LARGE-CAP CORE RESEARCH PORTFOLIO
AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
AMENDMENT effective November 14, 2011, made to the Agreement
and Declaration of Trust dated October 19, 2009, as amended, (hereinafter
called the "Declaration") of Large-Cap Core Research 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/ ▇▇▇▇▇▇▇ ▇. Gemma
▇▇▇▇▇▇▇ ▇. Gemma
Secretary to the Trust
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