EXHIBIT (1)(c)
STATE STREET RESEARCH GROWTH TRUST
Amendment No. 3 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 Growth Trust (the "Trust") dated February 5, 1993 ("Master Trust
Agreement"), as heretofore amended, the following action is taken:
1. The Master Trust Agreement is hereby amended to establish and
designate additional series of shares to be known as State Street
Research Concentrated International Fund and State Street Research
Technology 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. 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 Growth Fund, shall be
required to authorize a consolidation, merger or transfer
involving such Sub-Trust."
This Amendment shall be effective as of _______________, 2000.
IN WITNESS WHEREOF, the undersigned officer or assistant officer of the
Trust hereby adopts the foregoing on behalf of the Trust pursuant to
authorization by the Trustees of the Trust.
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