-----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, UtjA7y02IGLQeMcGxQ3qpmNALJYOpU1UyucA6K3PRvnx+vUmvFZdFfc8tzlMAOJL a/F79LK/XKjJUjPqPLhJFw== 0001047469-04-000012.txt : 20040102 0001047469-04-000012.hdr.sgml : 20040101 20040102111933 ACCESSION NUMBER: 0001047469-04-000012 CONFORMED SUBMISSION TYPE: 40-8F-M/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040102 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: 40-8F-M/A SEC ACT: 1940 Act SEC FILE NUMBER: 811-00985 FILM NUMBER: 04500448 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 40-8F-M/A 1 a2125716z40-8f_ma.txt 40-8F-M/A I. GENERAL IDENTIFYING INFORMATION 1. Reason fund is applying to deregister (check ONLY ONE; for descriptions, SEE Instruction 1 above): /X/ MERGER / / LIQUIDATION / / ABANDONMENT OF REGISTRATION (Note: Abandonments of Registration answer ONLY questions 1 through 15, 24 and 25 of this form and complete verification at the end of the form.) / / Election of status as a BUSINESS DEVELOPMENT COMPANY (Note: Business Development Companies answer ONLY questions 1 through 10 of this form and complete verification at the end of the form.) 2. Name of fund: State Street Research Growth Trust 3. Securities and Exchange Commission File No.: 811-985 4. Is this an initial Form N-8F or an amendment to a previously filed Form N-8F? / / Initial Application /X/ Amendment 5. Address of Principal Executive Office (include No. & Street, City, State, Zip Code): One Financial Center Boston, MA 02111 6. Name, address, and telephone number of individual the Commission staff should contact with any questions regarding this form: Daniel J. Igo State Street Research & Management Company One Financial Center Boston, MA 02111 (617) 357-1365 7. Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]: State Street Research & Management Company One Financial Center Boston, MA 02111 (617) 357-1200 NOTE: ONCE DEREGISTERED, A FUND IS STILL REQUIRED TO MAINTAIN AND PRESERVE THE RECORDS DESCRIBED IN RULES 31a-1 AND 31a-2 FOR THE PERIODS SPECIFIED IN THOSE RULES. 8. Classification of fund (check only one) /X/ Management company; / / Unit investment trust; or / / Face-amount certificate company. 1 9. Subclassification if the fund is a management company (check only one) /X/ Open-end / / Closed-end 10. State law under which the fund was organized or formed (E.G., Delaware, Massachusetts): Massachusetts 11. Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund's contracts with those advisers have been terminated: State Street Research & Management Company One Financial Center Boston, MA 02111 (adviser) 12. Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund's contracts with those underwriters have been terminated: State Street Research Investment Services, Inc. One Financial Center Boston, MA 02111 13. If the fund is a unit investment trust ("UIT") provide: N/A (a) Depositor's name(s) and address(es): (b) Trustee's name(s) and address(es): 14. Is there a UIT registered under the Act that served as a vehicle for investment in the fund (E.G., an insurance company separate account)? / / Yes /X/ No If Yes, for each UIT state: Name(s): File No.: 811-_______ Business Address: 15. (a) Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation of Abandonment of Registration? /X/ Yes / / No If Yes, state the date on which the board vote took place: October 7, 2002 If No, explain: (b) Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation of Abandonment of Registration? /X/ Yes / / No 2 If Yes, state the date on which the shareholder vote took place: February 21, 2003 If No, explain: II. DISTRIBUTIONS TO SHAREHOLDERS 16. Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation? /X/ Yes / / No (a) If Yes, list the date(s) on which the fund made those distributions: February 24, 2003 (b) Were the distributions made on the basis of net assets? /X/ Yes / / No (c) Were the distributions made PRO RATA based on share ownership? /X/ Yes / / No (d) If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated: (e) LIQUIDATIONS ONLY: Were any distributions to shareholders made in kind? / / Yes / / No If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders: 17. CLOSED-END FUNDS ONLY: Has the fund issued senior securities? / / Yes / / No If Yes, describe the method of calculating payments to senior securityholders and distributions to other shareholders: 18. Has the fund distributed ALL of its assets to the fund's shareholders? /X/ Yes / / No If No, (a) How many shareholders does the fund have as of the date this form is filed? (b) Describe the relationship of each remaining shareholder to the fund: 19. Are there any shareholders who have not yet received distributions in complete liquidation of their interests? / / Yes /X/ No If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders: 3 III. ASSETS AND LIABILITIES 20. Does the fund have any assets as of the date this form is filed? / / Yes /X/ No If Yes, (a) Describe the type and amount of each asset retained by the fund as of the date this form is filed: (b) Why has the fund retained the remaining assets? (c) Will the remaining assets be invested in securities? / / Yes / / No 21. Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities? / / Yes /X/ No If Yes, (a) Describe the type and amount of each debt or other liability: (b) How does the fund intend to pay these outstanding debts or other liabilities? IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION 22. (a) List the expenses incurred in connection with the Merger or Liquidation: (i) Legal expenses: $21,156.00 (ii) Accounting expenses: $4,025.00 (iii) Other expenses (list and identify separately): Proxy expenses: $17,596.00 (printing, distribution, solicitation) Edgar Filings: $3,039.00 (iv) Total expenses (sum of lines (i)-(iii) above): $45,816.00 (b) How were those expenses allocated? Ratably between State Street Research Large-Cap Growth Fund and the State Street Research Legacy Fund in proportion to their net assets. State Street Research Large-Cap Growth Fund (a series of State Street Research Growth Trust and managed by State Street Research & Management Company) reorganized as State Street Research Legacy Fund (a series of State Street Research Securities Trust and managed by State Street Research & Management Company). (c) Who paid those expenses? Expenses were paid ratably between State Street Research Large-Cap Growth Fund and the State Street Research Legacy Fund in proportion to their net assets, except that the costs of proxy materials and proxy solicitation with respect to shareholders of the State Street Research Large-Cap Growth Fund were borne by State Street Research Large-Cap Growth Fund. State Street Research Large-Cap Growth Fund (a series of State Street Research Growth Trust and managed by State Street Research & Management Company) reorganized as State Street Research Legacy Fund (a series of State Street Research Securities Trust and managed by State Street Research & Management Company). (d) How did the fund pay for unamortized expenses (if any)? There were no unamortized expenses 23. Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation? 4 / / Yes /X/ No If Yes, cite the release numbers of the Commission's notice and order or, if no notice or order has been issued, the file number and date the application was filed: V. CONCLUSION OF FUND BUSINESS 24. Is the fund a party to any litigation or administrative proceeding? / / Yes /X/ No If yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation: 25. Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs? / / Yes /X/ No If Yes, describe the nature and extent of those activities: VI. MERGERS ONLY 26. (a) State the name of the fund surviving the Merger: State Street Research Legacy Fund, a series of State Street Research Securities Trust (b) State the Investment Company Act file number of the fund surviving the Merger: 811-8322 (c) If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed: Agreement and Plan of Reorganization was filed with the definitive proxy (497 filing) on January 2, 2003 (File # 333-101344) (d) If the merger or reorganization agreement has NOT been filed with the Commission, provide a copy of the agreement as an exhibit to this form. 5 VERIFICATION The undersigned states that (i) he or she has executed this Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940 on behalf of State Street Research Growth Trust, (ii) he or she is the ---------------------------------- (Name of Fund) Assistant Secretary of State Street Research Growth Trust , and (iii) all - ------------------- ---------------------------------- (Title) (Name of Fund) actions by shareholders, directors, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The undersigned also states that the facts set forth in this Form N-8F application are true to the best of his or her knowledge, information, and belief. (Signature) /s/ Terrence J. Cullen ----------------------------------- Terrence J. Cullen 6 -----END PRIVACY-ENHANCED MESSAGE-----