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XXXXX XXXXXX RESEARCH EQUITY TRUST
Amendment No. __ 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 MetLife -
State Street Equity Trust (the "Trust") dated June 1, 1993 (the "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 Athletes Fund,
such series to have the relative rights and preferences set forth in Article IV,
Section 4.2, subsections (a) through (l) of the Master Trust Agreement.
2. The last sentence of Article IV, Section 4.2(d) of the Master Trust Agreement
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 Equity Investment Fund, State Street Research Alpha
Fund or State Street Research Global Resources Fund, or a class thereof, shall
be subject to the approval by the affirmative vote 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 electronically 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-Trusts 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 an 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 Equity
Investment Fund, State Street Research Alpha Fund or State Street Research
Global Resources Fund, as applicable, shall be required to authorize a
consolidation, merger or transfer involving any such Sub-Trust."
This Amendment shall be effective as of March __, 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.
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