EX-99.(A)3 2 a16-13552_1ex99da3.htm EX-99.(A)3

EXHIBIT NO. 99.(a) 3

 

MFS SERIES TRUST XIV

 

CERTIFICATION OF AMENDMENT

TO THE DECLARATION OF TRUST

 

Pursuant to Section 9.3 of the Amended and Restated Declaration of Trust dated July 24, 2007, as amended (the “Declaration”), of MFS Series Trust XV, a business trust organized under the laws of The Commonwealth of Massachusetts (the “Trust”), the undersigned, constituting a majority of the Trustees of the Trust, do hereby amend the following Sections of the Declaration to be effective on May 2, 2016

 

Pursuant to Section 9.3 of the Declaration, the undersigned Trustees of the Trust, being a majority of the Trustees of the Trust, hereby replace Article V, Section 5.7 of the Declaration to read in its entirety as follows:

 

“Section 5.7.  Claims. As used herein, a “direct Shareholder claim” shall refer to (i) a claim based upon alleged violations of a Shareholder’s individual rights independent of any harm to the Trust, including a Shareholder’s voting rights under Section 6.8 hereof, rights to receive a dividend payment as may be declared from time to time, rights to inspect books and records, or other similar rights personal to the Shareholder and independent of any harm to the Trust; and (ii) a claim for which a direct shareholder action is expressly provided under the U.S. federal securities laws. Any claim asserted by a Shareholder that is not a direct Shareholder claim, including without limitation any claims purporting to be brought on behalf of the Trust or involving any alleged harm to the Trust, shall be considered a “derivative claim” as used herein.

 

a. Derivative Claims. No Shareholder shall have the right to bring or maintain any court action or other proceeding asserting a derivative claim or any claim asserted on behalf of the Trust or involving any alleged harm to the Trust without first making demand on the Trustees requesting the Trustees to bring or maintain such action, proceeding or claim. Such demand shall be excused only when the plaintiff makes a specific showing that irreparable nonmonetary injury to the Trust or any series or class thereof would otherwise result, or if a majority of the Board of Trustees, or a majority of any committee established to consider the merits of such action, has a material personal financial interest in the action at issue. A Trustee shall not be deemed to have a personal financial interest in an action or otherwise be disqualified from ruling on a Shareholder demand by virtue of the fact that such Trustee receives remuneration from his or her service on the Board of Trustees of the Trust or on the boards of one or

 


 

more investment companies with the same or an affiliated investment adviser or underwriter, or the amount of such remuneration. Such demand shall be mailed to the Secretary of the Trust at the Trust’s principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the shareholder to support the allegations made in the demand. The Trustees shall consider such demand within 90 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of shareholders of the Trust or series or class of Shares, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be binding upon the Shareholders.”

 

Pursuant to Section 9.3 of the Declaration, the undersigned Trustees of the Trust, being a majority of the Trustees of the Trust, hereby amend Article VI, Section 6.2 of the Declaration to add the following language before the last sentence of Section 6.2:

 

“The Trust may enter into contractual arrangements with an Investment Adviser, Distributor, Transfer Agent, and other parties who each provide services to the Trust. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of any series of the Trust. The summary prospectus, prospectus and the Statement of Additional Information describing any series of the Trust are not contracts between the Trust and the shareholders of any series of the Trust and do not give rise to any shareholder rights other than any rights conferred explicitly by federal or state securities laws that may not be waived.”

 

Pursuant to Section 9.3 of the Declaration, the undersigned Trustees of the Trust, being a majority of the Trustees of the Trust, hereby add Section 10.7 to Article X of the Declaration to read in its entirety as follows:

 

“Section 10.7.  Forum for Adjudication of Disputes.  Unless the Trust consents in writing to the selection of an alternative forum, (i) any action or proceeding brought by or on behalf of the Trust or any of the Trust’s Shareholders, (ii) any action asserting a claim against any the Trust (or any series thereof), or against any trustee, officer or other employee of the Trust, whether arising under federal law, the law of any state, or the law of a non-U.S. jurisdiction, (iii) any action asserting a claim arising pursuant to any provision of the Massachusetts Business Corporation Act, the statutory or common law of the Commonwealth of Massachusetts, the Declaration or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of this Declaration, the Trust’s by-laws, or any agreement on behalf of the Trust authorized thereunder, or (v) any action

 


 

asserting a claim governed by the internal affairs doctrine (each, a “Covered Action”) shall be brought in the state or federal courts located within the Commonwealth of Massachusetts. Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Section, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Section.

 

If any Covered Action is filed in a court other than the state or federal courts of the Commonwealth of Massachusetts (a “Foreign Action”) in the name of any shareholder, such shareholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section (an “Enforcement Action”) and (ii) having service of process made upon such shareholder in any such Enforcement Action by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder.

 

If any provision or provisions of this Section shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section (including, without limitation, each portion of any sentence of this Section containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.”

 


 

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 May 2, 2016 and further certify, as provided by the provisions of Section 9.3(c) of the Declaration, that this amendment was duly adopted by the undersigned in accordance with Section 9.3(a) of the Declaration.

 

STEVEN E. BULLER

 

JOHN P. KAVANAUGH

Steven E. Buller

 

John P. Kavanaugh

c/o MFS Investment Management

 

c/o MFS Investment Management

111 Huntington Avenue

 

111 Huntington Avenue

Boston, MA 02199

 

Boston, MA 02199

 

 

 

 

 

 

ROBERT E. BUTLER

 

ROBERT J. MANNING

Robert E. Butler

 

Robert J. Manning

c/o MFS Investment Management

 

MFS Investment Management

111 Huntington Avenue

 

111 Huntington Avenue

Boston, MA 02199

 

Boston, MA 02199

 

 

 

 

 

 

MAUREEN R. GOLDFARB

 

MARYANNE L. ROEPKE

Maureen R. Goldfarb

 

Maryanne L. Roepke

c/o MFS Investment Management

 

c/o MFS Investment Management

111 Huntington Avenue

 

111 Huntington Avenue

Boston, MA 02199

 

Boston, MA 02199

 

 

 

 

 

 

DAVID H. GUNNING

 

ROBIN A. STELMACH

David H. Gunning

 

Robin A. Stelmach

c/o MFS Investment Management

 

MFS Investment Management

111 Huntington Avenue

 

111 Huntington Avenue

Boston, MA 02199

 

Boston, MA 02199

 

 

 

 

 

 

WILLIAM R. GUTOW

 

LAURIE J. THOMSEN

William R. Gutow

 

Laurie J. Thomsen

c/o MFS Investment Management

 

c/o MFS Investment Management

111 Huntington Avenue

 

111 Huntington Avenue

Boston, MA 02199

 

Boston, MA 02199

 

 

 

 

 

 

MICHAEL HEGARTY

 

ROBERT W. UEK

Michael Hegarty

 

Robert W. Uek

c/o MFS Investment Management

 

c/o MFS Investment Management

111 Huntington Avenue

 

111 Huntington Avenue

Boston, MA 02199

 

Boston, MA 02199