Exhibit (6)(d)

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


                                                  Date:  June 1, 2000


State Street Research
  Investment Services, Inc.
One Financial Center
Boston, Massachusetts  02111

Gentlemen:

     This letter is to confirm to you that State Street Research Growth Trust
(the "Trust") has created new series of shares to be known as State Street
Research Concentrated International Fund and State Street Research Technology
Fund (each referred to herein as the "Fund") and that pursuant to the
Distribution Agreement between the Trust and you (the "Agreement"), you will
serve as distributor and principal underwriter of the Fund (which shall be
deemed a "Fund" under the Agreement) with respect to the sale of its classes of
shares as described in its current prospectus and Statement of Additional
Information, including any additional classes as may be established from time to
time. Shares of each class of the Fund will be sold at the "net asset value per
share" of the Fund plus any applicable sales charge in accordance with the then
current prospectus and Statement of Additional Information of the Fund, as from
time to time amended.

     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 has 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: /s/ Douglas A. Romich
                                                        -----------------------
                                                        Douglas A. Romich
                                                        Assistant Treasurer


Accepted and Agreed To:

STATE STREET RESEARCH
INVESTMENT SERVICES, INC.


By: /s/ Kevin Wilkins
   ---------------------------
   Kevin Wilkins
   Executive Vice President