-----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, G7MBytiD5tUQ+XBrYs2VgnVFG5ORW9zRwli82aK0k3FLj6dR4g7zR4ph9gYUfURC Embv+a8WzgFlfb7mxB9Mkg== 0000912057-02-027112.txt : 20020712 0000912057-02-027112.hdr.sgml : 20020712 20020712101949 ACCESSION NUMBER: 0000912057-02-027112 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020712 EFFECTIVENESS DATE: 20020712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STATE STREET RESEARCH GROWTH TRUST CENTRAL INDEX KEY: 0000034918 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: 02701528 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 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: 02701529 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 a2084126z485bpos.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 July 12, 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. 41 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 58 [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 Managing Director, 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 August 11, 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. 34 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 Core Income Fund series of the Registrant and Part B: The Statement of Additional Information for the State Street Research Core Income Fund series of the Registrant. The Prospectus and Statement of Additional Information for the State Street Research Asset Fund Fund Series of the Registrant are included in Post-Effective Amendment No. 11 filed on July 7, 2000. 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. 36 filed on April 26, 2002. 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) (1)(f) Amendment No. 5 to First Amended and Restated Master Trust Agreement (15) (1)(g) Amendment No. 6 to First Amended and Restated Master Trust Agreement (15) (2)(a) By-Laws (1)** (2)(b) Amendment No. 1 to By-Laws effective September 30, 1992 (3)** (2)(c) Amendment No. 2 to By-Laws (17) (2)(d) Amendment No. 3 to By-Laws (17) (5)(a) First Amended and Restated Investment Advisory Contract (6) (5)(b) Advisory Agreement with respect to State Street Research Concentrated International Fund (16) (5)(c) Form of Advisory Agreement with respect to State Street Research Asset Fund (to be filed by amendment) (5)(d) Form of Letter Agreement relating to Advisory Agreement with respect to State Street Research Core Income Fund (15) (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) Letter Agreement relating to Distribution Agreement with respect to State Street Research Concentrated International Fund (16) (6)(e) Letter Agreement relating to expenses with respect to State Street Research Concentrated International Fund (16) (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) (6)(h) Form of Letter Agreement relating to Distribution Agreement with respect to State Street Research Core Income Fund (15) (6)(i) Form of Letter Agreement relating to expenses with respect to State Street Research Core Income Fund (15) 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) Letter Agreement relating to Custodian Contract with respect to State Street Research Concentrated International Fund (16) (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) (8)(k) Form of Letter Agreement relating to Custodian Contract with respect to State Street Research Core Income Fund (15) (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 (10) (10)(c) Legal Opinion and Consent with respect to State Street Research Asset Fund (to be filed by amendment) (10)(d) Legal Opinion and Consent with respect to State Street Research Core Income Fund (15) (11)(a) Consent of PricewaterhouseCoopers LLP with respect to State Street Research Concentrated International Fund (9) (11)(b) Consent of PricewaterhouseCoopers LLP with respect to State Street Research Large-Cap Growth Fund (17) (11)(c) Consent of PricewaterhouseCoopers LLP with respect to State Street Research Asset Fund (to be filed by amendment) (11)(d) Consent of PricewaterhouseCoopers LLP with respect to State Street Research Core Income Fund (15) (12)(a) Subscription and Investment Letter with respect to State Street Research Concentrated International Fund (16) (12)(b) Form of Subscription and Investment Letter with respect to State Street Research Asset Fund (11) (12)(c) Form of Subscription and Investment Letter with respect to State Street Research Core Income Fund (15) (14)(a) Deleted. (14)(b) Deleted. (15)(a) Plan of Distribution Pursuant to Rule 12b-1 (4)** (15)(b) Rule 12b-1 Plan dated January 1, 1999 for Class B(1) shares relating to State Street Research Growth Fund (15) (15)(c) Rule 12b-1 Plan dated June 1, 2000 relating to State Street Research Concentrated International Fund (15) (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) (15)(e) Form of Letter Amendment relating to Rule 12b-1 Plan dated June 1, 2000, with respect to State Street Research Core Income Fund (15) (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 May 1, 2002)(18) (18)(a) Powers of Attorney(18) (18)(b) Certificate of Board Resolution Respecting Powers of Attorney(18) (19)(a) New Account Application (15) (19)(b) Deleted. (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 15 Post-Effective Amendment April 1, 2002 No. 34 16 Post-Effective Amendment April 5, 2002 No. 35 17 Post-Effective Amendment April 26, 2002 No. 36 18 Post-Effective Amendment May 31, 2002 No. 38
C-3 Item 24. Persons Controlled by or under Common Control with Registrant As of February 28, 2002, 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 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, 2001 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 Boston, MA Management Company advisory clients Abbott, Christopher C. Managing Director State Street Research. Boston, MA Managing Director Vice President Investment Services, Inc. Boston, MA (Executive Vice President until 4/02) State Street Research Institutional Funds Austin, Christopher P. None Vice President Barghaan, Dennis C. Managing Director State Street Research Boston, MA Managing Director Investment Services, Inc. (Senior Vice President until 4/02) Barnwell, Amy F. Managing Director State Street Research Boston, MA Managing Director Investment Services, Inc. (Senior Vice President until 4/02) (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 Boston, MA Vice President Investment Services, Inc. Borzilleri, John Vice President State Street Research Boston, MA Managing Director Financial Trust (Senior Vice President until 4/02) IBT Fund Advisor Schroder Ventures Life Boston, MA (Until 11/01) Science Advisers Senior Vice President State Street Research Boston, MA (Until 8/01) & Management Co. Boss, Marilyn O. Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Vice President (Until 4/01) Deutsche Banc Alex. Brown Boston, MA Director John Hancock Financial Boston, MA (Until 6/00) Services, Inc. Bradford, Daniel Acting General Counsel DDJ Capital Management, LLC Boston, MA Vice President (Until 1/02) Associate Goodwin Procter LLP Boston, MA (Until 8/01) Bray, Michael J. None Managing Director (Senior Vice President until 4/02) Brezinski, Karen None Vice President Bruno, Thomas Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Assistant Vice President Phoenix Investment Hartford, CT (Until 5/00) Partners
C-6
PRINCIPAL BUSINESS NAME CONNECTION ORGANIZATION ADDRESS OF ORGANIZATION - ---- ---------- ------------ ----------------------- Buffum, Andrea L. None Vice President Burbank, John F. Vice President State Street Research Boston, MA Managing Director Capital Trust (Senior Vice President until 4/02) Calame, Mara D. Senior Vice President, State Street Research Boston, MA Senior Vice President, Assistant Clerk and Counsel Investment Services, Inc. Assistant Secretary, Assistant Secretary State Street Research Boston, MA and Counsel Institutional Funds (Vice President until 4/02) Callahan, Michael None Vice President Carley, Linda C. Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Assistant Secretary State Street Research Boston, MA Institutional Funds Carstens, Linda C. Senior Vice President State Street Research Boston, MA Senior Vice President Investment Services, Inc. (Vice President until 4/02) Clay, Janet L. Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Vice President (Until 10/01) John Hancock Funds Boston, MA Clifford, Jr., Paul J. Vice President State Street Research Boston, MA Senior Vice President Tax-Exempt Trust Coleman, Thomas J. None Managing Director (Senior Vice President until 4/02) (Vice President until 10/00) Crane, George Senior Vice President Putnam Investments Boston, MA Senior Vice President (Until 12/01) 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. Senior Vice President, State Street Research Boston, MA Senior Vice President, Assistant Assistant Clerk and Counsel Investment Services, Inc. Secretary and Counsel (Vice President until 4/02) Assistant Secretary State Street Research Boston, MA Capital Trust Assistant Secretary State Street Research Boston, MA Exchange Trust Assistant Secretary State Street Research Boston, MA Growth Trust Assistant Secretary State Street Research Boston, MA Master Investment Trust Assistant Secretary State Street Research Boston, MA Securities Trust Assistant Secretary State Street Research Boston, MA Equity Trust Assistant Secretary State Street Research Boston, MA Financial Trust Assistant Secretary State Street Research Boston, MA Income Trust Assistant Secretary State Street Research Boston, MA Money Market Trust Assistant Secretary State Street Research Boston, MA Tax-Exempt Trust Davis, Richard S. Chairman, President and Chief State Street Research Boston, MA Director, Chairman of Executive Officer Equity Trust the Board, President Chairman, President and Chief State Street Research Boston, MA and Chief Executive Executive Officer Income Trust Officer Chairman, President and Chief State Street Research Boston, MA Executive Officer Tax-Exempt Trust Chairman, President and Chief State Street Research Boston, MA Executive Officer Capital Trust Chairman, President and Chief State Street Research Boston, MA Executive Officer Exchange Trust Chairman, President and Chief State Street Research Boston, MA Executive Officer Growth Trust Chairman, President and Chief State Street Research Boston, MA Executive Officer Master Investment Trust Chairman, President and Chief State Street Research Boston, MA Executive Officer Institutional Funds Chairman, President and Chief State Street Research Boston, MA Executive Officer Securities Trust Chairman, President and Chief State Street Research Boston, MA Executive Officer Money Market Trust Chairman, President and Chief State Street Research Boston, MA Executive Officer Financial Trust Chairman, President and Chief State Street Research Boston, MA Executive Officer Investment Services, Inc. President and Chief Executive SSRM Holdings, Inc. Boston, MA Officer Senior Vice President Metropolitan Life New York, NY (until 10/00) Insurance Company
C-7
PRINCIPAL BUSINESS NAME CONNECTION ORGANIZATION ADDRESS OF ORGANIZATION - ---- ---------- ------------ ----------------------- Davis, Robert D. Vice President Wellington Management Boston, MA Senior Vice President (Until 3/01) Company (Vice President until 4/02) D'Vari, Ronald None Managing Director (Senior Vice President until 4/02) De Luna, John (Juan) Principal State Street Boston, MA Senior Vice President (Until 3/01) Global Advisors Senior Vice President State Street Research Boston, MA Investment Services, Inc. Depp, Maureen G. Vice President State Street Research Boston, MA Managing Director Securities Trust (Senior Vice President until 4/02) (Vice President until 4/01) Vice President State Street Research Boston, MA Institutional Funds DeVeuve, Donald Vice President State Street Research Boston, MA Senior Vice President Income Trust (Vice President until 4/02) State Street Research Boston, MA Securities Trust State Street Research Boston, MA Institutional Funds DiVasta, Vincent Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Dudley, Catherine Vice President State Street Research Boston, MA Senior Vice President Capital Trust Ebel, Bruce A. Vice President State Street Research Boston, MA Senior Vice President Institutional Funds Vice President State Street Research Boston, MA Financial Trust Etcheverry, Mirren Senior Vice President Credit Agricole Asset Boston, MA Senior Vice President (until 12/01) Management Evascu, Caroline Vice President SG Cowen Asset New York, NY Vice President (until 8/01) Management Even, Karen L. Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Fahey, Lawrence L. Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Fechter, Michael Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Vice President (Until 4/01) Standish, Ayer & Wood Boston, MA Federoff, Alex G. Senior Vice President State Street Research Boston, MA Senior Vice President Investment Services, Inc. Feliciano, Rosalina Vice President State Street Research Boston, MA Senior Vice President Income Trust (Vice President until 4/02) State Street Research Boston, MA Securities Trust State Street Research Boston, MA Institutional Funds Feeney, Kimberley Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Ficco, Bonnie A. Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Fleno, Phyllis A. None Vice President Fochtman, Jr., Leo None Vice President Forcione, Anthony F. None Vice President Frank, Christopher Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Vice President State Street Global Boston, MA Advisors Frey, Kenneth None Senior Vice President (Vice President until 4/02)
C-8
PRINCIPAL BUSINESS NAME CONNECTION ORGANIZATION ADDRESS OF ORGANIZATION - ---- ---------- ------------ ----------------------- Gallivan Jr., Edward T. Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Assistant Treasurer State Street Research Boston, MA Equity Trust Assistant Treasurer State Street Research Boston, MA Financial Trust Assistant Treasurer State Street Research Boston, MA Income Trust Assistant Treasurer State Street Research Boston, MA Money Market Trust Assistant Treasurer State Street Research Boston, MA Tax-Exempt Trust Assistant Treasurer State Street Research Boston, MA Capital Trust Assistant Treasurer State Street Research Boston, MA Exchange Trust Assistant Treasurer State Street Research Boston, MA Growth Trust Assistant Treasurer State Street Research Boston, MA Master Investment Trust Assistant Treasurer State Street Research Boston, MA Securities Trust Assistant Treasurer State Street Research Boston, MA Institutional Funds Garrelick, Jenine K. Vice President State Street Research Boston, MA Vice President Investment Services, Inc. (Asst. Vice President until 4/02) Godfrey, Allison Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Goodman, Stephanie B. Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Govoni, Electra None Senior Vice President (Vice President until 4/02) Grace, Evan S. Vice President State Street Research Boston, MA Vice President Institutional Funds Gray, Nancy Spalding Vice President Scudder-Kemper Boston, MA Vice President (until 8/00) Investments Hadelman, Peter J. Vice President Pioneer Investment Boston, MA Vice President (until 5/00) Management Vice President State Street Research Boston, MA Investment Services, Inc. Haggerty, Bryan D. None Vice President Hagstrom, Thomas W. Vice President Lehman Brothers Boston, MA Senior Vice President (Until 7/01) (Vice President until 4/02) Hamilton, Jr., William A. Treasurer and Director Ellis Memorial and Boston, MA Senior Vice President Eldredge House Treasurer and Director Nautical and Aviation Baltimore, MD Publishing Company, Inc. Treasurer and Director North Conway Institute Boston, MA Harrington, Heidi Senior Vice President State Street Research Boston, MA Senior Vice President Investment Services, Inc. (Vice President until 4/02) Vice President Fleet Investment Boston, MA (Until 5/00) Management Hasson, Ira P. Senior Vice President State Street Research Boston, MA Senior Vice President Investment Services, Inc. (Vice President until 4/02) Haverty, Jr., Lawrence J. None Managing Director (Senior Vice President until 4/02) Heineke, George R. None Vice President Hickman, Joanne Managing Director State Street Research Boston, MA Managing Director Investment Services, Inc. (Senior Vice President until 4/02) Holland, Thomas Managing Director State Street Research Boston, MA Managing Director Investment Services, Inc. (Senior Vice President until 4/02) (Vice President Until 4/01)
C-9
PRINCIPAL BUSINESS NAME CONNECTION ORGANIZATION ADDRESS OF ORGANIZATION - ---- ---------- ------------ ----------------------- Irvine, William A. Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Director (Until 7/00) FleetBoston Financial Boston, MA Kallis, John H. Vice President State Street Research Boston, MA Senior Vice President Financial Trust Vice President State Street Research Boston, MA Income Trust Vice President State Street Research Boston, MA Money Market Trust Vice President State Street Research Boston, MA Tax-Exempt Trust Vice President State Street Research Boston, MA Securities Trust Trustee 705 Realty Trust Washington, D.C. Kasper, M. Katherine Senior Vice President State Street Research Boston, MA Senior Vice President Investment Services, Inc. (Vice President until 4/02) Kayajanian, Jeffrey D. Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Regional Vice President ReliaStar Retirement Minneapolis, MN (Until 7/00) Plans Keelan, David E. None Vice President Kiessling, Dyann H. None Vice President Kitterman, Melissa B. None Vice President (Asst. Vice President until 4/02) Krauss, Clifford Managing Director Trust Company of the West Los Angeles, CA Managing Director (until 8/00) (Senior Vice President until 4/02) Vice President State Street Research Boston, MA Institutional Funds Lafferty, David F. Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Senior Investment Strategist Metropolitan Life New York, NY (Until 4/01) Insurance Company Langholm, Knut Vice President State Street Research Boston, MA Senior Vice President Institutional Funds Leary, Eileen M. None Senior Vice President (Vice President until 4/02) Ledbury, Richard D. Senior Vice President State Street Research Boston, MA Senior Vice President Investment Services, Inc. (Vice President until 4/02) Leese, Reginald Portfolio Manager Citizens Bank Boston, MA Senior Vice President (until 6/00) (Vice President until 4/02) Loew, Christopher R. Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Assistant Vice President Putnam Investments Boston, MA (Until 2/01) Loizeaux, Stephen Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Director MetLife, Taft Hartley New York, NY (Until 4/01) Services Lomasney, Mary T. Senior Vice President State Street Research Boston, MA Senior Vice President Investment Services, Inc. (Vice President until 4/02) Lombardo, John S. Managing Director State Street Research Boston, MA Managing Director and Chief Financial Officer Investment Services, Inc. and Chief Financial Officer Vice President State Street Research Boston, MA (Executive Vice President until 4/02) Capital Trust Vice President State Street Research Boston, MA Equity Trust Vice President State Street Research Boston, MA Exchange Trust Vice President State Street Research Boston, MA Financial Trust Vice President State Street Research Boston, MA Growth Trust Vice President State Street Research Boston, MA Income Trust Vice President State Street Research Boston, MA Master Investment Trust Vice President State Street Research Boston, MA Money Market Trust Vice President State Street Research Boston, MA Securities Trust Vice President State Street Research Boston, MA Tax-Exempt Trust Vice President State Street Research Boston, MA Institutional Funds Senior Vice President Metropolitan Property and Warwick, RI (Until 7/01) Casualty Insurance Co.
C-10
PRINCIPAL BUSINESS NAME CONNECTION ORGANIZATION ADDRESS OF ORGANIZATION - ---- ---------- ------------ ----------------------- Lord, Peter D. Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Vice President New England Financial Boston, MA Lubas, Amy C. None Vice President Markel, Gregory S. None Vice President Marsh, Eleanor H. Portfolio Manager Evergreen Investment Boston, MA Senior Vice President (Until 3/00) Management Company (Vice President until 4/02) Vice President State Street Research Boston, MA Financial Trust Vice President State Street Research Boston, MA Growth Trust Martin, Gloria J. None Vice President McGrath, Ann E. None Vice President McKenna, Barbara Director Standish, Ayer & Boston, MA Managing Director (Until 7/01) Wood (Senior Vice President until 4/02) Vice President (Until 11/00) McKown, Elizabeth G. Managing Director State Street Research Boston, MA Managing Director Investment Services, Inc. (Senior Vice President until 4/02) (Vice President until 10/00) McNamara, III, Francis J. Managing Director, State Street Research Boston, MA Managing Director, Clerk and General Counsel Investment Services, Inc. Secretary and General Counsel Secretary and General Counsel State Street Research Boston, MA (Executive Vice President until 4/02) Master Investment Trust Secretary and General Counsel State Street Research Boston, MA Capital Trust Secretary and General Counsel State Street Research Boston, MA Exchange Trust Secretary and General Counsel State Street Research Boston, MA Growth Trust Secretary and General Counsel State Street Research Boston, MA Securities Trust Secretary and General Counsel State Street Research Boston, MA Equity Trust Secretary and General Counsel State Street Research Boston, MA Financial Trust Secretary and General Counsel State Street Research Boston, MA Income Trust Secretary and General Counsel State Street Research Boston, MA Money Market Trust Secretary and General Counsel State Street Research Boston, MA Tax-Exempt Trust Secretary and General Counsel SSRM Holdings, Inc. Boston, MA Secretary and General Counsel State Street Research Boston, MA Institutional Funds Director SSR Pegasus Funds Luxembourg Monahan, Kenneth Director Standish, Ayer & Boston, MA Vice President (until 9/01) Wood Vice President State Street Research Boston, MA Investment Services, Inc. Monks, David Vice President Zurich Scudder Investments Boston, MA Vice President (Until 4/01) Assistant Vice President Putnam Investments Andover, MA (Until 7/00) Moore, James Director 1838 Investment Boston, MA Vice President (until 4/00) Advisors, Inc. Morey, Andrew F. None Vice President Moran, Mary Ruth Managing Director State Street Research Boston, MA Managing Director Investment Services, Inc. (Executive Vice President until 4/02) President Precipio Partners Boston, MA (Until 4/01) (Formerly M R Moran & Co.) Mulligan, JoAnne C. None Senior Vice President O'Connell, Deidre M.E. Vice President State Street Research Boston, MA Vice President Investment Services, Inc. (Asst. Vice President until 4/02) O'Connor, Daniel W. Vice President State Street Research Boston, MA Vice President Investment Services, Inc. (Asst. Vice President until 4/02)
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 Managing Director (Senior Vice President until 4/02) (Vice President until 4/00) Ragsdale, Jr., E.K. Easton None Managing Director (Senior Vice President until 4/02) Rawlins, Jeffrey A. Vice President State Street Research Boston, MA Managing Director Institutional Funds (Senior Vice President until 4/02) Refojo, Michael F. Senior Vice President Scudder Kemper Boston, MA Managing Director (Until 12/00) Investments (Senior Vice President until 4/02) Reilly, David C. Senior Vice President Prudential Newark, NJ Senior Vice President (Until 6/01) Investments Reiser, Jennifer Vice President State Street Research Boston, MA Vice President Investment Services, Inc. (Asst. Vice President until 4/02) Rice III, Daniel Joseph Vice President State Street Research Boston, MA Managing Director Equity Trust (Senior Vice President until 4/02) Rolnick, Michael A. None Vice President Romich, Douglas A. Treasurer State Street Research Boston, MA Senior Vice President Equity Trust and Treasurer Treasurer State Street Research Boston, MA Financial Trust Treasurer State Street Research Boston, MA Income Trust Treasurer State Street Research Boston, MA Money Market Trust Treasurer State Street Research Boston, MA Tax-Exempt Trust Treasurer State Street Research Boston, MA Capital Trust Treasurer State Street Research Boston, MA Exchange Trust Treasurer State Street Research Boston, MA Growth Trust Treasurer State Street Research Boston, MA Institutional Funds Treasurer State Street Research Boston, MA Master Investment Trust Treasurer State Street Research Boston, MA Securities Trust Vice President and SSRM Holdings, Inc. Boston, MA Assistant Treasurer Senior Vice President and State Street Research Boston, MA Treasurer Investment Services, Inc. Ryan, Michael J. None Senior Vice President Sakala, Michael L. Vice President Zurich Scudder Investments Boston, MA Vice President (Until 1/02) Vice President Putnam Investments Boston, MA (Until 4/01) Shean, William G. None Senior Vice President 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 Boston, MA Vice President Investment Services, Inc. Assistant Secretary State Street Research Boston, MA Capital Trust Assistant Secretary State Street Research Boston, MA Exchange Trust Assistant Secretary State Street Research Boston, MA Growth Trust Assistant Secretary State Street Research Boston, MA Master Investment Trust Assistant Secretary State Street Research Boston, MA Securities Trust Assistant Secretary State Street Research Boston, MA Equity Trust Assistant Secretary State Street Research Boston, MA Financial Trust Assistant Secretary State Street Research Boston, MA Income Trust Assistant Secretary State Street Research Boston, MA Money Market Trust Assistant Secretary State Street Research Boston, MA Tax-Exempt Trust Smith, James Director of Customer Service Brown and Company Boston, MA Senior Vice President (until 11/17/00) Securities Corporation (Vice President until 4/02) Vice President State Street Research Boston, MA Investment Services, Inc. Somers, Todd Vice President State Street Research Boston, MA Vice President Investment Services, Inc. St. John, Scott Vice President Eaton Vance Management Boston, MA Vice President (Until 2/01) Stambaugh, Kenneth D. None Senior Vice President (Vice President until 4/02) Stolberg, Thomas B. None Vice President Strelow, Daniel R. Vice President State Street Research Boston, MA Managing Director Institutional Funds Chief Investment Officer- Fixed Income (Executive Vice President until 4/02) (Senior Vice President Until 3/01) Swanson, Amy McDermott None Managing Director (Senior Vice President until 4/02) Synnestvedt, Jared A. Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Director of Sales MetLife Investment Boston, MA (Until 4/01) Partners Asst. Vice President Putnam Investments Boston, MA (Until 7/00) Thorndike, Benjamin W. Managing Director Scudder-Kemper Boston, MA Managing Director (until 7/00) Investments (Senior Vice President until 4/02) Senior Vice President State Street Research Boston, MA Investment Services, Inc. Vice President State Street Research Boston, MA Institutional Funds Tice, Robyn S. None Managing Director (Senior Vice President until 4/02) (Vice President until 10/00) Trebino, Anne M. Vice President SSRM Holdings, Inc. Boston, MA Managing Director (Senior Vice President until 4/02) 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 Boston, MA Senior Vice President Investment Services, Inc. Director-New Prod. Dev. MetLife Investments Convent Station, NJ (Until 4/01) Wallace, Julie K. None Vice President Walsh III, Denis J. None Managing Director (Vice President until 4/02) Walsh, Tucker Vice President State Street Research Boston, MA Managing Director Capital Trust (Vice President until 4/02) Wardwell, Samuel Vice President Wellington Management Boston, MA Managing Director (until 8/00) Company (Senior Vice President until 4/02)
C-13
PRINCIPAL BUSINESS NAME CONNECTION ORGANIZATION ADDRESS OF ORGANIZATION - ---- ---------- ------------ ----------------------- Weiss, James M. Vice President State Street Research Boston, MA Director and Managing Director Exchange Trust (Executive Vice President until 4/02) Vice President State Street Research Boston, MA Financial Trust Vice President State Street Research Boston, MA Growth Trust Vice President State Street Research Boston, MA Institutional Funds Vice President State Street Research Boston, MA Securities Trust Vice President State Street Research Boston, MA Capital Trust Vice President State Street Research Boston, MA Equity Trust Vice President State Street Research Boston, MA Income Trust Vice President State Street Research Boston, MA Master Investment Trust Vice President State Street Research Boston, MA Institutional Funds Director State Street Research Boston, MA Investment Services, Inc. Welch, Timothy M. None Vice President Westvold, Elizabeth McCombs Vice President State Street Research Boston, MA Managing Director Institutional Funds (Senior Vice President until 4/02) Vice President State Street Research Boston, MA Securities Trust Wilkins, Kevin N. Managing Director State Street Research Boston, MA Managing Director (Executive Vice President Investment Services, Inc. (Executive Vice President until 4/02) until 4/02) Wilson, John T. Vice President State Street Research Boston, MA Managing Director Master Investment Trust (Senior Vice President until 4/02) Wipf, Barbara None Vice President Wong, David Senior Vice President Paine Webber/ New York, NY Senior Vice President (until 4/01) UBS Warburg (Vice President until 4/02) Woodworth, Jr., Kennard Vice President State Street Research Boston, MA Senior Vice Exchange Trust President Vice President State Street Research Boston, MA Financial Trust Vice President State Street Research Boston, MA Growth Trust Vice President State Street Research Boston, MA Securities Trust Vice President State Street Research Boston, MA Institutional Funds
C-14
PRINCIPAL BUSINESS NAME CONNECTION ORGANIZATION ADDRESS OF ORGANIZATION - ---- ---------- ------------ ----------------------- Xie, Erin Vice President State Street Research Boston, MA Vice President Associate Investment Services, Inc. (Until 3/01) Sanford Bernstein New York, NY Yalamanchili, Kishore K. None Senior Vice President (Vice President until 4/02) Yu, Mandy Vice President State Street Research Boston, MA Vice President Investment Services, Inc. Zuger, Peter A. Vice President State Street Research Boston, MA Managing Director Equity Trust (Senior Vice President until 4/02) Vice President State Street Research Boston, MA Securities Trust Zhu, Kevin Vice President Zurich Scudder Boston, MA Vice President (Until 6/01) Investments, Inc.
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 John S. Lombardo Managing Director and Vice President Chief Financial Officer Christopher C. Abbott Managing Director None Dennis C. Barghaan Managing Director None Amy F. Barnwell Managing Director None Joanne Hickman Managing Director None Thomas Holland Managing Director None Elizabeth G. McKown Managing Director None Francis J. McNamara, III Managing Director, Secretary Clerk and General Counsel Mary Ruth Moran Managing Director None and Head of Information Technology and Administration and Operations Michael F. Refojo Managing Director None Benjamin W. Thorndike Managing Director None Kevin N. Wilkins Managing Director None Peter Borghi Senior Vice President None Mara D. Calame Senior Vice President, None Assistant Clerk and Counsel Linda C. Carstens Senior Vice President None George H. Crane Senior Vice President None Terrence J. Cullen Senior Vice President, Assistant Secretary Assistant Clerk and Counsel 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 Heidi Harrington Senior Vice President None Ira P. Hasson Senior Vice President None M. Katherine Kasper Senior Vice President None Richard C. Ledbury Senior Vice President None Mary T. Lomasney Senior Vice President None Douglas A. Romich Senior Vice President Treasurer and Treasurer James Smith Senior Vice President None Jon P. Wagenseller Senior Vice President None Christopher P. Austin Vice President None Marilyn O. Boss Vice President None Daniel F. Bradford Vice President None Thomas Bruno Vice President None Linda C. Carley Vice President None Vincent DiVasta Vice President None Karen L. Even Vice President None Lawrence L. Fahey 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 Jenine K. Garrelick Vice President None Allison Godfrey Vice President None Stephanie B. Goodman Vice President None Peter J. Hadelman Vice President None William A. Irvine Vice President None Jeffrey D. Kayajanian Vice President None David F. Lafferty Vice President None Christopher R. Loew Vice President None Stephen Loizeaux Vice President None Peter D. Lord Vice President None Kenneth Monahan Vice President None David Monks Vice President None Dierdre M. E. O'Connell Vice President None Daniel W. O'Connor, III Vice President None Jennifer Reiser Vice President None Michael Sakala Vice President None Amy L. Simmons Vice President Assistant Secretary Todd W. Somers Vice President None Nancy Spalding Gray Vice President None Jared A. Synnestvedt Vice President None Mandy M. 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 12/31/99 12/31/00 12/31/01 - ---- -------- -------- -------- Large-Cap Growth Fund $85,271 $136,571 $169,701*
* Estimate 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. 41 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 12th day of July, 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 * ______________________________ Trustee James M. Storey *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. 38, filed May 31, 2002. -----END PRIVACY-ENHANCED MESSAGE-----