0000912057-02-013109 Sample Contracts

INSTRUMENT OF AMENDMENT
State Street Research Growth Trust • April 1st, 2002

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 State Street Research Growth Trust (the "Trust") dated February 5, 1993 ("Master Trust Agreement"), as heretofore amended, the Master Trust Agreement is hereby amended to establish and designate an additional series of shares to be known as State Street Research Core Income Fund, such new series to have the relative rights and preferences set forth in Article IV, Section 4.2, subsection (a) through (l) of the Master Trust Agreement.

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