Exhibit 1(c)
STATE STREET RESEARCH FINANCIAL TRUST
Amendment No. 4 to First Amended and
Restated Master Trust Agreement
INSTRUMENT OF AMENDMENT
Pursuant to Article IV, Sections 4.1 and 4.2 and Article VII, Section
7.3 of the First Amended and Restated Master Trust Agreement of the State Street
Research Financial Trust (the "Trust") dated June 1, 1993 ("Master Trust
Agreement"), as heretofore amended, the following actions are taken:
1. The Master Trust Agreement is hereby amended to establish and designate
an additional series of shares to be known as State Street Research
International Equity Fund, such series to have the relative rights and
preferences set forth in Article IV, Section 4.2, subsection (a)
through (l) of the Master Trust Agreement.
2. The last sentence of Article IV, Section 4.2(d) of the Master Trust is
deleted and replaced in its entirety with the following:
"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 or
class; provided, however, that the liquidation of State Street
Research Government Income Fund, State Street Research Strategic
Portfolios: Aggressive, State Street Research Strategic
Portfolios: Moderate or State Street Research Strategic
Portfolios: Conservative, or a class thereof, shall be subject to
the approval by the affirmative vote of the holders of a majority
of the outstanding voting Shares, within the meaning of the 1940
Act, of the applicable Sub-Trust or class."
3. 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
electronic transmitted instructions, shall constitute execution
of such proxy by or on behalf of such Shareholder."
4. Article VII, Section 7.2 of the Master Trust Agreement is deleted and
replaced in its entirety with the following:
"Section 7.2 Reorganization. The Trust, on behalf of any one or
more Sub-Trust, may, either as the successor, survivor, or
non-survivor, (1) consolidate or merge with 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, 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 to be the survivor or non-survivor of
such consolidation or merger or (2) transfer 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 its assets to it, any such consolidation,
merger or transfer to be upon such terms and conditions as are
specified in any agreement and plan of reorganization authorized
and approved by the Trustees and entered into by the Trust on
behalf of 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;
provided, however, that the approval by the affirmative vote of
the holders of a majority of the outstanding voting Shares, within
the meaning of the 1940 Act, of State Street Research Government
Income Fund, State Street Research Strategic Portfolios:
Aggressive, State Street Research Strategic Portfolios: Moderate
or State Street Research Strategic Portfolios: Conservative, as
applicable, shall be required to authorize a consolidation, merger
or transfer involving any such Sub-Trust."
This Amendment shall be effective as of April 2, 1998.
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
