideration of all relevant factors, including the nature
of the relevant proposal, the percentage of votes then cast, the percentage of
negative votes then cast, the nature of the proposed solicitation activities and
the nature of the reasons for such further solicitation. Any such adjournment
with respect to proposal 1 will require the affirmative vote of a majority of
the aggregate number of shares of the Trust present at the Meeting in person or
by proxy.

A plurality of the aggregate number of shares of the Trust cast in person
or by proxy at the Meeting at which a quorum is present is required for the
election of each Trustee.

For purposes of determining the presence of a quorum for transacting
business at the Meeting and for determining whether sufficient votes have been
received for approval of any proposal to be acted upon at the Meeting,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have, or choose not to exercise,
discretionary power), may in the discretion of a Trust be treated as present at
the Meeting and entitled to vote on the matter, but which have not been voted.
For this reason, abstentions and broker non-votes could assist a Trust in
obtaining a quorum. When counted as present, abstentions and broker non-votes
will have no effect on the determination of plurality votes in connection with
proposal 1 regarding the election of Trustees.

A shareholder may vote:

o By telephone
-Through fully automated touch-tone voting
-Verbally, with a telephone representative

o By mail

o In person at the Meeting

There are two convenient methods to vote by using the telephone. (Please
note, however, that these two telephone methods of voting are not available to
shareholders whose shares are held by a broker or other intermediary on the
shareholder's behalf.) If telephone voting is available for a shareholder's
account, toll-free telephone numbers will be printed on the Proxy form. Prior to
calling, the shareholder should read the Proxy Statement and have his or her
Proxy form at hand.

First, a shareholder may use the automated touch-tone voting method by
calling the toll-free number for that method provided on the Proxy form. At the
prompt, the shareholder enters the control number provided on the Proxy form,
then follows the menu.

Second, a separate toll-free number is provided on the Proxy form for
shareholders who wish to speak to a telephone representative directly and give
verbal instructions. The telephone representative will assist the shareholder
with the voting process. Although a telephone representative will assist with
any questions, the answers to which are contained in the Proxy Statement, the
representative will not make recommendations on how to vote on any proposal.

A written confirmation of the shareholder's telephone instructions will be
mailed within 72 hours. The shareholder should immediately call 1-877-392-4944
toll-free between 9 A.M. and 6 P.M. Monday through Friday Boston time if no
confirmation is received or if the shareholder's instructions have not been
properly reflected.

Shareholders voting their Proxies by either telephone method should not
return their Proxy forms by mail.

By using the telephone to submit voting instructions, the shareholder is
authorizing First Data Investor Services Group, Inc. ("FDISG"), a proxy
solicitation firm, and its agents, to execute a proxy to vote the shareholder's
shares at the Meeting as the shareholder has indicated. Questions about the
proposal itself should be directed to the State Street Research Service Center
at 1-800-562-0032.

If a shareholder wishes to participate in the Meeting, but does not wish to
authorize the execution of a Proxy by telephone, the shareholder may still mail
the Proxy form included with this Proxy Statement or attend the Meeting in
person.

Any shareholder who has given a Proxy, by telephone or in written form, has
the right to revoke it at any time prior to its exercise by submitting a
subsequent telephone vote, or a written notice of revocation or a later-dated
Proxy, or by attending the Meeting and voting his or her shares in person.

The Trusts believe that the procedures for authorizing the execution of a
Proxy by telephone set forth above are reasonably designed to ensure that the
identity of the shareholder casting the vote is accurately determined and that
the voting instructions of the shareholder are accurately recorded. Telephone
calls will be recorded.

Employees of State Street Research & Management Company (the "Investment
Manager"), affiliates of the Investment Manager, or other representatives of a
Trust, such as FDISG, may also solicit Proxies by contacting shareholders by
telephone or in person.

The Trusts intend to use FDISG, and its agents, to assist with the mailing
and tabulation effort and any special, personal solicitation of Proxies. The
costs of retaining FDISG and its agents to perform such services, which are not
expected to exceed $25,000 per Fund, will be borne by the relevant Fund, in
addition to out-of-pocket expenditures for postage, printing and related items.
Each Fund will reimburse brokerage firms and others for their expenses in
forwarding solicitation material to the beneficial owners of shares of a Fund.

Upon request by a shareholder of a Fund to State Street Research Service
Center, One Financial Center, Boston, Massachusetts 02111 at 1-800-562-0032, the
annual report and most recent semiannual report succeeding the annual report, if
any, for the Fund will be furnished without charge to the requesting
shareholder. The distributor (the "Distributor") of each Fund is State Street
Research Investment Services, Inc., One Financial Center, Boston, Massachusetts
02111.

Information on the persons or entities who were the beneficial owners of 5%
or more of shares of each Fund as of December 31, 1998 is set forth in Appendix
B hereto.

The Investment Manager and the Distributor are indirect, wholly-owned
subsidiaries of Metropolitan Life Insurance Company ("Metropolitan").
Metropolitan and its affiliates have indicated that with respect to shares of a
Fund for which they have voting authority, they intend to vote for and against
the proposal in the same relative proportion as do the other shareholders of the
Fund who cast votes at the meeting.

ELECTION OF TRUSTEES

The shareholders of each Trust are being asked to elect the persons named
below to serve as Trustees of the Trust. All shares represented by valid proxies
will be voted in favor of the election of the nominees, unless authority to vote
therefor is withheld. The nominees named have agreed to serve as Trustees if
elected. If for any reason any of the nominees should not be available for
election as contemplated, the proxies hereby solicited may, unless otherwise
limited, be voted to elect such substitute nominees, if any, as may be
designated by the Board of Trustees of a Trust, subject to the applicable
provisions of the Investment Company Act of 1940, as amended (the "1940 Act").
Some of the nominees currently serve as Trustees and are being presented for
shareholder election for the first time. The other current Trustees were
previously elected by the shareholders and are not being voted upon at this
Meeting. This election will help assure continued compliance with 1940 Act
provisions regarding the election of Trustees. Background information on all of
the Trustees has been provided. Information on the beneficial ownership of
shares of the Funds by the nominees and Trustees is set forth in Appendix B to
this Proxy Statement.

CAPITAL TRUST
EXCHANGE TRUST
FINANCIAL TRUST
GROWTH TRUST
INCOME TRUST
SECURITIES TRUST MASTER INVESTMENT TRUST
TAX-EXEMPT TRUST MONEY MARKET TRUST
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Nominee Standing Nominee Standing
for Election by Position with for Election by Position with
Shareholders Trust Shareholders Trust
------------ ----- ------------ -----

Bruce R. Bond .............. (1) Bruce R. Bond ............... Trustee
Steve A. Garban ............ Trustee Susan M. Phillips ........... Trustee
Malcolm T. Hopkins ......... Trustee
Susan M. Phillips .......... (2)

Previously Elected by Previously Elected by
Shareholders and Not Position with Shareholders and Not Position with
Standing for Election Trust Standing for Election Trust
--------------------- ----- --------------------- -----

Edward M. Lamont ........... Trustee Steve A. Garban ............. Trustee
Robert A. Lawrence ......... Trustee Malcolm T. Hopkins .......... Trustee
Dean O. Morton ............. Trustee Edward M. Lamont ............ Trustee
Toby Rosenblatt ............ Trustee Robert A. Lawrence .......... Trustee
Michael S. Scott Morton..... Trustee Dean O. Morton .............. Trustee
*Ralph F. Verni ............ Trustee Toby Rosenblatt ............. Trustee
Chairman of the Michael S. Scott Morton...... Trustee
Board, Chief *Ralph F. Verni ............. Trustee
Executive Officer Chairman of the
and President Board, Chief
Executive Officer
and President

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* Individual who is deemed to be an "interested person" of the Trust under the
1940 Act because of his affiliation with the Fund's investment manager.

(1) Mr. Bond currently serves as a Trustee of the Growth Trust, Income Trust,
Master Investment Trust, Money Market Trust and Securities Trust. Mr. Bond
is being nominated for the first time to serve as a Trustee of the Capital
Trust, Exchange Trust, Financial Trust and Tax-Exempt Trust.

(2) Dr. Phillips currently serves as a Trustee of the Capital Trust, Exchange
Trust, Financial Trust, Master Investment Trust, Money Market Trust and
Tax-Exempt Trust. Dr. Phillips is being nominated for the first time to
serve as a Trustee of the Growth Trust, Income Trust and Securities Trust.

Information on all the nominees and current Trustees, in alphabetical
order, is set forth below.

Bruce R. Bond is Chairman of the Board, Chief Executive Officer and
President of PictureTel Corporation. He is 52. Mr. Bond's other principal
business affiliations include Director of WITCO Corporation, a specialty
chemical company, and Ceridian Corporation, a leading information services
company. During the past five years, he has also served as Chief Executive
Officer of ANS Communications (a communications networking company) and as
managing director of British Telecommunications PLC. Mr. Bond is also a Trustee
of six Trusts for which the Investment Manager serves as investment adviser. See
Appendix D.

Steve A. Garban is retired and was formerly Senior Vice President, Finance
and Operations and Treasurer, The Pennsylvania State University. He is 61. Mr.
Garban's other principal business affiliations include Director of Metropolitan
Series Fund, Inc. Mr. Garban is also a Trustee or Director of eleven investment
companies, including the Trusts, for which the Investment Manager serves as
investment adviser. See Appendix D.

Malcolm T. Hopkins is engaged primarily in private investments. Previously,
he was Vice Chairman of the Board and Chief Financial Officer, St. Regis Corp.
(forest and paper products). He is 70. Mr. Hopkins's other principal business
affiliations include Director of Metropolitan Series Fund, Inc., Columbia Energy
Group and U.S. Home Corporation. Mr. Hopkins is also a Trustee or Director of
eleven investment companies, including the Trusts, for which the Investment
Manager serves as investment adviser. See Appendix D.

Edward M. Lamont is engaged principally in private investments and civic
affairs, and is an author of business history. Previously, he was in banking
with an affiliate of J.P. Morgan & Co. in New York. He is 72. Mr. Lamont's other
principal business affiliations include Director of Sun Life Insurance and
Annuity Company of New York. Mr. Lamont is also a Trustee or Director of eleven
investment companies, including the Trusts, for which the Investment Manager
serves as investment adviser. See Appendix D. Mr. Lamont is expected to retire
as a Trustee or Director of these eleven investment companies as of April 1,
1999.

Robert A. Lawrence is retired and was formerly a Partner in Saltonstall &
Co., a private investment firm. He is 72. Mr. Lawrence's other principal
business affiliations

include Director of Metropolitan Series Fund, Inc., The Boston Globe, New York
Times Company and Fifty Associates (a real estate investment trust). Mr.
Lawrence is also a Trustee or Director of eleven investment companies, including
the Trusts, for which the Investment Manager serves as investment adviser. See
Appendix D. Mr. Lawrence is expected to retire as a Trustee or Director of these
eleven investment companies, and as a Director of the Metropolitan Series Fund,
Inc., as of April 1, 1999.

Dean O. Morton is retired and was formerly Executive Vice President, Chief
Operating Officer and Director, Hewlett-Packard Company. He is 66. Mr. Morton's
other principal business affiliations include Director of Metropolitan Series
Fund, Inc., Alza Corp. (a therapeutic systems developer), Raychem Corp. (a
materials science company), The Clorox Company (a consumer products company),
KLA-Tencor Corporation (a scientific instruments company), BEA Systems, Inc. (a
software company) and Centigram Communications Corporation (a communications
equipment company). Mr. Morton is also a Trustee or Director of eleven
investment companies, including the Trusts, for which the Investment Manager
serves as investment adviser. See Appendix D.

Susan M. Phillips is Dean of the School of Business and Public Management
at George Washington University and Professor of Finance. She is 54. Dr.
Phillips's other principal business affiliations include Director of Cantor
Fitzgerald Futures Exchange, Inc. and State Farm Life Insurance Company.
Previously, Dr. Phillips was a member of the Board of Governors of the Federal
Reserve System and Chairman and Commissioner of the Commodity Futures Trading
Commission. Dr. Phillips is also a Trustee of six Trusts for which the
Investment Manager serves as investment adviser. See Appendix D.

Toby Rosenblatt is President of The Glen Ellen Company, a private
investment company, and Vice President of Founders Investments Ltd. He is 60.
Mr. Rosenblatt's other principal business affiliations include Director of
Advanced Polymer Systems, Inc. (a specialty chemicals, drugs and cosmetics
company) and Pherin Corporation (proprietary compounds for human health). Mr.
Rosenblatt is also a Trustee or Director of eleven investment companies,
including the Trusts, for which the Investment Manager serves as investment
adviser. See Appendix D.

Michael S. Scott Morton is Jay W. Forrester Professor of Management at
Sloan School of Management, Massachusetts Institute of Technology. He is 61. Dr.
Scott Morton's other principal business affiliations include Director of
Metropolitan Series Fund, Inc., Merrill Corporation (a document management
company) and Sequent Computer Systems, Inc. (a computer manufacturer). Dr. Scott
Morton is also a Trustee or Director of eleven investment companies, including
the Trusts, for which the Investment Manager serves as investment adviser. See
Appendix D.

Ralph F. Verni's principal occupation is Chairman of the Board, President,
Chief Executive Officer and Director of the Investment Manager. He is 56. Mr.
Verni's other

principal business affiliations include Chairman of the Board and Director of
State Street Research Investment Services, Inc., member of the Advisory Board of
Commonwealth Capital Ventures, L.P.; Chairman of the Board and Director of SSR
Realty Advisors, Inc.; and President, Chief Executive Officer and Director of
SSRM Holdings, Inc. Mr. Verni is also a Trustee or Director of eleven investment
companies, including the Trusts, for which the Investment Manager serves as
investment adviser. See Appendix D.

A candidate elected as a Trustee will serve as such until any successor is
elected and qualified. A Trustee serves until he retires, resigns or is removed
as provided in the master trust agreement of the respective Trust (each, a
"Master Trust Agreement"). The Trust is not required to hold regularly scheduled
annual meetings for the election of Trustees. (See "No Annual Meetings of
Shareholders" below.)

The following persons are principal officers, but not Trustees, of the
indicated Trust:

Peter C. Bennett serves as Vice President of each Trust other than the
Money Market Trust and the Tax-Exempt Trust. He is 60. His principal occupation
is currently, and during the past five years has been, Executive Vice President
of the Investment Manager. Mr. Bennett is also a Director and Chief Investment
Officer-Equity of the Investment Manager. Mr. Bennett's other principal business
affiliations include Director, State Street Research Investment Services, Inc.
See Appendix D.

Jesus A. Cabrera has served as Vice President of the Capital Trust since
November 1996. He is 37. His principal occupation is Senior Vice President of
the Investment Manager. During the past five years he has also served as Vice
President of the Investment Manager and as Vice President at First Chicago
Investment Management Company.

Paul J. Clifford, Jr. has served as Vice President of the Tax-Exempt Trust
since November 1993. He is 36. His principal occupation is currently, and during
the past five years has been, Vice President of the Investment Manager.

Thomas J. Dillman has served as Vice President of the Securities Trust
since February 1998. He is 49. His principal occupation is Senior Vice President
of the Investment Manager. During the past five years he has also served as
research director at Bank of New York.

Bartlett R. Geer, serves as Vice President of the Income Trust and the
Securities Trust. He is 43. His principal occupation is currently, and during
the past five years has been, Senior Vice President of the Investment Manager.
Mr. Geer also serves as a Vice President of State Street Research Equity Trust
("Equity Trust"). See Appendix D.

Lawrence J. Haverty, Jr. has served as Vice President of the Capital Trust
since February 1998. He is 54. His principal occupation is currently, and during
the past five years has been, Senior Vice President of the Investment Manager.

Richard J. Jodka has served as Vice President of the Capital Trust since
February 1998. He is 55. His principal occupation is Senior Vice President of
the Investment Manager. During the past five years he has also served as a
portfolio manager at Frontier Capital Management and Putnam Investments.

John H. Kallis serves as Vice President of Financial Trust, Income Trust,
Money Market Trust, Securities Trust and Tax-Exempt Trust. He is 58. His
principal occupation is currently, and during the past five years has been,
Senior Vice President of the Investment Manager. See Appendix D.

Dyann H. Keissling has served as Vice President of the Money Market Trust
since August 1997. She is 35. Her principal occupation is Vice President of the
Investment Manager. During the past five years she has also served as a fixed
income trader for the Investment Manager.

Rudolph K. Kluiber has served as Vice President of the Capital Trust since
November 1994. He is 39. His principal occupation currently is Senior Vice
President of the Investment Manager. During the past five years he has also
served as a Vice President of the Investment Manager.

Gerard P. Maus serves as Treasurer of each Trust. He is 47. His principal
occupation is Executive Vice President, Treasurer, Chief Financial Officer,
Chief Administrative Officer, and Director of the Investment Manager. Mr. Maus's
other principal business affiliations include Executive Vice President, Chief
Financial Officer, Chief Administrative Officer, Treasurer and Director of State
Street Research Investment Services, Inc.; Treasurer and Chief Financial Officer
of SSRM Holdings, Inc.; and Director of SSR Realty Advisors, Inc. See Appendix
D.

Francis J. McNamara, III serves as Secretary and General Counsel of each
Trust. He is 43. His principal occupation is Executive Vice President, General
Counsel and Secretary of the Investment Manager. During the past five years he
has also served as Senior Vice President of the Investment Manager and as Senior
Vice President and General Counsel of The Boston Company Inc., Boston Safe
Deposit and Trust Company and The Boston Company Advisors, Inc. Mr. McNamara's
other principal business affiliations include Executive Vice President, General
Counsel and Clerk of State Street Research Investment Services, Inc.; and
Secretary and General Counsel of SSRM Holdings, Inc. See Appendix D.

Kim M. Peters has served as Vice President of the Securities Trust since
January 1994. He is 46. His principal occupation is Senior Vice President of the
Investment Manager. During the past five years he has also served as Vice
President of the Investment Manager.

E.K. Easton Ragsdale, Jr. has served as Vice President of the Financial
Trust since August 1998. He is 47. His principal occupation is Senior Vice
President of the

Investment Manager. During the past five years he has also served as Vice
President of the Investment Manager and as Senior Vice President and Chief
Quantitative Analyst for Kidder Peabody & Co.

Scott Richards has served as Vice President of the Securities Trust since
February 1999. He is 39. His principal occupation is currently, and during the
past five years has been, Vice President of the Investment Manager.

Thomas A. Shively serves as Vice President of Financial Trust, Income
Trust, Money Market Trust, Securities Trust and Tax-Exempt Trust. He is 44. His
principal occupation is currently, and during the past five years has been,
Executive Vice President of the Investment Manager. Mr. Shively is also a
Director and Chief Investment Officer-Fixed Income of the Investment Manager.
Mr. Shively's other principal business affiliations include Director of State
Street Research Investment Services, Inc. See Appendix D.

Dudley F. Wade has served as Vice President of the Growth Trust since 1968
and the Master Investment Trust since 1972. He is 80. His principal occupation
is currently, and during the past five years has been, Senior Vice President of
the Investment Manager.

James M. Weiss serves as Vice President of each Trust other than the Money
Market Trust and the Tax-Exempt Trust. He is 52. His principal occupation is
Executive Vice President of the Investment Manager. During the past five years
he has also served as Senior Vice President of the Investment Manager and as
President and Chief Investment Officer of IDS Equity Advisors. See Appendix D.

Elizabeth M. Westvold has served as Vice President of the Securities Trust
since August 1996. She is 38. Her principal occupation is Senior Vice President
of the Investment Manager. During the past five years she has also served as
Vice President and as an analyst for the Investment Manager.

John T. Wilson has served as Vice President of the Master Investment Trust
since August 1996. He is 35. His principal occupation is Senior Vice President
of the Investment Manager. Mr. Wilson has also served as a Vice President of the
Equity Trust since 1996. During the past five years he has also served as a Vice
President of the Investment Manager, as an analyst and portfolio manager at
Phoenix Home Life Mutual Insurance Company and as a Vice President of Phoenix
Investment Counsel Inc.

Kennard P. Woodworth, Jr. serves as Vice President of Exchange Trust,
Growth Trust and Securities Trust. He is 60. His principal occupation is
currently, and during the past five years has been, Senior Vice President of the
Investment Manager. See Appendix D.

These officers are deemed to be "interested persons" of the Fund under the
1940 Act inasmuch as they are affiliated with the Investment Manager as noted.

For information on the ownership of Fund shares by the Trustees and
officers, see Appendix B.

Board Meetings and Committees

During the most recently completed fiscal year of each Trust, the
respective Board of Trustees held a total of four meetings.

The Audit Committee of each Board of Trustees held two meetings during the
most recently completed fiscal year. The present members of the Audit Committee
are Messrs. Garban, Morton and Scott Morton. The duties of this Committee
include meeting with representatives of the Trust's independent public
accountants both to review the range of the accountants' activities and to
discuss the Trust's system of internal controls. Thereafter, the Committee
reports to the Board on the Committee's findings and recommendations concerning
internal accounting matters as well as its recommendation for retention or
dismissal of the auditing firm.

The Governance Committee of each Board of Trustees held four meetings in
1998. The present members of the Governance Committee of each Board of Trustees
are Messrs. Garban, Morton, Rosenblatt and Scott Morton. The duties of this
Committee include consideration of recommendations on nominations for Trustees,
review of the composition of the Board, and recommendations respecting
attendance, frequency of meetings, compensation and similar matters. The
Governance Committee will consider nominees recommended by shareholders;
shareholders may submit recommendations to the attention of the Secretary of the
Trust, One Financial Center, 30th Floor, Boston, Massachusetts 02111.

Remuneration of Principal Officers and Trustees

The executive officers of the Trust and those of its Trustees who are
officers of the Investment Manager receive no direct remuneration from the
Trust. Such executive officers and Trustees receive remuneration from the
Investment Manager. Trustees who are not officers of the Investment Manager are
compensated for attendance at each meeting of the Board of Trustees and
committees of the Board and reimbursed for reasonable expenses incurred in
connection therewith, and are paid an annual retainer.

Information on the compensation of the current Trustees (except Mr. Verni,
who receives no compensation from the Funds) is set forth as Appendix C hereto.

Required Vote

A plurality of the aggregate number of shares of the Trust cast in person
or by proxy at the Meeting, provided a quorum is represented, is required for
the election of a Trustee.

OTHER MATTERS TO COME BEFORE THE MEETING

The Trustees of each Trust do not intend to present any other business at
the Meeting, nor are they aware that any shareholder intends to do so. If
however, any

other matters are properly brought before the Meeting, the persons named in the
accompanying proxy will vote thereon in accordance with their judgment.

NO ANNUAL MEETINGS OF SHAREHOLDERS

There will be no annual or further special meetings of shareholders of a
Trust unless required by applicable law or called by the Trustees in their
discretion. In accordance with the 1940 Act, or under applicable Master Trust
Agreement of the Trust, any Trustee may be removed (i) by a written instrument,
signed by at least two thirds of the number of Trustees in office immediately
prior to such removal, specifying the date upon which such removal shall become
effective; or (ii) by a vote of shareholders holding not less than two thirds of
the shares of the Trust then outstanding, cast in person or by proxy at a
meeting called for the purpose. Shareholders holding 10% or more of the shares
of the Trust then outstanding can require that the Trustees call a meeting of
shareholders for the purpose of voting on the removal of one or more Trustees.
In addition, if ten or more shareholders who have been such for at least six
months and who hold in the aggregate shares with a net asset value of at least
$25,000 or at least 1% of the outstanding Trust shares, inform the Trustees that
they wish to communicate with other shareholders, the Trustees will either give
such shareholders access to the shareholder list or inform them of the cost
involved if the Trust forwards material to shareholders on their behalf. If the
Trustees object to mailing such materials, they must inform the Securities and
Exchange Commission and thereafter comply with the requirements of the 1940 Act.

Shareholders wishing to submit proposals for inclusion in a proxy statement
for a subsequent shareholder meeting should send their written proposals to the
Secretary of the Trust, One Financial Center, Boston, Massachusetts 02111.
Shareholder proposals should be received in a reasonable time before the
solicitation is made.

WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE FILL IN, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS NECESSARY IF IT IS MAILED IN THE UNITED STATES. CERTAIN SHAREHOLDERS
MAY ALSO VOTE BY TELEPHONE; PLEASE SEE PAGES 4 AND 5 FOR DETAILS.

February 9, 1999
Date of Proxy Statement

APPENDIX A

As of February 8, 1999, the total number of shares of each class of the
Funds that were issued and outstanding was as follows:

Trust/Fund Class A Class B Class B(1) Class C Class S Other
---------- ------- ------- ---------- ------- ------- -----

Capital Trust
Aurora Fund 7,844,908 13,392,319 164,529 4,134,043 95,038
Capital Fund 27,652,738 31,568,055 145,211 8,222,264 4,316,970
Emerging Growth Fund 3,318,933 5,240,883 98,713 758,818 583,052
Exchange Trust
Exchange Fund -- -- -- -- -- 1,818,880(a)
Financial Trust
Government Income Fund 40,540,815 10,054,936 272,241 2,282,947 1,549,611
Strategic Portfolios:
Aggressive -- -- -- -- 5,515,272
Strategic Portfolios:
Moderate -- -- -- -- 4,297,073
Strategic Portfolios:
Conservative -- -- -- -- 3,512,083
IntelliQuant Portfolios:
Small-Cap Value 53,038 53,038 53,038 53,038 318,149
Growth Trust
Growth Fund 2,457,138 5,146,173 137,358 569,611 19,048,151
Income Trust
High Income Fund 115,520,114 61,097,665 829,358 7,201,614 8,499,725
Managed Assets 30,245,124 36,188,075 363,396 2,109,499 1,447,274
Master Investment Trust
Investment Trust 47,604,417 77,573,666 1,592,685 4,709,324 82,394,559
Money Market Trust
Money Market Fund -- 26,318,192 580,469 3,115,945 16,357,344 331,893,621(b)
483,469(c)
Securities Trust
Galileo Fund 1,357,944 1,690,259 75,104 257,344 493,394
Legacy Fund 2,872,971 5,480,315 347,366 1,426,939 368,881
Strategic Income Fund 6,315,819 6,665,774 188,562 2,228,533 1,694,039
Tax-Exempt Trust
New York Tax-Free Fund 2,539,701 2,219,601 80,885 131,703 3,431,050
Tax-Exempt Fund 24,614,845 7,273,817 145,759 458,227 1,412,095

- -----------------
(a) The shares of the Exchange Fund do not have any share class designations.
(b) Money Market Fund Class E shares.
(c) Money Market Fund Class T shares.

APPENDIX B

Listed below are the persons or entities who were the beneficial owners of
5% or more of the shares of each Fund, where applicable, as of December 31,
1998. As of the same date, no Trustee or principal officer owned individually
more than 1% of any Fund for which they served as a Trustee or officer.
Similarly, the Trustees and officers as a group did not own 1% or more of any
such Fund.

Name and Address of Amount and Nature of % of
Name of Trust/Fund Beneficial Owner Beneficial Ownership Fund
- ------------------ ---------------- -------------------- ----

Financial Trust
Strategic Portfolios:
Aggressive Metropolitan Life Insurance Company(1) 3,329,462 shares 59.9
Strategic Portfolios:
Moderate Metropolitan Life Insurance Company 1,908,637 shares 43.9
State Street Bank Trustee for 618,418 shares 14.2
The B.G. Evangelistic Assoc.
1994 Pension Plan
c/o State Street Research Service
Center, One Financial Center,
Boston, MA 02111
Strategic Portfolios:
Conservative Metropolitan Life Insurance Company 2,552,580 shares 72.0
IntelliQuant Portfolios:
Small-Cap Value Metropolitan Life Insurance Company 581,452 shares 100.0
Money Market Trust
Money Market Fund Metropolitan Life Insurance Company(2) 41,936,675 shares 11.3
Securities Trust
Galileo Fund Metropolitan Life Insurance Company 575,916 shares 15.2
Strategic Income Fund Metropolitan Life Insurance Company 4,113,014 shares 24.6

- -----------------
(1) The address of Metropolitan Life Insurance Company is One Madison Avenue,
New York, NY 10010
(2) Metropolitan Life Insurance Company, a New York corporation, was the record
or beneficial owner, directly or indirectly through its subsidiaries or
affiliates, of such shares.

APPENDIX C
AGGREGATE COMPENSATION FROM
EACH FUND

Name of Trustee/Nominee
-----------------------
Bruce R. Steven A. Malcolm T. Edward M.
Name of Trust/Fund Bond Garban Hopkins Lamont
- ------------------ ---- ------ ------- ------

Capital Trust
Aurora Fund(1) -- $ 4,300 $ 4,000 $ 3,700
Capital Fund(1) -- $ 4,300 $ 4,000 $ 3,700
Emerging Growth Fund(1) -- $ 2,200 $ 1,900 $ 1,800
Exchange Trust
Exchange Fund(2) -- $ 4,500 $ 4,000 $ 3,700
Financial Trust
Government Income Fund(3) -- $ 4,300 $ 4,000 $ 3,700
Strategic Portfolios: Aggressive(3) -- $ 2,400 $ 1,900 $ 1,800
Strategic Portfolios: Moderate(3) -- $ 2,400 $ 1,900 $ 1,800
Strategic Portfolios: Conservative(3) -- $ 2,400 $ 1,900 $ 1,800
IntelliQuant Portfolios: Small-Cap
Value(7) -- $ 700 $ 500 $ 500
Growth Trust
Growth Fund(2) -- $ 4,500 $ 4,000 $ 3,700
Income Trust
High Income Fund(4) -- $ 3,800 $ 4,000 $ 3,700
Managed Assets(4) -- $ 3,800 $ 4,000 $ 3,700
Master Investment Trust
Investment Trust(2) -- $ 4,500 $ 4,000 $ 3,700
Money Market Trust
Money Market Fund(4) -- -- -- $ 3,700
Securities Trust
Galileo Fund(5) -- $ 2,000 $ 1,800 $ 1,800
Legacy Fund(5) -- $ 2,100 $ 1,900 $ 1,900
Strategic Income Fund(5) -- $ 1,900 $ 1,900 $ 1,800
Tax-Exempt Trust
New York Tax-Free Fund(2) -- $ 2,400 $ 1,900 $ 1,800
Tax-Exempt Fund(2) -- $ 4,500 $ 4,000 $ 3,700
Total Compensation from Funds and
Fund Complex Paid to Trustees(6) -- $110,300 $97,200 $66,000

- -----------------
(1) For the Fund's fiscal year ended September 30, 1998.

(2) For the Fund's fiscal year ended December 31, 1998.

(3) For the Fund's fiscal year ended October 31, 1998.

(4) For the Fund's fiscal year ended March 31, 1998.

APPENDIX C, continued

Name of Trustee/Nominee
-----------------------
Robert A. Dean O. Susan M. Toby Michael S.
Lawrence Morton Phillips Rosenblatt Scott Morton
-------- ------ -------- ---------- ------------

$ 4,000 $ 4,500 $ 233 $ 4,300 $ 4,700
$ 4,000 $ 4,500 $ 235 $ 3,900 $ 4,700
$ 1,900 $ 2,400 $ 125 $ 2,000 $ 2,600
$ 4,000 $ 4,600 $ 1,235 $ 4,000 $ 4,800
$ 4,000 $ 4,500 $ 235 $ 3,900 $ 4,700
$ 1,900 $ 2,500 $ 225 $ 2,100 $ 2,700
$ 1,900 $ 2,500 $ 225 $ 2,100 $ 2,700
$ 1,900 $ 2,500 $ 225 $ 2,100 $ 2,700
$ 500 $ 700 $ 500 $ 600 $ 900
$ 4,000 $ 4,600 -- $ 4,000 $ 4,800
$ 4,100 $ 4,300 -- $ 4,100 $ 4,600
$ 4,100 $ 4,300 -- $ 4,100 $ 4,600
$ 4,000 $ 4,600 $ 1,235 $ 4,000 $ 4,800
$ 4,100 $ 4,300 -- $ 4,100 $ 4,600
$ 1,800 $ 2,200 -- $ 1,800 $ 2,400
$ 1,900 $ 2,300 -- $ 1,900 $ 2,500
$ 1,900 $ 2,200 -- $ 2,000 $ 2,400
$ 1,900 $ 2,500 $ 600 $ 2,100 $ 2,700
$ 4,000 $ 4,600 $ 1,235 $ 4,000 $ 4,800
$96,700 $110,700 $12,145 $72,600 $115,500

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

(5) For the Fund's fiscal year ended April 30, 1998.

(6) 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 Funds and Fund Complex Paid to
Trustees" is for the 12 months ended December 31, 1998. The Funds do not
provide any pension or retirement benefits for the Trustees.

(7) Estimated for its initial fiscal year ending February 28, 1999.

APPENDIX D

Year First Elected
------------------
Name/Positions Capital Equity Exchange Financial Growth Income
with Investment Companies Trust Trust Trust Trust Trust Trust
- ------------------------- ----- ----- ----- ----- ----- -----

Trustees/Directors
- ------------------
Bruce R. Bond 1999 1999 1999
Steve A. Garban 1997 1997 1997 1997 1997 1997
Malcolm T. Hopkins 1997 1997 1997 1997 1997 1997
Edward M. Lamont 1995 1987 1994 1987 1992 1987
Robert A. Lawrence 1993(3) 1986 1984(1) 1987 1986(1) 1986
Dean O. Morton 1985(1) 1986 1984(1) 1987 1984(1) 1986
Susan M. Phillips 1998 1998 1998
Toby Rosenblatt 1995 1993 1994 1993 1992 1993
Michael S. Scott Morton 1987 1987 1989 1987 1989 1987
Ralph F. Verni 1992 1992 1992 1992 1992 1992

Principal Officers
- ------------------
Peter C. Bennett 1993 1990 1989 1996 1989 1997
Jesus A. Cabrera 1996
Paul J. Clifford, Jr.
Thomas J. Dillman
Bartlett R. Geer 1992 1987
Lawrence J. Haverty, Jr. 1998
Richard J. Jodka 1998
John H. Kallis 1987 1987
Dyann H. Keissling
Rudolph K. Kluiber 1994
Gerard P. Maus 1993 1993 1993 1993 1993 1993
Francis J. McNamara, III 1995 1995 1995 1995 1995 1995
Kim M. Peters
E.K. Easton Ragsdale, Jr. 1998
Scott Richards
Thomas A. Shively 1993 1994(4)
Dudley F. Wade 1968(1)
James M. Weiss 1996 1996 1997 1998 1997 1998
Elizabeth M. Westvold
John T. Wilson 1996
Kennard P. Woodworth, Jr. 1993 1997(5)

- -----------------
(1) Year elected as Director or officer of predecessor corporation.

(2) Mr. Lamont also served as Director of Master Investment Trust's predecessor
corporation from 1965 to 1971.

(3) Mr. Lawrence also served as Director of Capital Trust's predecessor
corporation from 1979 to 1985.

(4) Mr. Shively also served as a Vice President of Income Trust during 1987.

(5) Mr. Woodworth also served as a Vice President of Growth Trust from 1993 to
1996.

APPENDIX D, continued

Year First Elected
------------------
Tax- Master Money State Street
Securities Exempt Investment Market Research
Trust Trust Trust Trust Portfolios, Inc.
----- ----- ----- ----- ----------------

1999 1999 1999
1997 1997 1997 1998 1992
1997 1997 1997 1998 1992
1994 1987 1982(2) 1987 1997
1994 1986 1986(1) 1986 1993
1994 1986 1974(1) 1986 1993
1998 1998 1998
1994 1993 1990 1993 1997
1994 1987 1989 1987 1993
1994 1992 1992 1992 1997

1997 1989 1997

1993
1998
1996

1994 1994 1994
1997

1994 1993 1993 1993 1997
1995 1995 1995 1995 1997
1994

1999
1994 1994 1991
1972(1)
1997 1996 1997
1996
1996
1997

SSR-468F-199

FOR FASTER, MORE CONVENIENT VOTING
USE THE PHONE

Vote this proxy card TODAY! Your prompt response
will save your fund the expense of additional mailings.

Option 1: Automated Touch Tone Voting: Call toll-free 1-888-221-0697

Option 2: Telephone Rep. Assisted Voting: Call toll-free 1-877-392-4944

Special Meeting of Shareholders-
April 6, 1999

*** CONTROL NUMBER: ***
[Down arrow] Please detach at perforation before mailing [Down arrow]

STATE STREET RESEARCH_______ TRUST: STATE STREET RESEARCH __________ FUND

The undersigned hereby appoints Ralph F. Verni, Francis J. McNamara, III and
Darman A. Wing, and each of them, as proxies with full power of substitution to
act for and vote on behalf of the undersigned all shares of the above fund,
which the undersigned would be entitled to vote if personally present at the
Special Meeting of Shareholders to be held at the principal offices of the fund,
One Financial Center, 31st Floor, Boston, Massachusetts 02111, at 4 p.m. on
April 6, 1999, or at any adjournments thereof, on the items described on the
other side of this form, as set forth in the Notice of Special Meeting of
Shareholders and the accompanying Proxy Statement dated February 9, 1999,
receipt of which is acknowledged by the undersigned. PLEASE INDICATE ANY CHANGE
OF ADDRESS BELOW. This proxy may be revoked at any time prior to the exercise of
the powers conferred thereby. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES.

IF NOT VOTING BY PHONE, IT IS IMPORTANT
THAT THIS PROXY BE SIGNED AND RETURNED
IN THE ENCLOSED ENVELOPE.

DATE: _____________, 1999

NOTE: Please date and sign exactly as name or names appear hereon and return in
the enclosed envelope, which requires no postage. When signing as attorney,
executor, trustee, guardian or officer of a corporation, please give title as
such.

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

- --------------------------------------------------------------------------------
Signature(s) if held jointly (Title(s), if required)

CONTINUED ON REVERSE SIDE

- --------------------------------------------------------------------------------
PLEASE DETACH AND RETURN BOTTOM PORTION IN THE ENCLOSED ENVELOPE
- --------------------------------------------------------------------------------

Please vote by filling in the box below.

If a choice is specified for the proposal, this proxy will be voted as
indicated. IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
In their discretion the proxies are authorized to vote upon such other business
as may properly come before the Meeting. The Board of Trustees recommends a vote
FOR the proposal.

1. Election of Trustees. FOR all WITHHOLD
nominees listed authority
Nominees: (01) Bruce R. Bond, (02) Steve A. Garban, (except as noted in to vote for all
(03) Malcolm T. Hopkins, (04) Susan M. Phillips space provided) nominees listed
[ ] [ ]

To withhold authority to vote for any individual nominee, write that nominee's
name in the following space.

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

I PLAN TO ATTEND THE MEETING: YES NO
[ ] [ ]

PLEASE SIGN ON REVERSE SIDE

FOR FASTER, MORE CONVENIENT VOTING
USE THE PHONE

Vote this proxy card TODAY! Your prompt response
will save your fund the expense of additional mailings.

Option 1: Automated Touch Tone Voting: Call toll-free 1-888-221-0697

Option 2: Telephone Rep. Assisted Voting: Call toll-free 1-877-392-4944

Special Meeting of Shareholders-
April 6, 1999

*** CONTROL NUMBER: ***
[Down arrow] Please detach at perforation before mailing [Down arrow]

STATE STREET RESEARCH_______ TRUST: STATE STREET RESEARCH __________ FUND

IF NOT VOTING BY PHONE, IT IS IMPORTANT
THAT THIS PROXY BE SIGNED AND RETURNED
IN THE ENCLOSED ENVELOPE.

DATE: _____________, 1999

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

- --------------------------------------------------------------------------------
Signature(s) if held jointly (Title(s), if required)

CONTINUED ON REVERSE SIDE

Please vote by filling in the box below.

1. Election of Trustees. FOR all WITHHOLD
nominees listed authority
Nominees: (02) Bruce R. Bond, (04) Susan M. Phillips (except as noted in to vote for all
space provided) nominees listed
[ ] [ ]

To withhold authority to vote for any individual nominee, write that nominee's
name in the following space.

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

I PLAN TO ATTEND THE MEETING: YES NO
[ ] [ ]

PLEASE SIGN ON REVERSE SIDE