UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant x☒ Filed by a Party other than the Registrant ¨☐
Check the appropriate box:
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
MFS® VARIABLE INSURANCE TRUST
MFS® VARIABLE INSURANCE TRUST II
MFS® VARIABLE INSURANCE TRUST III
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrants)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. |
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
1) | Title of each class of securities to which transaction applies: |
2) | Aggregate number of securities to which transaction applies: |
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
4) | Proposed maximum aggregate value of transaction: |
5) | Total fee paid: |
☐ | Fee paid previously with preliminary materials. |
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
1) | Amount Previously Paid: |
2) | Form, Schedule or Registration Statement No.: |
3) | Filing Party: |
4) | Date Filed: |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE SHAREHOLDER MEETINGS
TO BE HELD ON MARCH 23, 2017.
JANUARY 28, 2010
THIS PROXY STATEMENT IS AVAILABLE AT
www.accessmyproxy.com/MFS
MFS® VARIABLE INSURANCE TRUST www.proxyonline.com/docs/MFS2017.pdf
MFS® VARIABLE INSURANCE TRUST | ||
MFS® Global Equity Series | MFS® Research Series | |
MFS® Growth Series | MFS® Total Return Bond Series | |
MFS® Investors Trust Series | MFS® Total Return Series | |
MFS® Mid Cap Growth Series | MFS® Utilities Series | |
MFS® New Discovery Series | MFS® Value Series | |
MFS® VARIABLE INSURANCE TRUST II | ||
MFS® Blended Research Core Equity | MFS® High Yield Portfolio | |
MFS® | MFS® | |
MFS® Corporate Bond Portfolio | MFS® International Value Portfolio | |
MFS® Emerging Markets Equity Portfolio | MFS® | |
MFS® Global Governments Portfolio | MFS® Research International Portfolio | |
MFS® Global Growth Portfolio | MFS® Strategic Income Portfolio | |
MFS® Global Research Portfolio | MFS® Technology Portfolio | |
MFS® Global Tactical Allocation Portfolio | MFS® U.S. Government Money Market Portfolio | |
MFS® Government Securities Portfolio | ||
MFS® VARIABLE INSURANCE TRUST III | ||
MFS® Blended Research Small Cap Equity Portfolio | MFS® Limited Maturity Portfolio | |
MFS® Conservative Allocation Portfolio | MFS® Mid Cap Value Portfolio | |
MFS® Global Real Estate Portfolio | MFS® Moderate Allocation Portfolio | |
MFS® Growth Allocation Portfolio | MFS® New Discovery | |
MFS® Inflation-Adjusted Bond Portfolio |
500 Boylston Street,111 Huntington Avenue, Boston, Massachusetts 0211602199
Notice of a Special Meeting of Shareholders
To be held on January 28, 2010March 23, 2017
A Special Meeting of Shareholders of each of the above referenced seriesfunds (each, a “Series”“Fund” and collectively, the “Series”“Funds”) “) will be held at 500 Boylston Street,111 Huntington Avenue, Boston, Massachusetts 02116,02199, at 10:30 a.m. on Thursday, January 28, 2010,March 23, 2017, for the following purposes:
ITEM 1. | To elect |
ITEM 2. | To transact such other business as may properly come before the Meeting and any adjournments thereof. |
Each SeriesFund will hold its meeting simultaneously with each other Fund. With respect to Item 1, all of the other Series. Shareholdersshareholders of all SeriesFunds that are series of the same Trust will vote together as a single class with respect to Item 1.class.
THE TRUSTEES OF THE TRUSTTHAT OVERSEE YOUR FUND RECOMMEND
THAT YOU VOTE
IN FAVOR OF ITEM 1.
Only a Series’Fund’s shareholders of record on November 13, 2009January 6, 2017 will be entitled to vote at that Series’Fund’s Meeting of Shareholders.
By order of the Board of Trustees
SUSAN S. NEWTONCHRISTOPHER R. BOHANE
Assistant Secretary and Assistant Clerk
December 7, 2009
1
January 30, 2017
YOUR VOTE IS IMPORTANT. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, THEN WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND RETURNING THE ENCLOSED PROXY OR RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF A SECOND SOLICITATION FOR YOUR SERIES.FUND. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.
2
MFS® VARIABLE INSURANCE TRUST | ||
MFS® Global Equity Series | MFS® Research Series | |
MFS® Growth Series | MFS® Total Return Bond Series | |
MFS® Investors Trust Series | MFS® Total Return Series | |
MFS® Mid Cap Growth Series | MFS® Utilities Series | |
MFS® New Discovery Series | MFS® Value Series | |
MFS® VARIABLE INSURANCE TRUST II | ||
MFS® Blended Research Core Equity Portfolio | MFS® High Yield Portfolio | |
MFS® Core Equity Portfolio | MFS® International Growth Portfolio | |
MFS® Corporate Bond Portfolio | MFS® International Value Portfolio | |
MFS® Emerging Markets Equity Portfolio | MFS® Massachusetts Investors Growth Stock Portfolio | |
MFS® Global Governments Portfolio | MFS® Research International Portfolio | |
MFS® Global Growth Portfolio | MFS® Strategic Income Portfolio | |
MFS® Global Research Portfolio | MFS® Technology Portfolio | |
MFS® Global Tactical Allocation Portfolio | MFS® U.S. Government Money Market Portfolio | |
MFS® Government Securities Portfolio | ||
MFS® VARIABLE INSURANCE TRUST III | ||
MFS® Blended Research Small Cap Equity Portfolio | MFS® Limited Maturity Portfolio | |
MFS® Conservative Allocation Portfolio | MFS® Mid Cap Value Portfolio | |
MFS® Global Real Estate Portfolio | MFS® Moderate Allocation Portfolio | |
MFS® Growth Allocation Portfolio | MFS® New Discovery Value Portfolio | |
MFS® Inflation-Adjusted Bond Portfolio |
PROXY STATEMENT
MFS® CORE EQUITY SERIES
MFS® GLOBAL EQUITY SERIES
MFS® GROWTH SERIES
MFS® HIGH INCOME SERIES
MFS® INVESTORS GROWTH STOCK SERIES
MFS® INVESTORS TRUST SERIES
MFS® MID CAP GROWTH SERIES
MFS® NEW DISCOVERY SERIES
MFS® RESEARCH BOND SERIES
MFS® RESEARCH INTERNATIONAL SERIES
MFS® RESEARCH SERIES
MFS® STRATEGIC INCOME SERIES
MFS® TOTAL RETURN SERIES
MFS® UTILITIES SERIES
MFS® VALUE SERIES
Proxy Statement
December 7, 2009JANUARY 30, 2017
This Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Trustees (the “Board”) of MFS Variable Insurance Trust, (the “Trust”), of which each of the above referenced seriesMFS Variable Insurance Trust II and MFS Variable Insurance Trust III (each, a “Series”“Trust” and collectively, the “Series”“Trusts”) is a series, to be used at the Meeting of Shareholders (the “Meeting”) of each Seriesfund that is a series of one of the Trusts (each, a “Meeting”“Fund” and collectively, the “Funds”) to be held at 10:30 a.m. on January 28, 2010March 23, 2017 at 500 Boylston Street,111 Huntington Avenue, Boston, Massachusetts 02116,02199, for the purposes set forth in the accompanying Notice of a Special Meeting of Shareholders (the “Notice”). IfInformation regarding the enclosed formBoard of proxy is executed and returned, it may neverthelessTrustees can be revoked prior to its exercise by a signed writing filed withfound in the proxy tabulation agent, D.F. King & Co., Inc., 161 Bay State Drive, Braintree, Massachusetts 02184, or delivered at the Meeting. Solicitationsection of proxies is being made by the mailing of the Notice and this Proxy Statement with its enclosures on or about December 7, 2009. On November 13, 2009, the following numberentitled “Election of shares were outstanding for each Series:Trustees.”
Series | # of Initial Class Shares Outstanding | # of Service Class Shares Outstanding | ||
MFS Core Equity Series | 4,653,822.188 | 361,724.036 | ||
MFS Global Equity Series | 3,266,765.163 | 176,334.806 | ||
MFS Growth Series | 23,137,870.433 | 1,455,445.723 | ||
MFS High Income Series | 42,152,672.796 | 883,887.926 | ||
MFS Investors Growth Stock Series | 9,552,533.838 | 42,007,370.887 | ||
MFS Investors Trust Series | 35,507,153.916 | 2,493,155.044 | ||
MFS Mid Cap Growth Series | 23,752,778.052 | 6,615,109.338 | ||
MFS New Discovery Series | 31,697,204.717 | 16,752,643.451 | ||
MFS Research Bond Series | 25,798,796.494 | 2,591,889.410 | ||
MFS Research International Series | 12,661,216.391 | 2,663,778.894 |
1
Trust | # of Initial Class Shares Outstanding | # of Service Class Shares Outstanding | ||
MFS Research Series | 11,006,988.127 | 1,045,606.137 | ||
MFS Strategic Income Series | 2,793,924.735 | 724,766.605 | ||
MFS Total Return Series | 114,259,408.370 | 50,390,824.447 | ||
MFS Utilities Series | 24,749,638.378 | 53,169,823.564 | ||
MFS Value Series | 31,388,745.371 | 51,809,306.126 |
Shareholders of record at the close of business on November 13, 2009January 6, 2017 will be entitled to one vote for each dollar of net asset value held on that date, and eachdate. Each fractional dollar amount will be entitled to a proportionate fractional vote. On that date, all shares of each Series were owned by separate accounts established by certain insurance companies to fund benefits under variable contracts issued by those insurance companies. Each such insurance company will solicit voting instructions with respect to shares held by the separate accounts from owners of and participants and payees under variable contracts (“contract owners”) having a voting interest in the separate accounts. All shares of each Series held by a separate account will be voted. Shares for which no timely voting instructions are received will be voted in the same proportion as shares for which instructions are received. The
On January 6, 2017, the following number of shares were outstanding for each Fund:
Initial Class Shares Outstanding | Service Class Shares Outstanding | |||||||
MFS Variable Insurance Trust | ||||||||
MFS Global Equity Series | 2,401,875.871 | 373,873.901 | ||||||
MFS Growth Series | 30,371,612.807 | 6,296,733.951 | ||||||
MFS Investors Trust Series | 10,460,132.901 | 9,065,427.114 | ||||||
MFS Mid Cap Growth Series | 36,829,715.255 | 11,569,948.981 | ||||||
MFS New Discovery Series | 18,028,683.027 | 25,313,645.212 | ||||||
MFS Research Series | 14,818,994.337 | 8,563,299.782 | ||||||
MFS Total Return Bond Series | 75,247,033.218 | 113,359,717.453 | ||||||
MFS Total Return Series | 58,478,463.837 | 56,014,067.131 | ||||||
MFS Utilities Series | 20,656,011.577 | 38,014,979.944 | ||||||
MFS Value Series | 51,026,175.245 | 69,728,004.253 | ||||||
MFS Variable Insurance Trust II | ||||||||
MFS Blended Research Core Equity Portfolio | 6,557,952.052 | 3,661,939.363 | ||||||
MFS Core Equity Portfolio | 7,172,195.911 | 1,999,548.579 | ||||||
MFS Corporate Bond Portfolio | 5,867,582.338 | 16,721,064.434 | ||||||
MFS Emerging Markets Equity Portfolio | 1,771,538.798 | 1,959,320.652 | ||||||
MFS Global Governments Portfolio | 16,432,785.309 | 162,174.784 | ||||||
MFS Global Growth Portfolio | 2,187,649.434 | 112,409.627 | ||||||
MFS Global Research Portfolio | 3,541,341.708 | 288,721.466 | ||||||
MFS Global Tactical Allocation Portfolio | 3,851,007.569 | 49,506,133.072 | ||||||
MFS Government Securities Portfolio | 31,002,589.289 | 19,021,375.406 | ||||||
MFS High Yield Portfolio | 69,457,215.975 | 12,071,443.534 | ||||||
MFS International Growth Portfolio | 10,433,994.333 | 2,103,190.151 | ||||||
MFS International Value Portfolio | 10,456,854.438 | 57,575,602.921 | ||||||
MFS Massachusetts Investors Growth Stock Portfolio | 32,467,579.671 | 21,596,957.735 | ||||||
MFS Research International Portfolio | 23,503,576.862 | 6,200,585.062 | ||||||
MFS Strategic Income Portfolio | 4,549,145.511 | 906,264.599 | ||||||
MFS Technology Portfolio | 1,158,101.086 | 10,049,796.572 | ||||||
MFS U.S. Government Money Market Portfolio | 179,246,875.170 | 182,196,540.900 | ||||||
MFS Variable Insurance Trust III | ||||||||
MFS Blended Research Small Cap Equity Portfolio | 2,167,499.420 | 5,750,975.563 | ||||||
MFS Conservative Allocation Portfolio | 201,211.483 | 55,784,139.395 | ||||||
MFS Global Real Estate Portfolio | 8,181,402.741 | 4,723,999.644 | ||||||
MFS Growth Allocation Portfolio | 286,213.807 | 38,165,678.156 | ||||||
MFS Inflation-Adjusted Bond Portfolio | 16,900,601.482 | 17,096,507.920 | ||||||
MFS Limited Maturity Portfolio | 46,486,201.532 | 15,117,032.456 | ||||||
MFS Mid Cap Value Portfolio | 32,657,769.317 | 7,246,377.134 | ||||||
MFS Moderate Allocation Portfolio | 445,265.162 | 140,397,734.132 | ||||||
MFS New Discovery Value Portfolio | 4,300,039.916 | 781,459.426 |
With respect to Item 1, each Trust will vote separately. This means that for each Trust, the votes of shareholders of all SeriesFunds that are series of that Trust will votebe voted together as a single class with respect to the election of the Trust’s Trustees.class.
The mailing address of each SeriesTrust and of each Fund is 500 Boylston Street,111 Huntington Avenue, Boston, Massachusetts 02116. In addition to soliciting proxies by mail, the02199. The Trustees of the TrustTrusts and employees of Massachusetts Financial Services Company (“MFS”), the Trust’sFunds’ investment adviser and administrator, may solicit proxies in person or by telephone. The expensesNotice of a Special Meeting of the preparation of proxy statements and related materials, including printing and delivery costs, and vote solicitation are borne equally by the Funds and MFS.
The Trust has engaged D.F. King & Co. Inc. to provide shareholder meeting services including the distribution ofShareholders, this Proxy Statement and related materialsthe proxy card are being made
2
available to shareholders of record as well as vote solicitationof January 6, 2017, the record date, beginning on or about January 30, 2017. Upon request and tracking. Itwithout charge, the Trusts will furnish each person to whom this Proxy Statement is anticipated that the cost of these services will be $546,921 and may increase substantially in the event that any vote is contested or increased solicitation efforts are required.
Adelivered with a copy of each Series’ most recentthe Funds’ latest annual report and semi-annual reportreports (if any) to shareholders. You may be obtainedobtain copies of one or more reports without charge by contacting the insurance or annuity company through which you purchased your variable contract (if you are a contract owner) or by telephoning toll-free (800) 225-2606.225-2606, or by writing to the Trust at the address appearing above or on the Funds’ website atwww.MFS.com or by contacting MFS Service Center, Inc., each Fund’s transfer and shareholder servicing agent, at 111 Huntington Avenue, Boston, Massachusetts 02199. Directions to the meeting in order to vote in person are available by telephoning (800) 225-2606. The expenses of the preparation of proxy statements and related materials, including printing and delivery costs, and vote solicitation are borne by the Funds.
The Trusts have engaged D.F King & Co. Inc., an AST One Company (“D.F. King”), the proxy tabulation agent, to provide shareholder meeting services including the distribution of this Proxy Statement and related materials to shareholders as well as vote solicitation and tracking. A proxy may be revoked prior to its exercise by a signed writing filed with D.F. King, c/o Proxy Tabulator, PO Box 9043, Smithtown, New York, 11787-9831, or by attending the Meeting and voting in person. It is anticipated that the cost of these services will be approximately $1,765,095 and may increase substantially in the event that any vote is contested or increased solicitation efforts are required.
ITEM 1 — ELECTION OF TRUSTEES
The Board, which oversees each Series,Trust, provides broad supervision over the affairs of each Series. MFS is responsible for the investment management of each Series’ assetsTrust and for providing a variety of other administrative services to each Series. The officers of each Series are responsible for its operations.
Effective January 1, 2010, the Board has fixed the number of Trustees of the Trust at twelve. The Nomination and Compensation Committee of the Board makes recommendations concerning the nominees for Trustees and consists solely ofFund. Those Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of your Series or of MFS. Those Trustees who are not “interested persons” of your SeriesTrust or of MFS are referred to as “Independent Trustees” throughout this Proxy Statement. MFS is responsible for the investment management of each Trust’s assets and for providing a variety of other administrative services to each Trust. The officers of each Trust are responsible for its operations.
During the 2016 calendar year the Board was comprised of twelve trustees, ten of whom are Independent Trustees. As of the date hereof, the Board consists of nine trustees, seven of whom are Independent Trustees. An Independent Trustee serves as Chair of the Board. In addition, each of the seven standing Committees of the Board, to which the Board has delegated certain authority and oversight responsibilities, is comprised exclusively of Independent Trustees. For a description of the oversight functions of each of the Committees, see “Committees” below. In connection with each of the Board’s regular meetings, the Independent Trustees meet separately from MFS with their counsel and with the Trusts’ Independent Senior Officer, who is independent of MFS and advises the Independent Trustees regarding contract review, compliance and business matters. The Board reviews its leadership structure periodically and believes that its structure is appropriate to enable the Board to exercise its oversight of the Trusts.
The Funds have retained MFS as the Funds’ investment adviser and administrator. MFS provides each Fund with investment advisory services, and is responsible for day-to-day administration of the Funds and management of the risks that arise from the Funds’ investments and operations. Certain employees of MFS serve as the Trusts’ officers, including the Trusts’ principal executive officer and principal financial and accounting officer. The Board provides oversight of the services provided by MFS and its affiliates, including the risk management activities of MFS and its affiliates. In addition, each Committee of the Board provides oversight of risk management activities with respect to the particular activities within the
3
Committee’s purview. In the course of providing oversight, the Board and the Committees receive a wide range of reports on the Trusts’ activities, including each Trusts’ investment portfolio, the compliance of the Trusts with applicable laws, and the Funds’ financial accounting and reporting. The Board and the relevant Committees meet periodically with MFS’ Chief Risk Officer and MFS’ Chief Investment Risk Officer to receive reports on MFS’ and its affiliates’ risk management activities, including their efforts to (i) identify key risks that could adversely affect the MFS Funds or MFS; (ii) implement processes and controls to mitigate such key risks; and (iii) monitor business and market conditions in order to facilitate the processes in (i) and (ii) above. In addition, the Board and the relevant Committees oversee the risk management activities related to the key risks associated with services provided by various non-affiliated service providers through the receipt of reports prepared by MFS, and, in certain circumstances, through the receipt of reports directly from service providers, such as in the case of each MFS Fund’s auditor, custodian, and pricing service providers. The Independent Trustees also meet regularly with the MFS Funds’ Chief Compliance Officer (who is also MFS’ Chief Compliance Officer) to receive reports regarding the compliance of the MFS Funds with the federal securities laws and the MFS Funds’ compliance policies and procedures. In addition, the Board meets periodically with the portfolio managers of the Funds to receive reports regarding the management of the Funds, including their investment risks.
The Board has fixed the number of Trustees of each Trust at eleven. The Nomination and Compensation Committee of each Board makes recommendations concerning the nominees for Trustees and consists solely of Independent Trustees. Each Nomination and Compensation Committee has recommended that the Board nominate for election by shareholders the nominees described in the following pages, and theeach Board has nominated such individuals. The Board recommends that you vote in favor of the election of the nominees.
2
The Trust doesFunds do not hold annual shareholder meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. This means that each Trustee will be elected to hold office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. It is intended that proxies not limited to the contrary will be voted in favor of electing RobertSteven E. Butler, Lawrence H. Cohn, M.D.,Buller, John A. Caroselli, Maureen R. Goldfarb, David H. Gunning, William R. Gutow, Michael Hegarty, John P. Kavanaugh, Robert J. Manning, Robert C. Pozen, J. Dale Sherratt,Clarence Otis, Jr., Maryanne L. Roepke, Robin A. Stelmach, and Laurie J. Thomsen and Robert W. Uek as Trustees of theeach Trust.
Each nominee has agreed to serve as a Trustee of theeach Trust if elected. If, before the Meeting, any nominee refuses or is unable to serve, or if any of the nominees is unavailable at the time of the Meeting, and such refusal or inability to serve or unavailability is not anticipated, the Trustees may vote for other nominees at their discretion, or the Trustees may fix the number of Trustees at fewer than twelveeleven for thea Trust. Under the terms of the Trust’sBoards’ retirement policy, an independent Trustee shall retire at the Trustees have a mandatory retirementend of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of 73 years.service on the Board (or, in the case of an Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board). Mr. Cohn and Mr. SherrattGunning will reach the Trust’sTrusts’ mandatory retirement age in 20102017 and 2011, respectively. Each of Mr. Cohn and Mr. Sherratt is expected to retire as a Trustee of the Trust as ofeffective December 31, in the year in which he reaches the Trust’s mandatory retirement age.2017. The Board may appoint a replacement Trustee to replace him or choose to decrease the size of the Board at that time. The twelveFor each Trust, the eleven nominees for election as Trustees at the Meeting who receive the greatest number of shareholder votes from shareholders of all the Series, voted as a single class, will be elected as Trustees of the Trust.
The
4
Unless otherwise noted, the following table presents certain information as of January 1, 2017 regarding the nominees, andincluding the current Trustees of theeach Trust, standing for election, including their principal occupations, which, unless specific dates are shown, are of more than five years duration, although the titles may not have been the same throughout.
Name, | Position(s) Held with Fund | Trustee/Officer
| Principal Occupations During Past Five Years | Other Directorships(2) | ||||
INTERESTED | ||||||||
Robert J. Manning(3) ( | Trustee | February 2004 | Massachusetts Financial Services Company, Chairman, Executive Chairman (since January 2017) and Director; Chairman (until January 2017); Chief Executive Officer | N/A | ||||
( | Trustee | Massachusetts Financial Services Company, Executive Vice President (until January 2017) | N/A | |||||
INDEPENDENT TRUSTEES | ||||||||
David H. Gunning (age 74) | Trustee and Chair of Trustees | January 2004 | Private investor | Lincoln Electric Holdings, Inc., |
3
Name, | Position(s) Held with Fund | Trustee/Officer
| Principal Occupations During Past Five Years | Other Directorships(2) | ||||
Steven E. Buller ( | Trustee | |||||||
John A. Caroselli (age 63)(4) | JC Global Advisors, LLC, President; and | N/A | ||||||
Maureen R. Goldfarb ( | Trustee | January 2009 | Private | |||||
4
N/A | ||||||||
Michael Hegarty ( | Trustee | December 2004 | Private | Rouse Properties Inc., Director; Capmark Financial | ||||
John P. Kavanaugh ( | Trustee | |||||||
January 2009 | Private | |||||||
Clarence Otis, Jr.(4) (age 61) | ||||||||
5
Name, | Position(s) Held with Fund | Trustee/Officer
| Principal Occupations During Past Five Years | Other Directorships(2) | ||||
Maryanne L. Roepke ( | Trustee | N/A | ||||||
Laurie J. Thomsen (age 59) | Trustee | March 2005 | Private investor | The Travelers Companies, Director; Dycom Industries, Inc., |
(1) | Date first appointed to serve as Trustee of an MFS Fund. Each |
(2) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission |
(3) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 |
(4) |
|
EachUnless otherwise noted, each current Trustee listed above served as a board member of 105138 funds within the MFS Family of Funds (the “MFS Funds”) as of January 1, 2009.date hereof. The address of each Trustee is c/o MFS, 500 Boylston Street,111 Huntington Avenue, Boston, Massachusetts 02116.02199.
The following provides an overview of the considerations that led the Board to conclude that each individual serving as a Trustee of the Trust or each proposed nominee should serve as a Trustee. The current Trustees joined the Board at different points in time since 2004. Generally, no one factor was decisive in the original selection of an individual to join the Board. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individual’s business and professional experience and accomplishments; (ii) the individual’s ability to work effectively with the other members of the Board; (iii) the individual’s prior experience, if any, serving on the boards of public companies (including, where relevant, other investment companies) and other complex enterprises and organizations; and (iv) how the individual’s skills, experience and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.
In respect of each current Trustee and each nominee, the individual’s substantial professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Trusts, were a significant factor in the determination that the individual should serve as a Trustee of the
7
Trusts. Following is a summary of each current Trustee’s and each nominee’s professional experience and additional considerations that contributed to the Board’s conclusion that an individual should serve on the Board:
Steven E. Buller, CPA
Mr. Buller has substantial accounting, investment management, and executive experience at firms within the investment management industry. Mr. Buller was the Chief Financial Officer of BlackRock, Inc. (“BlackRock”), where he oversaw BlackRock’s tax department, internal audit and control functions, and the global corporate and investment company accounting policy. Prior to joining BlackRock, Mr. Buller was an auditor at Ernst & Young LLP for over 30 years, where he served as Global Director of Asset Management and as the audit partner for various investment company complexes. Mr. Buller was chairman of the Financial Accounting Standards Advisory Council until December 31, 2015 and was a member of the Standing Advisory Group of the Public Company Accounting Oversight Board until December 31, 2014. He has also served on the boards of BlackRock Finco UK, a privately-held company, and Person-to-Person, a community service organization.
John A. Caroselli
Mr. Caroselli has substantial senior executive experience in the financial services industry. Mr. Caroselli is the president of JC Global Advisors, LLC, where he provides consulting services with specialization in strategy development and execution, merger integration, market growth plan design and organizational development. He served as Executive Vice President and Chief Development Officer of First Capital Corporation, Executive Vice President and Chief Strategy Officer of KeySpan Corporation, and Executive Vice President of Corporate Development of AXA Financial. Mr. Caroselli also held senior officer positions with Chase Manhattan Corporation, Chemical Bank, and Manufacturers Hanover Trust. Mr. Caroselli currently serves on the boards of several non-profit organizations.
Maureen R. Goldfarb
Ms. Goldfarb has substantial executive and board experience at firms within the investment management industry. She was the Chief Executive Officer and Chairman of the Board of Trustees of the John Hancock Funds and an Executive Vice President of John Hancock Financial Services, Inc. Prior to joining John Hancock, Ms. Goldfarb was a Senior Vice President with Massachusetts Mutual Life Insurance Company. She also held various marketing, distribution, and portfolio management positions with other investment management firms. Ms. Goldfarb is a former member of the Board of Governors of the Investment Company Institute.
David H. Gunning
Mr. Gunning has substantial executive and board experience at publicly-traded and privately-held companies, including past service as the Vice Chairman and a director of Cleveland-Cliffs Inc. (now Cliffs Natural Resources Inc.), a director of Lincoln Electronic Holdings, Inc., and a director of Southwest Gas Corp. He is the former Chairman and Chief Executive Officer of Capitol American Financial Corp. Mr. Gunning is also a former partner and head of the corporate department of Jones Day, a large international law firm.
8
Michael Hegarty
Mr. Hegarty has substantial senior executive and board experience at firms within the financial services industry, as well as board experience at publicly-traded and privately held companies. He served as the Vice Chairman and Chief Operating Officer of AXA Financial and as the President and Chief Operating Officer of The Equitable Life Assurance Society. Mr. Hegarty also served as Vice Chairman of Chase Manhattan Corporation and Chemical Bank. He is a former director of AllianceBernstein, which serves as the general partner of a publicly-traded investment adviser, and a former trustee of investment companies in the EQ Advisers Trust family of funds.
John P. Kavanaugh
Mr. Kavanaugh has substantial executive, investment management, and board experience at firms within the investment management and mutual fund industry. He was the Chief Investment Officer of The Hanover Insurance Group, Inc., and the President and Chairman of Opus Investment Management, Inc., an investment adviser. Mr. Kavanaugh held research and portfolio management positions with Allmerica Financial and PruCapital, Inc. He is a Chartered Financial Analyst and currently serves on the board of the Independent Directors Council, a unit of the Investment Company Institute which serves the mutual fund independent director community.
Robert J. Manning
Mr. Manning is Executive Chairman of MFS (the Funds’ investment adviser) and in this capacity heads its Board of Directors. He has substantial executive and investment management experience, having worked for MFS for 30 years.
Clarence Otis, Jr.
Mr. Otis has substantial executive, financial, and board experience at publicly-traded and privately-held companies. Mr. Otis was the Chairman and Chief Executive Officer of Darden Restaurants, Inc., the world’s largest full-service restaurant company, and he previously served in other senior positions at Darden Restaurants, including Chief Financial Officer and Executive Vice President. Mr. Otis is a director of VF Corporation and Verizon Communications, Inc. He is a former director of the Federal Reserve Bank of Atlanta. Mr. Otis currently serves on the boards of several non-profit organizations.
Maryanne L. Roepke
Ms. Roepke has substantial executive and compliance experience within the investment management industry. She was a Senior Vice President and the Chief Compliance Officer of American Century Investments, Inc. (“American Century”), where she worked for over 30 years. She currently is a trustee of Rockhurst University. She is a former member of the Investment Company Institute’s Chief Compliance Officer Committee and Risk Management Advisory Committee.
Robin A. Stelmach
Ms. Stelmach is Vice Chair of MFS (the Funds’ investment adviser). Previously she was Executive Vice President and Chief Operating Officer of MFS and oversaw the company’s Global Investment Technology and Global Investment & Client Support departments, as well as the MFS Service Center.
9
Laurie J. Thomsen
Ms. Thomsen has substantial venture capital financing experience, as well as board experience at publicly-traded and privately-held companies. Ms. Thomsen was a co-founding General Partner of Prism Venture Partners, a venture capital firm investing in healthcare and technology companies, and served as an Executive Partner of New Profit, Inc., a venture philanthropy firm. Prior to that, she was a General Partner at Harbourvest Partners, a venture capital firm. Ms. Thomsen is a director of The Travelers Companies, Inc. and Dycom Industries, Inc.
Information about each Series,Fund, including information about its investment adviser, principal underwriter and administrator, Independent Registered Public Accounting Firm, executive officers, and the interests of certain persons appears under “Series“Fund Information” beginning on page 18.below.
Required Vote. ShareholdersVote
For each Trust, approval of this matter as to any nominee will require the Series willaffirmative vote together as a single class on Item 1. Each nominee named in Item 1 must be elected byof shares representing a plurality of the Trust’s voting power entitled to be cast at the MeetingsMeeting that are present in person or by proxy. Shareholders of all Funds of each Trust will vote together as a single class on this Item 1.
The Board, including the Independent Trustees, unanimously recommends that the shareholders of the SeriesFunds vote to elect each of the nominees as Trustees of theeach Trust.
6
Committees
TheEach Trust’s Board meets regularly throughout the year to discuss matters and to take certain actions relating to the Trust. TheEach Trust’s Board has several standing committees, which are described below.
Name of Committee | Meetings Last Fiscal Year(1) | Functions | Current
| |||
AUDIT COMMITTEE | Oversees the accounting and auditing procedures of the |
7
Name of Committee | Meetings Last Fiscal Year(1) | Functions | Current
| |||
COMPLIANCE | Oversees the development and implementation of the | |||||
CONTRACTS REVIEW COMMITTEE | Requests, reviews, and considers the information deemed reasonably necessary to evaluate the terms of the investment advisory and principal underwriting agreements and the Plan of Distribution under Rule 12b-1 that | All Independent Trustees of the Board |
8
Name of Committee | Meetings Last Fiscal Year(1) | Functions | Current
| |||
NOMINATION AND COMPENSATION COMMITTEE | Recommends qualified candidates to the Board in the event that a position is vacated or created. The Committee will consider recommendations by shareholders when a vacancy exists. Shareholders wishing to recommend candidates for Trustee for consideration by the Committee may do so by writing to the | All Independent Trustees of the Board |
9
Name of Committee | Meetings Last Fiscal Year(1) | Functions | Current
| |||
PORTFOLIO TRADING AND MARKETING REVIEW COMMITTEE | Oversees the policies, procedures, and practices of the |
10
Name of Committee | Meetings Last Fiscal Year(1) | Functions | Current
| |||
PRICING COMMITTEE | Oversees the determination of the value of the portfolio securities and other assets held by the |
11
Name of Committee | Meetings Last Fiscal Year(1) | Functions | Current
| |||
SERVICES CONTRACTS COMMITTEE | Reviews and evaluates the contractual arrangements of the |
(1) | Each Fund has a fiscal year end of December 31st. |
(2) | Information about each committee member |
(3) | Audit Committee Financial Expert. |
(4) | Nominee Mr. Otis is expected to serve on the Audit Committee and Pricing Committee, and nominee Mr. Caroselli is expected to serve on the Compliance Committee and Services Contracts Committee. Both Messrs. Otis and Caroselli are also expected to serve on the Contracts Review Committee, Nomination and Compensation Committee, and the Portfolio Trading and Marketing Review Committee. |
* | Independent Trustees. |
The Trustees generally hold at least eight8 regular meetings each calendar year. These regular meetings generally take place over a two-day period. The performance and operations of each of the SeriesTrusts is reviewed by the Trustees at each meeting and more in-depth reviews of particular SeriesTrusts are conducted by the Trustees throughout the year. The Board of Trustees of each Trust held twelve Board8 meetings during the fiscalcalendar year ended December 31, 2008. 2016.Each Trustee attended at least 75% of the Board and applicable committee meetings noted for theeach Trust.
Nomination and Compensation Committee
The Trustees have adopted a written charter for the Nomination and Compensation Committee, a copy of which is included as Exhibit 1 to this Proxy Statement. The TrustTrusts currently doesdo not maintain a website on which the charter is available. The
Each Trust’s Nomination and Compensation Committee consists only of Independent Trustees.
The Nomination and Compensation Committee requires that Trustee candidates have a college degree or equivalent business experience, but has not otherwise established specific, minimum qualifications that must be met by an individual to be considered by the Committee for nomination as a Trustee. The Nomination and Compensation Committee may take into account a wide variety of factors in considering Trustee candidates, including, but not limited to: (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities to the Board; (ii) relevant industry and related experience; (iii) educational background; (iv) financial expertise; (v) experience with corporate governance matters; (vi) an assessment of the candidate’s ability, judgment and expertise; (vii)(vi) overall diversity of the composition of the Board; (viii) the percentage of the Board represented by Independent Trustees and whether a candidate would qualify as an Independent Trustee under the 1940 Act; and (ix)(vii) such other factors as the Committee deems appropriate. While the Committee has not adopted a particular definition of diversity, when considering a nominee’s and the Board’s diversity, the Committee generally considers the manner in which each nominee’s professional experience, expertise in matters that are relevant to the oversight of
16
the Funds (e.g., investment management, distribution, accounting, trading, compliance, legal), general leadership experience, and life experience (including with respect to gender and ethnicity) are complementary and, as a whole, contribute to the ability of the Board to oversee the Funds. The Nomination and Compensation Committee may consider candidates for Trustee recommended by theeach Trust’s current Trustees, officers or shareholders or by MFS or any other source deemed appropriate by the Nomination and Compensation Committee. The Nomination and Compensation Committee may, but is not required to, retain a third-party search firm at the applicable Trust’s expense to identify potential candidates.
The Nomination and Compensation Committee will review and consider nominees recommended by shareholders to serve as Trustee, provided that the recommending shareholder follows the Procedures for
12
Shareholders to Submit Nominee Candidates, which are set forth as Appendix B to the Trust’sTrusts’ Nomination and Compensation Committee Charter, attached to this Proxy Statement as Exhibit 1. Among other requirements, these procedures provide that the recommending shareholder must submit any recommendation in writing to the Trust, to the attention of the Trust’s Secretary, at the address of the principal executive offices of the Trust. Any recommendation must include certain biographical information and other information regarding the candidate and the recommending shareholder, and must include a written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected. The Nomination and Compensation Committee takes the diversity of a particular nominee and the overall diversity of the Board into account when considering and evaluating nominees for trustee. The foregoing description is only a summary.
The Nomination and Compensation Committee has full discretion to reject nominees recommended by shareholders, and there is no assurance that any such person properly recommended and considered by the Committee will be nominated for election to the Board of thea Trust.
Share Ownership
Shares of each SeriesFund are sold exclusively to insurance company separate accounts. As of SeptemberNovember 30, 2009,2016, the current and proposed Trustees and officers of each Trust represented in this proxy statement as a group owned less than 1% of the outstanding shares of any class of any Fund. Except as set forth in the table below, as of November 30, 2016, no current or proposed Trustee or officer of any Series of the TrustFund beneficially owned shares of any class of any Series.Fund.
Trustee | Fund | Aggregate Dollar Range of Equity Securities in the Fund* | ||
Laurie J. Thomsen | MFS Growth Series | $50,001 – $100,000 | ||
Laurie J. Thomsen | MFS Total Return Series | $50,001 – $100,000 | ||
Laurie J. Thomsen | MFS Utilities Series | $50,001 – $100,000 |
* | Ms. Thomsen is a contract owner of a variable contract issued by an insurance company that holds shares of the applicable Funds. |
Under the terms of the Board’s policy, each independent Trustee is required to have invested on an aggregate basis, within two years of membership on the Board, an amount equal to his or her calendar year’s base retainer and meeting attendance fees in shares of the MFS Funds. The following table below shows the dollar range of equity securities beneficially owned by each current Trustee and nominee on an aggregate basis, in all MFS fundsFunds overseen, or to be overseen, by the nominee.current Trustee and nominee as of
17
November 30, 2016. The tables below show the dollar range of equity securities beneficially owned by each current Trustee and nominee in each Fund overseen or to be overseen by the Trustee as of November 30, 2016.
The following dollar ranges apply:apply to the table below:
N. | None |
A. | $1 – $10,000 |
B. | $10,001 – $50,000 |
C. | $50,001 – $100,000 |
D. | Over $100,000 |
Name of | Aggregate Dollar Equity Securities in All Overseen or to be Overseen by | |||
| ||||
Robert J. Manning | D | |||
Robin A. Stelmach | D | |||
| ||||
Steven E. | D | |||
John A. Caroselli* | N | |||
Maureen R. Goldfarb | D | |||
David H. Gunning | D | |||
Michael Hegarty | D | |||
John P. Kavanaugh | D | |||
Clarence Otis, Jr.* | N | |||
Maryann L. Roepke | D | |||
Laurie J. Thomsen | D | |||
13
* | Did not serve on the Board as of November 30, 2016 and was not subject to the Board’s policy requiring each Independent Trustee to invest on an aggregate basis, within two years of membership on the Board, an amount equal to his or her calendar year’s base retainer and meeting attendance fees in shares of the MFS Funds. |
Shareholder Communications with the Board of Trustees
The Board of Trustees of each Trust has adopted procedures by which shareholders may send communications to the Board. Shareholders may mail written communications to the Board of Trustees, MFS Variable Insurance Trust,[Name of Trust], c/o Massachusetts Financial Services Company, 500 Boylston Street,111 Huntington Avenue, Boston, Massachusetts 02116,02199, Attention: Frank Tarantino, Independent Chief Compliance Officer.Senior Officer (“ISO”) of the Fund. Shareholder communications must (i) be in writing and be signed by the shareholder, (ii) identify the SeriesMFS Trust to which they relate and (iii) identify the class and number of shares held by the shareholder. The Trust’s Independent Chief Compliance Officer (“ICCO”)ISO is responsible for reviewing all properly submitted shareholder communications. The ICCOISO shall either (i) provide a copy of each properly submitted shareholder communication to the Board at its next regularly scheduled meeting or (ii) if the ICCOISO determines that the communication requires more immediate attention, forward the communication to the Chair of the Trustees promptly after receipt. The ICCOISO may, in good faith, determine
18
that a shareholder communication should not be provided to the Board because it is ministerial in nature (such as a request for SeriesTrust literature, share data or financial information). The ICCOISO may in such cases forward the communication to the appropriate party or parties at MFS. These procedures do not apply to (i) any communication from an officer or Trustee of the Trust, (ii) any communication from an employee or agent of the Trust, unless such communication is made solely in such employee’s or agent’s capacity as a shareholder or (iii) any shareholder proposal submitted pursuant to Rule 14a-8l4a-8 under the Securities Exchange Act of 1934, as amended, or any communication made in connection with such a proposal. TheEach Trust’s Trustees are not required to attend the Series’Trust’s shareholder meetings or to otherwise make themselves available to shareholders for communications, other than pursuant to the aforementioned procedures.
TheEach Trust’s Declaration of Trust currently provides that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Trust, unless it is finally adjudicated or, in case of a settlement, it has been determined by Trustees not involved in the matter or independent legal counsel, that they have not acted in good faith in the reasonable belief that their actions were in the best interests of the Trust or that they engaged in willful misfeasance or acted with bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their offices.
14
Trustee Compensation Table
The tablestable below showshows (i) the cash compensation paid to the Trustees by each Fund for December 31, 2016, its most recently completed fiscal year and (ii) the total cash compensation received by each Trustee from the MFS fund complex for calendar year 2008.2016. Interested Trustees receive no compensation from the Funds for their services as Trustees. The table includes information for Mr. Ives, who isMessrs. Robert Butler, William Gutow and Robert Uek, each of whom retired effective December 31, 2016 under the Board’s mandatory retirement policy. This table does not standinginclude information for reelection.Messrs. Caroselli and Otis because they did not serve as a Trustee of the Board during any Fund’s recently completed fiscal year or during the calendar year 2016.
VIT - MFS Core Equity Series | VIT - MFS Growth Series | VIT - MFS Global Equity Series | ||||
Name of Trustee(1) | Trustee Fees from the Series | Trustee Fees from the Series | Trustee Fees from the Series | |||
Robert E. Butler | $568 | $2,050 | $340 | |||
Lawrence H. Cohn, M.D | $540 | $1,864 | $325 | |||
Maureen F. Goldfarb(2) | $0 | $0 | $0 | |||
David H. Gunning | $559 | $1,989 | $335 | |||
William R. Gutow | $541 | $1,871 | $325 | |||
Michael Hegarty | $559 | $1,988 | $335 | |||
J. Atwood Ives | $614 | $2,353 | $364 | |||
John P. Kavanaugh(2) | $0 | $0 | $0 | |||
Lawrence T. Perera(3) | $539 | $1,857 | $324 | |||
J. Dale Sherratt | $563 | $2,017 | $337 | |||
Laurie J. Thomsen | $564 | $2,027 | $338 | |||
Robert W. Uek | $571 | $2,067 | $341 | |||
VIT - MFS High Income Series | MFS Investors Growth Stocks Series | VIT - MFS Investors Trust Series | ||||
Name of Trustee(1) | Trustee Fees from the Series | Trustee Fees from the Series | Trustee Fees from the Series | |||
Robert E. Butler | $1,184 | $1,219 | $2,163 | |||
Lawrence H. Cohn, M.D | $1,097 | $1,109 | $1,904 | |||
Maureen F. Goldfarb(2) | $0 | $0 | $0 | |||
David H. Gunning | $1,155 | $1,183 | $2,077 | |||
William R. Gutow | $1,100 | $1,113 | $1,912 | |||
Michael Hegarty | $1,155 | $1,182 | $2,077 | |||
J. Atwood Ives | $1,327 | $1,400 | $2,588 | |||
John P. Kavanaugh(2) | $0 | $0 | $0 | |||
Lawrence T. Perera(3) | $1,093 | $1,105 | $1,894 | |||
J. Dale Sherratt | $1,169 | $1,200 | $2,118 | |||
Laurie J. Thomsen | $1,173 | $1,205 | $2,132 | |||
Robert W. Uek | $1,192 | $1,230 | $2,189 |
December 31, 2016 | Name and Position | |||||||||||||||||||||||||||||||||||||||||||
Interested Trustees | Independent Trustees | |||||||||||||||||||||||||||||||||||||||||||
Aggregate Compensation | Robert J. Manning | Robin A. Stelmach | Steven E. Buller | Robert E. Butler* | Maureen R. Goldfarb | David H. Gunning | William R. Gutow* | Michael Hegarty | John P. Kavanaugh | Maryanne L. Roepke | Laurie J. Thomsen | Robert W. Uek* | ||||||||||||||||||||||||||||||||
Variable Insurance Trust | ||||||||||||||||||||||||||||||||||||||||||||
MFS Global Equity Series | Not Applicable | Not Applicable | 304 | 307 | 306 | 318 | 304 | 306 | 304 | 305 | 306 | 307 | ||||||||||||||||||||||||||||||||
MFS Growth Series | Not Applicable | Not Applicable | 2,744 | 2,813 | 2,781 | 3,125 | 2,719 | 2,781 | 2,745 | 2,751 | 2,788 | 2,820 | ||||||||||||||||||||||||||||||||
MFS Investors Trust Series | Not Applicable | Not Applicable | 1,055 | 1,077 | 1,067 | 1,181 | 1,046 | 1,067 | 1,055 | 1,057 | 1,069 | 1,080 | ||||||||||||||||||||||||||||||||
MFS Mid Cap Growth Series | Not Applicable | Not Applicable | 1,041 | 1,060 | 1,051 | 1,144 | 1,034 | 1,051 | 1,041 | 1,043 | 1,053 | 1,062 | ||||||||||||||||||||||||||||||||
MFS New Discovery Series | Not Applicable | Not Applicable | 1,753 | 1,784 | 1,770 | 1,927 | 1,741 | 1,770 | 1,753 | 1,756 | 1,773 | 1,788 | ||||||||||||||||||||||||||||||||
MFS Research Series | Not Applicable | Not Applicable | 1,746 | 1,776 | 1,762 | 1,910 | 1,736 | 1,762 | 1,747 | 1,749 | 1,765 | 1,779 | ||||||||||||||||||||||||||||||||
MFS Total Return Bond Series | Not Applicable | Not Applicable | 4,625 | 4,746 | 4,690 | 5,295 | 4,581 | 4,690 | 4,625 | 4,636 | 4,702 | 4,759 | ||||||||||||||||||||||||||||||||
MFS Total Return Series | Not Applicable | Not Applicable | 4,637 | 4,763 | 4,705 | 5,330 | 4,592 | 4,705 | 4,638 | 4,649 | 4,717 | 4,776 | ||||||||||||||||||||||||||||||||
MFS Utilities Series | Not Applicable | Not Applicable | 3,640 | 3,716 | 3,682 | 4,063 | 3,612 | 3,682 | 3,639 | 3,647 | 3,688 | 3,725 | ||||||||||||||||||||||||||||||||
MFS Value Series | Not Applicable | Not Applicable | 4,573 | 4,678 | 4,630 | 5,155 | 4,535 | 4,630 | 4,573 | 4,583 | 4,640 | 4,690 |
15
December 31, 2016 Aggregate Compensation Variable Insurance Trust II MFS Blended Research Core Equity Portfolio MFS Core Equity Portfolio MFS Corporate Bond Portfolio MFS Emerging Markets Equity Portfolio MFS Global Governments Portfolio MFS Global Growth Portfolio MFS Global Research Portfolio MFS Global Tactical Allocation Portfolio MFS Government Securities Portfolio MFS High Yield Portfolio MFS International Growth Portfolio MFS International Value Portfolio MFS Massachusetts Investors Growth Stock Portfolio MFS Research International Portfolio Name and Position Interested Trustees Independent Trustees
Paid by Fund Robert J.
Manning Robin A.
Stelmach Steven E.
Buller Robert E.
Butler* Maureen R.
Goldfarb David H.
Gunning William R.
Gutow* Michael
Hegarty John P.
Kavanaugh Maryanne L.
Roepke Laurie J.
Thomsen Robert
W. Uek* Not
Applicable Not
Applicable 1,053 1,075 1,065 1,175 1,044 1,065 1,053 1,055 1,067 1,077 Not
Applicable Not
Applicable 1,012 1,021 1,017 1,064 1,008 1,017 1,012 1,013 1,018 1,022 Not
Applicable Not
Applicable 1,022 1,035 1,029 1,092 1,017 1,029 1,022 1,023 1,030 1,036 Not
Applicable Not
Applicable 304 306 305 317 303 305 304 304 305 307 Not
Applicable Not
Applicable 518 527 523 566 515 523 518 519 524 528 Not
Applicable Not
Applicable 304 307 305 317 303 305 304 304 306 307 Not
Applicable Not
Applicable 506 511 509 533 505 509 506 507 509 512 Not
Applicable Not
Applicable 1,779 1,818 1,800 1,998 1,764 1,800 1,779 1,782 1,804 1,823 Not
Applicable Not
Applicable 1,754 1,786 1,771 1,930 1,742 1,771 1,754 1,757 1,774 1,789 Not
Applicable Not
Applicable 1,056 1,079 1,069 1,185 1,048 1,069 1,056 1,058 1,071 1,082 Not
Applicable Not
Applicable 515 523 519 557 512 519 515 516 520 523 Not
Applicable Not
Applicable 2,740 2,808 2,777 3,117 2,716 2,777 2,740 2,746 2,783 2,816 Not
Applicable Not
Applicable 1,782 1,823 1,805 2,009 1,767 1,805 1,783 1,786 1,808 1,828 Not
Applicable Not
Applicable 1,043 1,062 1,054 1,150 1,036 1,054 1,043 1,045 1,055 1,065
VIT - MFS Mid Cap Growth Series | VIT - MFS New Discovery Series | VIT - MFS Research Series | ||||
Name of Trustee(1) | Trustee Fees from the Series | Trustee Fees from the Series | Trustee Fees from the Series | |||
Robert E. Butler | $1,130 | $2,060 | $1,164 | |||
Lawrence H. Cohn, M.D | $1,077 | $1,868 | $1,089 | |||
Maureen F. Goldfarb(2) | $0 | $0 | $0 | |||
David H. Gunning | $1,113 | $1,997 | $1,140 | |||
William R. Gutow | $1,080 | $1,876 | $1,092 | |||
Michael Hegarty | $1,112 | $1,996 | $1,140 | |||
J. Atwood Ives | $1,214 | $2,372 | $1,288 | |||
John P. Kavanaugh(2) | $0 | $0 | $0 | |||
Lawrence T. Perera(3) | $1,075 | $1,861 | $1,087 | |||
J. Dale Sherratt | $1,121 | $2,027 | $1,152 | |||
Laurie J. Thomsen | $1,123 | $2,035 | $1,155 | |||
Robert W. Uek | $1,134 | $2,077 | $1,172 | |||
VIT - MFS Research Bond Series | VIT - MFS Research International Series | MFS VIT - MFS Strategic Income Series | ||||
Name of Trustee(1) | Trustee Fees from the Series | Trustee Fees from the Series | Trustee Fees from the Series | |||
Robert E. Butler | $623 | $597 | $156 | |||
Lawrence H. Cohn, M.D | $559 | $550 | $146 | |||
Maureen F. Goldfarb(2) | $0 | $0 | $0 | |||
David H. Gunning | $602 | $581 | $153 | |||
William R. Gutow | $560 | $551 | $146 | |||
Michael Hegarty | $602 | $581 | $153 | |||
J. Atwood Ives | $730 | $675 | $173 | |||
John P. Kavanaugh(2) | $0 | $0 | $0 | |||
Lawrence T. Perera(3) | $557 | $548 | $145 | |||
J. Dale Sherratt | $611 | $588 | $154 | |||
Laurie J. Thomsen | $616 | $592 | $155 | |||
Robert W. Uek | $630 | $602 | $157 |
16
MFS VIT - MFS Total Return Series | MFS VIT - MFS Utilities Series | MFS VIT - MFS Value Series | ||||
Name of Trustee(1) | Trustee Fees from the Series | Trustee Fees from the Series | Trustee Fees from the Series | |||
Robert E. Butler | $6,178 | $5,573 | $2,046 | |||
Lawrence H. Cohn, M.D | $5,103 | $4,883 | $1,863 | |||
Maureen F. Goldfarb(2) | $0 | $0 | $0 | |||
David H. Gunning | $5,818 | $5,346 | $1,985 | |||
William R. Gutow | $5,142 | $4,904 | $1,868 | |||
Michael Hegarty | $5,819 | $5,348 | $1,985 | |||
J. Atwood Ives | $7,933 | $6,703 | $2,347 | |||
John P. Kavanaugh(2) | $0 | $0 | $0 | |||
Lawrence T. Perera(3) | $5,066 | $4,858 | $1,856 | |||
J. Dale Sherratt | $5,990 | $5,450 | $2,013 | |||
Laurie J. Thomsen | $6,046 | $5,494 | $2,025 | |||
Robert W. Uek | $6,282 | $5,645 | $2,066 |
December 31, 2016 | Name and Position | |||||||||||||||||||||||||||||||||||||||||||
Interested Trustees | Independent Trustees | |||||||||||||||||||||||||||||||||||||||||||
Aggregate Compensation | Robert J. Manning | Robin A. Stelmach | Steven E. Buller | Robert E. Butler* | Maureen R. Goldfarb | David H. Gunning | William R. Gutow* | Michael Hegarty | John P. Kavanaugh | Maryanne L. Roepke | Laurie J. Thomsen | Robert W. Uek* | ||||||||||||||||||||||||||||||||
MFS Strategic Income Portfolio | Not Applicable | Not Applicable | 305 | 308 | 306 | 320 | 304 | 306 | 305 | 305 | 307 | 308 | ||||||||||||||||||||||||||||||||
MFS Technology Portfolio | Not Applicable | Not Applicable | 511 | 517 | 514 | 545 | 509 | 514 | 511 | 511 | 515 | 518 | ||||||||||||||||||||||||||||||||
MFS U.S. Government Money Market Portfolio | Not Applicable | Not Applicable | 1,041 | 1,060 | 1,051 | 1,144 | 1,034 | 1,051 | 1,041 | 1,043 | 1,053 | 1,062 | ||||||||||||||||||||||||||||||||
Variable Insurance Trust III | ||||||||||||||||||||||||||||||||||||||||||||
MFS Blended Research Small Cap Equity Portfolio | Not Applicable | Not Applicable | 507 | 512 | 509 | 534 | 505 | 509 | 507 | 507 | 510 | 512 | ||||||||||||||||||||||||||||||||
MFS Conservative Allocation Portfolio | Not Applicable | Not Applicable | 1,754 | 1,786 | 1,771 | 1,930 | 1,742 | 1,771 | 1,754 | 1,757 | 1,774 | 1,789 | ||||||||||||||||||||||||||||||||
MFS Global Real Estate Portfolio | Not Applicable | Not Applicable | 1,012 | 1,021 | 1,017 | 1,064 | 1,008 | 1,017 | 1,012 | 1,013 | 1,018 | 1,022 | ||||||||||||||||||||||||||||||||
MFS Growth Allocation Portfolio | Not Applicable | Not Applicable | 1,050 | 1,071 | 1,061 | 1,168 | 1,042 | 1,061 | 1,050 | 1,052 | 1,064 | 1,074 | ||||||||||||||||||||||||||||||||
MFS Inflation-Adjusted Bond Portfolio | Not Applicable | Not Applicable | 1,036 | 1,053 | 1,045 | 1,130 | 1,030 | 1,045 | 1,036 | 1,038 | 1,047 | 1,055 | ||||||||||||||||||||||||||||||||
MFS Limited Maturity Portfolio | Not Applicable | Not Applicable | 1,753 | 1,785 | 1,770 | 1,928 | 1,742 | 1,770 | 1,754 | 1,756 | 1,774 | 1,788 | ||||||||||||||||||||||||||||||||
MFS Mid Cap Value Portfolio | Not Applicable | Not Applicable | 1,031 | 1,047 | 1,039 | 1,117 | 1,025 | 1,039 | 1,031 | 1,033 | 1,041 | 1,048 | ||||||||||||||||||||||||||||||||
MFS Moderate Allocation Portfolio | Not Applicable | Not Applicable | 3,669 | 3,755 | 3,716 | 4,142 | 3,638 | 3,716 | 3,670 | 3,678 | 3,724 | 3,764 | ||||||||||||||||||||||||||||||||
MFS New Discovery Value Portfolio | Not Applicable | Not Applicable | 305 | 307 | 306 | 319 | 304 | 306 | 305 | 305 | 306 | 308 | ||||||||||||||||||||||||||||||||
Retirement Benefits Accrued as Part of Fund Expense | Not Applicable | Not Applicable | | Not Applicable | | | Not Applicable | | | Not Applicable | | | Not Applicable | | | Not Applicable | | | Not Applicable | | | Not Applicable | | | Not Applicable | | | Not Applicable | | | Not Applicable | | ||||||||||||
Total Trustee Compensation Paid by Fund Complex1 | Not Applicable | Not Applicable | $356,238 | $367,238 | $362,238 | $417,238 | $352,238 | $362,238 | $356,238 | $357,238 | $363,238 | $368,488 |
| ||
|
|
|
For the calendar year |
Retirement Benefit Deferral Plan — Under a Retirement Benefit Deferral Plan, certain Trustees have deferred benefits from a prior retirement plan. The value of the benefits is periodically readjusted as though the Trustee had invested an equivalent amount in Class A shares of the Fund(s) designated by such Trustee. The value of the deferred benefits will be paid to the Trustees upon retirement or thereafter. The plan does not obligate a Fund to retain the services of any Trustee or pay any particular level of compensation to any Trustee. The plan is not funded and a Fund’s obligation to pay the Trustee’s deferred compensation is a general unsecured obligation.
17
SERIESFUND INFORMATION
This section provides certain information about each Series,Fund, including information about its investment adviser, principal underwriter and administrator, Independent Registered Public Accounting Firm, executive officers and the identity of persons holding more than 5% of the outstanding shares of any class of any Series.Fund.
Investment Adviser, Principal Underwriter and Administrator
Each SeriesFund engages as its investment adviser and administrator MFS, a Delaware corporation with offices at 500 Boylston Street,111 Huntington Avenue, Boston, Massachusetts 02116.02199. Each SeriesFund engages as its principal underwriter MFS Fund Distributors, Inc. (“MFD”), a Delaware corporation with offices at 500 Boylston Street,111 Huntington Avenue, Boston, Massachusetts 02116.02199. MFS and its predecessor organizations have a history of money management dating from 1924. MFS is a majority owned subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is aan indirect majority-owned subsidiary of Sun Life Financial (U.S.) Holdings, Inc., 500 Boylston Street, Boston, Massachusetts 02116, which in turn is a wholly-owned subsidiary of Sun Life Assurance Company of Canada-U.S. Operations Holdings, Inc., One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481 (“Sun Life U.S. Operations”) (a diversified financial services company). Sun Life U.S. Operations is a wholly-owned subsidiary of Sun Life Financial Corp., 150 King Street West, Toronto, Canada MSH 1J9, which in turn is a wholly-owned subsidiary of Sun Life Financial Inc.
Independent Registered Public Accounting Firm
The Independent Registered Public Accounting Firm for each SeriesFund is Deloitte & Touche LLP (“Deloitte”), and the fiscal year end for each SeriesFund is December 31.
The Independent Registered Public Accounting Firm does not have a direct or material indirect interest in any Series.Fund.
The SeriesFunds do not expect representatives of Deloitte to be present at the Meetings, but they will have the opportunity to make a statement if they wish, and they will be available should any matter arise requiring their presence.
To the extent required by applicable regulations, pre-approval by the Audit Committee of the Board is needed for all audit and permissible non-audit services rendered by the Independent Registered Public Accounting Firm to each SeriesTrust and all permissible non-audit services rendered by the Independent Registered Public Accounting Firm to MFS and any entity controlling, controlled by or under common control with MFS that provides ongoing services to a SeriesTrust (including MFS Service Center, Inc.) (each, a “Service Affiliate”) if the services relate directly to the operations and financial reporting of such Series.Trust. Pre-approval is currently on an engagement-by-engagement basis. In the event pre-approval of such services is necessary between regular meetings of the Audit Committee and it is not practical to wait to seek pre- approvalpre-approval at the next regular meeting of the Audit Committee, pre-approval of such services may be referred to the Chair of the Audit Committee; provided that the Chair may not pre-approve any individual engagement for such services exceeding $50,000 or multiple engagements for such services in the aggregate exceeding $100,000 between such regular meetings of the Audit Committee. Any engagement pre-approved by the Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.
23
Schedule A attached hereto includes tables that set forth for each Series,Fund, for each Series’ two most recentFund’s 2015 and 2014 fiscal years, the fees billed by the Independent Registered Public Accounting Firm for (a) all audit and
18
non-audit services provided directly to the SeriesFund and (b) those non-audit services provided to the Series’Fund’s Service Affiliates that relate directly to the Series’Fund’s operations and financial reporting under the following captions:
(i) | Audit Fees |
(ii) | Audit-Related Fees |
(iii) | Tax Fees |
(iv) | All Other Fees |
Schedule A attached hereto also sets forth the aggregate fees billed by the Independent Registered Public Accounting Firm for each Series’ two most recentFund’s 2015 and 2014 fiscal years, for non-audit services rendered to each SeriesFund and to each Series’Fund’s Service Affiliates. During the periods indicated in the tables attached hereto as Schedule A, no services described above under “Audit- Related Fees,” “Tax Fees” or “All Other Fees” were approved pursuant to thede minimis exception set forth in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
The Audit Committee has considered whether the provision by a Series’Fund’s Independent Registered Public Accounting Firm of non-audit services to the Series’Fund’s Service Affiliates that were not pre-approved by the Audit Committee (because such services did not relate directly to the operations and financial reporting of the Series)Fund) was compatible with maintaining the independence of the Independent Registered Public Accounting Firm as the Series’Fund’s principal auditor.
24
Executive Officers
The following table provides information as of January 1, 2017 about the current executive officers of each SeriesTrust, including their principal occupations, which, unless specific dates are shown, are of more than five yearsyears’ duration, although the titles may not have been the same throughout. Each officer will hold office until his or her successor is chosen and qualified, or until he or she retires, resigns or is removed from office.
Name, | Position(s) Held With | Officer Since(1) | Principal Occupations During the Past | |||
OFFICERS | ||||||
| Massachusetts Financial Services Company, |
19
(Age 48) | |||||||||
( | Assistant Secretary and Assistant Clerk | September 2012 | Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012) | ||||||
Ethan D. Corey(3) (Age 53) | Assistant Secretary and Assistant Clerk | July 2005 | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | ||||||
David L. DiLorenzo(3) (Age 48) | President | July 2005 | Massachusetts Financial Services Company, Senior Vice President | ||||||
Brian E. Langenfeld(3) (Age 43) | Assistant Secretary and Assistant Clerk | June 2006 | Massachusetts Financial Services Company, Vice President and Senior Counsel | ||||||
Susan A. Pereira(3) (Age 46) | Assistant Secretary and Assistant Clerk | July 2005 | Massachusetts Financial Services Company, Vice President and Senior Counsel | ||||||
( | |||||||||
Assistant Treasurer | Massachusetts Financial Services Company, Vice | ||||||||
20
Mark N. Polebaum(3) | Secretary and Clerk | January 2006 | Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary | |||
Matthew A. Stowe(3) (Age 42) | Assistant Secretary and Assistant Clerk | October 2014 | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | |||
Frank L. Tarantino ( | Independent | June 2004 | Tarantino LLC (provider of compliance services), Principal |
25
Name, Age | Position(s) Held With Trust | Officer Since(1) | Principal Occupations During the Past Five Years(2) | |||
Richard S. Weitzel(3) | Assistant Secretary and Assistant Clerk | October 2007 | Massachusetts Financial Services Company, Senior Vice President and | |||
Martin J. Wolin (Age 49) | Chief Compliance Officer | July 2015 | Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until July 2015) | |||
James O. Yost(3) ( | September 1990 | Massachusetts Financial Services Company, Senior Vice President |
(1) | Date first appointed to serve as |
(2) |
|
(3) | “Interested person” of the Trust within the meaning of the 1940 Act, as a result of position with MFS. The address of MFS is |
Each Series’Fund’s officers held comparable positions with the 105138 funds in the MFS Family of Funds, and with certain affiliates of MFS as of January 1, 2009.date hereof. The address of each officer is c/o MFS, 500 Boylston Street,111 Huntington Avenue, Boston, Massachusetts 02116.02199
Interests of Certain Persons
Schedule B attached hereto sets forth, as of SeptemberNovember 30, 2009,2016, to the best knowledge of each Series,Fund, the shareholders who beneficially owned more than 5% of the outstanding shares of anyeach class of such Series.Fund.
21
FURTHER INFORMATION ABOUT VOTING AND THE MEETING
Manner of Voting Proxies
All proxies received by management will be voted on all matters presented at the Meeting, and if not limited to the contrary, will be voted FOR the election of RobertSteven E. Butler, Lawrence H. Cohn, M.D.,Buller, John A. Caroselli, Maureen R. Goldfarb, David H. Gunning, William R. Gutow, Michael Hegarty, John P. Kavanaugh, Robert J. Manning, Robert C. Pozen, J. Dale Sherratt,Clarence Otis, Jr., Maryanne L. Roepke, Robin A. Stelmach, and Laurie J. Thomsen and Robert W. Uek as Trustees of the Trust (if still available for election).
All proxies received, including proxies that reflect (i) abstentions or (ii) the withholding of authority to vote, will be counted as shares that are present on a particular matter for purposes of determining the presence of a quorum for that matter. SharesWith respect to the series of MFS Variable Insurance Trust and MFS Variable Insurance Trust II, shares representing a majority of a Series’Fund’s voting power entitled to be cast at the Meeting that are present in person or represented by proxy constitute a quorum. With respect to the series of MFS Variable Insurance Trust III, shares representing a one-third of a Fund’s voting power entitled to be cast at the Meeting that are present in person or represented by proxy constitute a quorum. With respect to the election of Trustees, neither abstentions nor withholding authority to vote have any effect on the outcome of the voting.
26
Each shareholder of a SeriesFund is entitled to one vote for each dollar of net asset value (number of shares of the SeriesFund owned by such shareholder, times net asset value per share) of the SeriesFund that such shareholder owns at the close of business on November 13, 2009,January 6, 2017, on each matter on which the shareholder is entitled to vote. Each fractional dollar amount is entitled to a proportionate fractional vote.
Each SeriesFund will reimburse the record holders of its shares for their expenses incurred in sendingproviding proxy material to and obtaining voting instructions from contract owners.
Each SeriesFund knows of no other matters to be brought before the Meeting. If, however, because of any unexpected occurrence, any nominee is not available for election or if any other matters properly come before the Meeting, it is each Series’Fund’s intention that proxies not limited to the contrary will be voted in accordance with the judgment of the persons named in the enclosed form of proxy.proxy materials.
Instructions for Voting Proxies
The giving of a proxy will not affect a shareholder’s right to vote in person should the shareholder decide to attend the Meeting. To vote by mail, please mark, sign, date and return the enclosed proxy card following the instructions printed on the card. Please refer to your proxy card for instructions on voting by telephone or internet.
Submission of Proposals
Each Fund that is a series of the SeriesMFS Variable Insurance Trust and MFS Variable Insurance Trust II is part of a Massachusetts business trust and each Fund that is a series of MFS Variable Insurance Trust III is a part of a Delaware trust, and as such is not required to hold annual meetings of shareholders. However, the Trustees may from time to time schedule special meetings. Shareholder proposals for inclusion in a Series’Fund’s proxy statement for any subsequent meeting must be received by the applicable SeriesFund a reasonable period of time prior to any such meeting.
Additional Information
Because all shareholders of Funds that are series of the same Trust will vote together as a single class with respect to the election of Trustees, the Meeting of shareholders of each SeriesFund is called to be held at the same time as the MeetingsMeeting of shareholders of each of the other Series.Funds. It is anticipated that all Meetings will be held simultaneously.
22
Each Fund that owns shares of another Fund (the “underlying fund”) will vote shares in the same proportion as those underlying fund shareholders unaffiliated with the Funds.
With regard to a proposal other than the election of Trustees (if any), if any shareholder at the Meeting objects to the holding of a simultaneous MeetingMeetings and moves for an adjournment of thethat Meeting to a time promptly after the simultaneous Meetings, the persons named as proxies will vote in favor of such adjournment with respect to such other proposals.
Half of theThe expense of the preparation printing and mailing of the enclosed form of proxy, the Notice and this Proxy Statement and anyrelated materials, including printing and delivery costs, the solicitation of proxies, and the tabulation costs, will be borne on a proportional basis by the Series. The remaining half of the expenses will be borne by MFS.Funds.
27
Only one copy of this Proxy Statement may be mailed to you if you hold multiple accounts within a Series. If you need additional copies of this Proxy Statement, please contact D. F. King & Co., Inc., an AST One Company at 1-800-755-7250.(888)887-0082 or visit www.proxyonline.com/docs/MFS2017.pdf.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
January 30, 2017
| ||
MFS® Global Equity Series | MFS® | |
MFS® Growth Series | MFS® Total Return Bond Series | |
MFS® Investors Trust Series | MFS® Total Return Series | |
MFS® Mid Cap Growth Series | MFS® Utilities Series | |
MFS® New Discovery Series | MFS® Value Series | |
MFS® VARIABLE INSURANCE TRUST II | ||
MFS® Blended Research Core Equity Portfolio | MFS® High Yield Portfolio | |
MFS® Core Equity Portfolio | MFS® International Growth Portfolio | |
MFS® Corporate Bond Portfolio | MFS® International Value Portfolio | |
MFS® Emerging Markets Equity Portfolio | MFS® Massachusetts Investors Growth Stock Portfolio | |
MFS® Global Governments Portfolio | MFS® Research International Portfolio | |
MFS® Global Growth Portfolio | MFS® Strategic Income Portfolio | |
MFS® Global Research Portfolio | MFS® Technology Portfolio | |
MFS® Global Tactical Allocation Portfolio | MFS® U.S. Government Money Market Portfolio | |
MFS® Government Securities Portfolio | ||
MFS® VARIABLE INSURANCE TRUST III | ||
MFS® Blended Research Small Cap Equity Portfolio | MFS® Limited Maturity Portfolio | |
MFS® Conservative Allocation Portfolio | MFS® Mid Cap Value Portfolio | |
MFS® Global Real Estate Portfolio | MFS® Moderate Allocation Portfolio | |
MFS® Growth Allocation Portfolio | MFS® New Discovery Value Portfolio | |
MFS® Inflation-Adjusted Bond Portfolio |
MFS® GLOBAL EQUITY SERIES
MFS® GROWTH SERIES
MFS® HIGH INCOME SERIES
MFS® INVESTORS GROWTH STOCK SERIES
MFS® INVESTORS TRUST SERIES
MFS® MID CAP GROWTH SERIES
MFS® NEW DISCOVERY SERIES
MFS® RESEARCH BOND SERIES
MFS® RESEARCH INTERNATIONAL SERIES
MFS® RESEARCH SERIES
MFS® STRATEGIC INCOME SERIES
MFS® TOTAL RETURN SERIES
MFS® UTILITIES SERIES
MFS® VALUE SERIES
23
Exhibit 1
MFS Funds Board
Nomination and Compensation Committee Charter
(Adopted (Adopted as of July 20, 2004)
Revised December 14, 2010 (Appendix B)
The Board of Trustees (the “Board”) of each of the Trusts listed in Appendix A hereto, as the same may be periodically updated (each a “Trust” and, collectively, the “Trusts”), has adopted this Charter to govern the activities of the Nomination and Compensation Committee (the “Committee”) of the particular Board on behalf of each series of a Trust and each Trust which is itself a single series (each such series a “Fund” and, collectively, the “Funds”). This Charter applies separately to each Trust and its particular Board and Committee, and shall be interpreted accordingly.
Statement of Purposes and Responsibilities
The Committee is responsible for (i) determining requisite standards or qualifications for nominees to serve as trustees on the Board, (ii) identifying possible candidates to become members of the Board in the event that a trustee position is vacated or created and/or in contemplation of a shareholders’ meeting at which one or more trustees is to be elected, and (iii) considering and evaluating such candidates and recommending trustee nominees for the Board’s approval.
In addition, the Committee is responsible for recommending for approval by the Board the structure and levels of compensation and other related benefits to be paid or provided by the Funds to Board members (“Independent Trustees”) who are not “interested persons” of the Trust, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”).
Organization and Governance
The Committee shall be comprised of all of the Independent Trustees on the Board, and shall not include any members who are not Independent Trustees.
One or more members of the Committee may be designated by the Board as the Committee’s chair or co-chair, as the case may be. The Committee may delegate any portion of itits authority or responsibilities to a sub-committee of one or more members.
The Committee will not have regularly scheduled meetings. Committee meetings shall be held as and when the Committee or the Board determines necessary or appropriate in accordance with the Trust’s By-Laws. The Chair of the Trustees, the chair or vice-chair of the Committee or a majority of the members of the Committee are authorized to call a meeting of the Committee and send notice thereof or direct that such notice be sent.
A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The action of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the action of the Committee. The Committee may also take action by written consent of a majority of the Committee members. The Committee may meet by means of a telephone conference circuit or similar communications equipment by means of which all persons participating in the meeting can hear each other.
24
Committee Duties and Responsibilities
The duties and responsibilities of the Committee include:
Nomination
1. To determine requisite standards or qualifications for trustees nominees. The Committee currently requires at minimum that trustee candidates have a college degree or equivalent business and related industry experience.
1. | To determine requisite standards or qualifications for trustees nominees. The Committee currently requires at minimum that trustee candidates have a college degree or equivalent business and related industry experience. |
2. To identify potential candidates to become members of the Board in the event that a trustee position is vacated or created and/or in contemplation of a shareholders’ meeting at which one or more trustees is to be elected. The Committee may consider candidates recommended by one or more of the following sources: (i) the Fund’s current Trustees, (ii) the Fund’s officers, (iii) the Fund’s investment adviser(s), (iv) the Fund’s shareholders (see 4. below) and (v) any other source the Committee deems to be appropriate. The Committee may, but is not required to, retain a third party search firm at the Fund’s expense to identify potential candidates.
2. | To identify potential candidates to become members of the Board in the event that a trustee position is vacated or created and/or in contemplation of a shareholders’ meeting at which one or more trustees is to be elected. The Committee may consider candidates recommended by one or more of the following sources: (i) the Fund’s current Trustees,(ii) the Fund’s officers, (iii) the Fund’s investment adviser(s), (iv) the Fund’s shareholders (see 4. below) and (v) any other source the Committee deems to be appropriate. The Committee may, but is not required to, retain a third party search firm at the Fund’s expense to identify potential candidates. |
3. To consider and evaluate candidates identified in 2. above and recommend trustee nominees for the Board’s approval. In considering and evaluating candidates, the Committee may take into account a wide variety of factors, including (but not limited to): (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board, (ii) relevant business and related industry experience, (iii) educational background, (iv) financial expertise, (v) experience with corporate governance matters, (vi) an assessment of the candidate’s ability, judgment and expertise, (vii) overall diversity of the Board’s composition, (viii) the percentage of the Board represented by Independent Trustees and whether a candidate would qualify as an Independent Trustee under the 1940 Act and (ix) such other factors as the Committee deems appropriate.
3. | To consider and evaluate candidates identified in 2. above and recommend trustee nominees for the Board’s approval. In considering and evaluating candidates, the Committee may take into account a wide variety of factors, including (but not limited to): (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board, (ii) relevant business and related industry experience, (iii) educational background, (iv) financial expertise, (v) experience with corporate governance matters, (vi) an assessment of the candidate’s ability, judgment and expertise, (vii) overall diversity of the Board’s composition, (viii) the percentage of the Board represented by Independent Trustees and whether a candidate would qualify as an Independent Trustee under the 1940 Act, and (ix) such other factors as the Committee deems appropriate. |
4. To consider and evaluate nominee candidates properly submitted by shareholders on the same basis as it considers and evaluates candidates recommended by other sources. Appendix B to this Charter, as it may be amended from time to time by the Committee, sets forth procedures that must be followed by shareholders to properly submit a nominee candidate to the Committee (recommendations not properly submitted in accordance with Appendix B will not be considered by the Committee).
4. | To consider and evaluate nominee candidates properly submitted by shareholders on the same basis as it considers and evaluates candidates recommended by other sources. Appendix B to this Charter, as it may be amended from time to time by the Committee, sets forth procedures that must be followed by shareholders to properly submit a nominee candidate to the Committee (recommendations not properly submitted in accordance with Appendix B will not be considered by the Committee). |
Compensation
1. To recommend for approval by the Board the structure and levels of compensation and any related benefits to be paid or provided by the Funds to the Independent Trustees for their services on the Board and any Committees of the Board.
1. | To recommend for approval by the Board the structure and levels of compensation and any related benefits to be paid or provided by the Funds to the Independent Trustees for their services on the Board and any Committees of the Board. |
2.
2. | In formulating the Committee’s recommendations in 1. above, to periodically (and at least annually) review and assess the compensation and any related benefits paid or provided by the Funds to the Independent Trustees based upon facts and circumstances applicable to the Funds, relevant industry practice, the goal of attracting and retaining highly qualified individuals to serve as Independent Trustees and such other factors that the Committee deems appropriate. |
25
General
1. To make such other recommendations and reports to the Board within the scope of the Committee’s functions.
1. | To make such other recommendations and reports to the Board within the scope of the Committee’s functions. |
2.
2. | To discharge any other duties or responsibilities delegated to the Committee by the Board from time to time. |
26
Appendix A to Exhibit 1
Trusts Covered by the Charter
(As of OctoberJanuary 1, 2009)2013)
MFS Series Trust I
MFS Series Trust II
MFS Series Trust III
MFS Series Trust IV
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust VII
MFS Series Trust VIII
MFS Series Trust IX
MFS Series Trust X
MFS Series Trust XI
MFS Series Trust XII
MFS Series Trust XIII
MFS Series Trust XIV
MFS Series Trust XV
MFS Series Trust XVI
MFS Municipal Series Trust
MFS Institutional Trust
MFS Growth Opportunities Fund
Massachusetts Investors Growth Stock Fund
Massachusetts Investors Trust
MFS California Insured Municipal Fund
MFS Charter Income Trust
MFS Government Markets Income Trust
MFS High Income Municipal Trust
MFS High Yield Municipal Trust
MFS InterMarket Income Trust I
MFS Intermediate High Income Fund
MFS Intermediate Income Trust
MFS Investment Grade Municipal Trust
MFS Multimarket Income Trust
MFS Municipal Income Trust
MFS Special Value Trust
MFS Variable Insurance Trust
MFS Variable Insurance Trust II
27MFS Variable Insurance Trust III
32
Appendix B to Exhibit 1
Procedures for Shareholders to Submit Nominee Candidates
(As of July 20, 2004)December 14, 2010)
A shareholder must follow the following procedures in order to properly submit a recommendation for a trustee nominee for the Committee’s consideration:
1. The shareholder must submit any such recommendation in writing to the applicable Trust(s), to the attention of the Secretary, at the address of the principal executive offices of the Trust(s).
1. | The shareholder must submit any such recommendation in writing to the applicable Trust(s), to the attention of the Secretary, at the address of the principal executive offices of the Trust(s). |
2. The shareholder recommendation must include, with respect to each applicable Trust:
2. | The shareholder recommendation must include, with respect to each applicable Trust: |
(i) a statement in writing setting forth (A) the name, date of birth, business address and residence address of the person recommended by the shareholder (the “candidate”); and (B) whether the recommending shareholder believes that the candidate is or will be an “interested person” of the Trust (as defined in the Investment Company Act of 1940, as amended) and, if not an “interested person,” information regarding the candidate that will be sufficient for the Trust to make such determination and, if applicable, similar information regarding whether the candidate would satisfy the standards for independence of a Board member under listing standards of the New York Stock Exchange or other applicable securities exchange.
(i) | a statement in writing setting forth (A) the name, date of birth, business address and residence address of the person recommended by the shareholder (the “candidate”); and (B) whether the recommending shareholder believes that the candidate is or will be an “interested person” of the Trust (as defined in the Investment Company Act of 1940, as amended) and, if not an “interested person,” information regarding the candidate that will be sufficient for the Trust to make such determination and, if applicable, similar information regarding whether the candidate would satisfy the standards for independence of a Board member under listing standards of the New York Stock Exchange or other applicable securities exchange. |
(ii) the written and manually signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected;
(ii) | the written and manually signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected; |
(iii) the recommending shareholder’s name as it appears on the Trust’s books and the class or series and number of all shares of the Trust owned beneficially and of record by the recommending shareholder (as evidenced to the Committee’s satisfaction by a recent brokerage or account statement); and
(iii) | the recommending shareholder’s name as it appears on the Trust’s books and the class or series and number of all shares of the Trust owned beneficially and of record by the recommending shareholder (as evidenced to the Committee’s satisfaction by a recent brokerage or account statement); and |
(iv) a description of all arrangements or understandings between the recommending shareholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made by the recommending shareholder.
(iv) | a description of all arrangements or understandings between the recommending shareholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made by the recommending shareholder. |
In addition, the Committee will require that the recommendation conform to any requirements in the applicable Trust’s by-laws, and may require the candidate to furnish such other information as it may reasonably require or deem necessary to determine the eligibility of such candidate to serve on the Board and information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation of proxies for election of Trustees.
28
Schedule A
Independent Registered Public Accounting Firm Fees
For each Series’ last two fiscal years, feesFees billed by each Series’Fund’s Independent Registered Public Accounting Firm, Deloitte & Touche LLP, in each of the two fiscal years set forth below for services provided directlyrendered to each Series:Series are shown below.
Audit Fees | ||||||||||||||||||||||||||||
Series | 2008 | 2007 | ||||||||||||||||||||||||||
MFS Core Equity Series | $39,706 | $41,135 | ||||||||||||||||||||||||||
December 31, 2015 | Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees | ||||||||||||||||||||||||
MFS Variable Insurance Trust: | ||||||||||||||||||||||||||||
MFS Global Equity Series | $39,004 | $40,456 | 44,069 | 2,400 | 5,143 | 12 | ||||||||||||||||||||||
MFS Growth Series | $39,706 | $41,135 | 44,860 | 2,400 | 5,143 | 294 | ||||||||||||||||||||||
MFS High Income Series | $53,155 | $50,643 | ||||||||||||||||||||||||||
MFS Investors Growth Stock Series | $39,004 | $40,456 | ||||||||||||||||||||||||||
MFS Investors Trust Series | $39,004 | $40,456 | ||||||||||||||||||||||||||
MFS Investor Trust Series | 44,069 | 2,400 | 5,143 | 119 | ||||||||||||||||||||||||
MFS Mid Cap Growth Series | $39,004 | $40,456 | 44,069 | 2,400 | 5,143 | 90 | ||||||||||||||||||||||
MFS New Discovery Series | $39,004 | $40,456 | 44,069 | 2,400 | 5,143 | 169 | ||||||||||||||||||||||
MFS Research Bond Series | $49,548 | $50,643 | ||||||||||||||||||||||||||
MFS Research International Series | $38,995 | $40,447 | ||||||||||||||||||||||||||
MFS Research Series | $39,706 | $41,135 | 44,960 | 2,400 | 5,143 | 144 | ||||||||||||||||||||||
MFS Strategic Income Series | $51,213 | $50,643 | ||||||||||||||||||||||||||
MFS Total Return Bond Series | 63,126 | 2,400 | 5,143 | 583 | ||||||||||||||||||||||||
MFS Total Return Series | $52,359 | $53,360 | 62,179 | 2,400 | 5,143 | 598 | ||||||||||||||||||||||
MFS Utilities Series | $39,004 | $40,456 | 44,169 | 2,400 | 5,143 | 342 | ||||||||||||||||||||||
MFS Value Series | $39,706 | $41,135 | 44,860 | 2,400 | 5,143 | 472 | ||||||||||||||||||||||
Audit-Related Fees | Tax Fees | All Other Fees | ||||||||||||||||||||||||||
Series | 2008 | 2007 | 2008 | 2007 | 2008 | 2007 | ||||||||||||||||||||||
MFS Core Equity Series | $2,400 | $2,400 | $4,428 | $4,900 | $1,115 | $1,138 | ||||||||||||||||||||||
MFS Global Equity Series | $2,400 | $2,400 | $4,428 | $4,900 | $1,115 | $1,138 | ||||||||||||||||||||||
MFS Growth Series | $2,400 | $2,400 | $4,428 | $4,900 | $1,115 | $1,138 | ||||||||||||||||||||||
MFS High Income Series | $2,400 | $2,400 | $4,428 | $4,900 | $3,415 | $1,138 | ||||||||||||||||||||||
MFS Investors Growth Stock Series | $2,400 | $2,400 | $4,428 | $4,900 | $1,115 | $1,138 | ||||||||||||||||||||||
MFS Investors Trust Series | $2,400 | $2,400 | $4,428 | $4,900 | $1,115 | $1,138 | ||||||||||||||||||||||
MFS Mid Cap Growth Series | $2,400 | $2,400 | $4,428 | $4,900 | $1,115 | $1,138 | ||||||||||||||||||||||
MFS New Discovery Series | $2,400 | $2,400 | $4,428 | $4,900 | $1,115 | $1,138 | ||||||||||||||||||||||
MFS Research Bond Series | $2,400 | $2,400 | $4,428 | $4,900 | $3,415 | $1,138 | ||||||||||||||||||||||
MFS Research International Series | $2,400 | $2,400 | $4,428 | $4,900 | $1,115 | $1,138 | ||||||||||||||||||||||
MFS Research Series | $2,400 | $2,400 | $4,428 | $4,900 | $1,115 | $1,138 | ||||||||||||||||||||||
MFS Strategic Income Series | $2,400 | $2,400 | $4,428 | $4,900 | $2,380 | $1,138 | ||||||||||||||||||||||
MFS Total Return Series | $2,400 | $2,400 | $4,428 | $4,900 | $1,115 | $1,138 | ||||||||||||||||||||||
MFS Utilities Series | $2,400 | $2,400 | $4,428 | $4,900 | $1,115 | $1,138 | ||||||||||||||||||||||
MFS Value Series | $2,400 | $2,400 | $4,428 | $4,900 | $1,115 | $1,138 | ||||||||||||||||||||||
MFS Variable Insurance Trust II: | ||||||||||||||||||||||||||||
MFS Blended Research Core Equity Portfolio | 42,794 | 2,400 | 4,810 | 93 | ||||||||||||||||||||||||
MFS Core Equity Portfolio | 44,818 | 2,400 | 4,810 | 32 | ||||||||||||||||||||||||
MFS Corporate Bond Portfolio | 62,599 | 2,400 | 4,810 | 57 | ||||||||||||||||||||||||
MFS Emerging Markets Equity Portfolio | 45,103 | 2,400 | 4,810 | 15 | ||||||||||||||||||||||||
MFS Global Governments Portfolio | 60,371 | 2,400 | 4,810 | 43 | ||||||||||||||||||||||||
MFS Global Growth Portfolio | 55,106 | 2,400 | 4,810 | 12 | ||||||||||||||||||||||||
MFS Global Research Portfolio | 43,664 | 2,400 | 4,810 | 25 | ||||||||||||||||||||||||
MFS Global Tactical Allocation Portfolio | 60,408 | 2,400 | 4,810 | 10,184 | ||||||||||||||||||||||||
MFS Government Securities Portfolio | 51,294 | 2,400 | 4,810 | 160 | ||||||||||||||||||||||||
MFS High Yield Portfolio | 66,648 | 2,400 | 4,810 | 128 | ||||||||||||||||||||||||
MFS International Growth Portfolio | 45,103 | 2,400 | 4,810 | 40 | ||||||||||||||||||||||||
MFS International Value Portfolio | 45,971 | 2,400 | 4,810 | 226 | ||||||||||||||||||||||||
MFS Massachusetts Investors Growth Stock Portfolio | 44,718 | 2,400 | 4,810 | 114 | ||||||||||||||||||||||||
MFS Research International Portfolio | 42,794 | 2,400 | 4,810 | 69 | ||||||||||||||||||||||||
MFS Strategic Income Portfolio | 66,386 | 2,400 | 4,810 | 14 | ||||||||||||||||||||||||
MFS Technology Portfolio | 42,894 | 2,400 | 4,810 | 16 | ||||||||||||||||||||||||
MFS U.S. Government Money Market Portfolio | 26,407 | 2,400 | 4,810 | 88 | ||||||||||||||||||||||||
MFS Variable Insurance Trust III: | ||||||||||||||||||||||||||||
MFS Blended Research Small Cap Equity Portfolio | 42,731 | 2,400 | 4,806 | 27 | ||||||||||||||||||||||||
MFS Conservative Allocation Portfolio | 29,070 | 2,400 | 4,806 | 165 | ||||||||||||||||||||||||
MFS Global Real Estate Portfolio | 43,644 | 2,400 | 5,123 | 50 | ||||||||||||||||||||||||
MFS Growth Allocation Portfolio | 29,070 | 2,400 | 4,806 | 112 | ||||||||||||||||||||||||
MFS Inflation-Adjusted Bond Portfolio | 33,563 | 2,400 | 4,004 | 89 | ||||||||||||||||||||||||
MFS Limited Maturity Portfolio | 53,515 | 2,400 | 4,806 | 175 | ||||||||||||||||||||||||
MFS Mid Cap Value Portfolio | 44,042 | 2,400 | 4,806 | 72 | ||||||||||||||||||||||||
MFS Moderate Allocation Portfolio | 29,070 | 2,400 | 4,806 | 425 | ||||||||||||||||||||||||
MFS New Discovery Value Portfolio | 42,731 | 2,400 | 4,806 | 13 |
Schedule A-1
December 31, 2014 | Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees | ||||||||||||
MFS Variable Insurance Trust: | ||||||||||||||||
MFS Global Equity Series | 43,306 | 2,400 | 5,057 | 1,005 | ||||||||||||
MFS Growth Series | 44,083 | 2,400 | 5,057 | 1,119 | ||||||||||||
MFS Investor Trust Series | 43,306 | 2,400 | 5,057 | 1,054 | ||||||||||||
MFS Mid Cap Growth Series | 43,306 | 2,400 | 5,057 | 1,039 | ||||||||||||
MFS New Discovery Series | 43,306 | 4,900 | 5,057 | 1,076 | ||||||||||||
MFS Research Series | 44,083 | 2,400 | 5,057 | 1,063 | ||||||||||||
MFS Total Return Bond Series | 61,946 | 2,400 | 5,057 | 1,237 | ||||||||||||
MFS Total Return Series | 61,113 | 2,400 | 5,057 | 1,234 | ||||||||||||
MFS Utilities Series | 43,306 | 4,900 | 5,057 | 1,139 | ||||||||||||
MFS Value Series | 44,083 | 4,900 | 5,057 | 1,204 | ||||||||||||
MFS Variable Insurance Trust II: | ||||||||||||||||
MFS Blended Research Core Equity Portfolio | 42,052 | 2,400 | 4,730 | 1,040 | ||||||||||||
MFS Core Equity Portfolio | 43,944 | 4,900 | 4,730 | 1,013 | ||||||||||||
MFS Corporate Bond Portfolio | 61,526 | 2,400 | 4,730 | 1,025 | ||||||||||||
MFS Emerging Markets Equity Portfolio | 44,322 | 2,400 | 4,730 | 1,007 | ||||||||||||
MFS Global Governments Portfolio | 59,237 | 2,400 | 4,730 | 1,019 | ||||||||||||
MFS Global Growth Portfolio | 54,158 | 2,400 | 4,730 | 1,005 | ||||||||||||
MFS Global Research Portfolio | 42,809 | 2,400 | 4,730 | 1,011 | ||||||||||||
MFS Global Tactical Allocation Portfolio | 57,700 | 22,076 | 4,730 | 1,088 | ||||||||||||
MFS Government Securities Portfolio | 50,410 | 2,400 | 4,730 | 1,073 | ||||||||||||
MFS High Yield Portfolio | 65,409 | 2,400 | 4,730 | 1,049 | ||||||||||||
MFS International Growth Portfolio | 44,322 | 2,400 | 4,730 | 1,017 | ||||||||||||
MFS International Value Portfolio | 45,077 | 2,400 | 4,730 | 1,087 | ||||||||||||
MFS Massachusetts Investors Growth Stock Portfolio | 43,944 | 4,900 | 4,730 | 1,050 | ||||||||||||
MFS Research International Portfolio | 42,052 | 4,900 | 4,730 | 1,030 | ||||||||||||
MFS Strategic Income Portfolio | 65,151 | 2,400 | 4,730 | 1,005 | ||||||||||||
MFS Technology Portfolio | 42,052 | 2,400 | 4,730 | 1,006 | ||||||||||||
MFS U.S. Government Money Market Portfolio | 25,939 | 2,400 | 4,730 | 1,040 | ||||||||||||
MFS Variable Insurance Trust III: | ||||||||||||||||
MFS Blended Research Small Cap Equity Portfolio | 41,990 | 2,400 | 4,726 | 1,012 | ||||||||||||
MFS Conservative Allocation Portfolio | 28,557 | 2,400 | 4,726 | 1,076 | ||||||||||||
MFS Global Real Estate Portfolio | 42,888 | 2,400 | 5,037 | 1,022 | ||||||||||||
MFS Growth Allocation Portfolio | 28,557 | 2,400 | 4,726 | 1,049 | ||||||||||||
MFS Inflation-Adjusted Bond Portfolio | 32,877 | 2,400 | 3,937 | 1,040 | ||||||||||||
MFS Limited Maturity Portfolio | 52,495 | 2,400 | 4,726 | 1,076 | ||||||||||||
MFS Mid Cap Value Portfolio | 43,279 | 2,400 | 4,726 | 1,032 | ||||||||||||
MFS Moderate Allocation Portfolio | 28,557 | 2,400 | 4,726 | 1,179 | ||||||||||||
MFS New Discovery Value Portfolio | 41,990 | 2,400 | 4,726 | 1,006 |
For each Series’ last two fiscal years, fees
Fees billed by each Series’Fund’s Independent Registered Public Accounting Firm, Deloitte & Touche LLP, in each of the two fiscal years set forth below for services provided to each Series’Fund’s Service Affiliates that relate directly to such Series’fund’s operations and financial reporting:reporting are shown below. Service Affiliates include each Fund’s investment adviser, Massachusetts Financial Services Company (“MFS”), various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Funds.
Audit-Related Fees(1) | Tax Fees(1) | All Other Fees(1) | ||||||||||
Series | 2008 | 2007 | 2008 | 2007 | 2008 | 2007 | ||||||
Service Affiliates of MFS Core Equity Series | $1,256,504 | $1,189,135 | $0 | $0 | $223,140 | $366,217 | ||||||
Service Affiliates of MFS Global Equity Series | $1,256,504 | $1,189,135 | $0 | $0 | $223,140 | $366,217 | ||||||
Service Affiliates of MFS Growth Series | $1,256,504 | $1,189,135 | $0 | $0 | $223,140 | $366,217 | ||||||
Service Affiliates of MFS High Income Series | $1,256,504 | $1,189,135 | $0 | $0 | $223,140 | $366,217 | ||||||
Service Affiliates of MFS Investors Growth Stock Series | $1,256,504 | $1,189,135 | $0 | $0 | $223,140 | $366,217 | ||||||
Service Affiliates of MFS Investors Trust Series | $1,256,504 | $1,189,135 | $0 | $0 | $223,140 | $366,217 | ||||||
Service Affiliates of MFS Mid Cap Growth Series | $1,256,504 | $1,189,135 | $0 | $0 | $223,140 | $366,217 | ||||||
Service Affiliates of MFS New Discovery Series | $1,256,504 | $1,189,135 | $0 | $0 | $223,140 | $366,217 | ||||||
Service Affiliates of MFS Research Bond Series | $1,256,504 | $1,189,135 | $0 | $0 | $223,140 | $366,217 | ||||||
Service Affiliates of MFS Research International Series | $1,256,504 | $1,189,135 | $0 | $0 | $223,140 | $366,217 | ||||||
Service Affiliates of MFS Research Series | $1,256,504 | $1,189,135 | $0 | $0 | $223,140 | $366,217 | ||||||
Service Affiliates of MFS Strategic Income Series | $1,256,504 | $1,189,135 | $0 | $0 | $223,140 | $366,217 | ||||||
Service Affiliates of MFS Total Return Series | $1,256,504 | $1,189,135 | $0 | $0 | $223,140 | $366,217 | ||||||
Service Affiliates of MFS Utilities Series | $1,256,504 | $1,189,135 | $0 | $0 | $223,140 | $366,217 | ||||||
Service Affiliates of MFS Value Series | $1,256,504 | $1,189,135 | $0 | $0 | $223,140 | $366,217 |
Schedule A-2
December 31, 2015 | Audit-Related Fees# | Tax Fees# | All Other Fees# | |||||||||
MFS Variable Insurance Trust: | ||||||||||||
Service Affiliates of MFS Global Equity Series | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Growth Series | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Investor Trust Series | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Mid Cap Growth Series | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS New Discovery Series | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Research Series | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Total Return Bond Series | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Total Return Series | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Utilities Series | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Value Series | 186,019 | 0 | 5,000 | |||||||||
MFS Variable Insurance Trust II: | ||||||||||||
Service Affiliates of MFS Blended Research Core Equity Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Core Equity Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Corporate Bond Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Emerging Markets Equity Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Global Governments Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Global Growth Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Global Research Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Global Tactical Allocation Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Government Securities Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS High Yield Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS International Growth Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS International Value Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Massachusetts Investors Growth Stock Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Research International Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Strategic Income Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Technology Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS U.S. Government Money Market Portfolio | 186,019 | 0 | 5,000 | |||||||||
MFS Variable Insurance Trust III: | ||||||||||||
Service Affiliates of MFS Blended Research Small Cap Equity Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Conservative Allocation Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Global Real Estate Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Growth Allocation Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Inflation-Adjusted Bond Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Limited Maturity Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Mid Cap Value Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Moderate Allocation Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS New Discovery Value Portfolio | 186,019 | 0 | 5,000 |
Schedule A-3
December 31, 2014 | Audit-Related Fees# | Tax Fees# | All Other Fees# | |||||||||
MFS Variable Insurance Trust: | ||||||||||||
Service Affiliates of MFS Global Equity Series | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Growth Series | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Investor Trust Series | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Mid Cap Growth Series | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS New Discovery Series | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Research Series | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Total Return Bond Series | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Total Return Series | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Utilities Series | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Value Series | 1,686,271 | 0 | 0 | |||||||||
MFS Variable Insurance Trust II: | ||||||||||||
Service Affiliates of MFS Blended Research Core Equity Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Core Equity Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Corporate Bond Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Emerging Markets Equity Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Global Governments Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Global Growth Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Global Research Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Global Tactical Allocation Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Government Securities Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS High Yield Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS International Growth Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS International Value Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Massachusetts Investors Growth Stock Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Research International Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Strategic Income Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Technology Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS U.S. Government Money Market Portfolio | 1,686,271 | 0 | 0 | |||||||||
MFS Variable Insurance Trust III: | ||||||||||||
Service Affiliates of MFS Blended Research Small Cap Equity Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Conservative Allocation Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Global Real Estate Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Growth Allocation Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Inflation-Adjusted Bond Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Limited Maturity Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Mid Cap Value Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Moderate Allocation Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS New Discovery Value Portfolio | 1,686,271 | 0 | 0 |
This amount reflects the fees billed to Service Affiliates of |
During the periods indicated in the tables above, no services described under “Audit- Related Fees,” “Tax Fees” or “All Other Fees” were approved pursuant to the de minimis exception set forth in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Schedule A-2
Aggregate fees billed by each Series’Fund’s Independent Registered Public Accounting Firm, Deloitte & Touche LLP, for each Series’Fund’s two most recent fiscal years set forth below for non-audit services rendered to each SeriesFund and to each Series’Fund’s Service Affiliates:Affiliates are shown below. Service Affiliates include MFS and various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Fund.
Series | 2008 | 2007 | ||
MFS Core Equity Series | $1,537,412 | $1,776,165 | ||
MFS Global Equity Series | $1,537,412 | $1,776,165 | ||
MFS Growth Series | $1,537,412 | $1,776,165 | ||
MFS High Income Series | $1,539,712 | $1,776,165 | ||
MFS Investors Growth Stock Series | $1,537,412 | $1,776,165 | ||
MFS Investors Trust Series | $1,537,412 | $1,776,165 | ||
MFS Mid Cap Growth Series | $1,537,412 | $1,776,165 | ||
MFS New Discovery Series | $1,537,412 | $1,776,165 | ||
MFS Research Bond Series | $1,539,712 | $1,776,165 | ||
MFS Research International Series | $1,537,412 | $1,776,165 | ||
MFS Research Series | $1,537,412 | $1,776,165 | ||
MFS Strategic Income Series | $1,538,677 | $1,776,165 | ||
MFS Total Return Series | $1,537,412 | $1,776,165 | ||
MFS Utilities Series | $1,537,412 | $1,776,165 | ||
MFS Value Series | $1,537,412 | $1,776,165 |
Service Affiliates and Series | 2015 | 2014 | ||||||
MFS Variable Insurance Trust: | ||||||||
MFS Global Equity Series and its Service Affiliates | 198,574 | 1,698,071 | ||||||
MFS Growth Series and its Service Affiliates | 198,856 | 1,698,185 | ||||||
MFS Investor Trust Series and its Service Affiliates | 198,681 | 1,698,120 | ||||||
MFS Mid Cap Growth Series and its Service Affiliates | 198,652 | 1,698,105 | ||||||
MFS New Discovery Series and its Service Affiliates | 198,731 | 1,700,642 | ||||||
MFS Research Series and its Service Affiliates | 198,706 | 1,698,129 | ||||||
MFS Total Return Bond Series and its Service Affiliates | 199,145 | 1,698,303 | ||||||
MFS Total Return Series and its Service Affiliates | 199,160 | 1,698,300 | ||||||
MFS Utilities Series and its Service Affiliates | 198,904 | 1,700,705 | ||||||
MFS Value Series and its Service Affiliates | 199,034 | 1,700,770 | ||||||
MFS Variable Insurance Trust II: | ||||||||
MFS Blended Research Core Equity Portfolio and its Service Affiliates | 198,322 | 1,697,779 | ||||||
MFS Core Equity Portfolio and its Service Affiliates | 198,261 | 1,700,252 | ||||||
MFS Corporate Bond Portfolio and its Service Affiliates | 198,286 | 1,697,764 | ||||||
MFS Emerging Markets Equity Portfolio and its Service Affiliates | 198,244 | 1,697,746 | ||||||
MFS Global Governments Portfolio and its Service Affiliates | 198,272 | 1,697,758 | ||||||
MFS Global Growth Portfolio and its Service Affiliates | 198,241 | 1,697,744 | ||||||
MFS Global Research Portfolio and its Service Affiliates | 198,254 | 1,697,750 | ||||||
MFS Global Tactical Allocation Portfolio and its Service Affiliates | 208,413 | 1,717,503 | ||||||
MFS Government Securities Portfolio and its Service Affiliates | 198,389 | 1,697,812 | ||||||
MFS High Yield Portfolio and its Service Affiliates | 198,357 | 1,697,788 | ||||||
MFS International Growth Portfolio and its Service Affiliates | 198,269 | 1,697,756 | ||||||
MFS International Value Portfolio and its Service Affiliates | 198,455 | 1,697,826 | ||||||
MFS Massachusetts Investors Growth Stock Portfolio and its Service Affiliates | 198,343 | 1,700,289 | ||||||
MFS Research International Portfolio and its Service Affiliates | 198,298 | 1,700,269 | ||||||
MFS Strategic Income Portfolio and its Service Affiliates | 198,243 | 1,697,744 | ||||||
MFS Technology Portfolio and its Service Affiliates | 198,245 | 1,697,745 | ||||||
MFS U.S. Government Money Market Portfolio and its Service Affiliates | 198,317 | 1,697,779 | ||||||
MFS Variable Insurance Trust III: | ||||||||
MFS Blended Research Small Cap Equity Portfolio and its Service Affiliates | 198,252 | 1,697,747 | ||||||
MFS Conservative Allocation Portfolio and its Service Affiliates | 198,390 | 1,697,811 | ||||||
MFS Global Real Estate Portfolio and its Service Affiliates | 198,592 | 1,698,068 | ||||||
MFS Growth Allocation Portfolio and its Service Affiliates | 198,337 | 1,697,784 | ||||||
MFS Inflation-Adjusted Bond Portfolio and its Service Affiliates | 197,512 | 1,696,986 | ||||||
MFS Limited Maturity Portfolio and its Service Affiliates | 198,400 | 1,697,811 | ||||||
MFS Mid Cap Value Portfolio and its Service Affiliates | 198,297 | 1,697,767 | ||||||
MFS Moderate Allocation Portfolio and its Service Affiliates | 198,650 | 1,697,914 | ||||||
MFS New Discovery Value Portfolio and its Service Affiliates | 198,238 | 1,697,741 |
Schedule A-3
Schedule B
Interests of Certain Persons
As of SeptemberNovember 30, 2009,2016, to the best knowledge of each Series,Fund, the following shareholders beneficially owned more than 5% of the outstanding shares of any class of such Series.Fund.
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of | ||||
MFS Core Equity Series | |||||||
Hartford Life & Annuity Insurance Co. PO Box 2999 Hartford CT 06104-2999 | IC | 2,085,050.56 | 44.16 | % | |||
United of Omaha Life Insurance Company 1 SW Security Benefit PL Topeka KS 66636-1000 | IC | 801,019.33 | 16.88 | % | |||
SC | 38,226.13 | 10.71 | % | ||||
Hartford Life Insurance Company PO Box 2999 Hartford CT 06104-2999 | IC | 695,299.36 | 14.65 | % | |||
American General Life Insur Co Attn Debbie Kerai PO Box 1591 Houston TX 77251-1591 | IC | 540444.25 | 11.39 | % | |||
Lincoln Life 1300 S Clinton St Fort Wayne IN 46802-3506 | SC | 227,168.95 | 63.67 | % | |||
Guardian Insurance & Annuity Co 3900 Burgess PL Bethlehem PA 18017-9097 | SC | 82,650.10 | 23.17 | % | |||
MFS Global Equity Series | |||||||
Hartford Life & Annuity Insurance Co. PO Box 2999 Hartford CT 06104-2999 | IC | 2,085,950.18 | 65.07 | % | |||
Hartford Life Insurance Company PO Box 2999 Hartford CT 06104-2999 | IC | 587,439.60 | 18.32 | % | |||
Paragon Life Insurance 190 Carondelet Plaza Saint Louis MO 63105-3443 | IC | 470,024.37 | 14.66 | % | |||
Equitable Life Assurance Society of the US 1290 Avenue of the Americas New York NY 10104-0101 | SC | 116,280.31 | 66.95 | % | |||
Principal Life Insurance Co 711 High Street Des Moines IA 50392-9992 | SC | 46,187.32 | 26.59 | % | |||
MFS Growth Series | |||||||
Pruco Life of Arizona 213 Washington St Newark NJ 07102-2917 | IC | 5,075,260.86 | 21.52 | % | |||
Hartford Life & Annuity Insurance Co. PO Box 2999 Hartford CT 06104-2999 | IC | 2,735,778.70 | 11.60 | % | |||
SC | 102,437.99 | 7.30 | % | ||||
Union Central Life Insurance Company 1876 Waycross Road Cincinnati OH 45240-2899 | IC | 2,015,336.53 | 8.54 | % | |||
Lincoln Life 1300 S Clinton St Fort Wayne IN 46802-3506 | IC | 1,558,836.46 | 6.61 | % | |||
SC | 465,803.65 | 33.21 | % | ||||
Nationwide Insurance Co PO Box 182029 Columbus OH 43218-2029 | SC | 179,236.545 | 12.78 | % | |||
Protective Variable Annuity PO Box 2606 Birmingham AL 35202-2606 | SC | 632,348.99 | 11.32 | % | |||
Keyport Life Insurance Co c/o Sun Life Financial PO Box 9134 Wellesley HLS MA 02481-9134 | SC | 148,808.85 | 10.61 | % |
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS BLENDED RESEARCH CORE EQUITY PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 5,974,217.4100 | 95.47 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 1,720,150.9670 | 47.97 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
GUARDIAN INSURANCE & ANNUITY CO INC | SC | 902,571.5400 | 26.07 | |||||||
6255 STERNER’S WAY | ||||||||||
BETHLEHEM PA 18017-9464 | ||||||||||
NATIONWIDE LIFE INSURANCE COMPANY | SC | 435,674.2150 | 21.85 | |||||||
P.O. BOX 182029 | ||||||||||
COLUMBUS OH 43218-2029 | ||||||||||
MFS BLENDED RESEARCH SMALL CAP PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 1,614,287.1340 | 99.02 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 5,860,299.8680 | 93.58 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 399,247.8000 | 6.38 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 175,106.6790 | 100.00 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 53,486,908.0070 | 94.05 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 3,373,651.5470 | 5.93 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS CORE EQUITY PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 4,539,644.5750 | 62.45 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 1,818,018.9880 | 88.77 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
HARTFORD LIFE & ANNUITY INSURANCE | IC | 861,826.4560 | 11.86 | |||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
LINCOLN LIFE ACCOUNT | SC | 105,907.5010 | 5.12 | |||||||
1300 S CLINTON ST | ||||||||||
FORT WAYNE IN 46802-3506 |
Schedule B-1
Name and Address of Shareholder Class of Shares MFS CORPORATE BOND PORTFOLIO DELAWARE LIFE INSURANCE COMPANY IC 1601 TRAPELO ROAD SUITE 30 SC WALTHAM MA 02451-7360 NATIONWIDE LIFE INS CO (NWPP) SC PO BOX 182029 COLUMBUS OH 43218-2029 DELAWARE LIFE INSURANCE CO OF NY SC 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 MFS EMERGING MARKETS EQUITY PORTFOLIO DELAWARE LIFE INSURANCE COMPANY IC 1601 TRAPELO ROAD SUITE 30 SC WALTHAM MA 02451-7360 MFS GROWTH ALLOCATION PORTFOLIO IC 1200 CROWN COLONY DR QUINCY MA 02169-0938 DELAWARE LIFE INSURANCE CO OF NY SC 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 MFS GLOBAL EQUITY SERIES HARTFORD LIFE & ANNUITY INSURANCE IC PO BOX 2999 HARTFORD CT 06104-2999 PARAGON LIFE INSUR IC 13045 TESSON FERRY RD # A2-10 SAINT LOUIS MO 63128-3407 CONNECTICUT GENERAL LIFE INS. CO. IC FBO SA FE 4 CHASE METROTECH CENTER, 6TH FLR BROOKLYN NY 11245-0003 HARTFORD LIFE INSURANCE COMPANY IC ATTN UIT OPERATIONS PO BOX 2999 HARTFORD CT 06104-2999 TIAA-CREF LIFE INSURANCE COMPANY IC 8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500 PRINCIPAL LIFE INSURANCE CO SC 711 HIGH ST DES MOINES IA 50392-0001 Number of
Outstanding
Shares
Beneficially
Owned Percentage of
Outstanding
Shares of
Noted Class
Owned 5,226,126.2300 97.74 13,160,911.5540 79.52 1,953,176.8610 11.70 1,156,838.1510 6.93 1,351,974.2460 80.33 1,495,950.3200 86.48 330,107.0480 18.28 140,969.6120 7.36 988,363.1280 39.56 508,769.7210 20.36 357,701.2290 14.32 263,845.4690 10.56 183,249.1160 9.82 197,160.9950 61.91
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of | ||||
Guardian Insurance & Annuity Co 3900 Burgess PL Bethlehem PA 18017-9097 | SC | 141,203.28 | 10.07 | % | |||
Principal Life Insurance Co 711 High Street Des Moines IA 50392-9992 | SC | 85,412.58 | 6.09 | % | |||
MFS High Income Series | |||||||
Hartford Life & Annuity Insurance Co. PO Box 2999 Hartford CT 06104-2999 | IC | 30,181,543.86 | 70.52 | % | |||
Hartford Life Insurance Company PO Box 2999 Hartford CT 06104-2999 | IC | 158,796.53 | 25.06 | % | |||
Allstate Life Insurance Co 544 Lakeview Parkway Vernon Hills IL 60061-1826 | SC | 839,940.58 | 93.43 | % | |||
MFS Investors Growth Stock Series | |||||||
Hartford Life & Annuity Insurance Co. PO Box 2999 Hartford CT 06104-2999 | IC | 6,742,044.09 | 69.20 | % | |||
Hartford Life Insurance Company PO Box 2999 Hartford CT 06104-2999 | IC | 1,644,792.44 | 16.88 | % | |||
IDS Life Insurance Company 222 AXP Financial Center Minneapolis MN 55474-0002 | SC | 24,685,473.60 | 59.32 | % | |||
Protective Variable Annuity PO Box 2606 Birmingham AL 35202-2606 | IC | 632,348.99 | 6.49 | % | |||
SC | 6,076,166.25 | 14.60 | % | ||||
Minnesota Life 400 Robert St N Saint Paul MN 55101-2037 | SC | 2,648,725.79 | 6.37 | % | |||
MFS Investors Trust Series | |||||||
Hartford Life & Annuity Insurance Co. PO Box 2999 Hartford CT 06104-2999 | IC | 22,236,214.88 | 61.15 | % | |||
Hartford Life Insurance Company PO Box 2999 Hartford CT 06104-2999 | IC | 7,786,082.407 | 21.41 | % | |||
GE Life Annuity Assurance Company 6610 W Broad St Richmond VA 23230-1702 | SC | 683,560.36 | 27.35 | % | |||
New York Life Insurance and Annuity Corp. 169 Lackawanna Ave. Parsippany NJ 07054-1007 | SC | 564,790.21 | 22.60 | % | |||
Keyport Life Insurance Co c/o Sun Life Financial PO Box 9134 Wellesley HLS MA 02481-9134 | SC | 445,355.90 | 17.82 | % | |||
Protective Variable Annuity Po Box 2606 Birmingham AL 35202-2606 | SC | 160,966.54 | 6.44 | % | |||
Guardian Insurance & Annuity Co 3900 Burgess PL Bethlehem PA 18017-9097 | SC | 131,544.53 | 5.26 | % | |||
MFS Mid-Cap Growth Series | |||||||
Hartford Life & Annuity Insurance Co. PO Box 2999 Hartford CT 06104-2999 | IC | 18,345,491.47 | 77.18 | % | |||
Hartford Life Insurance Company PO Box 2999 Hartford CT 06104-2999 | IC | 5,388,970.99 | 22.67 | % | |||
Ohio National Life Insurance Co 1 Financial Way Cincinnati OH 45242-5851 | SC | 4,813,168.00 | 71.24 | % |
Schedule B-2
Name and Address of Shareholder Class of Shares MFS GLOBAL EQUITY SERIES – continued EQUITABLE LIFE ASSURANCE SOCIETY OF THE US SC 1290 AVENUE OF THE AMERICAS NEW YORK NY 10104-0101 MFS GLOBAL GOVERNMENTS PORTFOLIO MFS MODERATE ALLOCATION PORTFOLIO IC 2 AVENUE DE LAFAYETTE BOSTON MA 02111-1750 MFS CONSERVATIVE ALLOCATION PORTFOLIO IC 2 AVENUE DE LAFAYETTE BOSTON MA 02111-1750 MFS GROWTH ALLOCATION PORTFOLIO IC 1200 CROWN COLONY DR QUINCY MA 02169-0938 DELAWARE LIFE INSURANCE COMPANY IC 1601 TRAPELO ROAD SUITE 30 SC WALTHAM MA 02451-7360 DELAWARE LIFE INSURANCE COMPANY 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 MFS GLOBAL GROWTH PORTFOLIO DELAWARE LIFE INSURANCE COMPANY IC 1601 TRAPELO ROAD SUITE 30 SC WALTHAM MA 02451-7360 MFS GLOBAL REAL ESTATE PORTFOLIO MFS MODERATE ALLOCATION PORTFOLIO IC 2 AVENUE DE LAFAYETTE BOSTON MA 02111-1750 DELAWARE LIFE INSURANCE COMPANY IC 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 MFS GROWTH ALLOCATION PORTFOLIO IC 1200 CROWN COLONY DR QUINCY MA 02169-0938 MFS CONSERVATIVE ALLOCATION PORTFOLIO IC 2 AVENUE DE LAFAYETTE BOSTON MA 02111-1750 DELAWARE LIFE INSURANCE COMPANY SC 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 DELAWARE LIFE INSURANCE CO OF NY SC 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 Number of
Outstanding
Shares
Beneficially
Owned Percentage of
Outstanding
Shares of
Noted Class
Owned 132,836.3310 34.97 8,288,897.6610 50.84 4,832,053.7650 29.64 1,622,568.7540 9.95 1,442,256.9040 8.94 150,557.0020 99.76 2,102,404.7760 95.90 109,273.3130 98.72 3,641,356.5580 44.37 987,681.1780 26.01 1,512,288.0660 18.43 896,141.4010 10.92 4,206,607.3950 93.08 309,652.9510 6.85
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of | ||||
Nationwide Insurance Co Po Box 182029 Columbus OH 43218-2029 | SC | 979,668.81 | 14.50 | % | |||
Allmerica Financial Insurance and Annuity Co One Security Benefit Place Topeka KS 66636-1000 | SC | 495,229.87 | 7.33 | % | |||
MFS New Discovery Series | |||||||
Hartford Life & Annuity Insurance Co. PO Box 2999 Hartford CT 06104-2999 | IC | 20,403,871.38 | 61.10 | % | |||
Hartford Life Insurance Company PO Box 2999 Hartford CT 06104-2999 | IC | 6,777,399.38 | 20.30 | % | |||
IDS Life Insurance Company 222 AXP Financial Center Minneapolis MN 55474-0002 | SC | 5,492,845.53 | 32.90 | % | |||
Transamerica Life Insurance Co 4333 Edgewood Rd Ne Cedar Rapids IA 52499-0001 | SC | 2,287,413.28 | 13.70 | % | |||
GE Life Annuity Assurance Company 6610 W Broad St Richmond VA 23230-1702 | SC | 2,028,473.67 | 12.15 | % | |||
Minnesota Life 400 Robert St N Saint Paul MN 55101-2037 | SC | 1,479,703.27 | 8.86 | % | |||
Protective Variable Annuity PO Box 2606 Birmingham AL 35202-2606 | SC | 1,359,443.49 | 8.14 | % | |||
Ohio National Life Insurance Co 1 Financial Way Cincinnati OH 45242-5851 | SC | 864,554.14 | 5.18 | % | |||
MFS Research Series | |||||||
Hartford Life & Annuity Insurance Co. PO Box 2999 Hartford CT 06104-2999 | IC | 2,094,011.39 | 18.96 | % | |||
Pruco Life of Arizona 213 Washington St Newark NJ 07102-2917 | IC | 1,213,824.85 | 10.99 | % | |||
New York Life Insurance and Annuity Corp. 169 Lackawanna Ave. Parsippany NJ 07054-1007 | IC | 1,043,612.06 | 9.45 | % | |||
SC | 794,865.45 | 76.94 | % | ||||
The Lincoln National Life INS Co 1300 S Clinton St Fort Wayne IN 46802-3506 | IC | 906,209.72 | 8.20 | % | |||
Protective Variable Annuity PO Box 2606 Birmingham AL 35202-2606 | IC | 903,856.46 | 8.18 | % | |||
SC | 86,134.85 | 8.34 | % | ||||
Kansas City Life Insurance Company PO Box 219139 Kansas City MO 64121-9139 | IC | 753,529.37 | 6.82 | % | |||
Transamerica Life Insurance Co 4333 Edgewood Rd NE Cedar Rapids IA 52499-0001 | SC | 116,823.29 | 11.31 | % | |||
MFS Reseach Bond Series | |||||||
Hartford Life & Annuity Insurance Co. PO Box 2999 Hartford CT 06104-2999 | IC | 17,741,077.81 | 72.42 | % | |||
SC | 1,099,141.02 | 49.88 | % | ||||
Hartford Life Insurance Company PO Box 2999 Hartford CT 06104-2999 | IC | 4,872,005.43 | 19.89 | % | |||
Transamerica Life Insurance Co 4333 Edgewood Rd NE Cedar Rapids IA 52499-0001 | SC | 487,734.51 | 22.13 | % | |||
Guardian Insurance & Annuity Co 3900 Burgess PL Bethlehem PA 18017-9097 | SC | 537,768.29 | 24.40 | % |
Schedule B-3
Name and Address of Shareholder Class of Shares MFS GLOBAL RESEARCH PORTFOLIO DELAWARE LIFE INSURANCE COMPANY IC 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 DELAWARE LIFE INSURANCE COMPANY SC 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 MFS GLOBAL TACTICAL ALLOCATION PORTFOLIO DELAWARE LIFE INSURANCE COMPANY IC 1601 TRAPELO ROAD SUITE 30 SC WALTHAM MA 02451-7360 NEW YORK LIFE INSURANCE AND ANNUITY IC CORPORATION (NYLIAC) 169 LACKAWANNA AVE PARSIPPANY NJ 07054-1007 DELAWARE LIFE INSURANCE CO OF NY SC 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 MFS GOVERNMENT SECURITIES PORTFOLIO MFS MODERATE ALLOCATION PORTFOLIO IC 2 AVENUE DE LAFAYETTE BOSTON MA 02111-1750 DELAWARE LIFE INSURANCE COMPANY IC 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 MFS CONSERVATIVE ALLOCATION PORTFOLIO IC 2 AVENUE DE LAFAYETTE BOSTON MA 02111-1750 DELAWARE LIFE INSURANCE COMPANY SC 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 DELAWARE LIFE INSURANCE CO OF NY SC 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 MFS GROWTH ALLOCATION PORTFOLIO DELAWARE LIFE INSURANCE COMPANY IC 1601 TRAPELO ROAD SUITE 30 SC WALTHAM MA 02451-7360 DELAWARE LIFE INSURANCE CO OF NY IC 1601 TRAPELO ROAD SUITE 30 SC WALTHAM MA 02451-7360 Number of
Outstanding
Shares
Beneficially
Owned Percentage of
Outstanding
Shares of
Noted Class
Owned 3,412,588.3260 95.14 262,537.6790 99.33 3,449,814.7880 88.58 46,524,992.3900 93.56 338,577.4440 8.69 2,931,064.9420 5.89 13,636,122.8340 43.78 9,682,878.6010 38.78 4,949,693.4520 15.89 17,097,319.1760 92.72 1,271,974.1120 6.76 172,035.6620 79.48 36,010,676.4550 92.63 58,628.1010 20.52 2,863,765.6850 7.37
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of | ||||
MFS Research International Series | |||||||
Hartford Life & Annuity Insurance Co. PO Box 2999 Hartford CT 06104-2999 | IC | 5,284,138.32 | 40.68 | % | |||
Ameritas Life Insurance Corp 5900 O St Lincoln NE 68510-2234 | IC | 4,668,333.82 | 35.94 | % | |||
Hartford Life Insurance Company PO Box 2999 Hartford CT 06104-2999 | IC | 2,283,389.24 | 17.58 | % | |||
The Union Central Life Insurance Co 1876 Waycross Rd Cincinnati OH 45240-2899 | IC | 754,625.11 | 5.81 | % | |||
Security Benefit Life Insurance Co One Security Benefit Place Topeka KS 66636-1000 | SC | 2,607,893.76 | 94.52 | % | |||
MFS Strategic Income Series | |||||||
Ameritas Life Insurance Corp 5900 O St Lincoln NE 68510-2234 | IC | 1,605,768.69 | 58.00 | % | |||
Kansas City Life Insurance Company PO Box 219139 Kansas City MO 64121-9139 | IC | 552,607.48 | 19.96 | % | |||
United of Omaha Life Insurance Company 1 SW Security Benefit PL Topeka KS 66636-1000 | IC | 271,331.36 | 9.80 | % | |||
Cuna Mutual 2000 Heritage Way Waverly IA 50677-9208 | IC | 214,200.79 | 7.74 | % | |||
Guardian Insurance & Annuity Co 3900 Burgess PL Bethlehem PA 18017-9097 | SC | 538,803.41 | 76.05 | % | |||
GE Capital Life Assurance Co of NY 6610 W Broad St Richmond VA 23230-1702 | SC | 99,221.21 | 14.00 | % | |||
GE Life Annuity Assurance Company 6610 W Broad St Richmond VA 23230-1702 | SC | 45,158.75 | 6.37 | % | |||
MFS Total Return Series | |||||||
Hartford Life & Annuity Insurance Co. PO Box 2999 Hartford CT 06104-2999 | IC | 72,565,351.45 | 62.43 | % | |||
SC | 2,739,898.02 | 5.44 | % | ||||
Hartford Life Insurance Company PO Box 2999 Hartford CT 06104-2999 | IC | 24,368,315.535 | 20.96 | % | |||
The Lincoln National Life INS Co 1300 S Clinton St Fort Wayne IN 46802-3506 | SC | 17,523,922.84 | 34.78 | % | |||
Transamerica Life Insurance Co 4333 Edgewood Rd NE Cedar Rapids IA 52499-0001 | SC | 5,440,401.71 | 10.80 | % | |||
GE Life Annuity Assurance Company 6610 W Broad St Richmond VA 23230-1702 | SC | 4,428,519.10 | 8.79 | % | |||
Ohio National Life Insurance Co 1 Financial Way Cincinnati OH 45242-5851 | SC | 4,214,839.53 | 8.37 | % | |||
Protective Variable Annuity PO Box 2606 Birmingham AL 35202-2606 | SC | 3,811,750.49 | 7.57 | % | |||
Security Benefit Life Insurance Co One Security Benefit Place Topeka KS 66636-1000 | SC | 3,002,471.53 | 5.96 | % |
Schedule B-4
Name and Address of Shareholder Class of Shares MFS GROWTH SERIES LINCOLN LIFE IC 1300 S CLINTON ST FORT WAYNE IN 46802-3506 DELAWARE LIFE INSURANCE COMPANY IC 1601 TRAPELO ROAD SUITE 30 SC WALTHAM MA 02451-7360 MFS MODERATE ALLOCATION PORTFOLIO IC 2 AVENUE DE LAFAYETTE BOSTON MA 02111-1750 HARTFORD LIFE & ANNUITY INSURANCE IC ATTN UIT OPERATIONS SC PO BOX 2999 HARTFORD CT 06104-2999 PRUCO LIFE INSURANCE COMPANY IC ATTN SEP ACCTS TRADE CONFIRMS 213 WASHINGTON ST FL 7 NEWARK NJ 07102-2917 TRANSAMERICA ADVISORS LIFE INS CO IC 4333 EDGEWOOD RD NE MS 4410 CEDAR RAPIDS IA 52499-0001 LINCOLN LIFE ACCOUNT SC 1300 S CLINTON ST FORT WAYNE IN 46802-3506 PROTECTIVE VARIABLE ANNUITY SC 2801 HIGHWAY 280 S BIRMINGHAM AL 35223-2479 NATIONWIDE LIFE INS CO (NWPP) SC PO BOX 182029 COLUMBUS OH 43218-2029 PRINCIPAL LIFE INSURANCE CO SC 711 HIGH ST DES MOINES IA 50392-0001 MFS HIGH YIELD PORTFOLIO DELAWARE LIFE INSURANCE COMPANY IC 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 HARTFORD LIFE & ANNUITY INSURANCE IC ATTN UIT OPERATIONS PO BOX 2999 HARTFORD CT 06104-2999 Number of
Outstanding
Shares
Beneficially
Owned Percentage of
Outstanding
Shares of
Noted Class
Owned 5,579,381.4840 18.10 3,224,490.7090 13.12 568,098.8590 14.05 4,038,116.5000 13.10 2,980,488.6620 9.75 366,485.6800 5.83 1,372,939.6570 8.73 1,624,468.9790 6.56 2,110,831.5750 33.59 1,257,569.2690 20.01 729,424.8210 11.61 292,578.1800 7.95 15,346,788.6000 30.22 15,782,626.6060 22.04
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of | ||||
American Enterprise Life INSUR Corp 125 AXP Financial Center Minneapolis MN 55474-0001 | SC | 2,889,362.92 | 5.74 | % | |||
MFS Utilities Series | |||||||
The Lincoln National Life INS Co 1300 S Clinton St Fort Wayne IN 46802-3506 | IC | 17,187,737.67 | 67.82 | % | |||
SC | 8,361,660.34 | 15.71 | % | ||||
Ameritas Life Insurance Corp 5900 O St Lincoln NE 68510-2234 | IC | 2,269,801.18 | 8.96 | % | |||
New York Life Insurance and Annuity Corp. 169 Lackawanna Ave. Parsippany NJ 07054-1007 | IC | 1,535,195.47 | 6.06 | % | |||
IDS Life Insurance Company 222 AXP Financial Center Minneapolis MN 55474-0002 | SC | 12,081,588.19 | 22.70 | % | |||
MFS Value Series | |||||||
Hartford Life & Annuity Insurance Co. PO Box 2999 Hartford CT 06104-2999 | IC | 21,858,443.45 | 69.73 | % | |||
SC | 8,328,215.74 | 16.02 | % | ||||
Hartford Life Insurance Company PO Box 2999 Hartford CT 06104-2999 | IC | 6,233,117.11 | 19.88 | % | |||
Minnesota Life 400 Robert St N Saint Paul MN 55101-2037 | SC | 7,040,356.81 | 13.54 | % | |||
Nationwide Insurance Co PO Box 182029 Columbus OH 43218-2029 | SC | 34,067,148.24 | 65.53 | % |
Schedule B-5
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS HIGH YIELD PORTFOLIO – continued | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 15,285,886.2170 | 21.32 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
HARTFORD LIFE INSURANCE COMPANY | IC | 5,285,467.9390 | 10.24 | |||||||
ATTN UIT OPERATIONS | ||||||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 5,502,207.7320 | 7.68 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | IC | 3,722,267.6240 | 5.19 | |||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 9,417,692.1380 | 89.74 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 637,614.7360 | 5.69 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS INFLATION ADJUSTED BOND PORTFOLIO | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 8,458,553.3180 | 50.25 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 6,162,957.7860 | 36.61 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | IC | 2,068,017.1690 | 12.29 | |||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 15,166,419.4100 | 93.03 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 1,134,169.4680 | 6.96 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS INTERNATIONAL GROWTH PORTFOLIO | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 4,193,437.8130 | 40.24 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 |
Schedule B-6
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS INTERNATIONAL GROWTH PORTFOLIO – continued | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 2,978,281.7750 | 32.58 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | IC | 1,735,065.5720 | 16.65 | |||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 1,026,444.1210 | 9.85 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 1,380,208.1440 | 76.20 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
NATIONWIDE INSURANCE CO NWPP | SC | 389,091.8860 | 18.76 | |||||||
PO BOX 182029 | ||||||||||
COLUMBUS OH 43218-2029 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 102,844.4440 | 5.04 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS INTERNATIONAL VALUE PORTFOLIO | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 2,255,911.5590 | 22.08 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 1,945,595.6600 | 21.44 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION (NYLIAC) | IC | 1,585,943.0920 | 15.52 | |||||||
169 LACKAWANNA AVE | ||||||||||
PARSIPPANY NJ 07054-1007 | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | IC | 931,979.6540 | 9.12 | |||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 | ||||||||||
LINCOLN LIFE | IC | 901,757.5720 | 8.83 | |||||||
1300 S CLINTON ST | ||||||||||
FORT WAYNE IN 46802-3506 | ||||||||||
MUFG UNION BANK TR NOMINEE | IC | 683,831.6560 | 6.69 | |||||||
FBO GLOBAL ATLANTIC TR | ||||||||||
PO BOX 85484 | ||||||||||
SAN DIEGO CA 92186-5484 |
Schedule B-7
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS INTERNATIONAL VALUE PORTFOLIO – continued | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 552,146.4270 | 5.40 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
AXA EQUITABLE LIFE INSURANCE CO | SC | 12,988,917.9390 | 42.75 | |||||||
1290 AVENUE OF THE AMERICAS | ||||||||||
NEW YORK NY 10104-1472 | ||||||||||
NATIONWIDE LIFE INS CO (NWVAII) | SC | 10,017,504.0410 | 38.25 | |||||||
PO BOX 182029 | ||||||||||
COLUMBUS OH 43218-2029 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 4,650,970.5110 | 8.26 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS INVESTORS TRUST SERIES | ||||||||||
HARTFORD LIFE & ANNUITY INSURANCE | IC | 5,032,423.2720 | 47.78 | |||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
HARTFORD LIFE INSURANCE COMPANY | IC | 1,969,710.2130 | 18.37 | |||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
GUARDIAN INSURANCE & ANNUITY CO INC | IC | 443,254.6160 | 8.36 | |||||||
INDIV MARKETS PRODUCT FINANCE | ||||||||||
6255 STERNER’S WAY | ||||||||||
BETHLEHEM PA 18017-9464 | ||||||||||
PROTECTIVE PREMIER VAR UNIV LIFE | IC | 375,868.1550 | 6.15 | |||||||
2801 HIGHWAY 280 S | ||||||||||
BIRMINGHAM AL 35202-2606 | SC | 2,639,716.4610 | 29.46 | |||||||
NEW YORK LIFE INSURANCE AND ANNUITY | SC | 4,563,121.0370 | 50.93 | |||||||
ATTN ASHESH UPADHYAY | ||||||||||
169 LACKAWANNA AVE | ||||||||||
PARSIPPANY NJ 07054-1007 | ||||||||||
AXA EQUITABLE LIFE INSURANCE CO | SC | 533,087.1870 | 11.70 | |||||||
1290 AVENUE OF THE AMERICAS | ||||||||||
NEW YORK NY 10104-1472 | ||||||||||
MFS LIMITED MATURITY PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 26,998,793.3190 | 62.66 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 13,999,248.9990 | 92.17 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 7,366,272.5850 | 15.83 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 |
Schedule B-8
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS LIMITED MATURITY PORTFOLIO – continued | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 6,840,511.0900 | 14.70 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | IC | 2,066,716.5680 | 5.03 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 1,188,743.0710 | 7.83 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS MASSACHUSETTS INVESTORS GROWTH STOCK PORTFOLIO |
| |||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 25,988,725.5320 | 84.75 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 2,352,397.8670 | 13.23 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
HARTFORD LIFE & ANNUITY INSURANCE | IC | 2,063,115.7470 | 6.26 | |||||||
ATTN UIT OPERATIONS | ||||||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
IDS LIFE INSURANCE COMPANY | SC | 6,012,478.5050 | 27.56 | |||||||
10468 AMERIPRISE FINANCIAL CENTER | ||||||||||
MINNEAPOLIS MN 55474-0001 | ||||||||||
PACIFIC LIFE INSURANCE COMPANY | SC | 4,516,149.5160 | 20.70 | |||||||
700 NEWPORT CENTER DR | ||||||||||
NEWPORT BEACH CA 92660-6307 | ||||||||||
PROTECTIVE VARIABLE ANNUITY | SC | 3,083,744.8240 | 14.14 | |||||||
2801 HIGHWAY 280 S | ||||||||||
BIRMINGHAM AL 35223-2479 | ||||||||||
AXA EQUITABLE LIFE INSURANCE CO | SC | 881,063.7650 | 8.45 | |||||||
1290 AVENUE OF THE AMERICAS | ||||||||||
NEW YORK NY 10104-1472 | ||||||||||
OHIO NATIONAL LIFE INSURANCE CO | SC | 1,410,514.1330 | 6.47 | |||||||
1 FINANCIAL WAY | ||||||||||
CINCINNATI OH 45242-5851 | ||||||||||
MFS MID CAP GROWTH SERIES | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 15,487,705.4840 | 41.23 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 2,755,960.1730 | 16.84 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 3,953,962.0730 | 34.12 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
HARTFORD LIFE & ANNUITY INS CO | IC | 5,416,845.2530 | 14.42 | |||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 |
Schedule B-9
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS MID CAP GROWTH SERIES – continued | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | IC | 4,883,135.5230 | 13.00 | |||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | ||||||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
OHIO NATIONAL LIFE INSURANCE CO | SC | 6,347,520.3570 | 54.02 | |||||||
1 FINANCIAL WAY | ||||||||||
CINCINNATI OH 45242-5851 | ||||||||||
MFS MID CAP VALUE PORTFOLIO | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 15,506,689.1600 | 45.30 | |||||||
ATTN LCC 3RD FLOOR MFS GROUP | ||||||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 4,067,305.3520 | 25.61 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | IC | 4,875,540.8320 | 14.24 | |||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 3,106,882.6910 | 9.08 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 3,792,092.4990 | 51.07 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
NATIONWIDE LIFE INSURANCE COMPANY | SC | 2,729,366.7500 | 39.23 | |||||||
C/O IPO PORTFOLIO | ||||||||||
P.O. BOX 182029 | ||||||||||
COLUMBUS OH 43218-2029 | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 270,056.2160 | 96.17 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 131,375,987.2160 | 92.41 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 10,775,965.3650 | 7.58 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS NEW DISCOVERY SERIES | ||||||||||
HARTFORD LIFE & ANNUITY INSURANCE | IC | 4,800,135.3430 | 28.83 | |||||||
ATTN UIT OPERATIONS | ||||||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 |
Schedule B-10
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS NEW DISCOVERY SERIES – continued | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 3,004,442.2180 | 20.81 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
HARTFORD LIFE INSURANCE COMPANY | IC | 1,886,673.2940 | 10.52 | |||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 1,652,737.9790 | 9.06 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
AMERITAS LIFE INSURANCE CORP | IC | 416,895.8580 | 5.33 | |||||||
5900 O ST | ||||||||||
LINCOLN NE 68510-2234 | ||||||||||
PROTECTIVE VARIABLE ANNUITY | SC | 4,932,236.4530 | 19.23 | |||||||
2801 HIGHWAY 280 S | ||||||||||
BIRMINGHAM AL 35223-2479 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 3,114,653.4410 | 15.22 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
IDS LIFE INSURANCE COMPANY | SC | 3,494,188.1580 | 13.62 | |||||||
10468 AMERIPRISE FINANCIAL CENTER | ||||||||||
MINNEAPOLIS MN 55474-0001 | ||||||||||
GUARDIAN INSURANCE & ANNUITY CO INC | SC | 2,235,193.0790 | 11.11 | |||||||
6255 STERNER’S WAY | ||||||||||
BETHLEHEM PA 18017-9464 | ||||||||||
TRANSAMERICA LIFE INSURANCE COMPANY | SC | 2,787,714.7390 | 11.01 | |||||||
4333 EDGEWOOD RD NE MS 4410 | ||||||||||
CEDAR RAPIDS IA 52499-0001 | ||||||||||
NATIONWIDE LIFE INSURANCE COMPANY | SC | 1,746,572.4250 | 7.53 | |||||||
P.O. BOX 182029 | ||||||||||
COLUMBUS OH 43218-2029 | ||||||||||
OHIO NATIONAL LIFE INSURANCE CO | SC | 1,428,151.0510 | 5.57 | |||||||
1 FINANCIAL WAY | ||||||||||
CINCINNATI OH 45242-5851 | ||||||||||
MFS NEW DISCOVERY VALUE PORTFOLIO | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 2,639,565.0250 | 57.86 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | IC | 860,020.9350 | 18.85 | |||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 |
Schedule B-11
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS NEW DISCOVERY VALUE PORTFOLIO – continued | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 606,118.2980 | 13.29 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 278,107.6420 | 9.82 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 739,835.4220 | 89.61 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 82,488.8380 | 9.99 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS RESEARCH INTERNATIONAL PORTFOLIO | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 8,966,926.9260 | 37.98 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
AMERITAS LIFE INSURANCE CORP | IC | 2,376,820.5130 | 14.09 | |||||||
5900 O ST | ||||||||||
LINCOLN NE 68510-2234 | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | IC | 2,818,509.0920 | 11.94 | |||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 1,870,001.4370 | 7.92 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 1,575,965.0890 | 7.01 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
HARTFORD LIFE & ANNUITY | IC | 1,298,817.6230 | 5.50 | |||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 3,707,253.3030 | 60.40 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
SECURITY BENEFIT LIFE INSURANCE CO | SC | 904,539.7120 | 29.01 | |||||||
ONE SECURITY BENEFIT PLACE | ||||||||||
TOPEKA KS 66636-1000 | ||||||||||
MFS RESEARCH SERIES | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 5,474,617.6960 | 36.14 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | ||||||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 | IC | 1,673,902.8340 | 11.05 |
Schedule B-12
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS RESEARCH SERIES – continued | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 1,460,130.1480 | 9.64 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 511,592.1230 | 5.43 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 6,055,525.4800 | 69.39 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
HARTFORD LIFE & ANNUITY | IC | 786,244.3210 | 5.19 | |||||||
ATTN UIT OPERATIONS | ||||||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION (NYLIAC) | SC | 1,829,767.0020 | 20.97 | |||||||
169 LACKAWANNA AVE | ||||||||||
PARSIPPANY NJ 07054-1007 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 536,707.5310 | 6.15 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS STRATEGIC INCOME PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 2,986,791.6480 | 64.35 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
AMERITAS LIFE INSURANCE CORP | IC | 586,942.2110 | 16.86 | |||||||
ATTN VARIABLE TRADES | ||||||||||
5900 O ST | ||||||||||
LINCOLN NE 68510-2234 | ||||||||||
KANSAS CITY LIFE INSURANCE COMPANY | IC | 186,294.8100 | 6.82 | |||||||
PO BOX 219139 | ||||||||||
KANSAS CITY MO 64121-9139 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 673,511.9190 | 76.83 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
GUARDIAN INSURANCE & ANNUITY CO INC | SC | 80,328.6200 | 21.03 | |||||||
6255 STERNER’S WAY | ||||||||||
BETHLEHEM PA 18017-9464 | ||||||||||
MFS TECHNOLOGY PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 1,177,963.7990 | 100.00 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
AXA EQUITABLE LIFE INSURANCE CO | SC | 5,762,434.5430 | 75.91 | |||||||
1290 AVENUE OF THE AMERICAS | ||||||||||
NEW YORK NY 10104-1472 |
Schedule B-13
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS TECHNOLOGY PORTFOLIO – continued | ||||||||||
GUARDIAN INSURANCE & ANNUITY CO INC | SC | 1,623,498.6230 | 20.82 | |||||||
INDIV MARKETS PRODUCT FINANCE | ||||||||||
6255 STERNER’S WAY | ||||||||||
BETHLEHEM PA 18017-9464 | ||||||||||
MFS TOTAL RETURN BOND SERIES | ||||||||||
HARTFORD LIFE & ANNUITY | IC | 31,161,280.8030 | 41.87 | |||||||
PO BOX 2999 | SC | 11,221,330.3620 | 9.93 | |||||||
HARTFORD CT 06104-2999 | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 15,725,175.7450 | 21.13 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 8,088,887.1240 | 10.87 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 4,274,806.1570 | 8.46 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
HARTFORD LIFE INS CO | IC | 5,042,763.2810 | 7.10 | |||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 44,832,115.0580 | 39.69 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
PROTECTIVE VARIABLE ANNUITY | SC | 40,612,096.2440 | 36.71 | |||||||
PO BOX 2606 | ||||||||||
BIRMINGHAM AL 35202-2606 | ||||||||||
GUARDIAN INSURANCE & ANNUITY CO INC | SC | 4,441,328.6790 | 7.47 | |||||||
6255 STERNER’S WAY | ||||||||||
BETHLEHEM PA 18017-9464 | ||||||||||
MFS TOTAL RETURN SERIES | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 18,869,652.3210 | 34.08 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
HARTFORD LIFE & ANNUITY INSURANCE | IC | 18,406,561.9210 | 33.91 | |||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
HARTFORD LIFE INSURANCE COMPANY | IC | 6,596,340.3390 | 11.37 | |||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 |
Schedule B-14
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS TOTAL RETURN SERIES – continued | ||||||||||
LINCOLN LIFE | IC | 4,455,068.9100 | 7.50 | |||||||
1300 S CLINTON ST | ||||||||||
FORT WAYNE IN 46802-3506 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 17,285,976.2780 | 32.73 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
PACIFIC LIFE INSURANCE COMPANY | SC | 15,830,877.3590 | 28.52 | |||||||
700 NEWPORT CENTER DR | ||||||||||
NEWPORT BEACH CA 92660-6307 | ||||||||||
OHIO NATIONAL LIFE INSURANCE CO | SC | 3,429,438.8650 | 6.17 | |||||||
1 FINANCIAL WAY | ||||||||||
CINCINNATI OH 45242-5851 | ||||||||||
PROTECTIVE VARIABLE ANNUITY | SC | 2,865,254.6950 | 5.15 | |||||||
2801 HIGHWAY 280 S | ||||||||||
BIRMINGHAM AL 35223-2479 | ||||||||||
MFS U.S. GOVERNMENT MONEY MARKET PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 85,625,489.9200 | 98.14 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 173,652,948.0800 | 93.39 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 12,299,835.8400 | 6.61 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS UTILITIES SERIES | ||||||||||
LINCOLN LIFE | IC | 9,859,081.4620 | 54.79 | |||||||
1300 S CLINTON ST | SC | 8,840,798.3510 | 23.23 | |||||||
FORT WAYNE IN 46802-3506 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 4,235,289.7660 | 22.60 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 2,628,427.2880 | 7.25 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
AMERITAS LIFE INSURANCE CORP | IC | 1,111,407.3940 | 7.45 | |||||||
5900 O ST | ||||||||||
LINCOLN NE 68510-2234 | ||||||||||
IDS LIFE INSURANCE COMPANY | SC | 7,893,591.9450 | 21.51 | |||||||
10468 AMERIPRISE FINANCIAL CENTER | ||||||||||
MINNEAPOLIS MN 55474-0001 | ||||||||||
AXA EQUITABLE LIFE INSURANCE CO | SC | 3,661,581.1300 | 15.30 | |||||||
1290 AVENUE OF THE AMERICAS | ||||||||||
NEW YORK NY 10104-1472 |
Schedule B-15
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS UTILITIES SERIES – continued | ||||||||||
GUARDIAN INSURANCE & ANNUITY CO INC | SC | 1,570,061.1950 | 8.85 | |||||||
6255 STERNER’S WAY | ||||||||||
BETHLEHEM PA 18017-9464 | ||||||||||
MFS VALUE SERIES | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 14,974,371.4400 | 35.72 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
HARTFORD LIFE & ANNUITY | IC | 7,898,232.6760 | 19.06 | |||||||
PO BOX 2999 | SC | 5,957,701.0910 | 8.43 | |||||||
HARTFORD CT 06104-2999 | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 8,653,393.4090 | 16.39 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
NATIONWIDE LIFE INS CO (NWVAII) | SC | 21,515,595.8660 | 47.22 | |||||||
PO BOX 182029 | ||||||||||
COLUMBUS OH 43218-2029 | ||||||||||
PROTECTIVE VARIABLE ANNUITY | SC | 13,041,220.9570 | 19.39 | |||||||
PO BOX 2606 | ||||||||||
BIRMINGHAM AL 35202-2606 | ||||||||||
PACIFIC LIFE INSURANCE COMPANY | SC | 4,044,127.3270 | 6.76 | |||||||
700 NEWPORT CENTER DR | ||||||||||
NEWPORT BEACH CA 92660-6307 |
Under current law, the insurance companies listed above must vote these shares in accordance with instructions received from underlying contract holders.
Schedule B-16
| ||||||
| ||||||
PROXY CARD |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY! |
- Fold Here -
{FUND NAME MERGED}
This proxy is solicited by and on behalf of the Board of Trustees of MFS® VARIABLE INSURANCE TRUST,
“SERIES NAME TO PRINT HERE”
SPECIAL MEETING OF SHAREHOLDERS, JANUARY 28, 2010
MFS® VARIABLE INSURANCE TRUST II, and MFS® VARIABLE INSURANCE TRUST III in connection with the Special Meeting of Shareholders scheduled for March 23, 2017. The undersigned holder(s) of the above listed Fund (the “Fund”), a series of one of the above listed Trusts, revoking prior proxies, hereby appoints Christopher R. Bohane, John M. Corcoran, Timothy M. Fagan,Thomas H. Connors, Brian E. Langenfeld, Susan S. Newton and Susan A. Pereira, and Matthew A. Stowe (each, a “Holder”“Proxy Holder”), and each of them, proxies with several powers of substitution, to vote for the undersigned at the Special Meeting of shareholders of MFS Variable Insurance TrustShareholders to be held at 500 Boylston Street, 24th Floor,111 Huntington Avenue, Boston, Massachusetts, at 10:30 a.m. on Thursday, January 28, 2010,March 23, 2017, notice of which meeting and the Proxy Statement accompanying the same have been received by the undersigned, or at any adjournment thereof, upon the following matters as described in the Notice of Meeting and accompanying Proxy Statement.
When properly executed, this proxy will be voted inTHE TRUSTEES THAT OVERSEE YOUR FUND RECOMMEND THAT YOU VOTE IN FAVOR OF THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON March 23, 2017. The Proxy Statement is also available at www.proxyonline.com/docs/MFS2017.pdf.
Please refer to the manner directed herein byProxy Statement for a discussion of the undersigned shareholder. All proposals (set forth on the reverse of this proxy card) have been proposed by the Board of Trustees. If no direction is given on these proposals, this proxy card will be voted “for” Proposal 1. The proxy will be voted in accordance with the Holder’s best judgment as to any other matters.Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
[PROXY ID NUMBER HERE] | ||||||
[BAR CODE HERE] |
| |||||
[CUSIP HERE] |
MFS® VARIABLE INSURANCE TRUST
THE TRUSTEES OF THE TRUST RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM 1.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL SET FORTH BELOW.
{FUND NAME MERGED} |
| |||||||||||
| ||||||||||||
|
|
| ||||||||||
|
|
| ||||||||||
|
|
| ||||||||||
|
|
| ||||||||||
|
Please be sure to sign and date this card
M0804-PXC-1.01
| ||||||
| ||||||
INSTRUCTIONS SOLICITED ON BEHALF OF THE INSURANCE COMPANY
MFS Variable Insurance Trust
“SERIES NAME PRINTS HERE”
“INSURANCE COMPANY NAME PRINTS HERE”
VOTING INSTRUCTIONS
The undersigned, an owner of or participant in an annuity or life insurance Contract issued by one of the above referenced insurance companies (the “Insurance Company”), hereby instructs the Insurance Company to vote its shares in the above referenced series, which are attributable to the undersigned’s participation in the Contract at the Special Meeting of Shareholders to be held at 500 Boylston Street, 24th Floor, Boston, Massachusetts, on Thursday January 28, 2010, and at any adjournment thereof, as fully as the undersigned would be entitled to vote if personally present. The shares attributable to the undersigned’s participation in the Contract will be voted as indicated on the reverse of this instruction card. All proposals set forth on the reverse of this instruction card have been proposed by the Board of Trustees. If this card is signed and dated but gives no voting instructions, the shares will be voted “for” Proposal 1. The Insurance Company is instructed in its discretion to vote upon such other matters as may come before the meeting or any adjournment thereof.
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. |
| |||||||
Please sign | ||||||||
SIGNATURE (AND TITLE IF APPLICABLE) | DATE | |||||||
SIGNATURE (IF HELD JOINTLY) | DATE |
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:MFS® VARIABLE INSURANCE TRUST●
THE TRUSTEES OF THE TRUST RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM 1.
WHEN THIS INSTRUCTION CARD IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED FOR THE PROPOSAL SET FORTH BELOW.PROPOSAL:
| To elect as Trustees of each of the | |||||||||||||||
|
|
| ||||||||||||||
|
|
| WITHHOLD | |||||||||||||
|
|
| ||||||||||||||
|
|
| ||||||||||||||
O | ||||||||||||||||
2. | John A. Caroselli | O | O | |||||||||||||
3. | Maureen R. Goldfarb | O | O | |||||||||||||
4. | David H. Gunning | O | O | |||||||||||||
5. | Michael Hegarty | O | O | |||||||||||||
6. | John P. Kavanaugh | O | O | |||||||||||||
7. | Robert J. Manning | O | O | |||||||||||||
8. | Clarence Otis, Jr. | O | O | |||||||||||||
9. | Maryanne L. Roepke | O | O | |||||||||||||
10. | Robin A. Stelmach | O | O | |||||||||||||
11. | Laurie J. Thomsen | O | O | |||||||||||||
2.To transact such other business as may properly come before the Meeting and any |
Please be sure to sign and date this cardREMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE.
M0804-INS-PXC-1.01
[PROXY ID NUMBER HERE] | [BAR CODE HERE] | [CUSIP HERE] |
| ||||||
|
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER.PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY! | ||||||
INSTRUCTIONS SOLICITED ON BEHALF OF THE INSURANCE COMPANY- Fold Here -
MFS Variable Insurance Trust
“SERIES NAME PRINTS HERE”
“{INSURANCE COMPANY NAME PRINTS HERE”NAME}
VOTING INSTRUCTIONS{FUND NAME}
This proxy is solicited by and on behalf of the Board of Trustees of MFS® VARIABLE INSURANCE TRUST, MFS® VARIABLE INSURANCE TRUST II, and MFS® VARIABLE INSURANCE TRUST III in connection with the Special Meeting of Shareholders scheduled for March 23, 2017.
The undersigned, an ownerowner(s) of or participantparticipant(s) in an annuity or life insurance Contractpayee(s) under a variable contract (“contract owners”) issued by one of the above referenced insurance companiescompany (the “Insurance Company”), hereby instructs the Insurance Company to vote its shares in the Fund noted above, referenced series, which are attributable to the undersigned’s participation in the Contractcontract at the Special Meeting of Shareholders to be held at 500 Boylston Street, 24th Floor,111 Huntington Avenue, Boston, Massachusetts, at 10:30 a.m. on Thursday, January 28, 2010,March 23, 2017, notice of which and the Proxy Statement accompanying the same have been received by the undersigned, or at any adjournment thereof, upon the following matters as fully asdescribed in the undersigned would be entitled to vote if personally present.Notice of Meeting and accompanying Proxy Statement.
THE TRUSTEES THAT OVERSEE YOUR FUND RECOMMEND THAT YOU VOTE IN FAVOR OF THE PROPOSAL.
IF THIS CARD IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE INSURANCE COMPANY ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS CARD IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL. SHARES FOR WHICH NO TIMELY VOTING INSTRUCTIONS ARE RECEIVED WILL BE VOTED IN THE SAME PROPORATION AS SHARES FOR WHICH INSTRUCTIONS ARE RECEIVED.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON March 23, 2017. The shares attributableProxy Statement is also available at www.proxyonline.com/docs/MFS2017.pdf.
Please refer to the undersigned’s participation inProxy Statement for a discussion of the Contract will be voted as indicated on the reverse of this instruction card. All proposals set forth on the reverse of this instruction card have been proposed by the Board of Trustees. If this card is signed and dated but gives no voting instructions, the shares will be voted “for” Proposal 1. The Insurance Company is instructed in its discretion to vote upon such other matters as may come before the meeting or any adjournment thereof.Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
[PROXY ID NUMBER HERE] | [BAR CODE HERE] | [CUSIP HERE] |
| ||||||
{FUND NAME MERGED} | VOTING INSTRUCTION CARD |
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. | ||||||
Please sign | SIGNATURE (AND TITLE IF APPLICABLE) | DATE | ||||
SIGNATURE (IF HELD JOINTLY) | DATE |
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:●
PROPOSAL:
1. To elect as Trustees of each of the Trusts: | ||||||||||
FOR | WITHHOLD | |||||||||
1. | O | O | ||||||||
2. | John A. Caroselli | O | O | |||||||
3. | Maureen R. Goldfarb | O | O | |||||||
4. | David H. Gunning | O | O | |||||||
5. | Michael Hegarty | O | O | |||||||
6. | John P. Kavanaugh | O | O | |||||||
7. | Robert J. Manning | O | O | |||||||
8. | Clarence Otis, Jr. | O | O | |||||||
9. | Maryanne L. Roepke | O | O | |||||||
10. | Robin A. Stelmach | O | O | |||||||
11. | Laurie J. Thomsen | O | O | |||||||
2. To transact such other business as may properly come before the Meeting and any adjournment thereof. |
REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE.
THANK YOU FOR VOTING
[PROXY ID NUMBER HERE] | [BAR CODE HERE] | [CUSIP HERE] |