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EXHIBIT NO. 99.1(g)
MFS/SUN LIFE SERIES TRUST
FORM OF
CERTIFICATION OF AMENDMENT
TO THE DECLARATION OF TRUST
ESTABLISHMENT AND DESIGNATION
OF SERIES
Pursuant to Section 6.9 of the Amended and Restated Declaration of
Trust dated December 29, 1997, as amended (the "Declaration"), of MFS/Sun Life
Series Trust, a business trust organized under the laws of The Commonwealth of
Massachusetts (the "Trust"), the undersigned Trustees of the Trust, being a
majority of the Trustees of the Trust, hereby establish and designate two new
series of Shares (as defined in the Declaration), such series to have the
following special and relative rights:
1. The new series shall be designated:
- Global Telecommunications Series; and
- Mid Cap Growth Series.
2. The series shall be authorized to invest in cash, securities,
instruments and other property as from time to time described in the
Trust's then currently effective registration statement under the
Securities Act of 1933, as amended, to the extent pertaining to the
offering of Shares of such series. Each Share of the series shall be
redeemable, shall be entitled to one vote or fraction thereof in
respect of a fractional share on matters on which Shares of the
series shall be entitled to vote, shall represent a pro rata
beneficial interest in the assets allocated or belonging to the
series, and shall be entitled to receive its pro rata share of the
net assets of the series upon liquidation of the series, all as
provided in Section 6.9 of the Declaration.
3. Shareholders of each series shall vote separately as a class from
shareholders of each other series on any matter to the extent
required by, and any matter shall be deemed to have been effectively
acted upon with respect to the series as provided in Rule 18f-2, as
from time to time in effect, under the Investment Company Act of
1940, as amended, or any successor rule, and by the Declaration.
4. The assets and liabilities of the Trust shall be allocated among the
previously established and existing series of the Trust and such new
series as set forth in Section 6.9 of the Declaration.
5. Subject to the provisions of Section 6.9 and Article IX of the
Declaration, the Trustees (including any successor Trustees) shall
have the right at any time and from time to time to reallocate
assets and expenses or to change the designation of any series now
or hereafter created, or to otherwise change the special and
relative rights of any such establishment and designation of series
of Shares.
Pursuant to Section 6.9 of the Declaration, this establishment and
designation of series of Shares shall be effective upon the execution by a
majority of the Trustees of the Trust.
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IN WITNESS WHEREOF, a majority of the Trustees of the Trust have
executed this amendment, in one or more counterparts, all constituting a single
instrument, as an instrument under seal in The Commonwealth of Massachusetts, as
of this __________ day of _____________, 2000 and further certify, as provided
by the provisions of Section 9.3(d) of The Declaration, that this amendment was
duly adopted by the undersigned in accordance with the second sentence of
Section 9.3(a) of the Declaration.
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Samuel Adams David D. Horn
23 University Lane Strong Road
Manchester, MA 01944 New Vineyard, ME 04956
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J. Kermit Birchfield Garth Marston
33 Way Road 90 Beacon Street
Gloucester, MA 01930 Boston, MA 02108
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William R. Gutow Derwyn F. Phillips
3 Rue Dulac 22 Cliff Street
Dallas, TX 75230 Marblehead, MA 01945
