EXHIBIT (1)(a)
STATE STREET RESEARCH EXCHANGE TRUST
Amendment No. 2
to
Master Trust Agreement
INSTRUMENT OF AMENDMENT
Pursuant to Article VII, Section 7.3 of the Master Trust Agreement of the
State Street Research Exchange Trust (the "Trust") dated February 7, 1989 (the
"Master Trust Agreement"), as heretofore amended, the following action is taken:
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."
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
