MFS Variable Insurance Trust DEF 14A Definitive proxy

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))

x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

MFS^® VARIABLE INSURANCE TRUST

(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):

x 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

JANUARY 28, 2010

THIS PROXY STATEMENT IS AVAILABLE AT

www.accessmyproxy.com/MFS

MFS^® VARIABLE INSURANCE TRUST

MFS® Core Equity Series	MFS® Research Bond Series
MFS® Global Equity Series	MFS® Research International Series
MFS® Growth Series	MFS® Research Series
MFS® High Income Series	MFS® Strategic Income Series
MFS® Investors Growth Stock Series	MFS® Total Return Series
MFS® Investors Trust Series	MFS® Utilities Series
MFS® Mid Cap Growth Series	MFS® Value Series
MFS® New Discovery Series

500 Boylston Street, Boston, Massachusetts 02116

Notice of a Special Meeting of Shareholders

To be held on January 28, 2010

A Special Meeting of Shareholders of each of the above referenced series (each, a “Series” and collectively, the “Series”) will be held at 500 Boylston Street, Boston, Massachusetts 02116, at 10:30 a.m. on Thursday, January 28, 2010, for the following purposes:

ITEM 1. To elect Robert E. Butler, Lawrence H. Cohn, M.D., Maureen R. Goldfarb, David H. Gunning, William R. Gutow, Michael Hegarty, John P. Kavanaugh, Robert J. Manning, Robert C. Pozen, J. Dale Sherratt, Laurie J. Thomsen and Robert W. Uek as Trustees of the MFS Variable Insurance Trust (the “Trust”), of which each of the above referenced Series is a series; and

ITEM 2. To transact such other business as may properly come before the Meeting and any adjournments thereof.

Each Series will hold its meeting simultaneously with the other Series. Shareholders of all Series will vote together as a single class with respect to Item 1.

THE TRUSTEES OF THE TRUST RECOMMEND THAT YOU VOTE

IN FAVOR OF ITEM 1.

Only a Series’ shareholders of record on November 13, 2009 will be entitled to vote at that Series’ Meeting of Shareholders.

By order of the Board of Trustees

SUSAN S. NEWTON

Assistant Secretary and Assistant Clerk

December 7, 2009

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YOUR VOTE IS IMPORTANT. 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. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.

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MFS^® VARIABLE INSURANCE TRUST

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, 2009

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 series (each, a “Series” and collectively, the “Series”) is a series, to be used at the Meeting of Shareholders of each Series (each, a “Meeting”) to be held at 10:30 a.m. on January 28, 2010 at 500 Boylston Street, Boston, Massachusetts 02116, for the purposes set forth in the accompanying Notice of a Special Meeting of Shareholders (the “Notice”). If the enclosed form of proxy is executed and returned, it may nevertheless be revoked prior to its exercise by a signed writing filed with the proxy tabulation agent, D.F. King & Co., Inc., 161 Bay State Drive, Braintree, Massachusetts 02184, or delivered at the Meeting. Solicitation 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 number of shares were outstanding for each Series:

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

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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, 2009 will be entitled to one vote for each dollar of net asset value held on that date, and 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 shareholders of all Series will vote together as a single class with respect to the election of the Trust’s Trustees.

The mailing address of each Series is 500 Boylston Street, Boston, Massachusetts 02116. In addition to soliciting proxies by mail, the Trustees of the Trust and employees of Massachusetts Financial Services Company (“MFS”), the Trust’s investment adviser and administrator, may solicit proxies in person or by telephone. The expenses 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 of this Proxy Statement and related materials to shareholders as well as vote solicitation and tracking. It 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.

A copy of each Series’ most recent annual report and semi-annual report may be obtained 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. Directions to the meeting in order to vote in person are available by telephoning (800) 225-2606.

ITEM 1 — ELECTION OF TRUSTEES

The Board, which oversees each Series, provides broad supervision over the affairs of each Series. MFS is responsible for the investment management of each Series’ assets 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 of 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 Series or of MFS are referred to as “Independent Trustees” throughout this Proxy Statement. The Nomination and Compensation Committee has recommended that the Board nominate for election by shareholders the nominees described in the following pages, and the Board has nominated such individuals. The Board recommends that you vote in favor of the election of the nominees.

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The Trust does 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 Robert E. Butler, Lawrence H. Cohn, M.D., Maureen R. Goldfarb, David H. Gunning, William R. Gutow, Michael Hegarty, John P. Kavanaugh, Robert J. Manning, Robert C. Pozen, J. Dale Sherratt, Laurie J. Thomsen and Robert W. Uek as Trustees of the Trust.

Each nominee has agreed to serve as a Trustee of the 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 twelve for the Trust. Under the terms of the Trust’s retirement policy, the Trustees have a mandatory retirement age of 73 years. Mr. Cohn and Mr. Sherratt will reach the Trust’s mandatory retirement age in 2010 and 2011, respectively. Each of Mr. Cohn and Mr. Sherratt is expected to retire as a Trustee of the Trust as of December 31 in the year in which he reaches the Trust’s mandatory retirement age. The Board may appoint a replacement Trustee or choose to decrease the size of the Board at that time. The twelve nominees for election as Trustees at the Meeting who receive the greatest number of votes from shareholders of all the Series, voted as a single class, will be elected as Trustees of the Trust.

The following table presents certain information regarding the nominees and current Trustees of the Trust, 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, Date of Birth	Position(s) Held With Trust	Trustee Since(1)	Principal Occupation(s) During The Past Five Years & Other Directorships(2)
INTERESTED TRUSTEE NOMINEES
Robert J. Manning(3) (born 10/20/63)	Trustee	February 2004	Massachusetts Financial Services Company, Chief Executive Officer, President, Chief Investment Officer and Director
Robert C. Pozen(3) (born 08/08/46)	Trustee	February 2004	Massachusetts Financial Services Company, Chairman (since February 2004); Medtronic, Inc, (medical devices), Director (since 2004); Harvard Business School (education), Senior Lecturer (since 2008); Bell Canada Enterprises (telecommunications), Director (until February 2009); The Bank of New York, Director (finance), (March 2004 to May 2005); Telesat (satellite communications), Director (until November 2007)

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Name, Date of Birth	Position(s) Held With Trust	Trustee Since(1)	Principal Occupation(s) During The Past Five Years & Other Directorships(2)
INDEPENDENT TRUSTEE NOMINEES
Robert E. Butler (born 11/29/41)	Trustee	January 2006	Consultant — investment company industry regulatory and compliance matters (since July 2002); PricewaterhouseCoopers LLP (professional services firm), Partner (until 2002)
Lawrence H. Cohn, M.D. (born 03/11/37)	Trustee	June 1989	Brigham and Women’s Hospital, Senior Cardiac Surgeon (since 2005); Harvard Medical School, Professor of Cardiac Surgery; Partners HealthCare, Physician Director of Medical Device Technology (since 2006); Brigham and Women’s Hospital, Chief of Cardiac Surgery (until 2005)
Maureen R. Goldfarb (born 4/6/55)	Trustee	January 2009	Private investor; John Hancock Financial Services, Inc., Executive Vice President (until 2004); John Hancock Mutual Funds, Trustee and Chief Executive Officer (until 2004)
David H. Gunning (born 05/30/42)	Trustee and Chair of the Trustees	January 2004	Retired; Cleveland Cliffs Inc. (mining products and service provider), Vice Chairman/Director (until May 2007); Lincoln Electric Holdings, Inc. (welding equipment manufacturer), Director; Development Alternatives, Inc. (consulting), Director/Non Executive Chairman; Southwest Gas Corp. (natural gas distribution), Director (until May 2004); Portman Limited (mining), Director (until 2008)

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Name, Date of Birth	Position(s) Held With Trust	Trustee Since(1)	Principal Occupation(s) During The Past Five Years & Other Directorships(2)
William R. Gutow (born 09/27/41)	Trustee	December 1993	Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman; Atlantic Coast Tan (tanning salons), Vice Chairman (until 2007); Texas Donuts (donut franchise), Vice Chairman (until 2009)
Michael Hegarty (born 12/21/44)	Trustee	December 2004	Private investor; AXA Financial (financial services and insurance), Vice Chairman and Chief Operating Officer (until 2001); The Equitable Life Assurance Society (insurance), President and Chief Operating Officer (until 2001)
J. Atwood Ives(4) (born 05/01/36)	Trustee	February 1992	Private investor; KeySpan Corporation (energy related services), Director (until 2004)
John P. Kavanaugh (born 11/4/54)	Trustee	January 2009	Private investor; The Hanover Insurance Group, Inc., Vice President and Chief Investment Officer (until 2006); Allmerica Investment Trust, Allmerica Securities Trust and Opus Investment Trust (investment companies), Chairman, President and Trustee (until 2006)
J. Dale Sherratt (born 09/23/38)	Trustee	June 1989	Insight Resources, Inc. (acquisition planning specialists), President; Wellfleet Investments (investor in health care companies), Managing General Partner
Laurie J. Thomsen (born 08/05/57)	Trustee	March 2005	New Profit, Inc. (venture philanthropy), Executive Partner (since 2006); Private investor; The Travelers Companies (commercial property liability insurance), Director; Prism Venture Partners (venture capital), Co-founder and General Partner (until June 2004)

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Name, Date of Birth	Position(s) Held With Trust	Trustee Since(1)	Principal Occupation(s) During The Past Five Years & Other Directorships(2)
Robert W. Uek (born 5/18/41)	Trustee	January 2006	Consultant to investment company industry; PricewaterhouseCoopers LLP (professional services firm), Partner (until 1999); TT International Funds (mutual fund complex), Trustee (until 2005); Hillview Investment Trust II Funds (mutual fund complex), Trustee (until 2005)

⁽¹⁾ Each current Trustee has served continuously since appointment, unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Messrs. Manning and Pozen served as Advisory Trustees.

⁽²⁾ Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (“SEC”) (i.e., “public companies”).

⁽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 500 Boylston Street, Boston, Massachusetts 02116.

⁽⁴⁾ Because Mr. Ives will retire as a Trustee of the MFS Funds as of December 31, 2009, he is not standing for reelection as a Trustee.

Each current Trustee listed above served as a board member of 105 funds within the MFS Family of Funds as of January 1, 2009. The address of each Trustee is c/o MFS, 500 Boylston Street, Boston, Massachusetts 02116.

Information about each Series, 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 Information” beginning on page 18.

Required Vote.    Shareholders of the Series will vote together as a single class on Item 1. Each nominee named in Item 1 must be elected by shares representing a plurality of the Trust’s voting power entitled to be cast at the Meetings that are present in person or by proxy.

The Board, including the Independent Trustees, unanimously recommends that the shareholders of the Series vote to elect each of the nominees as Trustees of the Trust.

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Committees

The Trust’s Board meets regularly throughout the year to discuss matters and take certain actions relating to the Trust. The Trust’s Board has several standing committees, which are described below.

Name of Committee	Number of Meetings in Last Fiscal Year	Functions	Current Members(1)
AUDIT COMMITTEE	8	Oversees the accounting and auditing procedures of the Trust and, among other duties, considers the selection of the independent accountants for the Trust and the scope of the audit, and considers the effect on the independence of those accountants of any non-audit services such accountants provide to the Trust and any audit or non-audit services such accountants provide to other MFS Funds, MFS and/or certain affiliates. The Committee is also responsible for establishing procedures for the receipt, retention, and treatment of complaints received by the Trust regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission of concerns regarding questionable Trust accounting matters by officers of the Trust and employees of the Trust’s investment adviser, administrator, principal underwriter or any other provider of accounting-related services to the Trust	Butler*, Kavanaugh*, Sherratt*, Thomsen* and Uek*

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Name of Committee	Number of Meetings in Last Fiscal Year	Functions	Current Members(1)
COMPLIANCE AND GOVERNANCE COMMITTEE	7	Oversees the development and implementation of the Trust’s regulatory and fiduciary compliance policies, procedures, and practices under the 1940 Act and other applicable laws, as well as oversight of compliance policies of the Trust’s investment adviser and certain other service providers as they relate to Trust activities. The Trust’s Independent Chief Compliance Officer assists the Committee in carrying out its responsibilities. In addition, the Committee advises and makes recommendations to the Board on matters concerning Trustee practices and recommendations concerning the functions and duties of the committees of the Board.	Butler*, Cohn*, Goldfarb*, Gutow*, and Sherratt*
CONTRACTS REVIEW COMMITTEE	6	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 the Trust proposes to renew or continue, and to make its recommendations to the full Board of Trustees on these matters.	All Independent Trustees of the Board (Butler, Cohn, Goldfarb, Gunning, Gutow, Hegarty, Ives, Kavanaugh, Sherratt Thomsen, and Uek)

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Name of Committee	Number of Meetings in Last Fiscal Year	Functions	Current Members(1)
NOMINATION AND COMPENSATION COMMITTEE	5	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 Trust’s Secretary at the principal executive office of the Trust. Such recommendations must be accompanied by biographical and occupational data on the candidate (including whether the candidate would be an “interested person” of the Trust), a written consent by the candidate to be named as a nominee and to serve as Trustee if elected, record and ownership information for the recommending shareholder with respect to the Trust, and a description of any arrangements or understandings regarding recommendation of the candidate for consideration. The Committee is also responsible for making recommendations to the Board regarding any necessary standards or qualifications for service on the Board. The Committee also reviews and makes recommendations to the Board regarding compensation for the Independent Trustees.	All Independent Trustees of the Board (Butler, Cohn, Goldfarb, Gunning, Gutow, Hegarty, Ives, Kavanaugh, Sherratt, Thomsen, and Uek)

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Name of Committee	Number of Meetings in Last Fiscal Year	Functions	Current Members(1)
PORTFOLIO TRADING AND MARKETING REVIEW COMMITTEE	7	Oversees the policies, procedures, and practices of the Trust with respect to brokerage transactions involving portfolio securities as those policies, procedures, and practices are carried out by MFS and its affiliates. The Committee also oversees the lending of portfolio securities and the administration of the Trust’s proxy voting policies and procedures by MFS. The Committee also oversees the policies, procedures, and practices of the Applicable Fund Service Providers with respect to the selection and oversight of the Fund’s counterparties in derivatives, repurchase and reverse repurchase agreements, and similar investment-related transactions. In addition, the Committee receives reports from MFS and its affiliates regarding their compliance activities in connection with marketing, sales and distribution activities related to the Trust.	Cohn*, Goldfarb*, Gutow*, Hegarty*, and Ives*

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Name of Committee	Number of Meetings in Last Fiscal Year	Functions	Current Members(1)
PRICING COMMITTEE	7	Oversees the determination of the value of the portfolio securities and other assets held by the Trust and determines or causes to be determined the fair value of securities and assets for which market quotations are not “readily available” in accordance with the 1940 Act. The Committee delegates primary responsibility for carrying out these functions to MFS and MFS’ internal valuation committee pursuant to pricing policies and procedures approved by the Committee and adopted by the full Board, which include methodologies to be followed by MFS to determine the fair values of portfolio securities and other assets held by the Trust for which market quotations are not readily available. The Committee meets periodically with the members of MFS’ internal valuation committee to review and assess the quality of fair valuation and other pricing determinations made pursuant to the Trust’s pricing policies and procedures, and to review and assess the policies and procedures themselves. The Committee also exercises the responsibilities of the Board under the Amortized Cost Valuation Procedures approved by the Board on behalf of each Fund which holds itself out as a “money market fund” in accordance with Rule 2a-7 under the 1940 Act.	Hegarty*, Ives*, Kavanaugh*, Thomsen*, and Uek*

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Name of Committee	Number of Meetings in Last Fiscal Year	Functions	Current Members(1)
SERVICES CONTRACTS COMMITTEE	7	Reviews and evaluates the contractual arrangements of the Trust relating to transfer agency, administrative services, custody, pricing and bookkeeping services, and makes recommendations to the full Board of Trustees on these matters.	Butler*, Cohn*, Gutow*, Ives*, Kavanaugh*, Sherratt*, and Uek*

⁽¹⁾ Information about each committee member (including Mr. Ives, who is not standing for reelection) is set forth above on pages 3 – 6. Although Mr. Gunning is not a member of all Committees of the Board, he is invited to and attends many of the Committees’ meetings in his capacity as Chair of the Trustees.

* Independent Trustees.

The Trustees generally hold at least eight regular meetings each calendar year. These regular meetings take place over a two-day period. The performance and operations of each of the Series is reviewed by the Trustees at each meeting and more in-depth reviews of particular Series are conducted by the Trustees throughout the year. The Trust held twelve Board meetings during the fiscal year ended December 31, 2008. Each Trustee attended at least 75% of the Board and applicable committee meetings noted for the 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 Trust currently does not maintain a website on which the charter is available. The 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) 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) such other factors as the Committee deems appropriate. The Nomination and Compensation Committee may consider candidates for Trustee recommended by the 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 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

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Shareholders to Submit Nominee Candidates, which are set forth as Appendix B to the Trust’s 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 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 the Trust.

Share Ownership

Shares of each Series are sold exclusively to insurance company separate accounts. As of September 30, 2009, no Trustee or officer of any Series of the Trust beneficially owned shares of any class of any Series.

The following table shows the dollar range of equity securities beneficially owned by each nominee on an aggregate basis, in all MFS funds overseen, or to be overseen, by the nominee.

The following dollar ranges apply:

N. None

A. $1 – $10,000

B. $10,001 – $50,000

C. $50,001 – $100,000

D. Over $100,000

Name of Trustee	Aggregate Dollar Range of Equity Securities in All MFS Funds Overseen or to be Overseen by the Nominee
INTERESTED TRUSTEE NOMINEES
Robert J. Manning	D
Robert C. Pozen	D
INDEPENDENT TRUSTEE NOMINEES
Robert E. Butler	D
Lawrence H. Cohn, M.D.	D
Maureen R. Goldfarb	D
David H. Gunning	D
William R. Gutow	D
Michael Hegarty	D
John P. Kavanaugh	D
J. Dale Sherratt	D
Laurie J. Thomsen	D
Robert W. Uek	D

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Shareholder Communications with the Board of Trustees

The Board 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, c/o Massachusetts Financial Services Company, 500 Boylston Street, Boston, Massachusetts 02116, Attention: Frank Tarantino, Independent Chief Compliance Officer. Shareholder communications must (i) be in writing and be signed by the shareholder, (ii) identify the Series 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”) is responsible for reviewing all properly submitted shareholder communications. The ICCO 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 ICCO determines that the communication requires more immediate attention, forward the communication to the Chair of the Trustees promptly after receipt. The ICCO may, in good faith, determine that a shareholder communication should not be provided to the Board because it is ministerial in nature (such as a request for Series literature, share data or financial information). The ICCO 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-8 under the Securities Exchange Act of 1934, as amended, or any communication made in connection with such a proposal. The Trust’s Trustees are not required to attend the Series’ shareholder meetings or to otherwise make themselves available to shareholders for communications, other than pursuant to the aforementioned procedures.

The 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.

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Trustee Compensation Table

The tables below show (i) the cash compensation paid to the Trustees by each Fund for 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. Interested Trustees receive no compensation from the Funds for their services as Trustees. The table includes information for Mr. Ives, who is not standing for reelection.

	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

15

	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

Name of Trustee(1)	Total Cash Compensation From Fund Complex(4)
Robert E. Butler	$266,386
Lawrence H. Cohn, M.D.	$237,886
Maureen R. Goldfarb(2)	N/A
David H. Gunning	$256,886
William R. Gutow	$238,886
Michael Hegarty	$256,886
J. Atwood Ives	$312,886
John P. Kavanaugh(2)	N/A
Lawrence T. Perera(3)	$236,886
J. Dale Sherratt	$261,386
Laurie J. Thomsen	$263,886
Robert W. Uek	$270,136

⁽¹⁾ Each Trustee who is an “interested person” of MFS (within the meaning of the 1940 Act) serves without any compensation from the Trust.

⁽²⁾ Mr. Kavanaugh and Ms. Goldfarb became Trustees on January 1, 2009.

⁽³⁾ Mr. Perera retired as Trustee of the Fund on December 31, 2008.

⁽⁴⁾ For calendar year 2008 for 99 funds.

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

SERIES INFORMATION

This section provides certain information about each Series, 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.

Investment Adviser, Principal Underwriter and Administrator

Each Series engages as its investment adviser and administrator MFS, a Delaware corporation with offices at 500 Boylston Street, Boston, Massachusetts 02116. Each Series engages as its principal underwriter MFS Fund Distributors, Inc. (“MFD”), a Delaware corporation with offices at 500 Boylston Street, Boston, Massachusetts 02116. MFS is a majority owned subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is a 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”). 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 Series is Deloitte & Touche LLP (“Deloitte”), and the fiscal year end for each Series is December 31. The Independent Registered Public Accounting Firm does not have a direct or material indirect interest in any Series.

The Series 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 Series 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 Series (including MFS Service Center, Inc.) (each, a “Service Affiliate”) if the services relate directly to the operations and financial reporting of such Series. 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- 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.

Schedule A attached hereto includes tables that set forth for each Series, for each Series’ two most recent 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 Series and (b) those non-audit services provided to the Series’ Service Affiliates that relate directly to the Series’ operations and financial reporting under the following captions:

(i) Audit Fees — fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements.

(ii) Audit-Related Fees — related to assurance and related services that are Fees reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees”, including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews.

(iii) Tax Fees — fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis reviews.

(iv) All Other Fees — fees for products and services provided to the Series by the Independent Registered Public Accounting Firm other than those reported under “Audit Fees”, “Audit-Related Fees” and “Tax Fees.”

Schedule A attached hereto also sets forth the aggregate fees billed by the Independent Registered Public Accounting Firm for each Series’ two most recent fiscal years, for non-audit services rendered to each Series and each Series’ Service Affiliates.

The Audit Committee has considered whether the provision by a Series’ Independent Registered Public Accounting Firm of non-audit services to the Series’ 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) was compatible with maintaining the independence of the Independent Registered Public Accounting Firm as the Series’ principal auditor.

Executive Officers

The following table provides information about the current executive officers of each Series 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. 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, Date of Birth	Position(s) Held With the Series	Officer Since(1)	Principal Occupations During the Past Five Years & Directorships(2)
OFFICERS
Maria F. Dwyer(3) (born 12/1/58)	President	March 2004	Massachusetts Financial Services Company, Executive Vice President and Chief Regulatory Officer (since March 2004), Chief Compliance Officer (since December 2006); Fidelity Management & Research Company, Vice President (prior to March 2004); Fidelity Group of Funds, President and Treasurer (until March 2004)

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Name, Date of Birth	Position(s) Held With the Series	Officer Since(1)	Principal Occupations During the Past Five Years & Directorships(2)
Christopher R. Bohane(3) (born 1/18/74)	Assistant Secretary and Assistant Clerk	July 2005	Massachusetts Financial Services Company, Vice President and Senior Counsel
John M. Corcoran(3) (born 04/13/65)	Treasurer	October 2008	Massachusetts Financial Services Company, Senior Vice President (since October 2008); State Street Bank and Trust (financial services provider), Senior Vice President, (until September 2008)
Ethan D. Corey(3) (born 11/21/63)	Assistant Secretary and Assistant Clerk	July 2005	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel (since 2004); Dechert LLP (law firm), Counsel (prior to December 2004)
David L. DiLorenzo(3) (born 8/10/68)	Assistant Treasurer	July 2005	Massachusetts Financial Services Company, Vice President (since June 2005); JP Morgan Investor Services, Vice President (until June 2005)
Timothy M. Fagan(3) (born 7/10/68)	Assistant Secretary and Assistant Clerk	September 2005	Massachusetts Financial Services Company, Vice President and Senior Counsel (since September 2005); John Hancock Advisers, LLC, Vice President, Senior Attorney and Chief Compliance Officer (until August 2005)
Mark D. Fischer(3) (born 10/27/70)	Assistant Treasurer	July 2005	Massachusetts Financial Services Company, Vice President (since May 2005); JP Morgan Investment Management Company, Vice President (until May 2005)
Robyn L. Griffin (born 7/04/75)	Assistant Independent Chief Compliance Officer	August 2008	Griffin Compliance LLC (provider of compliance services), Principal (since August 2008); State Street Corporation (financial services provider), Mutual Fund Administration Assistant Vice President (October 2006 – July 2008); Liberty Mutual Group (insurance), Personal Market Assistant Controller (April 2006 – October 2006); Deloitte & Touche LLP (professional services firm), Senior Manager (prior to April 2006)
Brian E. Langenfeld(3) (born 3/07/73)	Assistant Secretary Assistant Clerk	June 2006	Massachusetts Financial Services Company, Vice President and Senior Counsel (since May 2006); John Hancock Advisers, LLC, Assistant Vice President and Counsel (until April 2006)
Ellen Moynihan(3) (born 11/13/57)	Assistant Treasurer	April 1997	Massachusetts Financial Services Company, Vice President

20

Name, Date of Birth	Position(s) Held With the Series	Officer Since(1)	Principal Occupations During the Past Five Years & Directorships(2)
Susan S. Newton(3) (born 3/7/50)	Assistant Secretary and Assistant Clerk	May 2005	Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel (since April 2005); John Hancock Advisers, LLC, Senior Vice President, Secretary and Chief Legal Officer (until April 2005)
Susan A. Pereira(3) (born 11/05/70)	Assistant Secretary and Assistant Clerk	July 2005	Massachusetts Financial Services Company, Vice President and Senior Counsel (since June 2004); Bingham McCutchen LLP (law firm), Associate (until June 2004)
Mark N. Polebaum(3) (born 5/01/52)	Secretary and Clerk	January 2006	Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary (since January 2006); Wilmer Cutler Pickering Hale and Dorr LLP (law firm), Partner (until January 2006)
Frank L. Tarantino (born 03/07/44)	Independent Chief Compliance Officer	June 2004	Tarantino LLC (provider of compliance services), Principal (since June 2004); CRA Business Strategies Group (consulting services), Executive Vice President (until June 2004)
Richard S. Weitzel(3) (born 7/16/70)	Assistant Secretary and Assistant Clerk	October 2007	Massachusetts Financial Services Company, Vice President and Assistant General Counsel (since 2004); Massachusetts Department of Business and Technology, General Counsel (until April 2004)
James O. Yost(3) (born 06/12/60)	Assistant Treasurer	September 1990	Massachusetts Financial Services Company, Senior Vice President

⁽¹⁾ Date first appointed to serve as an officer of a Series. Each officer has served continuously since appointment, unless indicated otherwise. For the period March 2008 until October 2008, Ms. Dwyer served as Treasurer of the Series.

⁽²⁾ Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

⁽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 500 Boylston Street, Boston, Massachusetts 02116.

Each Series’ officers held comparable positions with the 105 funds in the MFS Family of Funds, and with certain affiliates of MFS as of January 1, 2009. The address of each officer is c/o MFS, 500 Boylston Street, Boston, Massachusetts 02116.

Interests of Certain Persons

Schedule B attached hereto sets forth, as of September 30, 2009, to the best knowledge of each Series, the shareholders who beneficially owned more than 5% of the outstanding shares of any class of such Series.

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 Robert E. Butler, Lawrence H. Cohn, M.D., Maureen R. Goldfarb, David H. Gunning, William R. Gutow, Michael Hegarty, John P. Kavanaugh, Robert J. Manning, Robert C. Pozen, J. Dale Sherratt, 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. Shares representing a majority of a Series’ 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.

Each shareholder of a Series is entitled to one vote for each dollar of net asset value (number of shares of the Series owned by such shareholder, times net asset value per share) of the Series that such shareholder owns at the close of business on November 13, 2009, on each matter on which the shareholder is entitled to vote. Each fractional dollar amount is entitled to a proportionate fractional vote.

Each Series will reimburse the record holders of its shares for their expenses incurred in sending proxy material to and obtaining voting instructions from contract owners.

Each Series 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’ 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.

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 of the Series is part of a Massachusetts business 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’ proxy statement for any subsequent meeting must be received by the applicable Series a reasonable period of time prior to any such meeting.

Additional Information

Because all shareholders will vote together as a single class with respect to the election of Trustees, the Meeting of shareholders of each Series is called to be held at the same time as the Meetings of shareholders of the other Series. It is anticipated that all Meetings will be held simultaneously.

22

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 Meeting and moves for an adjournment of the 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 the expense of the preparation, printing and mailing of the enclosed form of proxy, the Notice and this Proxy Statement, and any tabulation costs, will be borne on a proportional basis by the Series. The remaining half of the expenses will be borne by MFS.

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., at 1-800-755-7250.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY

December 7, 2009 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

23

Exhibit 1

MFS Funds Board

Nomination and Compensation Committee Charter

(Adopted as of July 20, 2004)

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 it 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.

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.

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.

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.

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 October 1, 2009)

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 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

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Appendix B to Exhibit 1

Procedures for Shareholders to Submit Nominee Candidates

(As of July 20, 2004)

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).

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.

(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

(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 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, fees billed by each Series’ Independent Registered Public Accounting Firm, Deloitte, for services provided directly to each Series:

	Audit Fees
Series	2008	2007
MFS Core Equity Series	$39,706	$41,135
MFS Global Equity Series	$39,004	$40,456
MFS Growth Series	$39,706	$41,135
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 Mid Cap Growth Series	$39,004	$40,456
MFS New Discovery Series	$39,004	$40,456
MFS Research Bond Series	$49,548	$50,643
MFS Research International Series	$38,995	$40,447
MFS Research Series	$39,706	$41,135
MFS Strategic Income Series	$51,213	$50,643
MFS Total Return Series	$52,359	$53,360
MFS Utilities Series	$39,004	$40,456
MFS Value Series	$39,706	$41,135
	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

Schedule A-1

For each Series’ last two fiscal years, fees billed by each Series’ Independent Registered Public Accounting Firm for services provided to each Series’ Service Affiliates that relate directly to such Series’ operations and financial reporting:

	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

⁽¹⁾ This amount reflects the fees billed to Service Affiliates of the Series for non-audit services relating directly to the operations and financial reporting of the Series (portions of which services also related to the operations and financial reporting of all funds within the MFS funds complex).

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’ Independent Registered Public Accounting Firm, Deloitte, for each Series’ two most recent fiscal years, for non-audit services rendered to each Series and each Series’ Service Affiliates:

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

Schedule A-3

Schedule B

Interests of Certain Persons

As of September 30, 2009, to the best knowledge of each Series, the following shareholders beneficially owned more than 5% of the outstanding shares of any class of such Series.

Name and Address of Shareholder	Class of Shares	Number of Outstanding Shares Beneficially Owned	Percentage of Outstanding Shares of Noted Class Owned
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	%

Schedule B-1

Name and Address of Shareholder	Class of Shares	Number of Outstanding Shares Beneficially Owned	Percentage of Outstanding Shares of Noted Class Owned
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	Number of Outstanding Shares Beneficially Owned	Percentage of Outstanding Shares of Noted Class Owned
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	Number of Outstanding Shares Beneficially Owned	Percentage of Outstanding Shares of Noted Class Owned
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	Number of Outstanding Shares Beneficially Owned	Percentage of Outstanding Shares of Noted Class Owned
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

VIT-PRX-11/09

	Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings
PROXY TABULATOR P.O. BOX 859232 BRAINTREE, MA 02185-9232

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

MFS^® VARIABLE INSURANCE TRUST

“SERIES NAME TO PRINT HERE”

SPECIAL MEETING OF SHAREHOLDERS, JANUARY 28, 2010

The undersigned, revoking prior proxies, hereby appoints Christopher R. Bohane, John M. Corcoran, Timothy M. Fagan, Brian E. Langenfeld, Susan S. Newton and Susan A. Pereira (each, a “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 Trust to be held at 500 Boylston Street, 24th Floor, Boston, Massachusetts, on Thursday, January 28, 2010, 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 in the manner directed herein by 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.

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE	Dated
SHAREHOLDER SIGN HERE	(Please sign in the Box)
Please sign this proxy exactly as your name or names appear hereon. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.
	M0804-PXC 1.03

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.

				FOR all nominees listed	WITHHOLD
				(except as noted on the line at	authority to vote for all
PLEASE MARK A BOX BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: ¡				left)	nominees
1.	To elect as Trustees of the MFS Variable Insurance Trust (the “Trust”):			¨	¨
	(01)  Robert E. Butler	(05)  William R. Gutow	(09)  Robert C. Pozen
	(02)  Lawrence H. Cohn, M.D.	(06)  Michael Hegarty	(10)  J. Dale Sherratt
	(03)  Maureen R. Goldfarb	(07)  John P. Kavanaugh	(11)  Laurie J. Thomsen
	(04)  David H. Gunning	(08)  Robert J. Manning	(12)  Robert W. Uek
	(Instruction: To withhold authority to vote for any individual nominee(s), write the name(s) of the nominee(s) on the line above.)
2.	To transact such other business as may properly come before the Meeting and any adjournments thereof.

Please be sure to sign and date this card

M0804-PXC-1.01                    

	Vote this instruction card TODAY! Your prompt response will save the expense of additional mailings
PROXY TABULATOR P.O. BOX 859232 BRAINTREE, MA 02185-9232

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, 24^th 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.

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE	Dated
CONTRACT OWNER (AND CO-OWNER) SIGN HERE	(Please sign in the Box)
Please sign this card exactly as your name or names appear hereon. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.
	M0804-INS-PXC 1.03

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.

				FOR all nominees listed	WITHHOLD
				(except as noted on the line at	authority to vote for all
PLEASE MARK A BOX BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: ¡				left)	nominees
1.	To elect as Trustees of the MFS Variable Insurance Trust (the “Trust”):			¨	¨
	(01)  Robert E. Butler	(05)  William R. Gutow	(09)  Robert C. Pozen
	(02)  Lawrence H. Cohn, M.D.	(06)  Michael Hegarty	(10)  J. Dale Sherratt
	(03)  Maureen R. Goldfarb	(07)  John P. Kavanaugh	(11)  Laurie J. Thomsen
	(04)  David H. Gunning	(08)  Robert J. Manning	(12)  Robert W. Uek
	(Instruction: To withhold authority to vote for any individual nominee(s), write the name(s) of the nominee(s) on the line above.)
2.	To transact such other business as may properly come before the Meeting and any adjournments thereof.

Please be sure to sign and date this card

M0804-INS-PXC-1.01                    

		Vote this instruction card TODAY! Your prompt response will save the expense of additional mailings
PROXY TABULATOR P.O. BOX 859232 BRAINTREE, MA 02185-9232
	CALL:	To vote by phone call toll-free 1-800-830-3542 and follow the recorded instructions.
	LOG-ON:	Vote on the internet atwww.2voteproxy.com and follow the on-screen instructions.
	MAIL:	Return the signed proxy card in the enclosed envelope.

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, 24^th 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.

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE	Dated
CONTRACT OWNER (AND CO-OWNER) SIGN HERE	(Please sign in the Box)
Please sign this card exactly as your name or names appear hereon. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.
	M0804-INS-PXC 1.01 EV