STATE STREET RESEACH MASTER INVESTMENT TRUST
Amendment No. 2
to
First Amended and Restated Master Trust Agreement
INSTRUMENT OF AMENDMENT
Pursuant to Article VII, Section 7.3 of the First Amended and Restated
Master Trust Agreement of the State Street Research Master Investment Trust (the
"Trust") dated February 5, 1993 (the "Master Trust Agreement"), as heretofore
amended, the following action is taken:
The following is added immediately prior to the last sentence of Article V,
Section 5.1:
"Execution of a proxy by a person or organization, which has
been authorized to do so by a Shareholder pursuant to
telephonic or electronically transmitted instructions, shall
constitute execution of such proxy by or on behalf of such
Shareholder."
This Amendment shall be effective as of February 23, 1999.
IN WITNESS WHEREOF, the undersigned assistant officer of the Trust
hereby adopts the foregoing on behalf of the Trust pursuant to authorization by
the Trustees of the Trust.
/s/ Darman A. Wing
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Darman A. Wing
Assistant Secretary
