-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EWjAQ7NXxl9NkAixJqQNvc7ukO32LLhWEeyzw/sZj08PQdMKeWQS5+KAV31rt5Iw 1tiiSRMDRdWf97BymZHXDg== 0000912057-02-001032.txt : 20020413 0000912057-02-001032.hdr.sgml : 20020413 ACCESSION NUMBER: 0000912057-02-001032 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020111 EFFECTIVENESS DATE: 20020111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STATE STREET RESEARCH GROWTH TRUST CENTRAL INDEX KEY: 0000034918 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 046013177 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-55024 FILM NUMBER: 2507363 BUSINESS ADDRESS: STREET 1: ONE FINANCIAL CTR CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 6173571340 MAIL ADDRESS: STREET 1: STATE STREET RESEARCH GROWTH TRUST STREET 2: ONE FINANCIAL CENTER CITY: BOSTON STATE: MA ZIP: 02111 FORMER COMPANY: FORMER CONFORMED NAME: FEDERAL STREET FUND INC DATE OF NAME CHANGE: 19830503 FORMER COMPANY: FORMER CONFORMED NAME: STATE STREET GROWTH FUND INC DATE OF NAME CHANGE: 19890827 FORMER COMPANY: FORMER CONFORMED NAME: STATE STREET GROWTH TRUST DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STATE STREET RESEARCH GROWTH TRUST CENTRAL INDEX KEY: 0000034918 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 046013177 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-00985 FILM NUMBER: 2507364 BUSINESS ADDRESS: STREET 1: ONE FINANCIAL CTR CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 6173571340 MAIL ADDRESS: STREET 1: STATE STREET RESEARCH GROWTH TRUST STREET 2: ONE FINANCIAL CENTER CITY: BOSTON STATE: MA ZIP: 02111 FORMER COMPANY: FORMER CONFORMED NAME: FEDERAL STREET FUND INC DATE OF NAME CHANGE: 19830503 FORMER COMPANY: FORMER CONFORMED NAME: STATE STREET GROWTH FUND INC DATE OF NAME CHANGE: 19890827 FORMER COMPANY: FORMER CONFORMED NAME: STATE STREET GROWTH TRUST DATE OF NAME CHANGE: 19920703 485BPOS 1 a2067616z485bpos.txt 485BPOS OMB Number 3235-0307 Expires 04/30/03 Estimated average burden hours per response 248.25 As filed with the Securities and Exchange Commission on January 11, 2002 - ------------------------------------------------------------------------------- Securities Act of 1933 Registration No. 33-55024 Investment Company Act of 1940 File No. 811-985 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. ___ [ ] Post-Effective Amendment No. 31 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 48 [X] STATE STREET RESEARCH GROWTH TRUST (Exact Name of Registrant as Specified in Charter) One Financial Center, Boston, Massachusetts 02111 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (617) 357-1200 Francis J. McNamara, III Executive Vice President, Secretary & General Counsel State Street Research & Management Company One Financial Center Boston, Massachusetts 02111 (Name and Address of Agent for Service) Gregory D. Sheehan, Esq. Ropes & Gray One International Place Boston, Massachusetts 02110 It is proposed that this filing will become effective under Rule 485: [ ] Immediately upon filing pursuant to paragraph (b). [X] On February 10, 2002 pursuant to paragraph (b). [ ] 60 days after filing pursuant to paragraph (a)(1). [ ] On ________ pursuant to paragraph (a)(1). [ ] 75 days after filing pursuant to paragraph (a)(2). [ ] On ________________ Pursuant to paragraph (a)(2). If appropriate, check the following box: [X] This post-effective amendment designates a new effective date for a previously filed post-effective amendment. The following is incorporated by reference herein from Post-Effective Amendment No. 11 to the Registration Statement on Form N-1A of State Street Research Growth Trust (the "Registrant"): Part A: The Prospectus for the State Street Research Asset Fund series of the Registrant and Part B: The Statement of Additional Information for the State Street Research Asset Fund series of the Registrant. The Prospectus and Statement of Additional Information for the State Street Research Large-Cap Growth Fund series of the Registrant are included in Post-Effective Amendment No. 18 filed on February 28, 2001. The Prospectus and Statement of Additional Information for the State Street Research Concentrated International Fund series of the Registrant are included in Post-Effective Amendment No. 27 filed on September 27, 2001. STATE STREET RESEARCH GROWTH TRUST PART C OTHER INFORMATION Item 23. Exhibits (1)(a) First Amended and Restated Master Trust Agreement and Amendment No. 1 to First Amended and Restated Master Trust Agreement (5) (1)(b) Amendment No. 2 to First Amended and Restated Master Trust Agreement (9) (1)(c) Amendment No. 3 to First Amended and Restated Master Trust Agreement (11) (1)(d) Form of Amendment No. __ to First Amended and Restated Master Trust Agreement (11) (1)(e) Amendment No. 4 to First Amended and Restated Master Trust Agreement (13) (2)(a) By-Laws (1)** (2)(b) Amendment No. 1 to By-Laws effective September 30, 1992 (3)** (2)(c) Form of Amendment No. 2 to By-Laws (9) (5)(a) First Amended and Restated Investment Advisory Contract (6) (5)(b) Form of Advisory Agreement with respect to State Street Research Concentrated International Fund and State Street Research Technology Fund(9) (5)(c) Form of Advisory Agreement with respect to State Street Research Asset Fund (to be filed by amendment) (6)(a) Distribution Agreement with State Street Research Investment Services, Inc. (4)** (6)(b) Form of Selected Dealer Agreement, as supplemented (6) (6)(c) Form of Bank and Bank Affiliated Broker-Dealer Agreement (7) (6)(d) Form of Letter Agreement relating to Distribution Agreement with respect to State Street Research Concentrated International Fund and State Street Research Technology Fund (9) (6)(e) Form of Letter Agreement relating to expenses with respect to State Street Research Concentrated International Fund and State Street Research Technology Fund (9) (6)(f) Form of Letter Agreement relating to Distribution Agreement with respect to State Street Research Asset Fund (11) (6)(g) Form of Letter Agreement relating to expenses with respect to State Street Research Asset Fund (11) C-1 (8)(a) Custodian Contract (2)** (8)(b) Amendment to Custodian Contract dated 11/2/95 (8) (8)(c) Deleted. (8)(d) Deleted. (8)(e) Deleted. (8)(f) Deleted. (8)(g) Data Access Services Addendum to Custodian Contract (8) (8)(h) Form of Letter Agreement relating to Custodian Contract with respect to State Street Research Concentrated International Fund and State Street Research Technology Fund (9) (8)(i) Form of Letter Agreement relating to Custodian Contract with respect to State Street Research Asset Fund (11) (8)(j) Amendment dated November 17, 2000 to Custodian Contract (13) (10)(a) Consent, and Opinion of counsel on legality of shares being issued with respect to State Street Growth Fund (3)** (10)(b) Legal Opinion and Consent with respect to State Street Research Concentrated International Fund and State Street Research Technology Fund (10) (10)(c) Legal Opinion and Consent with respect to State Street Research Asset Fund (to be filed by amendment) (11)(a) Consent of PricewaterhouseCoopers LLP with respect to State Street Research Concentrated International Fund and State Street Research Technology Fund (9) (11)(b) Consent of PricewaterhouseCoopers LLP with respect to State Street Research Large-Cap Growth Fund (13) (11)(c) Consent of PricewaterhouseCoopers LLP with respect to State Street Research Asset Fund (to be filed by amendment) (12)(a) Form of Subscription and Investment Letter with respect to State Street Research Concentrated International Fund and State Street Research Technology Fund (9) (12)(b) Form of Subscription and Investment Letter with respect to State Street Research Asset Fund (11) (14)(a) Deleted. (14)(b) Deleted. (15)(a) Plan of Distribution Pursuant to Rule 12b-1 (4)** (15)(b) Form of Rule 12b-1 Plan for Class B(1) shares relating to State Street Research Growth Fund (8) (15)(c) Form of Rule 12b-1 Plan dated___________ relating to State Street Research Concentrated International Fund and State Street Research Technology Fund (9) (15)(d) Form of Letter Agreement relating to Rule 12b-1 Plan dated___________ with respect to State Street Research Asset Fund (to be filed by amendment) (16) Deleted. (17)(a) First Amended and Restated Multiple Class Expense Allocation Plan (6) (17)(b) Addendum to First Amended and Restated Multiple Class Expense Allocation Plan Adopted Pursuant to Rule 18f-3 (8) (17)(c) Code of Ethics (revised March 1, 2000) (9) (18)(a) Powers of Attorney (7) (18)(b) Certificate of Board Resolution Respecting Powers of Attorney (7) (18)(c) Powers of Attorney for Bruce R. Bond and Susan M. Phillips (9) (18)(d) Power of Attorney for Douglas A. Romich (14) (18)(e) Power of Attorney for Richard S. Davis (12) (19)(a) New Account Application (8) (19)(b) Additional Services Application (8) (19)(c) Deleted. (27) Deleted. C-2 **Restated in electronic format in Post-Effective Amendment No. 6 filed February 27, 1998 - ------------------------- Filed as part of the Registration Statement as noted below and incorporated herein by reference:
Footnote Reference Registration/Amendment Date Filed 1 Amendment No. 11 to April 26, 1989 Registration Statement under Investment Company Act of 1940 2 Amendment No. 14 to April 30, 1991 Registration Statement under Investment Company Act of 1940 3 Registration Statement November 25, 1992 under Securities Act of 1933 4 Post-Effective Amendment March 19, 1993 No. 1 5 Post-Effective Amendment April 26, 1996 No. 4 6 Post-Effective Amendment April 28, 1997 No. 5 7 Post-Effective Amendment February 27, 1998 No. 6 8 Post-Effective Amendment March 3, 1999 No. 7 9 Post-Effective Amendment March 17, 2000 No. 8 10 Post-Effective Amendment May 31, 2000 No. 10 11 Post-Effective Amendment July 7, 2000 No. 11 12 Post-Effective Amendment November 16, 2000 No. 14 13 Post-Effective Amendment February 28, 2001 No. 18 14 Post-Effective Amendment May 4, 2001 No. 21
C-3 Item 24. Persons Controlled by or under Common Control with Registrant As of August 31, 2001, Metropolitan Life Insurance Company ("Metropolitan Life") was the beneficial owner of a greater than 25% interest of the outstanding shares of the following series of the Registrant: Series - ------ State Street Research Concentrated International Fund Metropolitan Life may be deemed to be in control of such Fund as "control" is defined in the 1940 Act. Metropolitan Life Insurance Company is the indirect parent company of State Street Research & Management Company, the Investment Manager to the Fund. State Street Research & Management Company (a Delaware corporation) is a wholly-owned subsidiary of SSRM Holdings, Inc. (a Delaware corporation), which is in turn a wholly-owned subsidiary of Metropolitan Tower Corp. (a Delaware corporation), which is in turn a wholly-owned subsidiary of Metropolitan Life Insurance Company (a New York stock life insurance company), which is in turn a wholly-owned subsidiary of MetLife, Inc. (a Delaware corporation). As a result, the Fund could be deemed to be under common control with the subsidiaries of Metropolitan Life Insurance Company listed above, as well as the other subsidiaries in which Metropolitan Life Insurance Company owns a greater than 25% interest. A complete list of the subsidiaries of MetLife, Inc. and Metropolitan Life Insurance Company is filed as Exhibit 21.1 of the Annual Report for the Fiscal Year Ended December 31, 2000 on Form 10-K (File No. 001-15787) of MetLife, Inc. and is incorporated herein by reference. Item 25. Indemnification Under Article VI of the Registrant's First Amended and Restated Master Trust Agreement as further amended (the "Master Trust Agreement") each of its Trustees and officers or persons serving in such capacity with another entity at the request of the Registrant ("Covered Person") shall be indemnified against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants' and counsel fees, incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, director or trustee, except with respect to any matter as to which it has been determined that such Covered Person had acted with willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office (such conduct referred to hereafter as "Disabling Conduct"). A determination that the Covered Person is entitled to indemnification may be made by (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the person to be indemnified was not liable by reason of Disabling Conduct, (ii) dismissal of a court action or an administrative proceeding against a Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable determination, based upon a review of the facts, that the indemnitee was not liable by reason of Disabling Conduct by (a) a vote of a majority of a quorum of Trustees who are neither "interested persons" of the Trust as defined in section 2(a)(19) of the 1940 Act nor parties to the C-4 proceeding, or (b) an independent legal counsel in a written opinion. Under the Distribution Agreement between the Registrant and State Street Research Investment Services, Inc., the Registrant's distributor, the Registrant has agreed to indemnify and hold harmless State Street Research Investment Services, Inc. and each person who has been, is, or may hereafter be an officer, director, employee or agent of State Street Research Investment Services, Inc. against any loss, damage or expense reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon a violation of any of its convenants herein contained or any untrue or alleged untrue statement of material fact, or the omission or alleged omission to state a material fact necessary to make the statements made not misleading, in a Registration Statement or Prospectus of the Registrant, or any amendment or supplement thereto, unless such statement or omission was made in reliance upon written information furnished by State Street Research Investment Services, Inc. Insofar as indemnification by the Registrant for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers, underwriters and controlling persons of the Registrant, pursuant to Article VI of the Registrant's Master Trust Agreement, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy expressed in the Act and will be governed by the final adjudication of such issue. C-5 Item 26. Business and Other Connections of Investment Adviser Describe any other business, profession, vocation or employment of a substantial nature in which each investment adviser of the Registrant, and each director, officer or partner of any such investment adviser, is or has been, at any time during the past two fiscal years, engaged for his own account or in the capacity of director, officer, employee, partner or trustee.
PRINCIPAL BUSINESS NAME CONNECTION ORGANIZATION ADDRESS OF ORGANIZATION - ---- ---------- ------------ ----------------------- State Street Research & Investment Adviser Various investment advisory Boston, MA Management Company clients Abbott, Christopher C Executive Vice President State Street Research Investment Services, Inc. Boston, MA Executive Vice President Bangs, Linda L None Vice President Barghaan, Dennis C Senior Vice President State Street Research Investment Services, Inc. Boston, MA Senior Vice President Barnwell, Amy F Senior Vice President State Street Research Investment Services, Inc. Boston, MA Senior Vice President (Vice President until 10/00) Beatty, T. Kevin None Vice President Bigley, Gary M None Vice President Borghi, Peter Senior Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Borzilleri, John IBT Fund Advisor Schroder Ventures Life Science Advisers Boston, MA Senior Vice President (Until 11/01) Senior Vice President State Street Research & Management Co. Boston, MA (Until (8/01) Boss, Marilyn O Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Vice President Deutsche Banc Alex. Brown Boston, MA (Until 4/01) Director John Hancock Financial Services, Inc. Boston, MA (Until 6/00) Bray, Michael J None Senior Vice President Brezinski, Karen None Vice President Bruno, Thomas Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Assistant Vice President Phoenix Investment Partners Hartford, CT (Until 5/00)
C-6
PRINCIPAL BUSINESS ADDRESS OF NAME CONNECTION ORGANIZATION ORGANIZATION - ---- ---------- ------------ ------------------ Buffum, Andrea L. None Vice President Burbank, John F. Vice President State Street Research Capital Trust Boston, MA Senior Vice President Calame, Mara D. Vice President, Assistant State Street Research Investment Services, Inc. Boston, MA Vice President, Clerk and Counsel Assistant Secretary, Assistant Secretary State Street Research Institutional Funds Boston, MA and Counsel Callahan, Michael None Vice President Carley, Linda C. Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Assistant Secretary State Street Research Institutional Funds Boston, MA Carstens, Linda C. Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Clay, Janet L. Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Vice President John Hancock Funds Boston, MA (Until 10/01) Clifford, Jr., Paul J. Vice President State Street Research Tax-Exempt Trust Boston, MA Senior Vice President Coleman, Thomas J. None Senior Vice President (Vice President until 10/00) Creelman, Christine A. Director/Credit Research Freedom Capital Boston, MA Vice President (Until 11/01) Senior Vice President Back Bay Advisors, LP Boston, MA (Until 6/01) Cullen, Terrence J. Vice President, Assistant State Street Research Investment Services, Inc. Boston, MA Vice President, Assistant Clerk and Counsel Secretary and Counsel Davis, Richard S. Chairman, President and Chief State Street Research Equity Trust Boston, MA Director, Chairman of Executive Officer the Board, President Chairman, President and Chief State Street Research Income Trust Boston, MA and Chief Executive Executive Officer Officer, Chairman, President and Chief State Street Research Tax-Exempt Trust Boston, MA Executive Officer Chairman, President and Chief State Street Research Capital Trust Boston, MA Executive Officer Chairman, President and Chief State Street Research Exchange Trust Boston, MA Executive Officer Chairman, President and Chief State Street Research Growth Trust Boston, MA Executive Officer Chairman, President and Chief State Street Research Master Investment Trust Boston, MA Executive Officer Chairman, President and Chief State Street Research Institutional Funds Boston, MA Executive Officer Chairman, President and Chief State Street Research Securities Trust Boston, MA Executive Officer Chairman, President and Chief State Street Research Money Market Trust Boston, MA Executive Officer Chairman, President and Chief State Street Research Financial Trust Boston, MA Executive Officer Chairman, President and Chief State Street Research Investment Services, Inc. Boston, MA Executive Officer President and Chief Executive SSRM Holdings, Inc. Boston, MA Officer Senior Vice President Metropolitan Life Insurance Company New York, NY (until 10/00)
C-7
PRINCIPAL BUSINESS NAME CONNECTION ORGANIZATION ADDRESS OF ORGANIZATION - ---- ---------- ------------ ----------------------- Davis, Robert D. Vice President Wellington Management Company Boston, MA Vice President (Until 3/01) D'Vari, Ronald None Senior Vice President De Luna, John (Juan) Principal State Street Global Advisors Boston, MA Senior Vice President (Until 3/01) Senior Vice President State Street Research Investment Services, Inc. Boston, MA Depp, Maureen G. Vice President State Street Research Securities Trust Boston, MA Senior Vice President (Vice President until 4/01) DeVeuve, Donald Vice President State Street Research Income Trust Boston, MA Vice President State Street Research Securities Trust Boston, MA DiVasta, Vincent Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Dudley, Catherine Vice President State Street Research Capital Trust Boston, MA Senior Vice President Vice President State Street Research Institutional Funds Boston, MA Duggan, Peter J. None Senior Vice President Ebel, Bruce A. Vice President State Street Research Institutional Funds Boston, MA Senior Vice President Vice President State Street Research Financial Trust Boston, MA Evascu, Caroline Vice President SG Cowen Asset Management New York, NY Vice President (until 8/01) Even, Karen L. Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Fechter, Michael Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Vice President Standish, Ayer & Wood Boston, MA (Until 4/01) Federoff, Alex G. Senior Vice President State Street Research Investment Services, Inc. Boston, MA Senior Vice President (Vice President until 4/00) Feliciano, Rosalina Vice President State Street Research Income Trust Boston, MA Vice President State Street Research Securities Trust Boston, MA Feeney, Kimberley Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Ficco, Bonnie A. Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Fleno, Phyllis A. None Vice President Fochtman, Jr., Leo None Vice President Forcione, Anthony F. None Vice President Frey, Kenneth None Vice President Frank, Christopher Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Vice President State Street Global Advisors Boston, MA
C-8
PRINCIPAL BUSINESS NAME CONNECTION ORGANIZATION ADDRESS OF ORGANIZATION - ---- ---------- ------------ ----------------------- Gallivan Jr., Edward T. Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Assistant Treasurer State Street Research Equity Trust Boston, MA Assistant Treasurer State Street Research Financial Trust Boston, MA Assistant Treasurer State Street Research Income Trust Boston, MA Assistant Treasurer State Street Research Money Market Trust Boston, MA Assistant Treasurer State Street Research Tax-Exempt Trust Boston, MA Assistant Treasurer State Street Research Capital Trust Boston, MA Assistant Treasurer State Street Research Exchange Trust Boston, MA Assistant Treasurer State Street Research Growth Trust Boston, MA Assistant Treasurer State Street Research Master Investment Trust Boston, MA Assistant Treasurer State Street Research Securities Trust Boston, MA Assistant Treasurer State Street Research Institutional Funds Boston, MA Gardner, Michael D. None Senior Vice President Goodman, Stephanie B. Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Govoni, Electra None Vice President Grace, Evan S. None Vice President Granger, Allison Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Gray, Nancy Spalding Vice President Scudder-Kemper Investments Boston, MA Vice President (until 8/00) Hadelman, Peter J. Vice President Pioneer Investment Management Boston, MA Vice President (until 5/00) Vice President State Street Research Investment Services, Inc. Boston, MA Haggerty, Bryan D. None Vice President Hagstrom, Thomas W. Vice President Lehman Brothers Boston, MA Vice President (Until 7/01) Hamilton, Jr., William A. Treasurer and Director Ellis Memorial and Eldredge House Boston, MA Senior Vice President Treasurer and Director Nautical and Aviation Publishing Company, Inc. Baltimore, MD Treasurer and Director North Conway Institute Boston, MA Harrington, Heidi Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Vice President Fleet Investment Management Boston, MA (Until 5/00) Hasson, Ira P. Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Haverty, Jr., Lawrence J. Vice President State Street Research Capital Trust Boston, MA Senior Vice President Heineke, George R. None Vice President Hickman, Joanne Senior Vice President State Street Research Investment Services, Inc. Boston, MA Senior Vice President Holland, Thomas Senior Vice President State Street Research Investment Services, Inc. Boston, MA Senior Vice President (VP Until 4/01) Holmes, Robert J. Director Key Account Mktg. American Skandia Marketing, Inc. Shelton, CT Vice President (until 10/00) Vice President Evergreen Investment Services Boston, MA (until 3/00) Vice President State Street Research Investment Services, Inc. Boston, MA
C-9
PRINCIPAL BUSINESS NAME CONNECTION ORGANIZATION ADDRESS OF ORGANIZATION - ---- ---------- ------------ ----------------------- Irvine, William A. Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Director FleetBoston Financial Boston, MA (Until 7/00) Joseph, Robert I. None Vice President Kallis, John H. Vice President State Street Research Financial Trust Boston, MA Senior Vice President Vice President State Street Research Income Trust Boston, MA Vice President State Street Research Institutional Funds Boston, MA Vice President State Street Research Money Market Trust Boston, MA Vice President State Street Research Tax-Exempt Trust Boston, MA Vice President State Street Research Securities Trust Boston, MA Trustee 705 Realty Trust Washington, D.C. Kasper, M. Katherine Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Kayajanian, Jeffrey D. Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Regional Vice President ReliaStar Retirement Plans Minneapolis, MN (Until 7/00) Keelan, David E. None Vice President Kiessling, Dyann H. Vice President State Street Research Money Market Trust Boston, MA Vice President Krauss, Clifford Managing Director Trust Company of the West Los Angeles, CA Senior Vice President (until 8/00) Lafferty, David F. Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Senior Investment Strategist Metropolitan Life Insurance Company New York,NY (Until 4/01) Langholm, Knut Director SSR Pegasus Funds Luxembourg Senior Vice President Leary, Eileen M. None Vice President Ledbury, Richard D. Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Leese, Reginald Portfolio Manager Citizens Bank Boston, MA Vice President (until 6/00) Loew, Christopher R. Assistant Vice President Putnam Investments Boston, MA Vice President (Until 2/01) Vice President State Street Research Investment Services, Inc. Boston, MA Loizeaux, Stephen Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Director MetLife, Taft Hartley Services New York,NY (Until 4/01) Lomasney, Mary T. Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Lombardo, John S. Executive Vice President State Street Research Investment Services, Inc. Boston, MA Executive Vice President and Chief Financial Officer and Chief Financial Officer Vice President State Street Research Capital Trust Boston, MA Vice President State Street Research Equity Trust Boston, MA Vice President State Street Research Exchange Trust Boston, MA Vice President State Street Research Financial Trust Boston, MA Vice President State Street Research Growth Trust Boston, MA Vice President State Street Research Income Trust Boston, MA Vice President State Street Research Master Investment Trust Boston, MA Vice President State Street Research Money Market Trust Boston, MA Vice President State Street Research Securities Trust Boston, MA Vice President State Street Research Tax-Exempt Trust Boston, MA Senior Vice President Metropolitan Property and Casualty Insurance Co. Warwick, RI (Until 7/01)
C-10
PRINCIPAL BUSINESS NAME CONNECTION ORGANIZATION ADDRESS OF ORGANIZATION - ---- ---------- ------------ ----------------------- Lord, Peter D. Vice President New England Financial Boston, MA Vice President Vice President State Street Research Investment Services, Inc. Boston, MA Lubas, Amy C. Director SG Cowen Securities Corporation Boston, MA Vice President (until 4/00) Marchand, Joanna M. None Vice President (Assistant Vice President until 4/01) Marinella, Mark A. Vice President State Street Research Institutional Funds Boston, MA Executive Vice President Vice President State Street Research Financial Trust Boston, MA Co-Chief Investment Officer- Vice President State Street Research Income Trust Boston, MA Fixed Income Vice President State Street Research Money Market Trust Boston, MA (Senior Vice President Vice President State Street Research Securities Trust Boston, MA Until 3/01) Vice President State Street Research Tax-Exempt Trust Boston, MA Markel, Gregory S. None Vice President Marsh, Eleanor H. Portfolio Manager Evergreen Investment Management Company Boston, MA Vice President (Until 3/00) McGrath, Ann E. None Vice President McKenna, Barbara Director Standish, Ayer & Wood Boston, MA Senior Vice President (Until 7/01) Vice President (Until 11/00) McKown, Elizabeth G. Senior Vice President State Street Research Investment Services, Inc. Boston, MA Senior Vice President (Vice President until 10/00) McNamara, III, Francis J. Executive Vice President, State Street Research Investment Services, Inc. Boston, MA Executive Vice Clerk and General Counsel President, Secretary Secretary and General Counsel State Street Research Master Investment Trust Boston, MA and General Counsel Secretary and General Counsel State Street Research Capital Trust Boston, MA Secretary and General Counsel State Street Research Exchange Trust Boston, MA Secretary and General Counsel State Street Research Growth Trust Boston, MA Secretary and General Counsel State Street Research Securities Trust Boston, MA Secretary and General Counsel State Street Research Equity Trust Boston, MA Secretary and General Counsel State Street Research Financial Trust Boston, MA Secretary and General Counsel State Street Research Income Trust Boston, MA Secretary and General Counsel State Street Research Money Market Trust Boston, MA Secretary and General Counsel State Street Research Tax-Exempt Trust Boston, MA Secretary and General Counsel SSRM Holdings, Inc. Boston, MA Secretary and General Counsel State Street Research Institutional Funds Boston, MA Director SSR Pegasus Funds Luxembourg Monahan, Kenneth Director Standish, Ayer & Wood Boston, MA Vice President (until 9/01) Vice President State Street Research Investment Services, Inc. Boston, MA Moore, James Director 1838 Investment Advisors, Inc. Boston, MA Vice President (until 4/00) Moore, Jr., Thomas P. Vice President State Street Research Financial Trust Boston, MA Senior Vice Vice President State Street Research Growth Trust Boston, MA President Director Hibernia Savings Bank Quincy, MA Governor on the Board Association for Investment Management Charlottesville, VA of Governors and Research Morey, Andrew F. None Vice President Moran, Mary Ruth Executive Vice President State Street Research Investment Services, Inc. Boston, MA Executive Vice President President Precipio Partners (Formerly M R Moran & Co.) Boston, MA (Until 4/01) Mulligan, JoAnne C. None Senior Vice President
C-11
PRINCIPAL BUSINESS NAME CONNECTION ORGANIZATION ADDRESS OF ORGANIZATION - ---- ---------- ------------ ----------------------- Passalacqua, Barbara None Vice President (Assistant Vice President until 4/01) Poritzky, Dean E. None Senior Vice President (Vice President until 4/00) Ragsdale, Jr., E.K. Easton Vice President State Street Research Financial Trust Boston, MA Senior Vice President Rawlins, Jeffrey A. Vice President State Street Research Institutional Funds Boston, MA Senior Vice President Refojo, Michael F. Senior Vice President Scudder Kemper Investments Boston, MA Senior Vice President (Until 12/00) Reilly, David C. Senior Vice President Prudential Investments Newark, NJ Senior Vice President (Until 6/01) Rice III, Daniel Joseph Vice President State Street Research Equity Trust Boston, MA Senior Vice President Rolnick, Michael A. None Vice President Romich, Douglas A. Treasurer State Street Research Equity Trust Boston, MA Senior Vice President Treasurer State Street Research Financial Trust Boston, MA and Assistant Treasurer State Street Research Income Trust Boston, MA Treasurer Treasurer State Street Research Money Market Trust Boston, MA Treasurer State Street Research Tax-Exempt Trust Boston, MA Treasurer State Street Research Capital Trust Boston, MA Treasurer State Street Research Exchange Trust Boston, MA Treasurer State Street Research Growth Trust Boston, MA Acting Treasurer State Street Research Institutional Funds Boston, MA Treasurer State Street Research Master Investment Trust Boston, MA Treasurer State Street Research Securities Trust Boston, MA Vice President and SSRM Holdings, Inc. Boston, MA Assistant Treasurer Senior Vice President and State Street Research Investment Services, Inc. Boston, MA Assistant Treasurer Ryan, Michael J. None Senior Vice President Schrage, Michael M. None Senior Vice President (Vice President until 4/00) Shean, William G. None Senior Vice President (Vice President until 4/00) Sheldon, Michael A. None Vice President Silverstein, Jill None Vice President Simi, Susan None Vice President
C-12
PRINCIPAL BUSINESS NAME CONNECTION ORGANIZATION ADDRESS OF ORGANIZATION - ---- ---------- ------------ ----------------------- Simmons, Amy L. Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Assistant Secretary State Street Research Capital Trust Boston, MA Assistant Secretary State Street Research Exchange Trust Boston, MA Assistant Secretary State Street Research Growth Trust Boston, MA Assistant Secretary State Street Research Master Investment Trust Boston, MA Assistant Secretary State Street Research Securities Trust Boston, MA Assistant Secretary State Street Research Equity Trust Boston, MA Assistant Secretary State Street Research Financial Trust Boston, MA Assistant Secretary State Street Research Income Trust Boston, MA Assistant Secretary State Street Research Money Market Trust Boston, MA Assistant Secretary State Street Research Tax-Exempt Trust Boston, MA Smith, James Director of Customer Service Brown and Company Securities Corporation Boston, MA Vice President (until 11/17/00) Vice President State Street Research Investment Services, Inc. Boston, MA Somers, Todd Vice President State Street Research Investment Services, Inc. Boston, MA Vice President St. John, Scott Vice President Eaton Vance Management Boston, MA Vice President (Until 2/01) Stambaugh, Kenneth D. None Vice President Stolberg, Thomas B. None Vice President Strelow, Daniel R. None Executive Vice President Co-Chief Investment Officer- Fixed Income (Senior Vice President Until 3/01) Swanson, Amy McDermott Vice President State Street Research Institutional Funds Boston, MA Senior Vice President Synnestvedt, Jared A. Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Director of Sales MetLife Investment Partners Boston, MA (Until 4/01) Asst. Vice President Putnam Investments Boston, MA (Until 7/00) Thorndike, Benjamin W. Managing Director Scudder-Kemper Investments Boston, MA Senior Vice President (until 7/00) Senior Vice President State Street Research Investment Services, Inc. Boston, MA Tice, Robyn S. None Senior Vice President (Vice President until 10/00) Trebino, Anne M. Vice President SSRM Holdings, Inc. Boston, MA Senior Vice President Truesdale, Anne Tucher Senior Analyst J.P. Morgan & Co. New York,NY Vice President (until 6/00) Wagenseller, Jon P. Senior Vice President State Street Research Investment Services, Inc. Boston, MA Senior Vice President Director-New Prod. Dev. MetLife Investments Convent Station, NJ (Until 4/01) Wallace, Julie K. None Vice President Walsh III, Denis J. None Vice President Walsh, Tucker Vice President State Street Research Capital Trust Boston, MA Vice President Wardwell, Samuel Vice President Wellington Management Company Boston, MA Senior Vice President (until 8/00)
C-13
PRINCIPAL BUSINESS NAME CONNECTION ORGANIZATION ADDRESS OF ORGANIZATION - ---- ---------- ------------ ----------------------- Weiss, James M. Vice President State Street Research Exchange Trust Boston, MA Director and Executive Vice President State Street Research Financial Trust Boston, MA Vice President Vice President State Street Research Growth Trust Boston, MA Vice President State Street Research Institutional Funds Boston, MA Vice President State Street Research Securities Trust Boston, MA Vice President State Street Research Capital Trust Boston, MA Vice President State Street Research Equity Trust Boston, MA Vice President State Street Research Income Trust Boston, MA Vice President State Street Research Master Investment Trust Boston, MA Director State Street Research Investment Services, Inc. Boston, MA Welch, Timothy M. None Vice President Westvold, Vice President State Street Research Institutional Funds Boston, MA Elizabeth McCombs Vice President State Street Research Securities Trust Boston, MA Senior Vice President Wilkins, Kevin N. Executive Vice President State Street Research Investment Services, Inc. Boston, MA Executive Vice President (Senior Vice President (Senior Vice President until 4/00) until 4/00) Wilson, John T. Vice President State Street Research Master Investment Trust Boston, MA Senior Vice President Vice President State Street Research Institutional Funds Boston, MA Winandy, Angela Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Wong, David Senior Vice President Paine Webber/UBS Warburg New York,NY Vice President (until 4/01) Principal Needham & Company New York,NY (until 1/00) Woodbury, Robert S. Senior Vice President State Street Research Investment Services, Inc. Boston, MA Senior Vice President (Vice President Until 4/01) (Vice President Until 4/01) Woodworth, Jr., Kennard Vice President State Street Research Exchange Trust Boston, MA Senior Vice Vice President State Street Research Financial Trust Boston, MA President Vice President State Street Research Growth Trust Boston, MA Vice President State Street Research Institutional Funds Boston, MA Vice President State Street Research Securities Trust Boston, MA
C-14
PRINCIPAL BUSINESS NAME CONNECTION ORGANIZATION ADDRESS OF ORGANIZATION - ---- ---------- ------------ ----------------------- Xie, Erin Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Associate Sanford Bernstein New York, NY (Until 3/01) Yalamanchili, Kishore K. None Vice President Yu, Mandy Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Zuger, Peter A. Vice President State Street Research Equity Trust Boston, MA Senior Vice Vice President State Street Research Securities Trust Boston, MA President Zhu, Kevin Vice President Zurich Scudder Investments, Inc. Boston, MA Vice President (Until 6/01)
C-15 Item 27. Principal Underwriters (a) State Street Research Investment Services, Inc. serves as principal underwriter for 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 Growth Trust, State Street Research Master Investment Trust, State Street Research Securities Trust and State Street Research Institutional Funds. (b) Directors and Officers of State Street Research Investment Services, Inc. are as follows. The address for each person is One Financial Center, Boston, Massachusetts, unless otherwise indicated.
(1) (2) (3) Positions Name and Principal and Offices Positions and Offices Business Address with Underwriter with Registrant ------------------ ---------------- --------------------- Richard S. Davis Chairman of the Board, Chairman of the Board, President and Chief President and Chief Executive Officer Executive Officer James M. Weiss Director Vice President Christopher C. Abbott Executive Vice None President John S. Lombardo Executive Vice Vice President President and Chief Financial Officer Francis J. McNamara, III Executive Vice Secretary President, Clerk and General Counsel Mary Ruth Moran Executive Vice None President and Head of Information Systems and Administration and Operations Kevin N. Wilkins Executive Vice None President Dennis C. Barghaan Senior Vice President None Amy F. Barnwell Senior Vice President None Peter Borghi Senior Vice President None John de Luna Senior Vice President None
C-16
(1) (2) (3) Positions Name and Principal and Offices Positions and Offices Business Address with Underwriter with Registrant ------------------ ---------------- --------------------- Alex G. Federoff Senior Vice President None Joanne Hickman Senior Vice President None Thomas Holland Senior Vice President None Elizabeth G. McKown Senior Vice President None Michael F. Refojo Senior Vice President None Douglas A. Romich Senior Vice President Treasurer and Treasurer Benjamin W. Thorndike Senior Vice President None Jon P. Wagenseller Senior Vice President None Robert W. Woodbury Senior Vice President None Marilyn O. Boss Vice President None Thomas Bruno Vice President None Mara D. Calame Vice President, None Assistant Clerk and Counsel Linda C. Carley Vice President None Linda C. Carstens Vice President None Terrence J. Cullen Vice President, None Assistant Clerk and Counsel Vincent DiVasta Vice President None Karen L. Even Vice President None Michael Fechter Vice President None Bonnie A. Ficco Vice President None Christopher Frank Vice President None Edward T. Gallivan, Jr. Vice President Assistant Treasurer Stephanie B. Goodman Vice President None Allison Granger Vice President None Nancy Spalding Gray Vice President None Peter Hadelman Vice President None Heidi Harrington Vice President None Ira P. Hasson Vice President None Robert J. Holmes Vice President None William A. Irvine Vice President None M. Katherine Kasper Vice President None Jeffrey D. Kayajanian Vice President None David F. Lafferty Vice President None Richard C. Ledbury Vice President None Christopher R. Loew Vice President None Stephen Loizeaux Vice President None Mary Lomasney Vice President None Peter D. Lord Vice President None Kenneth Monahan Vice President None Amy L. Simmons Vice President Assistant Secretary James Smith Vice President None Todd W. Somers Vice President None Jared A. Synnestvedt Vice President None Angela L. Winandy Vice President None Mandy Yu Vice President None
C-17 Item 28. Location of Accounts and Records Douglas A. Romich State Street Research & Management Company One Financial Center Boston, MA 02111 Item 29. Management Services Under a Shareholders' Administrative Services Agreement between the Registrant and the Distributor, the Distributor provides shareholders' administrative services, such as responding to inquiries and instructions from investors respecting the purchase and redemption of shares of series of the Registrant, and received the amounts set forth below:
Year-end Year-end Year-end Fund 12/31/98 12/31/99 12/31/00 - ---- -------- ------- -------- Large-Cap Growth Fund $54,660 $85,271 $136,571
Item 30. Undertakings (a) Inapplicable. (b) Inapplicable. (c) Deleted. (d) The Registrant undertakes to hold a special meeting of shareholders of the Trust for the purpose of voting upon the question of removal of any trustee or trustees when requested in writing to do so by the recordholders of not less than 10 per centum of the outstanding shares of the Trust and, in connection with such meeting, to comply with the provisions of Section 16(c) of the Investment Company Act of 1940 relating to shareholder communications. (e) Deleted. C-18 NOTICE A copy of the First Amended and Restated Master Trust Agreement, as further amended (the "Master Trust Agreement") of the Registrant is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that the obligations of the Registrant hereunder, and the authorization, execution and delivery of this amendment to the Registrant's Registration Statement, shall not be binding upon any of the Trustees, shareholders, nominees, officers, assistant officers, agents or employees of the Registrant as individuals or personally, but shall bind only the property of the Funds comprising the series of the Registrant, as provided in the Master Trust Agreement. Each Fund of the Registrant shall be solely and exclusively responsible for all of its direct or indirect debts, liabilities, and obligations, and no other Fund shall be responsible for the same. C-19 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 31 to its Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Boston and the Commonwealth of Massachusetts on the 11th day of January, 2002. STATE STREET RESEARCH GROWTH TRUST By: * ----------------------------- Richard S. Davis Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed on the above date by the following persons in the capacities indicated. Signature Capacity --------- -------- * ______________________________ Chairman of the Board, Richard S. Davis Chief Executive Officer and President (principal executive officer) * ______________________________ Treasurer (principal Douglas A. Romich financial and accounting officer) * ______________________________ Trustee Bruce R. Bond * ______________________________ Trustee Steve A. Garban * ______________________________ Trustee Dean O. Morton * ______________________________ Trustee Susan M. Phillips * ______________________________ Trustee Toby Rosenblatt * ______________________________ Trustee Michael S. Scott Morton *By: /s/ Francis J. McNamara, III ---------------------------------------------- Francis J. McNamara, III, Attorney-in-Fact under Powers of Attorney incorporated by reference from Post-Effective Amendment No. 6 filed February 27, 1998, Post-Effective Amendment No. 8 filed March 17, 2000, Post-Effective Amendment No. 14 filed November 16, 2000 and Post-Effective Amendment No. 21 filed May 4, 2001. -----END PRIVACY-ENHANCED MESSAGE-----