STATE STREET RESEARCH INCOME TRUST
Amendment No. 5
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 State Street Research Income Trust (the "Trust")
dated June 1, 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 any time 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) 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
the assets belonging to which have so been transferred) among the
Shareholders of the Sub-Trust the assets belonging to which have
been so transferred; and if all of the assets of the Trust have
been so 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
