SUB-ITEM 77Q1
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 Income 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 Income
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 9th day of February 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.
JEFFREY L. SHAMES
Jeffrey L. Shames
38 Lake Avenue
Newton MA 02159
NELSON J. DARLING, JR.
Nelson J. Darling, Jr.
75 Beach Bluff Avenue
Swampscott MA 01907
WILLIAM R. GUTOW
William R. Gutow
3 Rue Dulac
Dallas TX 75230
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SUB-ITEM 77Q1
MFS SERIES TRUST XI
on behalf of
VERTEX U.S. ALL CAP FUND
Pursuant to Section 9.2(b) of the Amended and Restated Declaration of
Trust, dated January 24, 1996, as amended, of MFS Series Trust XI (the "Trust"),
the undersigned, constituting a majority of the Trustees of the Trust, do hereby
certify that Vertex U.S. All Cap Fund, a series of the Trust, has been
terminated.
IN WITNESS WHEREOF, the undersigned have executed this certificate as
of this 23rd day of December, 1999.
JEFFREY L. SHAMES
Jeffrey L. Shames
38 Lake Avenue
Newton, MA 02159
NELSON J. DARLING, JR.
Nelson J. Darling, Jr.
74 Beach Bluff Avenue
Swampscott, MA 01907
WILLIAM R. GUTOW
William R. Gutow
3 Rue Dulac
Dallas, TX 75230
