Exhibit (1)(b)
STATE STREET RESEARCH CAPITAL TRUST
Amendment No. 3 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 Capital Trust (the "Trust")
dated February 5, 1993 ("Master Trust Agreement"), as heretofore amended, the
last sentence of the second paragraph of Article VII, Section 7.2 of the Master
Trust Agreement is hereby amended to read as follows:
"Any such consolidation, merger or transfer of assets 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 which is a party to
such transaction, except that such affirmative vote of the holders of
Shares shall not be required as to a Sub-Trust which is the survivor of
such consolidation or merger or the transferee of such assets."
This Amendment shall be effective as of November 1, 1995.
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.
/s/ Xxxxxxx X. XxXxxxxx, III
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Xxxxxxx X. XxXxxxxx, III
Secretary
