STATE STREET RESEARCH GROWTH TRUST
Amendment No. 3 to First Amended and
Restated Master Trust Agreement
INSTRUMENT OF AMENDMENT
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 following action is taken:
1. The Master Trust Agreement is hereby amended to establish and designate
additional series of shares to be known as State Street Research
Concentrated International Fund and State Street Research Technology Fund,
such 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.
2. 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 Trust, on behalf of any one or
more Sub-Trust, may, either as the successor, survivor, or
non-survivor, (1) consolidate or merge with one or more other trusts,
sub-trusts, partnerships, limited liability companies, associations or
corporations organized under the laws of the Commonwealth of
Massachusetts or any other state of the United States, to form a
consolidated or merged trust, sub-trust, partnership, limited
liability company, association or corporation under the laws of which
any one of the constituent entities is organized, with the Trust to be
the survivor or non-survivor of such consolidation or merger or (2)
transfer its assets to one or more other trusts, sub-trusts,
partnerships, limited liability companies, 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, sub-trusts, partnerships, limited liability
companies, associations, or corporations transfer its assets to it,
any such consolidation, merger or transfer to be upon such terms and
conditions as are specified in any agreement and plan of
reorganization authorized and approved by the Trustees and entered
into by the Trust on behalf of one or more Sub-Trusts, as the case may
be, in connection therewith. Any such consolidation, merger or
transfer may be authorized by vote of a majority of the Trustees then
in office without the approval of shareholders of any Sub-Trust;
provided, however, that the approval by the affirmative vote of the
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holders of a majority of the outstanding voting Shares, within the
meaning of the 1940 Act, of State Street Research Growth Fund, shall
be required to authorize a consolidation, merger or transfer involving
such Sub-Trust."
This Amendment shall be effective as of June 1, 2000.
IN WITNESS WHEREOF, the undersigned officer or 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
