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EXHIBIT NO. 99.1(m)
FORM OF
MFS INSTITUTIONAL TRUST
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 January 24, 1996, as amended (the "Declaration"), of MFS Institutional
Trust (the "Trust"), the undersigned Trustees of the Trust, being a majority of
the Trustees of the Trust, hereby establish and designate three 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 Institutional Large Cap Value Fund
- MFS Institutional International Research Equity Fund
- MFS Institutional Real Estate Investment 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, and the Investment Company Act of
1940, 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 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.
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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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Jeffrey L. Shames
38 Lake Avenue
Newton MA 02459
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Nelson J. Darling, Jr.
74 Beach Bluff Avenue
Swampscott, MA 01907
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William R. Gutow
3 Rue Dulac
Dallas, TX 75230
