STATE STREET RESEARCH GROWTH TRUST
One Financial Center
Boston, Massachusetts 02111-2690
Date: [Effective Date]
State Street Research
Investment Services, Inc.
One Financial Center
Boston, Massachusetts 02111
Ladies and Gentlemen:
This letter is to confirm to you that State Street Research Growth Trust
(the "Trust") has created a new series of shares to be known as State Street
Research Asset Fund (referred to herein as the "Fund") and that pursuant to the
Distribution Agreement between the Trust and you (the "Agreement"), you will
serve as distributor and principal underwriter of the Fund (which shall be
deemed a "Fund" under the Agreement) with respect to the sale of its classes of
shares as described in its current prospectus and statement of additional
information, including any additional classes as may be established from time to
time. Shares of each class of the Fund will be sold at the "net asset value per
share" of the Fund plus any applicable sales charge in accordance with the then
current prospectus and statement of additional information of the Fund, as from
time to time amended.
The term "State Street Research Growth Trust" means and refers to the
Trustees from time to time serving under the First Amended and Restated Master
Trust Agreement dated February 5, 1993 (the "Master Trust Agreement"), as the
same subsequently thereto may have been, or subsequently thereto may be,
amended. It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
assistant officers, agents or employees of the Trust as individuals or
personally, but shall bind only the trust property of the Trust, as provided in
the Master Trust Agreement of the Trust. The execution and delivery of this
Agreement have been authorized by the Trustees of the Trust and signed by a duly
authorized officer or assistant officer of the Trust, acting as such, and
neither such authorization nor such execution and delivery shall be deemed to
have been made individually or to impose any personal liability, but shall bind
only the trust property of the Trust as provided in its Master Trust Agreement.
The Master Trust Agreement of the Trust provides, and it is expressly agreed,
that each Fund of Trust the shall be solely and exclusively responsible for the
payment of its debts, liabilities and obligations, and that no other fund shall
be responsible for the same.
Please indicate your acceptance of this responsibility in accordance with
the terms of the Agreement by signing this letter as indicated below.
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STATE STREET RESEARCH
GROWTH TRUST
By:______________________
Accepted and Agreed To:
STATE STREET RESEARCH
INVESTMENT SERVICES, INC.
By:______________________
