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As filed with the Securities and Exchange Commission
on May 31, 2000
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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. 10 [X]
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 27 [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 June 1, 2000 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:
[ ] This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
<PAGE>
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 incorporated by reference from
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.
<PAGE>
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) Form of Amendment No. 3 to First Amendment and
Restated Master Trust Agreement (9)
(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)
(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)
C-1
<PAGE>
(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 Technolgy Fund (9)
(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) Consent of PricewaterhouseCoopers LLP (10)
(12) Form of Subscription and Investment Letter with
respect to State Street Research Concentrated
International Fund and State Street Research
Technology Fund (9)
(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___________ (9)
(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)
(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
<PAGE>
**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
Items 24 through 30 are incorporated by reference from Post-Effective Amendment
No. 9 filed on April 27, 2000.
C-3
<PAGE>
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, 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-4
<PAGE>
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 of
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. 10 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 31st day of May, 2000.
STATE STREET RESEARCH GROWTH TRUST
By: *
-----------------------------
Gerard P. Maus
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
--------- --------
*
______________________________ Trustee, Chairman of
Gerard P. Maus the Board, President,
Chief Executive Officer
(principal executive
officer) and Treasurer (principal
financial and accounting
officer)
*
______________________________ Trustee
Bruce R. Bond
*
______________________________ Trustee
Steve A. Garban
<PAGE>
*
______________________________ 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, and
Post-Effective Amendment No. 8 filed
March 17, 2000.
<PAGE>
1933 Act Registration No. 33-55024
1940 Act 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. 10 [X]
and/or
REGISTRATION STATEMENT
UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 27 [X]
-------------------
STATE STREET RESEARCH GROWTH TRUST
(Exact Name of Registrant as Specified in
Master Trust Agreement)
---------------------
EXHIBITS
<PAGE>
INDEX TO EXHIBITS
(10)(b) Legal Opinion and Consent with respect to
State Street Research Concentrated International
Fund and State Street Research Technology Fund
