STATE STREET RESEARCH INVESTMENT SERVICES, INC.
One Financial Center
Boston, Massachusetts 02111-2690
Date: [effective date]
State Street Research Asset Fund
series of State Street Research Growth Trust
One Financial Center
Boston, Massachusetts 02111
Dear Sir or Madam:
State Street Research Investment Services, Inc. ("Distributor") voluntarily
undertakes to pay certain expenses of the State Street Research Asset Fund up to
an amount which will enable the Fund to maintain a level of actual total
operating expenses of approximately 1.20% of net assets or as otherwise mutually
agreed from time to time by the Distributor and Board of Trustees of the Trust
on behalf of the Fund. ("Expense Benchmark"). The following expenses are
excluded from this undertaking: Rule 12b-1 fees and any other class specific
expenses, interest, taxes, brokerage commissions, and extraordinary expenses
such as litigation and other expenses not incurred in the ordinary course of the
Fund's business. The Distributor may unilaterally cease to pay Fund expenses
pursuant to this undertaking at any time.
The Distributor is entitled to payment from the Fund for the amount of
expenses paid on behalf of the Fund when the Fund's actual total operating
expenses are less than the Expense Benchmark then in effect, provided that the
effect of such payment does not cause the Fund to exceed the lower of (a) the
Expense Benchmark then in effect or (b) the Expense Benchmark in effect in the
year that the expenses were originally paid. The Distributor will not be
entitled to such repayments from a Fund after the end of the fifth fiscal year
of the Fund following the year in which the expenses were originally paid.
Sincerely,
State Street Research Investment Services, Inc.
By: ___________________________________________
Acknowledged and accepted:
State Street Research Asset Fund
series of State Street Research Growth Trust
By: ___________________________________________
