MFS(R) Proxy Information
The 2001 Shareholder Proxy
for MFS(R) Funds
Information for plan sponsors
The 2001 Shareholder Proxy for MFS(R) Funds
4.5 million MFS account holders affected
Starting in August 2001, the MFS funds began mailing proxies to more than 4.5
million account holders. Because this is such a massive undertaking, these proxy
mailings will be sent in groups from late August through mid-September. Please
see the Record, Mailing, and Meeting grid at the back of this piece. You will
receive
o the proxy proposal
o a similar plain-spoken version of what you're reading now
o proxy voting instructions that vary by fund
Generally, each proxy will include more than one fund. We are householding the
mailings so that if you have more than one account in the affected funds you
will receive one proxy booklet and one sheet of voting instructions. However, if
you own multiple accounts, you will receive multiple proxy cards -- one for each
account. The following questions and answers will give you some insight into the
proxy process and the key issues that will be addressed.
Issues and answers in plain English
1. Who is eligible to vote?
Shareholders of record on the record date are entitled to vote at the
meeting or at any adjournment of the meeting. They may cast one vote for
each share of record that they own on each matter presented at the meeting
that affects their fund.
2. What will shareholders be voting on?
o To elect a Board of Trustees -- All Funds
The purpose of this proposal is to streamline the oversight of the MFS
funds by creating a combined Board that will oversee almost all MFS
funds organized in the United States. Currently, three separate Boards
of Trustees serve these 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.
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.
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.
3. Where can I get more information on these proxies?
Visit our Web site at www.mfs.com for the most current information. Please
see the grid on the next page that provides fund record, mailing, and
meeting dates.
Record date: July 27, 2001 Record date: August 14, 2001
Mailing date: August 27, 2001 Mailing date: September 13, 2001
Meeting date: October 19, 2001 Meeting date: November 7, 2001
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Massachusetts Investors Trust (MIT)* MFS(R)Government Limited Maturity Fund
Massachusetts Investors Growth Stock Fund MFS(R)Cash Reserve Fund
MFS(R)Growth Opportunities Fund MFS(R)Global Asset Allocation Fund
MFS(R)Government Securities Fund MFS(R)Strategic Growth Fund
MFS(R)High Income Fund MFS(R)Research Growth and Income Fund
MFS(R)Municipal High Income Fund MFS(R)Core Growth Fund
MFS(R)High Yield Opportunities Fund MFS(R)Value Fund
MFS(R)Money Market Fund MFS(R)New Discovery Fund
MFS(R)Government Money Market Fund MFS(R)Research International Fund
MFS(R)Municipal Bond Fund MFS(R)Technology Fund
MFS(R)Mid Cap Growth Fund MFS(R)Global Telecommunications Fund
MFS(R)Total Return Fund MFS(R)Managed Sectors Fund
MFS(R)Research Fund MFS(R)Emerging Growth Fund
MFS(R)International New Discovery Fund MFS(R)Large Cap Growth Fund
MFS(R)Capital Opportunities Fund MFS(R)Global Total Return Fund
MFS(R)Bond Fund MFS(R)Utilities Fund
MFS(R)Limited Maturity Fund MFS(R)Global Equity Fund
MFS(R)Municipal Limited Maturity Fund MFS(R)Strategic Income Fund
MFS(R)Research Bond Fund MFS(R)Global Growth Fund
MFS(R)Government Mortgage Fund MFS(R)State Municipal Funds
MFS(R)Emerging Markets Equity Fund MFS(R)Municipal Income Fund
MFS(R)International Growth 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) 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) Research Fund and MFS(R) Total Return 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) 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 Equity Fund, MFS(R) Government Mortgage Fund, MFS(R)
International Growth Fund, MFS(R) International Investors Trust and MFS(R)
Strategic Value 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
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total Fee Paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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MASSACHUSETTS FINANCIAL SERVICES COMPANY
500 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116-3741
(617) 954-5000
September 27, 2001
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: 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) 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) Research Fund and
MFS(R) Total Return 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) 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 Equity Fund, MFS(R) Government Mortgage Fund, MFS(R)
International Growth Fund, MFS(R) International Investors Trust and
MFS(R) Strategic Value 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;
Ladies and Gentlemen:
We enclose herewith pursuant to rule 20a-1 under the Investment Company Act
of 1940, as amended, and Rule 14a-6(b) under the Securities Exchange Act of
1934, as amended (the "1934 Act"), a definitive copy of additional solicitation
materials delivered to plan sponsors in connection with Special Meetings of
Shareholder, to be held in October and November.
If you have any questions, please do not hesitate to call the undersigned
at (617) 954-5047.
Sincerely,
JAMES F. DESMARAIS
James F. DesMarais
Assistant General Counsel
JFD/bjn
Enclosures