Exhibit (1)(d)
STATE STREET RESEARCH EQUITY TRUST
Amendment No. 6 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 Equity Trust (the "Trust") dated June 1, 1993 ("Master Trust
Agreement"), as heretofore amended, the Master Trust Agreement is hereby amended
to change the name of one of the series of shares under such Trust, currently a
Sub-Trust designated as
"State Street Research Equity Income Fund"
to
"State Street Research Alpha Fund."
This Amendment shall be effective as of January 21, 1998.
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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
Secretary
STATE STREET RESEARCH EQUITY TRUST
Amendment No. 7 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 Equity Trust (the "Trust") dated June 1, 1993 ("Master Trust
Agreement"), as heretofore amended, the following actions are 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
Athletes 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. The first sentence of the first paragraph of Section 4.2 of Article IV
of the Master Trust Agreement is hereby amended to read as follows:
"Section 4.2 Establishment and Designation of Sub-Trust. Without
limiting the authority of the Trustees set forth in Section 4.1
to establish and designate any further Sub-Trusts, the Trustees
hereby establish and designate four Sub-Trusts: The 'State Street
Research Alpha Fund', the 'State Street Research Equity
Investment Fund', the 'State Street Research Global Resources
Fund' and the 'State Street Research Athletes Fund'."
This Amendment shall operate to abolish State Street Research Capital
Appreciation Fund effective as of the completion of a certain
reorganization on or about August 18, 1997.
3. The last sentence of Article IV, Section 4.2(d) of the Master Trust is
deleted and replaced in its entirety with the following:
"The liquidation of any particular Sub-Trust or class thereof may
be authorized by vote of a
majority of the Trustees then in office without the approval of
shareholders of such Sub-Trust or class; provided, however, that
the liquidation of State Street Research Alpha Fund, State Street
Research Equity Investment Fund or State Street Research Global
Resources, or a class thereof, shall be subject to 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
the applicable Sub-Trust or class."
4. 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
electronic transmitted instructions, shall constitute execution
of such proxy by or on behalf of such Shareholder."
5. 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 holders of a majority of the outstanding
voting Shares, within the meaning of the 1940 Act, of State
Street Research Alpha Fund, State Street Research Equity
Investment Fund or State Street Research Global Resources Fund,
as applicable, shall be required to authorize a consolidation,
merger or transfer involving any such Sub-Trust."
This Amendment shall be effective as of March 25, 1998.
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/ Darman A. Wing
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Darman A. Wing
Assistant Secretary