EXHIBIT (1)(c)
STATE STREET RESEARCH MASTER INVESTMENT 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 Master Investment 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 an additional series of shares to be known as State Street
Research Equity Index Fund, such series to have the relative rights and
preferences set forth in Article IV, Section 4.2, subsections (a)
through (m) 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 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
holders of a majority of the outstanding voting Shares, within
the
meaning of the 1940 Act, of State Street Research Investment
Trust, shall be required to authorize a consolidation, merger
or transfer involving such Sub-Trust."
This Amendment shall be effective as of June 13, 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
