On the way
2001 shareholder proxies mailed
September 7, 2001
MFS funds began mailing proxies to more than 4.5 million account holders last
week. Because it is such a large undertaking, the proxies will be mailed through
mid-September.
MFS clients, including street-name accounts and those handled by other financial
intermediaries, will receive a proxy statement and an easy-to-read information
booklet featuring a Q&A.
Generally, each proxy will include more than one fund. However, if clients own
multiple accounts, they will receive multiple proxy cards - one for each
account. MFS is also "householding" mailings of clients who have more than one
account in the affected funds so they will receive one proxy booklet and one
sheet of voting instructions.
A dealer-only proxy booklet, with additional details regarding the proxy, will
be mailed to investment professionals with a copy of MFS Update this week. A
schedule of the mailings and other information has been posted on the MFS Web
site (www.mfs.com).
If you are an MFS fund shareholder, be sure to vote when you receive your
package.
The 2001 Shareholder Proxy for all MFS(R) Funds
Starting in August 2001, the MFS(R) funds are asking all shareholders to vote on
a variety of proposals in conjunction with holding the 2001 Shareholder
Meetings. Shareholders representing more than 4.5 million accounts in the MFS
Funds will receive proxy material, making this the largest solicitation in our
history. Because so many accounts will be affected, we're staggering the
mailings from late August through mid-September.
All shares in all accounts must be voted
If you have more than one account, you'll receive more than one proxy card --
possibly even in the same package. To conserve mailing costs, we have tried to
send all of your proxies together. However, the staggered mailings may mean that
you'll get several of these "householded" packages. It's very important that you
vote every proxy you receive for every account you own. Otherwise, there may not
be enough votes to conduct the shareholder meetings. And that will require
costly follow-up mailings to nonvoting accounting holders.
Check out the related links. Find out about the issues. Learn why your vote is
important. Vote.
Proxy mailings are a fund expense. So are follow-up solicitations and mailings.
Please vote all of your proxies now, and save your fund money.
How to vote
Haven't voted yet? Here's your chance.
To make it fast and easy, you have three ways to vote -- by Internet, by phone,
or by mail.*
If you own your shares in "street" name or through a financial intermediary,
your voting instructions will b slightly different. Follow the instructions on
your proxy card.
Internet voting
o Go to www.proxyweb.com
o Enter the control number on your proxy card
o Follow the instructions on the site
Telephone voting
o Call toll free 1-888-221-0697
o Enter the control number on your proxy card
o Follow the recorded instructions
Mail voting
o Complete and sign the proxy card
o Mail the card in the postage-paid return envelope
* Internet and phone voting are not currently available for Massachusetts
Investors Trust (MIT).
If you haven't voted yet and you misplaced your proxy card, you can call our
funds' proxy solicitation firm, Georgeson Shareholder Communications, Inc., to
cast your vote(s). As the phone numbers for each proxy mailing are different,
please refer to the related link, "Contact information and schedules." The funds
are grouped by record date and listed alphabetically within each grouping. Find
your fund in the list, and then call the toll-free number listed for that
grouping.
For more information on why you need to vote the shares for each of your
accounts and for a discussion of some of the basis issues covered by this proxy,
please use the Related Links to the right.
The 2001 Shareholder Proxy for MFS(R) Funds
Proxy issues
o To elect a Board of Trustees - All Funds
The purpose of this proposal is to streamline the over-sight of the
MFS funds by creating a combined Board that will oversee all MFS funds
organized in the United States. Currently, three separate Boards of
Trustees serve the MFS funds. Due to a number of pending Trustee
retirements, the combined board will avoid the need to add new
Trustees to the various boards in the near future.
This proposal would consolidate the separate Boards into one Board
that serves all MFS funds.
The combined Board would reduce the duplication of Board materials and
reports and avoid repeated presentations by the same personnel at
different meetings.
o To authorize the Trustees to adopt an amended and restated Declaration
of Trust - All Funds
The Declaration of Trust is the charter document that describes how a
fund conducts business and how it is governed. This proposal would
modernize the Declaration of Trust and make it the same for almost all
MFS funds.
o To amend, remove, or add certain fundamental investment policies - All
Funds
The MFS funds have certain fundamental investment policies that cannot
be changed without shareholder approval. Some of these policies are no
longer needed due to changes in applicable laws and can now be
eliminated or revised.
This proposal would modernize the funds' fundamental investment
policies and make them the same for almost all of the MFS funds. The
funds will continue to be managed in accordance with the investment
policies described in their prospectuses. The Trustees do not expect
that the revised policies will change significantly the level of
investment risk associated with an investment in the funds.
o To approve a new Investment Advisory Agreement with MFS - All Funds
Each MFS fund has an Investment Advisory Agreement with MFS.
This proposal would modernize these Agreements and make them the same
for almost all of the MFS funds. Under this proposal, the investment
management fee payable by the funds would not change.
o To approve a new investment management fee - This proposal is for the
following 11 funds ONLY
o MFS(R)Bond Fund
o MFS(R)Government Securities Fund
o MFS(R)Government Limited Maturity Fund
o MFS(R)Global Total Return Fund
o MFS(R)High Income Fund
o MFS(R)Municipal Bond Fund
o MFS(R)Municipal Income Fund
o MFS(R)Municipal High Income Fund
o MFS(R)Utilities Fund
o MFS(R)Strategic Income Fund
o MFS(R)Total Return Fund
The investment management fee for these MFS funds is based upon a
percentage of each fund's average daily net assets and a percentage of
the fund's gross income.
This proposal would simplify the management fee by basing the fee
solely on average daily net assets. This proposal is not designed to
increase the management fee, although the effective management fee
could be higher or lower than it has been under the current fee
structure.
o To change the funds' investment objectives from fundamental to
nonfundamental - MFS(R) Money Market Fund and MFS(R) Government Money
Market Fund ONLY
Currently, the investment objectives of these funds may not be changed
without shareholder approval. (The investment objectives of the other
MFS funds are currently nonfundamental.)
This proposal would allow the funds' Trustees to change the investment
objectives without obtaining further shareholder approval. The added
flexibility would permit the fund to react more quickly if it
determines that such a change is in shareholders' best interest. The
proposal would save the cost and time delays of conducting a
shareholder meeting. Currently, the Trustees have no intention to
change the investment objective of either fund.
o To change the following funds' investment policy from fundamental to
nonfundamental:
o MFS(R)Charter Income Trust - investment in fixed-income
securities
o MFS(R)Intermediate Income Trust - investment in U.S. and foreign
government securities.
o MFS(R)Government Markets Income Trust - investment in U.S.
government securities.
o MFS(R) Institutional Emerging Equities Fund - investment in
common stocks and other types of securities.
Currently, the investment policies of these funds may not be changed
without shareholder approval.
This proposal would allow the funds' Trustees to change the investment
policies without obtaining further shareholder approval. The added
flexibility would permit the fund to react more quickly if it
determines that an investment policy change is in shareholders' best
interest.
The proposal would save the cost and time delays of conducting a
shareholder meeting. Currently, the Trustees have no intention of
changing the investment policies of any of the funds.
o To ratify the selection of the independent public accountants for the
current fiscal year.
This is a standard, routine item on proxy statements.
Why vote?
If there aren't enough votes to approve a proposal, the shareholder meetings for
that fund will be adjourned to a later date. Shareholders who have not voted
will be solicited again. Follow-up solicitations, which are a fund expense, are
costly. After the second solicitation, if there still aren't enough votes, the
meeting will be adjourned again and another solicitation will be made, at an
additional cost. The process will continue until there are enough votes. That's
why your vote is important and why we urge you to vote your proxy now if you
haven't already done so.
Massachusetts Investors Trust (MIT) will not technically hold a shareholder
meeting, but instead will solicit ballots. MIT shareholders are asked to return
their ballots by October 19, 2001.
The 2001 Shareholder Proxy for MFS(R) Funds
Contact information and schedules
This chart shows the telephone number for shareholders to call if they have
questions about the proxy as well as the critical dates for each group of
mailings.
1-888-832-6971 1-888-832-6971 1-888-833-2397
Record date: July 27, 2001 Record date: August 14, 2001 Record date: August 23, 2001
Mailing date: August 27, 2001 Mailing date: September 13, 2001 Mailing date: September 10, 2001
Meeting date: October 12, 2001 Meeting date: October 31, 2001 Meeting date: November 1, 2001
------------------------------- ------------------------------- -------------------------------
MFS(R)Closed-End Funds - MFS(R)Closed-End Funds - MFS(R)Union Standard Equity Fund
MFS(R)Municipal Income Trust MFS(R)Government Markets Income Trust
MFS(R)Multimarket Income Trust MFS(R)Intermediate Income Trust
MFS(R)Charter Income Trust 1-888-833-2397
MFS(R)Special Value Trust
Record date: August 23, 2001
1-888-832-5695 Mailing date: September 10, 2001
1-888-832-8297 Meeting date: November 1, 2001
Record date: July 27, 2001 -------------------------------
Mailing date: August 27, 2001 Record date: August 14, 2001 MFS(R)Institutional Trust -
Meeting date: October 19, 2001 Mailing date: September 13, 2001 MFS(R)Institutional Core Equity Fund
------------------------------- Meeting date: November 7, 2001 MFS(R)Institutional Emerging
Massachusetts Investors Trust (MIT)* ------------------------------- Equities Fund
Massachusetts Investors Growth Stock Fund MFS(R)Government Limited Maturity Fund MFS(R)Institutional High Yield Fund
MFS(R)Growth Opportunities Fund MFS(R)Cash Reserve Fund MFS(R)Institutional International
MFS(R)Government Securities Fund MFS(R)Global Asset Allocation Fund Equity Fund
MFS(R)High Income Fund MFS(R)Strategic Growth Fund MFS(R)Institutional Large Cap
MFS(R)Municipal High Income Fund MFS(R)Research Growth and Income Fund Growth Fund
MFS(R)High Yield Opportunities Fund MFS(R)Core Growth Fund MFS(R)Institutional Mid Cap
MFS(R)Money Market Fund MFS(R)Value Fund Growth Fund
MFS(R)Government Money Market Fund MFS(R)New Discovery Fund MFS(R)Institutional Research Fund
MFS(R)Municipal Bond Fund MFS(R)Research International Fund MFS(R)Institutional International
MFS(R)Mid Cap Growth Fund MFS(R)Technology Fund Research Equity Fund
MFS(R)Total Return Fund MFS(R)Global Telecommunications Fund MFS(R)Institutional Large Cap
MFS(R)Research Fund MFS(R)Managed Sectors Fund Value Fund
MFS(R)International New Discovery Fund MFS(R)Emerging Growth Fund MFS(R)Institutional Real Estate
MFS(R)Capital Opportunities Fund MFS(R)Large Cap Growth Fund Investment Fund
MFS(R)Bond Fund MFS(R)Global Total Return Fund
MFS(R)Limited Maturity Fund MFS(R)Utilities Fund
MFS(R)Municipal Limited Maturity Fund MFS(R)Global Equity Fund
MFS(R)Research Bond Fund MFS(R)Strategic Income Fund
MFS(R)Government Mortgage Fund MFS(R)Global Growth Fund
MFS(R)Emerging Markets Equity Fund MFS(R)State Municipal Funds
MFS(R)International Growth Fund MFS(R)Municipal Income Fund
MFS(R)International Investors Trust
MFS(R)Strategic Value Fund
*MIT will not technically hold a shareholder meeting but instead will solicit
ballots for an indefinite period. MIT shareholders will be asked to return their
ballots by October 19, 2001.
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
[ X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MFS(R)Series Trust I (File Nos. 33-7638 and 811-4777) on behalf of MFS(R)Cash
Reserve Fund, MFS(R)Core Growth Fund, MFS(R)Global Asset Allocation Fund,
MFS(R)Global Telecommunications Fund, MFS(R)Japan Equity Fund, MFS(R)Managed
Sectors Fund, MFS(R)New Discovery Fund, MFS(R)Research Growth and Income Fund,
MFS(R)Research International Fund, MFS(R)Strategic Growth Fund, MFS(R)Technology
Fund and MFS(R)Value Fund; MFS(R)Series Trust II (File Nos. 33-7637 and
811-4775) on behalf of MFS(R)Emerging Growth Fund and MFS(R)Large Cap Growth
Fund; MFS(R)Series Trust III (File Nos. 2-60491 and 811-2794) on behalf of
MFS(R)High Income Fund, MFS(R)High Yield Opportunities Fund and MFS(R)Municipal
High Income Fund; MFS(R)Series Trust IV (File Nos. 2-54607 and 811-2594) on
behalf of MFS(R)Government Money Market Fund, MFS(R)Mid Cap Growth Fund,
MFS(R)Money Market Fund and MFS(R)Municipal Bond Fund; MFS(R)Series Trust V
(File Nos. 2-38613 and 811-2031) on behalf of MFS(R)International New Discovery
Fund, MFS(R)International Strategic Growth Fund, MFS(R)Research Fund,
MFS(R)Total Return Fund and MFS(R)International Value Fund; MFS(R)Series Trust
VI (File Nos. 33-34502 and 811-6102) on behalf of MFS(R)Global Equity Fund,
MFS(R)Global Total Return Fund and MFS(R) Utilities Fund; MFS(R)Series Trust VII
(File Nos. 2-68918 and 811-3090) on behalf of MFS(R)Capital Opportunities Fund;
MFS(R)Series Trust VIII (File Nos. 33-37972 and 811-5262) on behalf of
MFS(R)Global Growth Fund and MFS(R) Strategic Income Fund; MFS(R)Series Trust IX
(File Nos. 2-50409 and 811-2464) on behalf of MFS(R)Bond Fund, MFS(R) Emerging
Opportunities Fund, MFS(R)High Quality Bond Fund, MFS(R)Intermediate Investment
Grade Bond Fund, MFS(R) Large Cap Value Fund, MFS(R)Limited Maturity Fund,
MFS(R)Municipal Limited Maturity Fund and MFS(R)Research Bond Fund; MFS(R)Series
Trust X (File Nos. 33-1657 and 811-4492) on behalf of MFS(R)Emerging Markets
Debt Fund, MFS(R) Emerging Markets Equity Fund, MFS(R)European Equity Fund,
MFS(R)Fundamental Growth Fund, MFS(R)Gemini Large Cap U.S. Fund, MFS(R)Gemini
U.K. Fund, MFS(R)Global Conservative Equity Fund, MFS(R)Global Health Sciences
Fund, MFS(R) Government Mortgage Fund, MFS(R)High Yield Fund, MFS(R)Income Fund,
MFS(R)International ADR Fund, MFS(R)International Core Equity Fund,
MFS(R)International Growth Fund, MFS(R)International Investors Trust,
MFS(R)Multi Cap Growth Fund, MFS(R)New Endeavor Fund and MFS(R)Strategic Value
Fund; MFS(R)Series Trust XI (File Nos. 33-68310 and 811-7992) on behalf of
MFS(R)Union Standard Equity Fund, VertexSM Contrarian Fund and VertexSM
International Fund; Massachusetts Investors Growth Stock Fund (File Nos. 2-14677
and 811-859); Massachusetts Investors Trust (File Nos. 2-11401 and 811-203);
MFS(R)Government Limited Maturity Fund (File Nos. 2-96738 and 811-4253); MFS(R)
Government Securities Fund (File Nos. 2-74959 and 811-3327); MFS(R)Growth
Opportunities Fund (File Nos. 2-36431 and 811-2032); MFS(R)Municipal Series
Trust (File Nos. 2-92915 and 811-4096) on behalf of MFS(R)Alabama Municipal Bond
Fund, MFS(R)Arkansas Municipal Bond Fund, MFS(R)California Municipal Bond Fund,
MFS(R)Florida Municipal Bond Fund, MFS(R)Georgia Municipal Bond Fund,
MFS(R)Maryland Municipal Bond Fund, MFS(R)Massachusetts High Income Tax Free
Fund, MFS(R)Massachusetts Municipal Bond Fund, MFS(R)Mississippi Municipal Bond
Fund, MFS(R)New York High Income Tax Free Fund, MFS(R)New York Municipal Bond
Fund, MFS(R)North Carolina Municipal Bond Fund, MFS(R) Pennsylvania Municipal
Bond Fund, MFS(R)South Carolina Municipal Bond Fund, MFS(R)Tennessee Municipal
Bond Fund, MFS(R)Virginia Municipal Bond Fund, MFS(R)West Virginia Municipal
Bond Fund and MFS(R)Municipal Income Fund; MFS(R) Charter Income Trust (File
Nos. 33-29012 and 811-5822); MFS(R)Government Markets Income Trust (File Nos.
33-12945 and 811-5078); MFS(R)Intermediate Income Trust (File Nos. 33-19364 and
811-5440); MFS(R)Multimarket Income Trust (File Nos. 33-11246 and 811-4975);
MFS(R)Municipal Income Trust (File Nos. 33-8850 and 811-4841); MFS(R)Special
Value Trust (File Nos. 33-31346 and 811-5912); MFS(R)Institutional Trust (File
Nos. 33-37615 and 811-6174) on behalf of MFS(R)Institutional Core Equity Fund,
MFS(R)Institutional Emerging Equities Fund, MFS(R)Institutional High Yield Fund,
MFS(R)Institutional International Equity Fund, MFS(R)Institutional International
Large Cap Growth Fund, MFS(R)Institutional Large Cap Value Fund,
MFS(R)Institutional Mid Cap Growth Fund, MFS(R)Institutional Real Estate
Investment Fund and MFS(R)Institutional Research Fund; MFS Variable Insurance
Trust (File Nos. 33-74668 and 811-8326) on behalf of MFS(R)Bond Series,
MFS(R)Capital
Opportunities Series, MFS(R)Emerging Growth Series, MFS(R) Global Equity Series,
MFS(R)Global Governments Series, MFS(R)High Income Series, MFS(R)Investors
Growth Stock Series, MFS(R)Investors Trust Series, MFS(R)Mid Cap Growth Series,
MFS(R)Money Market Series, MFS(R)New Discovery Series, MFS(R)Research Series,
MFS(R)Total Return Series and MFS(R)Utilities Series
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement)
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