EXHIBIT (1)(c)
STATE STREET RESEARCH TAX-EXEMPT TRUST
Amendment No. 4
to
Second Amended and Restated Master Trust Agreement
INSTRUMENT OF AMENDMENT
Pursuant to Article VII, Section 7.3 of the Second Amended and Restated
Master Trust Agreement of the State Street Research Tax-Exempt Trust (the
"Trust") dated June 5, 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 May 1, 1996.
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/ Xxxxxxx X. XxXxxxxx, III
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Xxxxxxx X. XxXxxxxx, III
Secretary
