MULTI-CAP GROWTH PORTFOLIO
AMENDMENT TO AGREEMENT AND DECLARATION OF
TRUST
AMENDMENT effective November 14, 2011, made to
the Agreement and Declaration of Trust dated December 14,
2009, as amended, (hereinafter called the "Declaration") of
Multi-Cap Growth Portfolio, a Massachusetts business trust
(hereinafter called the "Trust"), by at least a majority of the
Trustees of the Trust in office on November 14, 2011. This
amendment supersedes and replaces in its entirety the
amendment to the Declaration executed on December 21,
2011.
WHEREAS, Section 10.4 of Article X of the
Declaration empowers the Trustees of the Trust to amend the
Declaration without the vote or consent of Shareholders;
NOW, THEREFORE, at least a majority of the duly
elected and qualified Trustees do hereby amend the
Declaration in the following manner:
1. Article X Section 10.2 of the Declaration is hereby
amended and restated in its entirety to read as follows:
ARTICLE X
10.2. Termination.
(a) The Trust may be terminated (i) by
the affirmative vote of Holders of not less than two-thirds of all
Shares at any meeting of Holders or by an instrument in
writing without a meeting consented to by Holders of not less
than two-thirds of all Shares, or (ii) by the approval of a
majority of the Trustees then in office to be followed by written
notice to the Holders. Upon any such termination,
(i) the Trust shall carry on no business except for the
purpose of winding up its affairs;
(ii) the Trustees shall proceed to wind up the affairs
of the Trust and all of the powers of the Trustees under this
Declaration shall continue until the affairs of the Trust have
been wound up, including the power to fulfill or discharge the
contracts of the Trust, collect the assets of the Trust, sell,
convey, assign, exchange or otherwise dispose of all or any
part of the Trust Property to one or more Persons at public or
private sale for consideration which may consist in whole or in
part of cash, securities or other property of any kind, discharge
or pay the liabilities of the Trust, and do all other acts
appropriate to liquidate the business of the Trust; provided
that any sale, conveyance, assignment, exchange or other
disposition of all or substantially all the Trust Property shall
require approval of the principal terms of the transaction and
the nature and amount of the consideration by the vote of
Holders holding more than 50% of all Shares; and
(iii) after paying or adequately providing for the
payment of all liabilities, and upon receipt of such releases,
indemnities and refunding agreements as they deem
necessary for their protection, the Trustees shall distribute the
remaining Trust Property, in cash or in kind or partly each,
among the Holders according to their respective rights as set
forth in the procedures established pursuant to Section 8.2
hereof.
(b) Upon termination of the Trust and
distribution to the Holders as herein provided, a Trustee or an
officer of the Trust shall execute and file with the records of
the Trust an instrument in writing setting forth the fact of such
termination and distribution. Upon termination of the Trust,
the Trustees shall thereupon be discharged from all further
liabilities and duties hereunder, and the rights and interests of
all Holders shall thereupon cease.
(c) After termination of the Trust, and
distribution to the Holders as herein provided, a Trustee or an
officer of the Trust shall execute and lodge among the records
of the Trust and file with the Massachusetts Secretary of State
an instrument and a certificate (which may be part of such
instrument) in writing setting forth the fact of such termination
and that it has been duly adopted by the Trustees, and the
Trustees shall thereupon be discharged from all further
liabilities and duties with respect to the Trust, and rights and
interests of all Holders of the Trust.
* * * * *
IN WITNESS WHEREOF, the undersigned certifies this
amendment has been duly adopted at a meeting of the Board
of Trustees held on November 14, 2011. Signed this 25th day
of January, 2012.
/s/ Xxxxxxx X. Gemma
Xxxxxxx X. Gemma
Secretary to the Trust
