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Exhibit (ii)

CERTIFICATE OF SECRETARY

I, Maureen A. Gemma, Secretary of Asian Small Companies Portfolio, Boston Income Portfolio, Build America Bond Portfolio, Dividend Builder Portfolio, Emerging Markets Local Income Portfolio, Emerging Markets Portfolio, Floating Rate Portfolio, Focused Growth Portfolio, Global Dividend Income Portfolio, Global Growth Portfolio, Global Macro Portfolio, Global Macro Absolute Return Advantage Portfolio, Global Opportunities Portfolio, Government Obligations Portfolio, Greater China Growth Portfolio, Greater India Portfolio, High Income Opportunities Portfolio, Inflation-Linked Securities Portfolio, International Equity Portfolio, International Income Portfolio, Investment Grade Income Portfolio, Investment Portfolio, Large-Cap Core Research Portfolio, Large-Cap Growth Portfolio, Large-Cap Value Portfolio, Multi-Cap Growth Portfolio, Multi-Sector Portfolio, Multi-Sector Option Strategy Portfolio, Senior Debt Portfolio, Small-Cap Portfolio, SMID-Cap Portfolio, Special Equities Portfolio, Tax-Managed Growth Portfolio, Tax-Managed International Equity Portfolio, Tax-Managed Mid-Cap Core Portfolio, Tax-Managed Multi-Cap Growth Portfolio, Tax-Managed Small-Cap Portfolio, Tax-Managed Small Cap Value Portfolio, Tax-Managed Value Portfolio and Worldwide Health Sciences Portfolio (individually, the “Portfolio” and collectively, the “Portfolios”), do hereby certify that the following resolutions are a true copy of the resolutions duly adopted by the Board of Trustees of the Portfolios at a meeting of the Board of Trustees on August 9, 2010, and that such resolutions have not been amended, modified or rescinded and remain in full force and effect:


RESOLVED:	That after due consideration of all relevant factors, including, but not
	limited to the value of the aggregate assets of the Fund to which any
	covered person may have access, the type and terms of the
	arrangements made with the Fund’s custodian for the custody and
	safekeeping of such assets, and the nature of the securities held by
	the Fund, it is determined that the amount, type, form and coverage
	provided by the ICI Mutual Insurance Company Bond (the “Bond”) in
	an amount up to $75,000,000 is approved and deemed to be
	reasonable and adequate;
FURTHER
RESOLVED:	That after due consideration of all relevant factors, including, but not
	limited to, the number of the other parties named as insured under
	said Bond, the nature of the business activities of such other parties,
	the amount of said Bond, the amount of the premium for said Bond,
	the ratable allocation of the premiums among all parties named as
	insureds, and the extent to which the share of the premium allocated
	to the Fund is less than the premium the Fund would have had to pay
	if it had provided and maintained a single insured bond, it is
	determined that the portion of the premium on said Bond to be paid
	by the Fund, is approved and deemed to be fair and reasonable;
FURTHER
RESOLVED:	That the Treasurer and any Assistant Treasurer are designated as officers of
	the Fund to make any filings and give any notices required by such Fund by
	Rule 17g-1 under the Investment Company Act of 1940;