SMALL-CAP 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
Small-Cap 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/ Maureen A. Gemma
Maureen A. Gemma
Secretary to the Trust
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