STATE STREET RESEARCH TAX-EXEMPT TRUST
Amendment No. 5
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 (the "Master Trust Agreement"), as heretofore
amended, the following actions are taken:
1. 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."
2. 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 at anytime by vote of a majority of the Trustees then in
office subject to the approval of a majority of the outstanding voting
shares of that Sub-Trust or class, as defined in the 1940 Act."
3. 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 Trustees may sell, convey, merge and
transfer the assets of the Trust, or the assets belonging to any one
or more Sub-Trusts, to another trust, partnership, association or
corporation organized under the laws of any state of the United
States, or to the Trust to be held as assets belonging to another
Sub-Trust of the Trust, in exchange for cash, shares or other
securities (including, in the case of a transfer to another Sub-Trust
of the Trust, Shares of such other Sub-Trust or any class thereof)
with such transfer either (1) being made subject to, or with the
assumption by the transferee of, the liabilities belonging to each
Sub-Trust the assets of which are so transferred, or (2) not being
made subject to, or not with the assumption of, such liabilities;
provided, however, that no assets belonging to any particular
Sub-Trust shall be so transferred unless the terms of such transfer
shall have first been approved at a meeting called for the purpose by
the affirmative vote of the holders of a majority of the outstanding
voting Shares, as defined in the 1940 Act, of that Sub-
Trust. Following such transfer, the Trustees shall distribute such
cash, shares or other securities (giving due effect to the assets and
liabilities belonging to and any other differences among the various
Sub-Trusts or classes thereof the assets belonging to which have been
so transferred) among the Shareholders of the Sub-Trust the assets
belonging to which have so been transferred; and if all of the assets
of the Trust have so been transferred, the Trust shall be terminated.
The Trust, or any one or more Sub-Trusts, may, either as the
successor, survivor, or non-survivor, (1) consolidate with one or more
other 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 new consolidated trust, partnership,
association or corporation under the laws of which any one of the
constituent entities is organized, or (2) merge into one or more other
trusts, partnerships, 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, partnerships,
associations or corporations merged into it, any such consolidation or
merger to be upon such terms and conditions as are specified in an
agreement and plan of reorganization entered into by the Trust, or one
or more Sub-Trusts as the case may be, in connection therewith. The
terms "merge" or "merger" as used herein shall also include the
purchase or acquisition of any assets of any other trust, partnership,
association or corporation which is an investment company organized
under the laws of the Commonwealth of Massachusetts or any other state
of the United States. Any such consolidation or merger shall require
the affirmative vote of the holders of a majority of the outstanding
voting Shares, as defined in the 1940 Act, of each Sub-Trust affected
thereby.
This Amendment shall be effective as of February 23, 1999.
IN WITNESS WHEREOF, the undersigned assistant 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
