EX-99.1(B) 2 ex99_1b.txt CERTIFICATION OF AMENDEMENT TO THE DECLARATION OF TRUST EXHIBIT NO. 99.1(b) MFS MUNICIPAL SERIES TRUST CERTIFICATION OF AMENDMENT TO THE DECLARATION OF TRUST ESTABLISHMENT AND DESIGNATION OF CLASSES Pursuant to Sections 6.9 and 9.3 of the Amended and Restated Declaration of Trust dated December 16, 2004, as amended (the "Declaration"), of MFS Municipal Series Trust, 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, do hereby divide the shares of MFS Municipal Income Fund, a series of the Trust, to create two additional classes of shares, within the meaning of Section 6.10, as follows: 1. The additional classes of Shares are designated "Class A1 Shares" and "Class B1 Shares"; 2. Class A1 Shares and Class B1 Shares shall be entitled to all the rights and preferences accorded to shares under the Declaration; 3. The purchase price of Class A1 Shares and Class B1 Shares, the method of determination of the net asset value of Class A1 Shares and Class B1 Shares, the price, terms and manner of redemption of Class A1 Shares and Class B1 Shares, and relative dividend rights of holders of Class A1 Shares and Class B1 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. All 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 November 28, 2006 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. ROBERT E. BUTLER ROBERT J. MANNING ----------------------------- ----------------------------- Robert E. Butler Robert J. Manning 804 W. Park Avenue 13 Rockyledge Road State College PA 16803 Swampscott MA 01907 LAWRENCE H. COHN ----------------------------- Lawrence H. Cohn LAWRENCE T. PERERA 45 Singletree Road ----------------------------- Chestnut Hill MA 02467 Lawrence T. Perera 18 Marlborough Street Boston MA 02116 DAVID H. GUNNING ----------------------------- David H. Gunning ROBERT C. POZEN 2571 N. Park Blvd. ----------------------------- Cleveland Heights OH 44106 Robert C. Pozen 9 Arlington Street Boston MA 02116 WILLIAM R. GUTOW ----------------------------- William R. Gutow J. DALE SHERRATT 3 Rue Dulac ----------------------------- Dallas TX 75230 J. Dale Sherratt 86 Farm Road Sherborn MA 01770 MICHAEL HEGARTY ----------------------------- Michael Hegarty LAURIE J. THOMSEN 177 Old Briarcliff Road ----------------------------- Briarcliff Manor NY 10510 Laurie J. Thomsen 235 Nashawtuc Road Concord MA 01742 J. ATWOOD IVES ----------------------------- ROBERT W. UEK J. Atwood Ives ----------------------------- 17 West Cedar Street Robert W. Uek Boston MA 02108 536 Tierra Mar Lane Naples FL 34108