EXHIBIT (15)(f)
STATE STREET RESEARCH SECURITIES TRUST
RULE 12B-1 PLAN
WHEREAS, State Street Research Securities Trust, an unincorporated
association of the type commonly known as a business trust organized under the
laws of the Commonwealth of Massachusetts (the "Trust"), engages in business as
an open-end management investment company and is registered as such under the
Investment Company Act of 1940, as amended (the "Act");
WHEREAS, the Trust is authorized to (a) issue shares of beneficial
interest (the "Shares") in separate series, with the Shares of each such series
representing the interests in a separate portfolio of securities and other
assets, and (b) divide the Shares within each such series into two or more
classes;
WHEREAS, the Trust currently has series known as State Street Research
Strategic Income Fund, State Street Research Legacy Fund and State Street
Research Galileo Fund, to which this Agreement does NOT apply; and
WHEREAS, the Trust has established the State Street Research Concentrated
Large-Cap Value Fund and the State Street Research Tax-Managed Small-Cap Fund
(such portfolios being referred to herein as the "Initial Series," such series,
together with all other series subsequently established by the Trust and made
subject to this Rule 12b-1 Plan (this "Plan"), being referred to herein
individually as a "Series" and collectively as the "Series");
WHEREAS, the Trust may be deemed a distributor of the Shares within the
meaning of Rule 12b-1 under the Act, and desires to adopt this Plan, and has
adopted a related Distribution Agreement (the "Agreement") with State Street
Research Investment Services, Inc., the Trust's principal underwriter (the
"Distributor") pursuant to such Rule; and
WHEREAS, the Board of Trustees as a whole, and the Trustees who are not
interested persons (as defined in the Act) of the Trust and who have no direct
or indirect financial interest in the operation of this Plan or the Agreement
and any agreements relating to it (the "Qualified Trustees"), having determined,
in the exercise of their reasonable business judgment and in light of their
fiduciary duties under state law and under Section 36(a) and (b) of the Act,
that there is a reasonable likelihood that this Plan and the Agreement will
benefit each Initial Series and its shareholders, have accordingly approved this
Plan and the Agreement by votes cast in person at a meeting called for the
purpose of voting on this Plan and the Agreement and any agreements related
thereto.
NOW, THEREFORE, the Trust hereby adopts this Plan in accordance with Rule
12b-1 under the Act, on the following terms and conditions:
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SECTION 1. PAYMENTS TO THE DISTRIBUTOR
(a) Service Fees. The Trust shall pay the Distributor a service fee at the
end of each month at the annual rate of 0.25% of average daily net assets
attributable to the Class A, Class B(1), Class B and Class C Shares of the
Initial Series to compensate the Distributor and any securities firms or other
third parties who render personal services to and/or maintain shareholder
accounts for the shareholders of the respective Class.
With respect to any class of any Series subsequently established by the
Trust and made subject to this Plan, the Trust shall pay the Distributor a
service fee under this Plan at the annual rate agreed upon and specified in an
addendum hereto. The expenditures to be made pursuant to this Plan shall
commence with respect to each class of Shares of a Series as of the date on
which this Plan becomes effective with respect to each such class.
(b) Distribution Fees. The Trust shall pay the Distributor a distribution
fee under the Plan at the end of each month at the annual rate of (i) up to
0.15% of the average daily net assets attributable to the Class A shares, and
(ii) 0.75% of the average daily net assets attributable to the Class B(1), Class
B and Class C Shares of the Initial Series to compensate the Distributor for
services provided and expenses incurred by it in connection with sales,
promotional and marketing activities relating to the respective class.
With respect to any class of any Series subsequently established by the
Trust and made subject to this Plan, the Trust shall pay the Distributor a
distribution fee under this Plan at the annual rate agreed upon and specified in
an addendum hereto. The expenditures to be made pursuant to this Plan shall
commence with respect to each class of Shares of a Series as of the date on
which this Plan becomes effective with respect to each such class.
Payment of the distribution fee described in this Paragraph 1(b) shall be
subject to any limitation set forth in any applicable regulation of the National
Association of Securities Dealers, Inc.
SECTION 2. PAYMENTS FROM OTHER SOURCES.
To the extent that any payments made by the Trust to the Distributor or
State Street Research & Management Company (the "Adviser"), including payment of
investment management fees, should be deemed to be an indirect financing of any
activity primarily resulting in the sale of shares of the Trust within the scope
of Rule 12b-1 under the Act, then such payments shall be deemed to be authorized
by this Plan.
SECTION 3. TERM AND TERMINATION
(a) Initial Series. This Plan shall become effective with respect to each
class of each Initial Series as of the later of (i) the date on which a
Registration Statement with respect to such class of Shares becomes effective
under the Securities Act of 1933, as amended, or (ii) the date on which such
class of the Initial Series commences offering its Shares to the public.
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This Plan shall continue in effect with respect to each Initial Series until one
(1) year from the date of such effectiveness, unless the continuation of this
Plan shall have been approved with respect to the Initial Series in accordance
with the provisions of Section 3(c) hereof.
(b) Additional Series. This Plan shall become effective with respect to
each additional Series or class established by the Trust after the date hereof
and made subject to this Plan upon commencement of the initial public offering
thereof (provided, that this Plan has previously been approved for continuation
by votes of a majority of both (i) the Board of Trustees of the Trust and (ii)
the Qualified Trustees, cast in person at a meeting held before the initial
public offering of such additional Series or classes thereof and called for the
purpose of voting on such approval), and shall continue in effect with respect
to each such additional Series or class for one (1) year thereafter, unless the
continuation of this Plan shall have been approved with respect to such
additional Series or class in accordance with the provisions of Section 3(c)
hereof. The Distributor and the Trust on behalf of each such additional Series
or class shall each sign an addendum hereto agreeing to be bound hereby and
setting forth such specific and different terms as the parties may agree upon,
including, without implied limitation, the amount and purpose of payments to be
made hereunder.
(c) Continuation. This Plan and the Agreement shall continue in effect
with respect to each Series or class thereof subsequent to the initial term
specified in Section 3(a) and (b) for so long as such continuance is
specifically approved at least annually by votes of a majority of both (i) the
Board of Trustees of the Trust and (ii) the Qualified Trustees, cast in person
at a meeting called for the purpose of voting on this Plan, subject to any
shareholder approval requirements existing under applicable law.
(d) Termination.
(i) This Plan may be terminated at any time with respect to the
Trust or any Series or class thereof, as the case may be, by vote of a majority
of the Qualified Trustees, or by vote of a majority of the outstanding voting
securities of the Trust or that Series or class, as the case may be. This Plan
may remain in effect with respect to a Series or class thereof even if it has
been terminated in accordance with this Section 3(d) with respect to such Series
or one or more other Series of the Trust.
(ii) The Agreement may be terminated at any time, without penalty,
with respect to the Trust or any Series, as the case may be, by vote of a
majority of the Qualified Trustees or by vote of a majority of the outstanding
voting securities of the Trust or that Series, as the case may be, on sixty (60)
days' written notice to the Distributor. In addition, the Agreement provides for
automatic termination in the event of its assignment.
SECTION 4. AMENDMENTS
This Plan may be amended with respect to the Trust or a Series or class
thereof in the manner provided for annual renewal in Section 3(c) hereof;
provided, however, that this Plan may not be amended to increase materially the
amount of distribution expenditures provided
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for in Section 1 hereof unless such amendment is approved by a vote of a
majority of the outstanding voting securities of each Series or class thereof
with respect to which a material increase in the amount of distribution
expenditures is proposed.
SECTION 5. INDEPENDENT TRUSTEES
While this Plan is in effect with respect to any Series, the selection and
nomination of Trustees who are not interested persons (as defined in the Act) of
the Trust shall be committed to the discretion of the Trustees who are not
interested persons.
SECTION 6. QUARTERLY REPORTS
The Treasurer of the Trust and the Treasurer of the Distributor shall
provide to the Trustees of the Trust and the Trustees shall review, at least
quarterly, a written report of the amounts expended for distribution pursuant to
this Plan and the purposes for which such expenditures were made.
SECTION 7. RECORD KEEPING
The Trust shall preserve copies of this Plan, the Agreement and any
related agreements and all reports made pursuant to Section 6 hereof, for a
period of not less than six (6) years from the date of this Plan, and the
Agreement, the agreements or such reports, as the case may be, for the first two
(2) years in an easily accessible place.
SECTION 8. LIMITATION OF LIABILITY
The term "State Street Research Securities Trust" means and refers to the
Trustees of the Trust from time to time serving under the Master Trust Agreement
dated January 25, 1994 (the "Master Trust Agreement") as the same may
subsequently thereto have been, or subsequently hereto 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, personally, but bind only the trust
property of the Trust, as provided in the Master Trust Agreement. This Plan and
its execution and delivery have been authorized by the Trustees of the Trust and
signed by an authorized officer or assistant officer of the Trust, acting as
such, and neither such authorization by such Trustees nor such execution and
delivery by such officer or assistant officer shall be deemed to have been made
by any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the
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Trust as provided in the Master Trust Agreement. The Master Trust Agreement
further provides, and it is expressly agreed, that each Series shall be solely
and exclusively responsible for the payment of its debts, liabilities and
obligations and that no other Series shall be responsible or liable for the
same.
IN WITNESS WHEREOF, the Trust and the Distributor have executed this Rule
12b-1 Plan on the day and year set forth below in Boston, Massachusetts.
STATE STREET RESEARCH
SECURITIES TRUST
By: ___________________________
STATE STREET RESEARCH
INVESTMENT SERVICES, INC.
By: ___________________________
Dated as of:
