LARGE-CAP VALUE 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 Large-Cap Value 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
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