Exhibit (1)(c)
STATE STREET RESEARCH EQUITY TRUST
Amendment No. 5 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 Equity Trust (the "Trust")
dated June 1, 1993 ("Master Trust Agreement"), as heretofore amended, the
following actions are taken:
The last sentence of Article IV, Section 4.2(d) of the Master Trust
Agreement is hereby amended to read as follows:
"The liquidation of any particular Sub-Trust or class thereof may be
authorized by vote of a majority of the Trustees then in office without
the approval of shareholders of such Sub-Trust."
Section 5.3 of Article V of the Master Trust Agreement is revised in its
entirety to read as follows:
"Section 5.3 Record Dates. For the purpose of determining the
Shareholders who are entitled to vote or act at any meeting or any
adjournment thereof, or who are entitled to participate in any dividend
or distribution, or for the purpose of any other action, the Trustees
may from time to time close the transfer books for such period, not
exceeding 30 days (except at or in connection with the termination of
the Trust), as the Trustees may determine; or without closing the
transfer books the Trustees may fix a reasonable date and time prior to
the date of any meeting of Shareholders or other action as the date and
time of record for the determination of Shareholders entitled to vote at
such meeting or any adjournment thereof or to be treated as a
Shareholder of record for purposes of such other action, even though he
has since that date and time disposed of his Shares, and no Shareholder
becoming such after that date and time shall be so entitled to vote at
such meeting or any adjournment thereof or to be treated as a
Shareholder of record for purposes of such other action."
Section 7.2 of Article VII of the Master Trust Agreement is revised in
its entirety to read as follows:
"Section 7.2 Reorganization. The Trust, or any one or more Sub-Trusts,
may, either as the successor, survivor, or non-survivor, (1) consolidate
or merge with one or more other trusts, sub-trusts, partnerships,
associations or corporations organized under the laws of The
Commonwealth of Massachusetts or any other state of the United States,
to form a consolidated or merged trust, sub-trust, partnership, limited
liability company, association or corporation under the laws of which
any one of the constituent entities is organized, with the Trust or
Sub-Trust to be the survivor or non-survivor of such consolidation or
merger or (2) transfer a substantial portion of its assets to one or
more other trusts, sub-trusts, partnerships, limited liability
companies, associations or corporations organized under the laws of The
Commonwealth of Massachusetts or any other state of the United States,
or have one or more such trusts, sub-trusts, partnerships, limited
liability companies, associations or corporations transfer a substantial
portion of its assets to it, any such consolidation, merger or transfer
to be upon such terms and conditions as are specified in an agreement
and plan of reorganization authorized and approved by the Trustees and
entered into by the Trust, or one or more Sub-Trusts, as the case may
be, in connection therewith. Any such consolidation, merger or transfer
may be authorized by vote of a majority of the Trustees then in office
without the approval of shareholders of any Sub-Trust."
This Amendment shall be effective as of November 17, 1995.
IN WITNESS WHEREOF, the undersigned 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
