Exhibit (5)(d)

                       STATE STREET RESEARCH GROWTH TRUST
                              One Financial Center
                        Boston, Massachusetts 02111-2690


                                                          Date: __________, 2002


State Street Research & Management Company
One Financial Center
Boston, Massachusetts  02111

Gentlemen:

         This letter is to confirm to you that State Street Research Growth
Trust (the "Trust") has created a new series of shares to be known as State
Street Research Core Income Fund (the "Fund") and that pursuant to Section 1(b)
of the Advisory Agreement dated June 1, 2000 in effect between the Trust and you
(the "Agreement"), the Trust desires to retain you under the Agreement to render
management and investment advisory services to the Fund as a "Series" thereunder
for a fee under Section 4 of the agreement equal to 0.55% on an annual basis of
the average daily net asset value of the Fund.

         Notwithstanding any Agreement provision to the contrary, no approval of
the Agreement in respect of the Fund shall be required on behalf of any initial
public shareholders, provided that prior to any initial public offering, no Fund
shares are sold to persons who are not affiliated persons of the Fund,
affiliated persons of such persons, promoters of the Fund, or affiliated persons
of such promoters.

         Notwithstanding paragraph 7(b) of the Agreement, no shareholder vote
shall be required for any amendments to the Agreement for which the Securities
and Exchange Commission or its staff has indicated that no shareholder vote is
necessary, as for example, in the case of a decrease in the advisory fee under
the Agreement.



         The term "State Street Research Growth Trust" means and refers to the
Trustees from time to time serving under the First Amended and Restated Master
Trust Agreement dated February 5, 1993 (the "Master Trust Agreement"), as the
same subsequently thereto have been, or subsequently hereto may be, amended. It
is expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the Trustees, shareholders, nominees, officers, assistant
officers, agents or employees of the Trust as individuals or personally, but
shall bind only the trust property of the Trust, as provided in the Master Trust
Agreement of the Trust. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust and signed by a duly authorized officer
or assistant officer of the Trust, acting as such, and neither such
authorization nor such execution and delivery shall be deemed to have been made
individually or to impose any personal liability, but shall bind only the trust
property of the trust as provided in its Master Trust Agreement. The Master
Trust Agreement of the Trust provides, and it is expressly agreed, that each
Fund of the Trust shall be solely and exclusively responsible for the payment of
its debts, liabilities and obligations, and that no other fund shall be
responsible for the same.

         Please indicate your acceptance of this responsibility in accordance
with the terms of the Agreement by signing this letter as indicated below.

                                              STATE STREET RESEARCH
                                              GROWTH TRUST



                                              By:
                                                 -------------------------------



Accepted and Agreed To:

STATE STREET RESEARCH
& MANAGEMENT COMPANY


By:
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