METLIFE - STATE STREET FINANCIAL TRUST
Amendment No. 3 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 MetLife - State Street Financial Trust (the
"Trust") dated June 1, 1993 ("Master Trust Agreement"), as heretofore amended,
the Master Trust Agreement is hereby amended as follows:
Pursuant to Article I, Section 1.1, the name of the Trust is hereby
changed to "State Street Research Financial Trust."
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 March 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
