43177
SUB-ITEM 77Q1(a)
MFS SERIES TRUST X
CERTIFICATION OF AMENDMENT
TO THE DECLARATION OF TRUST
ESTABLISHMENT AND DESIGNATION
OF SERIES
AND
ESTABLISHMENT AND DESIGNATION
OF CLASSES
Pursuant to Section 6.9 of the Amended and Restated Declaration of
Trust dated January 18, 1995, as amended (the "Declaration"), of MFS Series
Trust X, 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 a 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:
MFS New Endeavor Fund
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 the series shall vote separately as a class 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(h) of the Declaration, this instrument shall be
effective upon the execution by a majority of the Trustees of the Trust.
The undersigned, being a majority of the Trustees of the Trust, acting
pursuant to Section 6.10 of the Declaration, do hereby divide the Shares of MFS
Endeavor Fund to create four classes of Shares, within the meaning of Section
6.10, as follows:
1. The four classes of Shares are designated "Class A Shares," "Class B
Shares," "Class C Shares" and "Class I Shares";
2. Class A Shares, Class B Shares, Class C Shares and Class I Shares shall
be entitled to all the rights and preferences accorded to shares under the
Declaration;
3. The purchase price of Class A Shares, Class B Shares, Class C Shares and
Class I Shares, the method of determination of the net asset value of Class A
Shares, Class B Shares, Class C Shares and Class I Shares, the price, terms and
manner of redemption of Class A Shares, Class B Shares, Class C Shares and Class
I Shares, any conversion feature of Class B Shares, and relative dividend rights
of holders of Class A Shares, Class B Shares, Class C Shares and Class I Shares
shall be established by the Trustees of the Trust in accordance with the
Declaration and shall be set forth in the current prospectus and statement of
additional information of the Trust or any series thereof, as amended from time
to time, contained in the Trust's registration statement under the Securities
Act of 1933, as amended;
4. Class A Shares, Class B Shares, Class C Shares and Class I Shares
shall vote together as a single class except that shares of a
class may vote separately on matters affecting only that class and
shares of a class not affected by a matter will not vote on that
matter; and
5. A class of shares of any series of the Trust may be terminated by the
Trustees by written notice to the Shareholders of the class.
<PAGE>
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.
J. Atwood Ives Arnold D. Scott
17 West Cedar Street 20 Rowes Wharf
Boston, MA 02108 Boston, MA 02110
Lawrence T. Perera Jeffrey L. Shames
18 Marlborough Street 38 Lake Avenue
Boston, MA 02116 Newton, MA 02159
William J. Poorvu Elaine R. Smith
975 Memorial Drive 75 Scotch Pine Road
Cambridge, MA 02138 Weston, MA 02193
Charles W. Schmidt David B. Stone
63 Claypit Hill Road 282 Beacon Street
Wayland, MA 01778 Boston, MA 02116
