-----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, JrGVqUzkWkS8NC2mS5KMSo5SI4ItCtmTY71eTjYUWLym3/qzJPYIk7udTOq7nxGQ Wp74/pnVKDVJetAQQkWDBA== 0000950146-01-000009.txt : 20010212 0000950146-01-000009.hdr.sgml : 20010212 ACCESSION NUMBER: 0000950146-01-000009 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010209 EFFECTIVENESS DATE: 20010209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STATE STREET RESEARCH GROWTH TRUST CENTRAL INDEX KEY: 0000034918 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 046013177 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 033-55024 FILM NUMBER: 1529703 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 811-00985 FILM NUMBER: 1529704 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: STATE STREET GROWTH TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: STATE STREET GROWTH FUND INC DATE OF NAME CHANGE: 19890827 FORMER COMPANY: FORMER CONFORMED NAME: FEDERAL STREET FUND INC DATE OF NAME CHANGE: 19830503 485BPOS 1 0001.txt ASSET FUND 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 February 9, 2001 - -------------------------------------------------------------------------------- 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. 17 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 34 [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 March 11, 2001 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 Prospectuses and Statement of Additional Information for the State Street Research Concentrated International Fund series and the State Street Research Technology Fund series of the Registrant are included in Post-Effective Amendment No. 8 filed on March 17, 2000. The Prospectus and Statement of Additional Information for the State Street Research Growth Fund series of the Registrant are included in Post-Effective Amendment No. 9 filed on April 27, 2000. 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 (12) (1)(d) Form of Amendment No. 4 to First Amended and Restated Master Trust Agreement (12) (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 (12) (6)(g) Form of Letter Agreement relating to expenses with respect to State Street Research Asset Fund (12) 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 (12) (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(11) (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 Growth Fund (10) (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 (12) (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 Gerard P. Maus (14) (18)(e) Power of Attorney for Richard S. Davis (13) (19)(a) New Account Application (8) (19)(b) Additional Services Application (8) (19)(c) MetLife Securities, Inc.--New Account Application (8) (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 April 27, 2000 No. 9 11 Post-Effective Amendment May 31, 2000 No. 10 12 Post-Effective Amendment July 7, 2000 No. 11 13 Post-Effective Amendment November 16, 2000 No. 14 14 Post-Effective Amendment December 15, 2000 No. 15
C-3 Item 24. Persons Controlled by or under Common Control with Registrant Inapplicable 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. Senior Managing Director Pioneer Investment Mgmt. Boston, MA Executive Vice President (until 10/99) 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 Vice President Fleet Investment Advisors Boston, MA Vice President (until 9/99) Bigley, Gary M. None Vice President Bochman, Kathleen M. None Senior Vice President (Vice President until 10/00) Borzilleri, John Vice President State Street Research Financial Trust Boston, MA Senior Vice President Bray, Michael J. None Senior Vice President Brezinski, Karen None Vice President Brown, Susan H. None Vice President Bruno, Thomas Vice President State Street Research Investment Service, Inc. Boston, MA Vice President Assistant Vice President Phoenix Investment Partners Hartford, CT
C-6
Principal business Name Connection Organization address of organization - ---- ---------- ------------ ----------------------- Buffum, Andrea L. None Vice President Burbank, John F. None 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 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) 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 - ---- ---------- ------------ ----------------------- D'Vari, Ronald None Senior Vice President Depp, Maureen G. None Vice President DeVeuve, Donald None Vice President DiVasta, Vincent None 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. Senior Vice President Vice President Loomis, Sayles & Company, L.P. Chicago, IL (since 3/99) Vice President State Street Research Institutional Funds Boston, MA Vice President State Street Research Financial Trust Boston, MA Even, Karen L. None Vice President Fazo, Steven A. None Vice President Federoff, Alex G. None Senior Vice President (Vice President until 4/00) Feliciano, Rosalina None Vice President Feeney, Kimberley Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Ficco, Bonnie A. None Vice President Fochtman, Jr., Leo None Vice President Forcione, Anthony F. None Frey, Kenneth Analyst The Boston Company Boston, MA Vice President (until 10/99) Frank, Christopher Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Vice President State Street Global Advisors Boston, MA Gallivan Jr., Edward T. Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Gardner, Michael D. None Senior Vice President
C-8
Principal business Name Connection Organization address of organization - ---- ---------- ------------ ----------------------- 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 None 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) Haggerty, Bryan D. None Vice President 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 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 Putnam Investments Boston, MA Vice President (until 6/99) Senior Vice President State Street Research Investment Services, Inc. Boston, MA 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 Jackson, Jr., F. Gardner Vice President State Street Research Equity Trust Boston, MA Senior Vice President Trustee Certain trusts of related and non-related individuals Trustee and Chairman of the Vincent Memorial Hospital Boston, MA Board
C-9
Principal business Name Connection Organization address of organization - ---- ---------- ------------ ------------------------ 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 Keelan, David E. Vice President Kiessling, Dyann H. Vice President State Street Research Money Market Trust Boston, MA Vice President Kluiber, Rudolph K. Vice President State Street Research Capital Trust Boston, MA Senior Vice President Krauss, Clifford Managing Director Trust Company of the West Los Angeles, CA Senior Vice President (until 8/00) Langholm, Knut Director SSR Pegasus Funds Luxembourg Senior Vice President (Vice President until 4/99) 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) Lomasney, Mary T. None Vice President 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) Marinella, Mark A. Vice President State Street Research Institutional Funds Boston, MA Senior Vice President
C-10
Principal business Name Connection Organization address of organization - ---- ---------- ------------ ----------------------- Markel, Gregory S. None Vice President Marsh, Eleanor H. Portfolio Manager Evergreen Investment Management Company Boston, MA Vice President (Until 3/00) Maus, Gerard P. Treasurer State Street Research Equity Trust Boston, MA Executive Vice Treasurer State Street Research Income Trust Boston, MA President, Treasurer State Street Research Capital Trust Boston, MA Treasurer, Chief Treasurer State Street Research Tax-Exempt Trust Boston, MA Chief Financial Treasurer State Street Research Exchange Trust Boston, MA Officer, Chief Treasurer State Street Research Growth Trust Boston, MA Administrative Treasurer State Street Research Master Investment Trust Boston, MA Officer and Treasurer State Street Research Institutional Funds Boston, MA Director Treasurer State Street Research Securities Trust Boston, MA (Interim Chief Treasurer State Street Research Money Market Trust Boston, MA Operating Officer, Treasurer State Street Research Financial Trust Boston, MA 5/00-10/00) Director, Chief Financial State Street Research Investment Services, Inc. Boston, MA Officer, Chief Administrative Officer and Treasurer Director Metric Holdings, Inc. San Francisco, CA Director Certain wholly-owned subsidiaries of Metric Holdings, Inc. Treasurer and Chief SSRM Holdings, Inc. Boston, MA Financial Officer Director SSR Pegasus Funds Luxembourg McGrath, Ann E. None Vice President 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 Moore, James Director 1838 Investment Advisors, Inc. Boston, MA Vice President (until 4/00)
C-11
Principal business Name Connection Organization address of organization - ---- ---------- ------------ ----------------------- Moore, Jr., Thomas P. Vice President State Street Research Financial Trust Boston, MA Senior Vice Vice President State Street Research Equity 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 Mulligan, JoAnne C. None Senior Vice President Paddon, Steven W. Vice President State Street Research Investment Services, Inc. Boston, MA Vice President Pannell, James C. Vice President State Street Research Institutional Funds Boston, MA Executive Vice President Peters, Kim M. Vice President State Street Research Securities Trust Boston, MA Senior Vice President Vice President State Street Research Institutional Funds Boston, MA Vice President State Street Research Income Trust Boston, MA Pierce, James D. None Vice President 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 Ransom, Clifford F. None 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 Rice III, Daniel Joseph Vice President State Street Research Equity Trust Boston, MA Senior Vice President Rolnick, Michael A. None Vice President
C-12
Principal business Name Connection Organization address of organization - ---- ---------- ------------ ----------------------- Romich, Douglas A. Assistant Treasurer State Street Research Equity Trust Boston, MA Senior Vice President Assistant Treasurer State Street Research Financial Trust Boston, MA and Assistant Assistant Treasurer State Street Research Income Trust Boston, MA Treasurer 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 Institutional Funds Boston, MA Assistant Treasurer State Street Research Master Investment Trust Boston, MA Assistant 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 Sanderson, Derek 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 Shively, Thomas A. Vice President State Street Research Financial Trust Boston, MA Executive Vice Vice President State Street Research Income Trust Boston, MA President Vice President State Street Research Money Market Trust Boston, MA (Director until Vice President State Street Research Tax-Exempt Trust Boston, MA (7/00) Vice President State Street Research Institutional Funds Boston, MA Vice President State Street Research Securities Trust Boston, MA Shoemaker, Richard D. None Senior Vice President Silverstein, Jill None Vice President Simi, Susan None Vice President
C-13
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) Assistant Vice President Putnam Investments Andover, MA (until 4/1/99) Vice President State Street Research Investment Services, Inc. Boston, MA Stambaugh, Kenneth D. None Vice President Stolberg, Thomas B. None Vice President Strelow, Daniel R. None Senior Vice President Swanson, Amy McDermott Vice President State Street Research Institutional Funds Boston, MA Senior Vice President Thorndike, Benjamin W. Managing Director Scudder-Kemper Investments Boston, MA Senior Vice President (until 7/00) 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) 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-14
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 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 Wing, Darman A. Senior Vice President, State Street Research Investment Services, Inc. Boston, MA Senior Vice President, Assistant Clerk & Assistant Assistant Secretary General Counsel and Assistant Assistant Secretary and State Street Research Capital Trust Boston, MA General Counsel Assistant General Counsel Assistant Secretary and State Street Research Exchange Trust Boston, MA Assistant General Counsel Assistant Secretary and State Street Research Growth Trust Boston, MA Assistant General Counsel Assistant Secretary and State Street Research Master Investment Trust Boston, MA Assistant General Counsel Assistant Secretary and State Street Research Securities Trust Boston, MA Assistant General Counsel Assistant Secretary and State Street Research Equity Trust Boston, MA Assistant General Counsel Assistant Secretary and State Street Research Financial Trust Boston, MA Assistant General Counsel Assistant Secretary and State Street Research Income Trust Boston, MA Assistant General Counsel Assistant Secretary and State Street Research Money Market Trust Boston, MA Assistant General Counsel Assistant Secretary and State Street Research Tax-Exempt Trust Boston, MA Assistant General Counsel Assistant Secretary and SSRM Holdings, Inc. Boston, MA Assistant General Counsel
C-15
Principal business Name Connection Organization address of organization - ---- ---------- ------------ ----------------------- Woodbury, Robert S. Vice President State Street Research Investment Services, Inc. Boston, MA Vice President 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 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 President
C-16 M:\N1A\Master Item 26 for N-1As.doc 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:
(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, One Financial Center President and Chief President and Chief Boston, MA 02111 Executive Officer Executive Officer Gerard P. Maus Executive Vice President, Treasurer One Financial Center Chief Financial Officer, Boston, MA 02111 Chief Administrative Officer and Treasurer James M. Weiss Director Vice President One Financial Center Boston, MA 02111 Francis J. McNamara, III Executive Vice Secretary One Financial Center President, Clerk and Boston, MA 02111 General Counsel Kevin Wilkins Executive Vice None One Financial Center President Boston, MA 02111 Dennis C. Barghaan Senior Vice President None One Financial Center Boston, MA 02111 Amy F. Barnwell Senior Vice President None One Financial Center Boston, MA 02111 Peter Borghi Senior Vice President None One Financial Center Boston, MA 02111
C-17
(1) (2) (3) Positions Name and Principal and Offices Positions and Offices Business Address with Underwriter with Registrant ------------------ ---------------- --------------------- Joanne Hickman Senior Vice Presidnet None One Financial Center Boston, MA 02111 Thomas Holland Senior Vice President None One Financial Center Boston, MA 02111 Elizabeth G. McKown Senior Vice President None One Financial Center Boston, MA 02111 Douglas A. Romich Senior Vice President Assistant Treasurer One Financial Center and Assistant Treasurer Boston, MA 02111 Darman A. Wing Senior Vice President, Assistant Secretary One Financial Center Assistant Clerk and Boston, MA 02111 Assistant General Counsel Thomas Bruno Vice President None One Financial Center Boston, MA 02111 Mara D. Calame Vice President, None One Financial Center Assistant Clerk and Boston, MA 02111 Counsel Linda Cook Carley Vice President None One Financial Center Boston, MA 02111 Linda C. Carstens Vice President None One Financial Center Boston, MA 02111 Terrence J. Cullen Vice President, None One Financial Center Assistant Clerk Boston, MA 02111 and Counsel Kimberley Feeney Vice President None One Financial Center Boston, MA 02111 Christopher Frank Vice President None One Financial Center Boston, MA 02111 Edward T. Gallivan, Jr. Vice President None One Financial Center Boston, MA 02111 Stephanie B. Goodman Vice President None One Financial Center Boston, MA 02111 Nancy Spalding Gray Vice President None One Financial Center Boston, MA 02111 Ira P. Hasson Vice President None One Financial Center Boston, MA 02111 Robert J. Holmes Vice President None One Financial Center Boston, MA 02111 M. Katherine Kasper Vice President None One Financial Center Boston, MA 02111 Jeffrey D. Kayajanian Vice President None One Financial Center Boston, MA 02111 Richard C. Ledbury Vice President None One Financial Center Boston, MA 02111 Peter D. Lord Vice President None One Financial Center Boston, MA 02111 Stephen W. Paddon Vice President None One Financial Center Boston, MA 02111 Amy L. Simmons Vice President Assistant Secretary One Financial Center Boston, MA 02111 James Smith Vice President None One Financial Center Boston, MA 02111 Angela L. Winandy Vice President None One Financial Center Boston, MA 02111 Robert S. Woodbury Vice President None One Financial Center Boston, MA 02111
C-18 Item 28. Location of Accounts and Records Gerard P. Maus 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 12/31/97 12/31/98 12/31/99 - ---- -------- -------- ------- Growth Fund $33,395 $54,660 $85,271
- ----------------- 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) The Registrant has elected to include the information required by Item 5A of Form N-1A in its annual report to shareholders. The Registrant undertakes to furnish each person to whom a prospectus is delivered with a copy of the applicable fund's latest annual report to shareholders upon request and without charge. C-19 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-20 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. 17 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 9th day of February, 2001. 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 Gerard P. Maus 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. 15 filed December 15, 2000. -----END PRIVACY-ENHANCED MESSAGE-----