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EXHIBIT NO. 99.1(I)
FORM OF
MFS SERIES TRUST XI
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 24, 1996, as amended (the "Declaration"), of MFS Series Trust XI (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:
- Vertex International 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 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 the 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 Vertex
International 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,
and the Investment Company Act of 1940, 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.
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 02159
---------------------------
Nelson J. Darling, Jr.
75 Beach Bluff Avenue
Swampscott MA 01907
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William R. Gutow
3 Rue Dulac
Dallas TX 75230
