SUBSCRIPTION and INVESTMENT LETTER
[Effective date]
To: State Street Research Growth Trust
One Financial Center
Boston, MA 02111-2690
The undersigned hereby subscribes to one share (the "Share") each of Class
A, Class B(1), Class B, Class C and Class S of beneficial interest of State
Street Research Asset Fund (referred to herein as the "Fund"), having a par
value of $.001, at a price of $____ per share and agrees to pay therefor upon
demand in cash the amount of $____.
In connection with your sale of the above shares to us, we hereby confirm
that we are acquiring the Share for investment for our own account as the sole
beneficial owner thereof, and not with a view to or in connection with any
resale or distribution of the Share or of any interest therein. We hereby agree
that we will not sell, assign or transfer the Share or any interest therein,
except upon repurchase or redemption by the Fund, unless and until you have
received an opinion of your counsel indicating to your satisfaction that said
sale, assignment or transfer will not violate the provisions of the 1933 Act or
any rules or regulations promulgated thereunder.
Very truly yours,
STATE STREET RESEARCH &
MANAGEMENT COMPANY
By: _____________________
