McLachlan

OPINION AND ORDER

Plaintiffs in this case are shareholders and former shareholder's of the Navellier Series Fund (“Fund”), Louis G. Navellier, an individual and Trustee and Shareholder of the Navellier Series Fund on his own behalf as a Trustee on behalf of The Navellier Series Fund and as a class representative (“Navellier”), and Navellier Management, Inc (“NMI”). They brought this action against defendants Donald Simon (“Simon”), Kenneth Sletten (“Sletten”), and Lawrence Bian- chi (“Bianchi”), who are Independent Trustees of the Navellier Series Fund (collectively “Independent Trustees”), Roy Adams (“Adams”), the Independent Trustees’ attorney, and Massachusetts Financial Services (“MFS”) for, among other things, breach of fiduciary duty. Defendants now move to dismiss the action for failure to state a claim pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. The Independent Trustees’ motion is denied, and the MFS’s and Adams’ motions are granted with prejudice.

I.

On May 15, 1993, Navellier and NMI caused the Fund to be organized as a Delaware business trust to engage in the business of investing assets in an open-end investment company (a mutual fund).…