OMB Number 3235-0307
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As filed with the Securities and Exchange Commission
on January 12, 2001
--------------------------------------------------------------------------------
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. 16 [X]
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 33 [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 February 11, 2001 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:
[X] This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
<PAGE>
The following is incorporated by reference herein from Post-Effective Amendment
No. 11 to the Registration Statement on Form N-1A of State Street Research
Growth Trust (the "Registrant"): Part A: The Prospectus for the State Street
Research Asset Fund series of the Registrant and Part B: The Statement of
Additional Information for the State Street Research Asset Fund series of the
Registrant.
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 included in 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) Amendment No. 3 to First Amended and
Restated Master Trust Agreement (12)
(1)(d) Form of Amendment No. 4 to First Amended and
Restated Master Trust Agreement (12)
(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)
(5)(c) Form of Advisory Agreement with respect to State
Street Research Asset Fund (to be filed by amendment)
(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)
(6)(f) Form of Letter Agreement relating to Distribution
Agreement with respect to State Street Research
Asset Fund (12)
(6)(g) Form of Letter Agreement relating to expenses with
respect to State Street Research Asset Fund (12)
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 Technology Fund (9)
(8)(i) Form of Letter Agreement relating to Custodian
Contract with respect to State Street Research
Asset Fund (12)
(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)
(10)(c) Legal Opinion and Consent with respect to State Street
Research Asset Fund (to be filed by amendment)
(11)(a) Consent of PricewaterhouseCoopers LLP with respect to
State Street Research Concentrated International Fund
and State Street Research Technology Fund (9)
(11)(b) Consent of PricewaterhouseCoopers LLP with respect to
State Street Research Growth Fund (10)
(11)(c) Consent of PricewaterhouseCoopers LLP with respect to
State Street Research Asset Fund (to be filed by
amendment)
(12)(a) Form of Subscription and Investment Letter with
respect to State Street Research Concentrated
International Fund and State Street Research
Technology Fund (9)
(12)(b) Form of Subscription and Investment Letter with
respect to State Street Research Asset Fund (12)
(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___________ relating to
State Street Research Concentrated International
Fund and State Street Research Technology Fund (9)
(15)(d) Form of Letter Agreement relating to
Rule 12b-1 Plan dated___________
with respect to State Street Research Asset Fund (to
be filed by amendment)
(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)
(18)(d) Power of Attorney for Gerard P. Maus (14)
(18)(e) Power of Attorney for Richard S. Davis (13)
(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
11 Post-Effective Amendment May 31, 2000
No. 10
12 Post-Effective Amendment July 7, 2000
No. 11
13 Post-Effective Amendment November 16, 2000
No. 14
14 Post-Effective Amendment December 15, 2000
No. 15
C-3
<PAGE>
Item 24. Persons Controlled by or under
Common Control with Registrant
Inapplicable
Item 25. Indemnification
Under Article VI of the Registrant's First Amended and Restated Master Trust
Agreement as further amended (the "Master Trust Agreement") each of its Trustees
and officers or persons serving in such capacity with another entity at the
request of the Registrant ("Covered Person") shall be indemnified against all
liabilities, including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and expenses, including
reasonable accountants' and counsel fees, incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being or having been
such a Trustee or officer, director or trustee, except with respect to any
matter as to which it has been determined that such Covered Person had acted
with willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of such Covered Person's office (such conduct
referred to hereafter as "Disabling Conduct"). A determination that the Covered
Person is entitled to indemnification may be made by (i) a final decision on the
merits by a court or other body before whom the proceeding was brought that the
person to be indemnified was not liable by reason of Disabling Conduct, (ii)
dismissal of a court action or an administrative proceeding against a Covered
Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable
determination, based upon a review of the facts, that the indemnitee was not
liable by reason of Disabling Conduct by (a) a vote of a majority of a quorum of
Trustees who are neither "interested persons" of the Trust as defined in section
2(a)(19) of the 1940 Act nor parties to the
C-4
<PAGE>
proceeding, or (b) an independent legal counsel in a written opinion.
Under the Distribution Agreement between the Registrant and State Street
Research Investment Services, Inc., the Registrant's distributor, the Registrant
has agreed to indemnify and hold harmless State Street Research Investment
Services, Inc. and each person who has been, is, or may hereafter be an officer,
director, employee or agent of State Street Research Investment Services, Inc.
against any loss, damage or expense reasonably incurred by any of them in
connection with any claim or in connection with any action, suit or proceeding
to which any of them may be a party, which arises out of or is alleged to arise
out of or is based upon a violation of any of its convenants herein contained or
any untrue or alleged untrue statement of material fact, or the omission or
alleged omission to state a material fact necessary to make the statements made
not misleading, in a Registration Statement or Prospectus of the Registrant, or
any amendment or supplement thereto, unless such statement or omission was made
in reliance upon written information furnished by State Street Research
Investment Services, Inc.
Insofar as indemnification by the Registrant for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers, underwriters and
controlling persons of the Registrant, pursuant to Article VI of the
Registrant's Master Trust Agreement, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted against the
Registrant by such trustee, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy expressed in the Act and will be governed by the final
adjudication of such issue.
C-5
<PAGE>
Item 26. Business and Other Connections of Investment Adviser
Describe any other business, profession, vocation or employment of a
substantial nature in which each investment adviser of the Registrant, and each
director, officer or partner of any such investment adviser, is or has been, at
any time during the past two fiscal years, engaged for his own account or in the
capacity of director, officer, employee, partner or trustee.
<TABLE>
<CAPTION>
Principal business
address of
Name Connection Organization organization
---- ---------- ------------ ------------------
<S> <C> <C> <C>
State Street Research & Investment Adviser Various investment advisory Boston, MA
Management Company clients
Abbott, Christopher C. Senior Managing Pioneer Investment Mgmt. Boston, MA
Executive Vice Director
President (until 10/99)
Bangs, Linda L. None
Vice President
Barghaan, Dennis C. Senior Vice President State Street Research Investment Services, Inc. Boston, MA
Senior Vice President
Barnwell, Amy F. Senior Vice President State Street Research Investment Services, Inc. Boston, MA
Senior Vice President
(Vice President
until 10/00)
Beatty, T. Kevin Vice President Fleet Investment Advisors Boston, MA
Vice President (until 9/99)
Bigley, Gary M. None
Vice President
Bochman, Kathleen M. None
Senior Vice President
(Vice President
until 10/00)
Borzilleri, John Vice President State Street Research Financial Trust Boston, MA
Senior Vice President
Bray, Michael J. None
Senior Vice President
Brezinski, Karen None
Vice President
Brown, Susan H. None
Vice President
Bruno, Thomas Assistant Phoenix Investment Partners Hartford, CT
Vice President Vice President
Buffum, Andrea L. None
Vice President
Burbank, John F. None
Senior Vice President
</TABLE>
C-6
<PAGE>
<TABLE>
<CAPTION>
Principal business
address of
Name Connection Organization organization
---- ---------- ------------ ------------------
<S> <C> <C> <C>
Calame, Mara D. Vice President, Assistant State Street Research Investment Services, Inc. Boston, MA
Vice President, Clerk and Counsel
Assistant Secretary Assistant Secretary State Street Research Institutional Funds Boston, MA
and Counsel
Callahan, Michael J. None Boston, MA
Vice President
Carley, Linda C. Vice President State Street Research Investment Services, Inc. Boston, MA
Vice President Assistant Secretary State Street Research Institutional Funds Boston, MA
Carstens, Linda C. Vice President State Street Research Investment Services, Inc. Boston, MA
Vice President
Clifford, Jr., Paul J. Vice President State Street Research Tax-Exempt Trust Boston, MA
Senior Vice President
Coleman, Thomas J. None
Senior Vice President
(Vice President
until 10/00)
Cullen, Terrence J. Vice President, Assistant State Street Research Investment Services, Inc. Boston, MA
Vice President, Clerk and Counsel
Assistant Secretary
and Counsel
Davis, Richard S. Chairman, President and State Street Research Equity Trust Boston, MA
Chairman of the Board, Chief Executive Officer
President and Chief
Executive Officer Chairman, President and State Street Research Income Trust Boston, MA
Chief Executive Officer
Chairman, President and State Street Research Tax-Exempt Trust Boston, MA
Chief Executive Officer
Chairman, President and State Street Research Capital Trust Boston, MA
Chief Executive Officer
Chairman, President and State Street Research Exchange Trust Boston, MA
Chief Executive Officer
Chairman, President and State Street Research Growth Trust Boston, MA
Chief Executive Officer
Chairman, President and State Street Research Master Investment Trust Boston, MA
Chief Executive Officer
Chairman, President and State Street Research Institutional Funds Boston, MA
Chief Executive Officer
Chairman, President and State Street Research Securities Trust Boston, MA
Chief Executive Officer
Chairman, President and State Street Research Money Market Trust Boston, MA
Chief Executive Officer
Chairman, President and State Street Research Financial Trust Boston, MA
Chief Executive Officer
Chairman, President and State Street Research Investment Services, Inc. Boston, MA
Chief Executive Officer
President and Chief SSRM Holdings, Inc. Boston, MA
Executive Officer
Senior Vice President Metropolitan Life Insurance Company New York, NY
(until 10/00)
Managing Director J.P. Morgan Investment Management New York, NY
D'Vari, Ronald None
Senior Vice President
Depp, Maureen G. None
Vice President
DeVeuve, Donald None
Vice President
DiVasta, Vincent P. None Boston, MA
Vice President
Dudley, Catherine Vice President State Street Research Capital Trust Boston, MA
Senior Vice President Vice President State Street Research Institutional Funds Boston, MA
Duggan, Peter J. None
Senior Vice President
Ebel, Bruce A.
Senior Vice President Vice President Loomis, Sayles & Company, L.P. Chicago, IL
(since 3/99)
Vice President State Street Research Institutional Funds Boston, MA
Vice President State Street Research Financial Trust Boston, MA
Even, Karen L. None
Vice President
Fazo, Steven A. None
Vice President
Federoff, Alex G. None
Senior Vice President
(Vice President until 4/00)
Feliciano, Rosalina None
Vice President
Feeney, Kimberley Vice President State Street Research Investment Services, Inc. Boston, MA
Vice President
</TABLE>
C-7
<PAGE>
<TABLE>
<CAPTION>
Principal business
address of
Name Connection Organization organization
---- ---------- ------------ ------------------
<S> <C> <C> <C>
Ficco, Bonnie A. None
Vice President
Fochtman, Jr., Leo None
Vice President
Forcione, Anthony F. None
Frank, Christopher Vice President State Street Global Advisors Boston, MA
Vice President
Freking, Dean M. -- -- --
Vice President
Frey, Kenneth Analyst The Boston Company Boston, MA
Vice President (until 10/99)
Gallivan Jr., Edward T. Vice President State Street Research Investment Services, Inc. Boston, MA
Vice President
Gardner, Michael D. None
Senior Vice President
Ghiloni, Sharon F. Vice President Scudder-Kemper Investments Boston, MA
Vice President (until 07/00)
Goodman, Stephanie B. Vice President State Street Research Investment Services, Inc. Boston, MA
Vice President
Govoni, Electra None
Vice President
Grace, Evan S. None
Vice President
Granger, Allison None
Vice President
Gray, Nancy Spalding Vice President Scudder-Kemper Investments Boston, MA
Vice President (until 8/00)
Hadelman, Peter J. Vice President Pioneer Investment Management Boston, MA
Vice President (until 5/00)
Haggerty, Bryan D. None
Vice President
Hamilton, Jr., William A. Treasurer and Director Ellis Memorial and Eldredge House Boston, MA
Senior Vice President Treasurer and Director Nautical and Aviation Publishing Company, Inc. Baltimore, MD
Treasurer and Director North Conway Institute Boston, MA
Hasson, Ira P. Vice President State Street Research Investment Services, Inc. Boston, MA
Vice President
Haverty, Jr., Lawrence J. Vice President State Street Research Capital Trust Boston, MA
Senior Vice President
Heineke, George R. None
Vice President
Hickman, Joanne Senior Vice President State Street Research Investment Services, Inc. Boston, MA
Senior Vice President
Holland, Thomas Senior Vice President Putnam Investments Boston, MA
Vice President (until 6/99)
Senior Vice President State Street Research Investment Services, Inc. Boston, MA
Holmes, Robert Director, Key Account American Skandia, Inc. Shelton, CT
Vice President Marketing
(until 10/00)
Vice President Evergreen Investment Services Boston, MA
(until 3/00)
Jackson, Jr., F. Gardner Vice President State Street Research Equity Trust Boston, MA
Senior Vice President Trustee Certain trusts of related and
non-related individuals
Trustee and Chairman Vincent Memorial Hospital Boston, MA
of the Board
</TABLE>
C-8
<PAGE>
<TABLE>
<CAPTION>
Principal business
address of
Name Connection Organization organization
---- ---------- ------------ ------------------
<S> <C> <C> <C>
Joseph, Robert I. None
Vice President
Kallis, John H. Vice President State Street Research Financial Trust Boston, MA
Senior Vice President Vice President State Street Research Income Trust Boston, MA
Vice President State Street Research Institutional Funds Boston, MA
Vice President State Street Research Money Market Trust Boston, MA
Vice President State Street Research Tax-Exempt Trust Boston, MA
Vice President State Street Research Securities Trust Boston, MA
Trustee 705 Realty Trust Washington, D.C.
Kasper, M. Katherine Vice President State Street Research Investment Services, Inc. Boston, MA
Vice President
Kayajanian, Jeffrey Vice President State Street Research Investment Services, Inc. Boston, MA
Vice President Regional Vice President ReliaStar Retirement Plans Minneapolis, MN
Keelan, David E.
Vice President
Keen, Miyeko C. Vice President State Street Research Investment Services, Inc. Boston, MA
Vice President
Kiessling, Dyann H. Vice President State Street Research Money Market Trust Boston, MA
Vice President
Kluiber, Rudolph K. Vice President State Street Research Capital Trust Boston, MA
Senior Vice President
Krauss, Clifford Managing Director Trust Company of the West Los Angeles, CA
Senior Vice President (until 8/00)
Kuhn, Stephen P. Vice President State Street Research Investment Services, Inc. Boston, MA
Vice President
Langholm, Knut Director SSR Pegasus Funds Luxembourg
Senior Vice President
(Vice President
until 4/99)
Leary, Eileen M. None
Vice President
Ledbury, Richard C. Vice President State Street Research Investment Services, Inc. Boston, MA
Vice President
Leese, Reginald Portfolio Manager Citizens Bank Boston, MA
Vice President (until 6/00)
Lomasney, Mary T. None
Vice President
Lubas, Amy C. Director SG Cowen Securities Corporation Boston, MA
Vice President (until 4/00)
Marinella, Mark A. Vice President State Street Research Institutional Funds Boston, MA
Senior Vice President
Markel, Gregory S. None
Vice President
Marsh, Eleanor H. Portfolio Manager Evergreen Investment Management Company Boston, MA
Vice President (Until 3/00)
</TABLE>
C-9
<PAGE>
<TABLE>
<CAPTION>
Principal business
address of
Name Connection Organization organization
---- ---------- ------------ ------------------
<S> <C> <C> <C>
Maus, Gerard P. Treasurer State Street Research Equity Trust Boston, MA
Executive
Vice President, Treasurer State Street Research Income Trust Boston, MA
Treasurer, Chief
Financial Officer, Treasurer State Street Research Tax-Exempt Trust Boston, MA
Chief Administrative
Officer and Director Treasurer State Street Research Capital Trust Boston, MA
(Interim Chief
Operating Officer, Treasurer State Street Research Exchange Trust Boston, MA
5/00-10/00)
Treasurer State Street Research Growth Trust Boston, MA
Treasurer State Street Research Master Investment Trust Boston, MA
Treasurer State Street Research Institutional Funds Boston, MA
Treasurer State Street Research Securities Trust Boston, MA
Treasurer State Street Research Money Market Trust Boston, MA
Treasurer State Street Research Financial Trust Boston, MA
Director, Chief Financial Officer, State Street Research Investment Services, Inc. Boston, MA
Chief Administrative Officer
and Treasurer
Director Metric Holdings, Inc. San Francisco, CA
Director Certain wholly-owned subsidiaries
of Metric Holdings, Inc.
Treasurer and Chief SSRM Holdings, Inc. Boston, MA
Financial Officer
Director SSR Pegasus Funds Luxembourg
McGrath, Ann None
Vice President
McKown, Elizabeth G. Senior Vice President State Street Research Investment Services, Inc. Boston, MA
Senior Vice President
(Vice President
until 10/00)
McNamara, III, Francis J. Executive Vice President, State Street Research Investment Services, Inc. Boston, MA
Executive Vice Clerk and General Counsel
President, Secretary Secretary and General Counsel State Street Research Master Investment Trust Boston, MA
and General Counsel Secretary and General Counsel State Street Research Capital Trust Boston, MA
Secretary and General Counsel State Street Research Exchange Trust Boston, MA
Secretary and General Counsel State Street Research Growth Trust Boston, MA
Secretary and General Counsel State Street Research Securities Trust Boston, MA
Secretary and General Counsel State Street Research Equity Trust Boston, MA
Secretary and General Counsel State Street Research Financial Trust Boston, MA
Secretary and General Counsel State Street Research Income Trust Boston, MA
Secretary and General Counsel State Street Research Money Market Trust Boston, MA
Secretary and General Counsel State Street Research Tax-Exempt Trust Boston, MA
Secretary and General Counsel SSRM Holdings, Inc. Boston, MA
Secretary and General Counsel State Street Research Institutional Funds Boston, MA
Director Pegasus Funds Luxembourg
Moore, James Director 1838 Investment Advisors, Inc. Boston, MA
Vice President (until 4/00)
Moore, Jr., Thomas P. Vice President State Street Research Financial Trust Boston, MA
Senior Vice Vice President State Street Research Equity Trust Boston, MA
President Director Hibernia Savings Bank Quincy, MA
Governor on the Board Association for Investment Management Charlottesville, VA
of Governors and Research
Morey, Andrew F. None
Vice President
Mulligan, JoAnne C. None
Senior Vice President
Orr, Stephen C. Member Technology Analysts of Boston Boston, MA
Vice President Member Electro-Science Analysts (of NYC) New York, NY
Paddon, Steven W. Vice President State Street Research Investment Services, Inc. Boston, MA
Vice President
Pannell, James C. Vice President State Street Research Institutional Funds Boston, MA
Executive Vice President
</TABLE>
C-10
<PAGE>
<TABLE>
<CAPTION>
Principal business
address of
Name Connection Organization organization
---- ---------- ------------ ------------------
<S> <C> <C> <C>
Peters, Kim M. Vice President State Street Research Securities Trust Boston, MA
Senior Vice President Vice President State Street Research Institutional Funds Boston, MA
Pierce, James D. None
Vice President
Poritzky, Dean E. None
Senior Vice President
(Vice President
until 4/00)
Ragsdale, Jr., E.K. Easton Vice President State Street Research Financial Trust Boston, MA
Senior Vice President
Ransom, Clifford F. None
Vice President
Rawlins, Jeffrey A. Vice President State Street Research Institutional Funds Boston, MA
Senior Vice President
Refojo, Michael Senior Vice President Scudder Kemper Investments Boston, MA
Senior Vice President
Rice III, Daniel Joseph Vice President State Street Research Equity Trust Boston, MA
Senior Vice President
Rolnick, Michael A. None
Vice President
Romich, Douglas A. Assistant Treasurer State Street Research Equity Trust Boston, MA
Senior Vice President Assistant Treasurer State Street Research Financial Trust Boston, MA
and Assistant Treasurer Assistant Treasurer State Street Research Income Trust Boston, MA
Assistant Treasurer State Street Research Money Market Trust Boston, MA
Assistant Treasurer State Street Research Tax-Exempt Trust Boston, MA
Assistant Treasurer State Street Research Capital Trust Boston, MA
Assistant Treasurer State Street Research Exchange Trust Boston, MA
Assistant Treasurer State Street Research Growth Trust Boston, MA
Assistant Treasurer State Street Research Institutional Funds Boston, MA
Assistant Treasurer State Street Research Master Investment Trust Boston, MA
Assistant Treasurer State Street Research Securities Trust Boston, MA
Vice President and SSRM Holdings, Inc. Boston, MA
Assistant Treasurer
Senior Vice President State Street Research Investment Services, Inc. Boston, MA
and Assistant Treasurer
Ryan, Michael J. None
Senior Vice President
Sanderson, Derek None
Senior Vice President
Schrage, Michael M. None
Senior Vice President
(Vice President
until 4/00)
Shean, William G. None
Senior Vice President
(Vice President
until 4/00)
Sheldon, Michael A. None
Vice President
Shively, Thomas A. Vice President State Street Research Financial Trust Boston, MA
Executive Vice Vice President State Street Research Income Trust Boston, MA
President Vice President State Street Research Money Market Trust Boston, MA
(Director until Vice President State Street Research Tax-Exempt Trust Boston, MA
7/00) Vice President State Street Research Securities Trust Boston, MA
Vice President State Street Research Institutional Funds Boston, MA
Shoemaker, Richard D. None
Senior Vice President
Silverstein, Jill None
Vice President
Simi, Susan None
Vice President
</TABLE>
C-11
<PAGE>
<TABLE>
<CAPTION>
Principal business
address of
Name Connection Organization organization
---- ---------- ------------ ------------------
<S> <C> <C> <C>
Simmons, Amy L. Vice President State Street Research Investment Services, Inc. Boston, MA
Vice President Assistant Secretary State Street Research Capital Trust Boston, MA
Assistant Secretary State Street Research Exchange Trust Boston, MA
Assistant Secretary State Street Research Growth Trust Boston, MA
Assistant Secretary State Street Research Master Investment Trust Boston, MA
Assistant Secretary State Street Research Securities Trust Boston, MA
Assistant Secretary State Street Research Equity Trust Boston, MA
Assistant Secretary State Street Research Financial Trust Boston, MA
Assistant Secretary State Street Research Income Trust Boston, MA
Assistant Secretary State Street Research Money Market Trust Boston, MA
Assistant Secretary State Street Research Tax-Exempt Trust Boston, MA
Smith, James Director of Customer Service Brown and Company Securities Corporation Boston, MA
Vice President (until 11/00)
Assistant Vice President Putnam Investments Andover, MA
(until 4/99)
Stambaugh, Kenneth D. None
Vice President
Stolberg, Thomas B. None
Vice President
Strelow, Daniel R. None
Senior Vice President
Swanson, Amy McDermott Vice President State Street Research Institutional Funds Boston, MA
Senior Vice President
Thorndike, Benjamin W. Managing Director Scudder-Kemper Investments Boston, MA
Senior Vice President (until 7/00)
Tice, Robyn S. None
Senior Vice President
(Vice President
until 10/00)
Trebino, Anne M. Vice President SSRM Holdings, Inc. Boston, MA
Senior Vice President
Tucher, Anne Senior Analyst J.P. Morgan & Co. New York, NY
Vice President (until 6/00)
Wallace, Julie K. None
Vice President
Walsh III, Denis J. None
Vice President
Walsh, Tucker Vice President State Street Research Capital Trust Boston, MA
Vice President
Wardwell, Samuel -- Wellington Management Boston, MA
Senior Vice President
Weiss, James M. Vice President State Street Research Exchange Trust Boston, MA
Director and Executive Vice President State Street Research Financial Trust Boston, MA
Vice President Vice President State Street Research Growth Trust Boston, MA
Vice President State Street Research Institutional Funds Boston, MA
Vice President State Street Research Securities Trust Boston, MA
Vice President State Street Research Capital Trust Boston, MA
Vice President State Street Research Equity Trust Boston, MA
Vice President State Street Research Income Trust Boston, MA
Vice President State Street Research Master Investment Trust Boston, MA
Director State Street Research Investment Services, Inc. Boston, MA
Welch, Timothy M. None
Vice President
Westvold, Vice President State Street Research Institutional Funds Boston, MA
Elizabeth McCombs Vice President State Street Research Securities Trust Boston, MA
Senior Vice President
Wilkins, Kevin Executive Vice President State Street Research Investment Services, Inc. Boston, MA
Executive Vice President (Senior Vice President
(Senior Vice President until 4/00)
until 4/00)
Wilson, John T. Vice President State Street Research Master Investment Trust Boston, MA
Senior Vice President Vice President State Street Research Institutional Funds Boston, MA
Winandy, Angela Vice President State Street Research Investment Services, Inc. Boston, MA
Vice President
</TABLE>
C-12
<PAGE>
<TABLE>
<CAPTION>
Principal business
address of
Name Connection Organization organization
---- ---------- ------------ ------------------
<S> <C> <C> <C>
Wing, Darman A. Senior Vice President, State Street Research Investment Services, Inc. Boston, MA
Senior Vice President, Assistant Clerk & Assistant
Assistant Secretary General Counsel
and Assistant Assistant Secretary and State Street Research Capital Trust Boston, MA
General Counsel Assistant General Counsel
Assistant Secretary and State Street Research Exchange Trust Boston, MA
Assistant General Counsel
Assistant Secretary and State Street Research Growth Trust Boston, MA
Assistant General Counsel
Assistant Secretary and State Street Research Master Investment Trust Boston, MA
Assistant General Counsel
Assistant Secretary and State Street Research Securities Trust Boston, MA
Assistant General Counsel
Assistant Secretary and State Street Research Equity Trust Boston, MA
Assistant General Counsel
Assistant Secretary and State Street Research Financial Trust Boston, MA
Assistant General Counsel
Assistant Secretary and State Street Research Income Trust Boston, MA
Assistant General Counsel
Assistant Secretary and State Street Research Money Market Trust Boston, MA
Assistant General Counsel
Assistant Secretary and State Street Research Tax-Exempt Trust Boston, MA
Assistant General Counsel
Assistant Secretary and SSRM Holdings, Inc. Boston, MA
Assistant General Counsel
Woodbury, Robert S. None
Vice President
Woodworth, Jr., Kennard Vice President State Street Research Exchange Trust Boston, MA
Senior Vice Vice President State Street Research Financial Trust Boston, MA
President Vice President State Street Research Growth Trust Boston, MA
Vice President State Street Research Institutional Funds Boston, MA
Vice President State Street Research Securities Trust Boston, MA
Wu, Norman N. Partner Atlantic-Acton Realty Framingham, MA
Senior Vice President Director Bond Analysts Society of Boston Boston, MA
Yalamanchili, Kishore K. None
Vice President
Yu, Mandy Vice President State Street Research Investment Services, Inc. Boston, MA
Vice President
Zuger, Peter A. Vice President State Street Research Equity Trust Boston, MA
Senior Vice
President
</TABLE>
C-13
<PAGE>
Item 27. Principal Underwriters
(a) State Street Research Investment Services, Inc. serves as principal
underwriter for State Street Research Equity Trust, State Street Research
Financial Trust, State Street Research Income Trust, State Street Research Money
Market Trust, State Street Research Tax-Exempt Trust, State Street Research
Capital Trust, State Street Research Growth Trust, State Street Research Master
Investment Trust, State Street Research Securities Trust and State Street
Research Institutional Funds.
(b) Directors and Officers of State Street Research Investment Services,
Inc. are as follows:
(1) (2) (3)
Positions
Name and Principal and Offices Positions and Offices
Business Address with Underwriter with Registrant
------------------ ---------------- ---------------------
Richard S. Davis Chairman of the Board, Chairman of the Board,
One Financial Center Chief Executive Officer President and Chief
Boston, MA 02111 and President Executive Officer
Gerard P. Maus Executive Vice President, Treasurer
One Financial Center Chief Financial Officer,
Boston, MA 02111 Chief Administrative
Officer and Treasurer
James M. Weiss Director Vice President
One Financial Center
Boston, MA 02111
Francis J. McNamara, III Executive Vice Secretary
One Financial Center President, Clerk and
Boston, MA 02111 General Counsel
Kevin Wilkins Executive Vice None
One Financial Center President
Boston, MA 02111
Dennis C. Barghaan Senior Vice President None
One Financial Center
Boston, MA 02111
Amy F. Barnwell Senior Vice President None
One Financial Center
Boston, MA 02111
Peter Borghi Senior Vice President None
One Financial Center
Boston, MA 02111
C-14
<PAGE>
(1) (2) (3)
Positions
Name and Principal and Offices Positions and Offices
Business Address with Underwriter with Registrant
------------------ ---------------- ---------------------
Joanne Hickman Senior Vice Presidnet None
One Financial Center
Boston, MA 02111
Thomas Holland Senior Vice President None
One Financial Center
Boston, MA 02111
Elizabeth G. McKown Senior Vice President None
One Financial Center
Boston, MA 02111
Douglas A. Romich Senior Vice President Assistant Treasurer
One Financial Center and Assistant Treasurer
Boston, MA 02111
Darman A. Wing Senior Vice President, Assistant Secretary
One Financial Center Assistant Clerk and
Boston, MA 02111 Assistant General Counsel
Mara D. Calame Vice President, None
One Financial Center Assistant Clerk and
Boston, MA 02111 Counsel
Linda Cook Carley Vice President None
One Financial Center
Boston, MA 02111
Linda C. Carstens Vice President None
One Financial Center
Boston, MA 02111
Terrence J. Cullen Vice President, None
One Financial Center Assistant Clerk
Boston, MA 02111 and Counsel
Kimberley Feeney Vice President None
One Financial Center
Boston, MA 02111
Edward T. Gallivan, Jr. Vice President None
One Financial Center
Boston, MA 02111
Stephanie B. Goodman Vice President None
One Financial Center
Boston, MA 02111
Nancy Spalding Gray Vice President None
One Financial Center
Boston, MA 02111
Ira P. Hasson Vice President None
One Financial Center
Boston, MA 02111
Robert Holmes Vice President None
One Financial Center
Boston, MA 02111
M. Katherine Kasper Vice President None
One Financial Center
Boston, MA 02111
Stephen F. Kuhn Vice President None
One Financial Center
Boston, MA 02111
Richard C. Ledbury Vice President None
One Financial Center
Boston, MA 02111
Peter Lord Vice President None
One Financial Center
Boston, MA 02111
Stephen W. Paddon Vice President None
One Financial Center
Boston, MA 02111
Amy L. Simmons Vice President Assistant Secretary
One Financial Center
Boston, MA 02111
James Smith Vice President None
One Financial Center
Boston, MA 02111
Angela L. Winandy Vice President None
One Financial Center
Boston, MA 02111
Robert S. Woodbury Vice President None
One Financial Center
Boston, MA 02111
C-15
<PAGE>
Item 28. Location of Accounts and Records
Gerard P. Maus
State Street Research & Management Company
One Financial Center
Boston, MA 02111
Item 29. Management Services
Under a Shareholders' Administrative Services Agreement between the Registrant
and the Distributor, the Distributor provides shareholders' administrative
services, such as responding to inquiries and instructions from investors
respecting the purchase and redemption of shares of series of the Registrant,
and received the amounts set forth below:
<TABLE>
<CAPTION>
Year-end Year-end Year-end
Fund 12/31/97 12/31/98 12/31/99
---- -------- -------- -------
<S> <C> <C> <C>
Growth Fund $33,395 $54,660 $85,271
</TABLE>
-----------------
Item 30. Undertakings
(a) Inapplicable.
(b) Inapplicable.
(c) Deleted.
(d) The Registrant undertakes to hold a special meeting of shareholders of
the Trust for the purpose of voting upon the question of removal of any trustee
or trustees when requested in writing to do so by the recordholders of not less
than 10 per centum of the outstanding shares of the Trust and, in connection
with such meeting, to comply with the provisions of Section 16(c) of the
Investment Company Act of 1940 relating to shareholder communications.
(e) The Registrant has elected to include the information required by Item
5A of Form N-1A in its annual report to shareholders. The Registrant undertakes
to furnish each person to whom a prospectus is delivered with a copy of the
applicable fund's latest annual report to shareholders upon request and without
charge.
C-16
<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, assistant 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-17
<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 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. 16 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 12th day of January, 2001.
STATE STREET RESEARCH GROWTH TRUST
By: *
-----------------------------
Richard S. Davis
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
--------- --------
*
______________________________ Chairman of the Board,
Richard S. Davis Chief Executive Officer
and President (principal
executive officer)
*
______________________________ Treasurer (principal
Gerard P. Maus 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,
Post-Effective Amendment No. 8 filed
March 17, 2000, Post-Effective Amendment
No. 14 filed November 16, 2000 and
Post-Effective Amendment No. 15 filed
December 15, 2000.
