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As filed with the Securities and Exchange Commission on August 31, 1999
Securities Act of 1933 Registration No. 33-10327
Investment Company Act of 1940 File No. 811-4911
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. ____ [ ]
Post-Effective Amendment No. 27 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 28 [X]
--------------------
STATE STREET RESEARCH FINANCIAL 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)
Copy of Communications To:
Geoffrey R.T. Kenyon, Esq.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109
It is proposed that this filing will become effective under Rule 485:
[ ] Immediately upon filing pursuant to paragraph (b)
[X] On September 1, 1999 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.
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<PAGE>
The Prospectus and Statement of Additional Information of the State Street
Research Strategic Portfolios: Conservative (the "Fund") series of State Street
Research Financial Trust (the "Registrant") are incorporated by reference from
Post-Effective Amendment No. 26. The Fund intends to change its name to State
Street Research Strategic Income Plus Fund concurrent with the effectiveness of
this Amendment to the Fund's Registration Statement.
The Prospectus and Statement of Additional Information of the State Street
Research IntelliQuant Portfolios: Small-Cap Value series of the Registrant are
included in Post-Effective Amendment No. 25.
The Prospectus and Statement of Additional Information of the State Street
Research International Equity Fund series of Registrant are included in
Post-Effective Amendment No. 24.
The Prospectus and Statement of Additional Information of State Street
Research Strategic Portfolios: Moderate and State Street Research Strategic
Portfolios: Aggressive series of the Registrant are included in Post-Effective
Amendment No. 23.
The Prospectus and Statement of Additional Information of State Street
Research Government Income Fund series of the Registrant are included in
Post-Effective Amendment No. 22.
<PAGE>
STATE STREET RESEARCH FINANCIAL TRUST
PART C
OTHER INFORMATION
Item 23. Exhibits*
(1)(a) First Amended and Restated Master Trust Agreement and
Amendment No. 1 and Amendment No. 2 to First Amended and
Restated Master Trust Agreement (9)
(1)(b) Amendment No. 3 to First Amended and Restated Master Trust
Agreement(10)
(1)(c) Amendment No. 4 to First Amended and Restated Master Trust
Agreement(12)
(1)(d) Amendment No. 5 to the First Amended and Restated Master Trust
Agreement(12)
(1)(e) Form of Amendment No. 6 to the First Amended and Restated
Master Trust Agreement(19)
(2)(a) By-Laws of the Registrant(1)**
(2)(b) Amendment No. 1 to By-Laws effective September 30, 1992(4)**
(2)(c) Amendment No. 2 to By-Laws(17)
(3) Not applicable
(4) Deleted
(5)(a) Advisory Agreement with MetLife - State Street Investment
Services, Inc.(2)**
(5)(c) Transfer and Assumption of Responsibilities and Rights relating
to the Advisory Agreement between State Street Financial
Services, Inc. and State Street Research & Management
Company(4)**
(5)(d) Letter Agreement with respect to the Advisory Agreement
relating to MetLife - State Street Research Balanced Fund(6)**
C-1
<PAGE>
(5)(e) Letter Agreement with respect to the Advisory Agreement
relating to State Street Research Strategic Portfolios:
Conservative and State Street Research Strategic Portfolios:
Aggressive(8)**
(5)(f) Letter Agreement with respect to the Advisory Agreement
relating to State Street Research IntelliQuant Portfolios:
Small-Cap Value(18)
(5)(g) Form of Letter Agreement with respect to the Advisory Agreement
relating to State Street Research International Equity Fund(17)
(6)(a) First Amended and Restated Distribution Agreement with State
Street Research Investment Services, Inc.(10)
(6)(b) Form of Selected Dealer Agreement(9)
(6)(c) Form of Bank and Bank-Affiliated Broker-Dealer Agreement(8)**
(6)(d) Form of Revised Supplement No. 1 to Selected Dealer
Agreement(10)
(6)(e) Letter Agreement with respect to the Distribution Agreement
relating to State Street Research IntelliQuant Portfolios:
Small-Cap Value(17)
(6)(f) Form of Letter Agreement with respect to the Distribution
Agreement relating to State Street Research International
Equity Fund(17)
(7) Not applicable
(8)(a) Custodian Contract with State Street Bank and Trust
Company(2)**
(8)(b) Letter Agreement with respect to Custodian Contract relating to
MetLife - State Street Research Balanced Fund(6)**
(8)(c) Letter Agreement with respect to the Custodian Contract
relating to State Street Research Strategic Portfolios:
Conservative and State Street Research Strategic Portfolios:
Aggressive(8)**
(8)(d) Amendment to the Custodian Contract with State Street Bank and
Trust Company(3)**
(8)(e) Letter Agreement with respect to the Custodian Contract
relating to State Street Research IntelliQuant Portfolios:
Small-Cap Value(17)
(8)(f) Data Access Services Addendum to Custodian Agreement(15)
(8)(g) Form of Letter Agreement with respect to the Custodian Contract
relating to State Street Research International Equity Fund(17)
(9) Not applicable
(10)(a) Opinion and consent of Goodwin, Procter & Hoar LLP(7)**
(10)(b) Opinion and Consent of Goodwin, Procter & Hoar LLP with respect
to State Street Research IntelliQuant Portfolios: Small-Cap
Value(12)
(10)(c) Opinion and Consent of Goowdin, Procter & Hoar LLP with respect
to State Street Research International Equity Fund(17)
(11)(a) Consent of PricewaterhouseCoopers LLP
C-2
<PAGE>
(11)(b) Consent of Deloitte & Touche LLP(17)
(12) Not applicable
(13)(a) Purchase Agreement and Investment Letter(1)**
(13)(b) Purchase Agreement and Investment Letter(2)**
(13)(c) Subscription and Investment Letter -- MetLife - State Street
Research Balanced Fund(6)**
(13)(d) Subscription and Investment Letters -- Street Research
Strategic Portfolios: Conservative and State Street Research
Strategic Portfolios: Aggressive(8)**
(14)(a) Deleted
(14)(b) Deleted
(14)(c) Deleted
(15)(a) Amended and Restated Plan of Distribution Pursuant to Rule
12b-1(5)**
(15)(b) Letter Agreement with respect to Amended and Restated Plan of
Distribution Pursuant to Rule 12b-1 relating to MetLife State
Street Research Balanced Fund(6)**
(15)(c) Letter Agreement with respect to Amended and Restated Plan of
Distribution Pursuant to Rule 12b-1 relating to State Street
Research Strategic Portfolios: Conservative and State Street
Research Strategic Portfolios: Aggressive(8)**
(15)(d) Rule 12b-1 Plan for State Street Research IntelliQuant
Portfolios: Small-Cap Value(17)
(15)(e) Rule 12b-1 Plan for Class B(1) shares relating to State Street
Research Government Income Fund, State Street Research
Strategic Portfolios: Conservative, State Street Research
Strategic Portfolios: Moderate and State Street Research
Strategic Portfolios: Aggressive(15)
(15)(f) Form of Letter Agreement with respect to Amended and Restated
Plan of Distribution Pursuant to Rule 12b-1 relating to State
Street Research International Equity Fund(17)
(15)(g) Form of Letter Agreement with respect to Rule 12b-1 Plan for
Class B(1) shares relating to State Street Research
International Equity Fund(17)
(16)(a) Deleted
(16)(b) Deleted
(16)(c) Deleted
(17)(a) First Amended and Restated Multiple Class Expense Allocation
Plan Adopted Pursuant to Rule 18f-2(10)
(17)(b) Addendum to First Amended and Restated Multiple Class Expense
Allocation Plan Adopted Pursuant to Rule 18f-3(17)
(18)(a) Powers of Attorney(11)
(18)(b) Power of Attorney for Susan M. Phillips(13)
(18)(c) Power of Attorney for Bruce R. Bond(18)
C-3
<PAGE>
(19) Certificate of Board Resolution Respecting Powers of
Attorney(18)
(20)(a) New Account Application(14)
(20)(b) Additional Services Application(14)
(20)(c) MetLife Securities, Inc. New Account Application(14)
(27)(a) Deleted
(27)(b) Deleted
- ----------------
* MetLife - State Street Investment Services, Inc. changed its name to State
Street Financial Services, Inc. effective as of June 18, 1992, and
subsequently changed its name to State Street Research Investment Services,
Inc. effective October 28, 1992. Documents in this listing of Exhibits
which were effective prior to the most recent name change accordingly refer
to MetLife - State Street Investment Services, Inc. or State Street
Financial Services, Inc. The Series of the Registrant have changed their
names at various times. Documents in this listing of Exhibits which were
immediately effective prior to the most recent name change accordingly
refer to a prior name of a series.
** Restated in electronic format in Post-Effective Amendment No. 17 filed
on December 31, 1997.
C-4
<PAGE>
Filed as part of the Registration Statement as noted below and incorporated
herein by reference:
<TABLE>
<CAPTION>
Footnote Securities Act of 1933
Reference Registration/Amendment Date Filed
<S> <C> <C>
1 Initial Registration November 21, 1986
2 Pre-Effective Amendment No. 1 February 13, 1987
3 Post-Effective Amendment No. 3 February 22, 1989
4 Post-Effective Amendment No. 7 February 26, 1993
5 Post-Effective Amendment No. 9 July 8, 1993
6 Post-Effective Amendment No. 10 February 9, 1994
7 Post-Effective Amendment No. 11 February 18, 1994
8 Post-Effective Amendment No. 13 November 30, 1994
9 Post-Effective Amendment No. 15 December 28, 1995
10 Post-Effective Amendment No. 16 February 27, 1997
11 Post-Effective Amendment No. 17 December 31, 1997
12 Post-Effective Amendment No. 19 August 19, 1998
13 Post-Effective Amendment No. 20 November 17, 1998
14 Post-Effective Amendment No. 21 November 27, 1998
15 Post-Effective Amendment No. 22 December 29, 1998
16 Post-Effective Amendment No. 23 February 12, 1999
17 Post-Effective Amendment No. 24 May 3, 1999
18 Post-Effective Amendment No. 25 June 29, 1999
19 Post-Effective Amendment No. 26 July 1, 1999
</TABLE>
C-5
<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. 27 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 August, 1999.
STATE STREET RESEARCH FINANCIAL TRUST
By: *
-------------------------------------
Ralph F. Verni
Chief Executive Officer and President
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:
* Trustee, Chairman of the Board
- ------------------------------------ and Chief Executive Officer
Ralph F. Verni (principal executive officer)
* Treasurer (principal financial
- ------------------------------------ and accounting officer)
Gerard P. Maus
*
- ------------------------------------ Trustee
Bruce R. Bond
*
- ------------------------------------ Trustee
Steve A. Garban
*
- ------------------------------------ Trustee
Malcolm T. Hopkins
* Trustee
- ------------------------------------
Dean O. Morton
* Trustee
- ------------------------------------
Susan M. Phillips
*
- ------------------------------------ Trustee
Toby Rosenblatt
* Trustee
- ------------------------------------
Michael S. Scott Morton
<PAGE>
*By: /s/ Francis J. McNamara, III
----------------------------
Francis J. McNamara, III,
Attorney-in-Fact under Powers of
Attorney incorporated by
reference from Post-Effective
Amendments Nos. 17, 20 and 25.
C-22
<PAGE>
1933 Act Registration No. 33-10327
1940 Act File No. 811-4911
================================================================================
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. 27 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 28 [X]
--------------------
STATE STREET RESEARCH FINANCIAL TRUST
(Exact Name of Registrant as Specified in Declaration of Trust)
--------------------
EXHIBITS
<PAGE>
INDEX TO EXHIBITS
(11)(a) Consent of PricewaterhouseCoopers LLP
EXHIBIT (11)(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Statement of
Additional Information constituting part of Post-Effective Amendment No. 26 to
the registration statement (No. 33-10327) on Form N-1A (the "Registration
Statement") of our report dated December 11, 1998 relating to the financial
statements and financial highlights appearing in the October 31, 1998 Annual
Report of State Street Research Strategic Portfolios: Conservative (a series of
State Street Research Financial Trust), which report is also referenced in the
Prospectus. We also consent to the reference to us under the heading
"Independent Accountants" in such Statement of Additional Information and to the
reference to us under the heading "Financial Highlights" in such Prospectus.
State Street Research Strategic Portfolios: Conservative will be renamed State
Street Research Strategic Income Plus Fund concurrent with the effectiveness of
the Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
August 31, 1999
