ITEM 1 --TO ELECT A BOARD OF TRUSTEES.
At the Meeting, you will be asked to elect a Board of Trustees for your Fund and
the other MFS Funds that are part of the same trust. The existing Trustees of
each trust have determined, pursuant to the trust's declaration of trust, that
the number of Trustees of the combined Board of Trustees shall be fixed for the
time being at 13. Proxies not containing specific instructions to the contrary
will be voted for the election as Trustees of the 13 nominees listed below.
Name, Position with the Trust, Age
Principal Occupation and Other Directorships (1)
Jeffrey L. Shames* (born 6/2/55) Trustee, Chairman and President
Massachusetts Financial Services Company, Chairman and Chief Executive Officer.
John W. Ballen* (born 9/12/59) Nominee for Trustee
Massachusetts Financial Services Company, President and Director.
Lawrence H. Cohn, M.D. (born 3/11/37) Trustee
Brigham and Women's Hospital, Chief of Cardiac Surgery; Harvard Medical School,
Professor of Surgery.
The Hon. Sir J. David Gibbons, KBE (born 6/15/27) Trustee
Edmund Gibbons Limited (diversified holding company), Chief Executive Officer;
Colonial Insurance Company Ltd., Director and Chairman; Bank of Butterfield,
Chairman (until 1997). William R. Gutow (born 9/27/41) Nominee for Trustee
Private investor and real estate consultant; Capitol Entertainment Management
Company (video franchise), Vice Chairman. J. Atwood Ives (born 5/1/36) Nominee
for Trustee Private investor; Eastern Enterprises (diversified services
company), Chairman, Trustee and Chief Executive Officer (until November 2000);
KeySpan Corporation (energy related services), Director.
Abby M. O'Neill (born 4/27/28) Trustee
Private investor; Rockefeller Financial Services, Inc. (investment advisers),
Chairman and Chief Executive Officer.
Lawrence T. Perera (born 6/23/35) Nominee for Trustee
Hemenway & Barnes (attorneys), Partner.
William J. Poorvu (born 4/10/35) Nominee for Trustee
Harvard University Graduate School of Business Administration, Adjunct
Professor; CBL & Associates Properties, Inc. (real estate investment trust),
Director; The Baupost Fund (a mutual fund), Vice Chairman and Trustee. Arnold D.
Scott* (born 12/16/42) Trustee Massachusetts Financial Services Company, Senior
Executive Vice President and Director.
J. Dale Sherratt (born 9/23/38) Trustee
Insight Resources, Inc. (acquisition planning specialists), President; Wellfleet
Investments (investor in health care companies), Managing
General Partner (since 1993); Cambridge Nutraceuticals (professional
nutritional products), Chief Executive Officer (until May 2001);
Paragon Trade Brands, Inc. (disposable consumer products), Director.
Elaine R. Smith (born 4/25/46) Nominee for Trustee
Independent consultant.
Ward Smith (born 9/13/30) Trustee
Private investor.
ITEM 2 -- TO AUTHORIZE THE TRUSTEES TO ADOPT AN AMENDED AND RESTATED DECLARATION
OF TRUST.
At the Meeting, you will be asked to authorize your Trustees to adopt for your
Fund and the other MFS Funds in the same trust the Amended and Restated
Declaration of Trust appearing in Appendix
A to this proxy statement (called, in this proxy statement, the Restated
Declaration). The other MFS Funds in each trust also are being asked to
authorize the Trustees to adopt the Restated Declaration. Each Restated
Declaration amends and restates the existing declaration of trust of each trust
(called, in this proxy statement, the Existing Declaration) in its entirety. The
Trustees have approved the Restated Declaration and recommend that you authorize
the Trustees to adopt it. The Restated Declaration is the standard form that
will be used for all new MFS funds organized as Massachusetts business trusts in
the future. The Restated Declaration gives the Trustees more flexibility and,
subject to applicable requirements of the 1940 Act and Massachusetts law,
broader authority to act. This increased flexibility may allow the Trustees to
react more quickly to changes in competitive and regulatory conditions and, as a
consequence, may allow the Funds to operate in a more efficient and economical
manner. Adoption of the Restated Declaration will not alter in any way the
Trustees' existing fiduciary obligations to act with due care and in the
shareholders' interests. You should note that your Fund's investments and
investment policies will not change by virtue of the adoption of the Restated
Declaration. However, certain of your Fund's investment policies will be
affected by other items in this proxy statement. The Restated Declaration makes
a number of significant changes to each Existing Declaration. Certain of these
changes give the Trustees greater flexibility and broader authority to act
without shareholder approval. The most significant changes are summarized below.
In addition to the changes described below, there are other substantive and
stylistic differences between the Restated Declaration and the Existing
Declarations.
Significant Changes
1. Dollar - Weighted Voting. The Restated Declaration provides that each
shareholder of each Fund is entitled to one vote for each dollar of net asset
value of the Fund represented by the shareholder's shares of the Fund, on each
matter on which that shareholder is entitled to vote. This means that
shareholders with larger economic investments will have more votes than
shareholders with smaller economic investments. The Existing Declarations
provide that each share of each Fund is entitled to one vote on each matter on
which shares of that Fund are entitled to vote.
2. Reorganization. The Restated Declaration permits the Trustees, without
shareholder approval, to change a Fund's form of organization, reorganize all or
a portion of any Fund or class or the trust as a whole into a newly created
entity or a newly created series of an existing entity, or incorporate all or a
portion of any Fund or class or a trust as a whole as a newly created entity.
The Existing Declarations require shareholder approval for this type of
reorganization. For example, in order to reduce the cost and scope of state
regulatory requirements or to take advantage of a more favorable tax treatment
offered by another state, the Trustees may determine that it would be in the
shareholders' interests to reorganize a Fund to domicile it in another state or
to change its legal form. Under the Existing Declarations, the Trustees cannot
effectuate such a potentially beneficial reorganization without first conducting
a shareholder meeting and incurring the attendant costs and delays. The Restated
Declaration gives the Trustees the flexibility to reorganize all or a portion of
a trust or any of its Funds or classes and achieve potential shareholder
benefits without incurring the delay and potential costs of a proxy
solicitation. This flexibility should help to assure that the trusts and their
Funds operate under the most appropriate form of organization.
3. Future Amendments. The Restated Declaration may be amended without
shareholder approval in most cases. The Existing Declarations may be amended
without shareholder approval only in certain limited circumstances. Under the
Restated Declaration, shareholders generally retain the right to vote on any
amendment affecting their voting powers, on any amendment affecting the
amendment provisions of the Restated Declaration,
on any amendment required by law or by the applicable Fund's registration
statement to be approved by shareholders, and on any amendment submitted to
shareholders by the Trustees. By allowing amendment of the Restated Declaration
without shareholder approval (except as noted above), the Restated Declaration
gives the Trustees the necessary authority to react quickly to future
contingencies.
4. Investment in Other Investment Companies. The Restated Declaration permits
each Fund to invest in other investment companies to the extent not prohibited
by the 1940 Act, and rules and regulations thereunder. Recent amendments to the
1940 Act permit mutual funds to invest their assets in one or more registered
investment companies so long as certain conditions are met. It is possible that
there could be additional amendments to the 1940 Act in the future which affect
mutual funds' ability to invest in other funds. An investment structure where a
fund invests all of its assets in a single investment company is sometimes
referred to as a " master/feeder" structure. An investment structure where a
fund invests its assets in more than one investment company is sometimes
referred to as a " fund of funds" structure. Both the master/feeder and fund of
funds structure attempt to achieve economies of scale and efficiencies in
portfolio management by consolidating portfolio management with other investment
companies, while permitting a fund to retain its own characteristics and
identity.
5. Redemption. The Restated Declaration permits the Trustees to cause the
involuntary redemption of a shareholder's shares at any time for any reason the
Trustees deem appropriate. The Existing Declarations permit the Trustees to
redeem shares only in certain limited circumstances. Under the Restated
Declaration, the Trustees will be able to cause a shareholder's shares to be
redeemed in order to eliminate small accounts for administrative efficiencies
and cost savings, to protect the tax status of a Fund if necessary, to cause a
money market fund to preserve a $1.00 net asset value, and to eliminate
ownership of shares by a particular shareholder when the Trustees determine,
pursuant to adopted policies, that the particular shareholder's ownership is not
in the best interests of the other shareholders of the applicable Fund (for
example, in the case of a market timer). The exercise of the power granted to
the Trustees under the Restated Declaration to involuntarily redeem shares is
subject to any applicable provisions under the 1940 Act or the rules adopted
thereunder. The staff of the Securities and Exchange Commission takes the
position that the 1940 Act prohibits involuntary redemptions; however, the staff
has granted enforcement no-action relief for involuntary redemptions in limited
circumstances.
ITEM 3 -- TO AMEND OR REMOVE CERTAIN FUNDAMENTAL INVESTMENT POLICIES OF THE
FUNDS.
Each Fund has adopted certain investment restrictions or policies that are "
fundamental," meaning that as a matter of law they cannot be changed without
shareholder approval. Over time, some Funds have adopted fundamental policies to
reflect certain regulatory, business or industry conditions. Changes in
applicable law now permit investment companies like the Funds to eliminate
certain of these policies. Each Fund's Board of Trustees, together with the
Fund's officers and MFS, have reviewed the Fund's current fundamental policies,
and have concluded that certain policies should be eliminated or revised based
on the development of new practices and changes in applicable law and to
facilitate administration of the Fund. The revised policies do not affect the
investment objectives of the Funds, which remain unchanged. The Funds will
continue to be managed in accordance with the investment policies described in
the prospectus and in accordance with federal law. The revised policies would
give the Funds increased ability to engage in certain activities. The Trustees
may consider and adopt such non-fundamental investment policies for the Funds as
they determine to be appropriate and in the shareholders' best interests. The
Trustees do not anticipate that the revised policies, individually or in the
aggregate, will change to a material degree the level of investment risk
associated with an investment in any Fund.
A. Borrowing
Changes proposed for all Funds
B. Underwriting Securities
Changes proposed for all Funds
C. Issuance of Senior Securities
Changes proposed for all Funds
D. Lending of Money or Securities
Changes proposed for all Funds
E. Real Estate, Oil and Gas, Mineral Interests, and Commodities
Changes proposed for all Funds
F. Industry Concentration
Changes proposed for all Funds
G. Purchasing Securities on Margin -- Removal of Policy
Changes proposed for:
MFS Emerging Growth Fund
MFS Global Equity Fund
H. Short Sales -- Removal of Policy
Removal of policy proposed for:
MFS Emerging Growth Fund
MFS Global Equity Fund
I. Repurchase Agreements -- Removal of Policy
Removal of policy proposed for:
MFS Emerging Growth Fund
MFS Global Equity Fund
J. Transactions with Affiliates -- Removal of Policy
Removal of policy proposed for:
MFS Emerging Growth Fund
MFS Global Equity Fund
K. Securities of Other Investment Companies -- Removal of Policy
Removal of policy proposed for:
MFS Emerging Growth Fund
MFS Global Equity Fund
L. Options -- Removal of Policy
Removal of policy proposed for:
MFS Emerging Growth Fund
MFS Global Equity Fund
M. Investment for the Purpose of Exercising Control of Management-- Removal of
Policy
Removal of policy proposed for:
MFS Emerging Growth Fund
MFS Global Equity Fund
N. Investments in a Single Issuer-- Removal of Policy
Removal of policy proposed for:
MFS Emerging Growth Fund
MFS Global Equity Fund
ITEM 4 -- TO PPROVE A NEW INVESTMENT ADVISORY AGREEMENT WITH MASSACHUSETTS
FINANCIAL SERVICES COMPANY.
At the Meeting, you will be asked to approve a new Investment Advisory Agreement
between your Fund and MFS. The investment management fee payable by your Fund
will not increase or decrease if shareholders of your Fund approve the new
Investment Advisory Agreement. Currently, each Fund has a separate Investment
Advisory Agreement with MFS. These Investment
Advisory Agreements were entered into at various times over the past several
years, and their provisions differ. MFS has recommended that the funds that are
part of the same trust enter into one master investment advisory agreement that
covers all funds in that trust, and that the provisions of all of the Investment
Advisory Agreements be standardized and modernized. MFS believes that the
standardization and modernization of the Investment Advisory Agreements would
simplify the administration of the Funds and eliminate unnecessary duplication
of agreements among the Funds.
ITEM 5 -- TO RATIFY THE SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS.
At the Meeting, you will be asked to ratify the selection of accountants for
your Fund. It is intended that proxies not limited to the contrary will be voted
in favor of ratifying that selection. No change to any Fund's accountants is
being proposed. The Trustees, including a majority of the Trustees who are not "
interested persons" (within the meaning of the 1940 Act) of the Funds, have
selected Deloitte & Touche LLP (referred to as Deloitte & Touche) as independent
public accountants for the Emerging Growth Fund for its next fiscal year. The
Trustees, including a majority of the Trustees who are not " interested persons"
(within the meaning of the 1940 Act) of the Funds, have selected Ernst & Young
LLP (referred to as Ernst & Young) as independent public accountants for the
Global Equity Fund and Strategic Growth Fund for their next fiscal year.
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)Strategic Growth Fund; MFS(R)Series Trust II (File Nos. 33-7637 and
811-4775) on behalf of MFS(R)Emerging Growth Fund; MFS(R)Series Trust VI (File
Nos. 33-34502 and 811-6102) on behalf of MFS(R)Global Equity 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:
--------------------------------------------------------------------------------
(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):
--------------------------------------------------------------------------------
(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:
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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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[GRAPHIC OMITTED]
MFS INVESTMENT MANAGEMENT
500 BOYLSTON STREET, BOSTON, MASSACHUSETTS 2116-3741
(617) 954-5000
October 3, 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)Strategic Growth Fund; MFS(R)Series Trust II (File Nos. 33-7637
and 811-4775) on behalf of MFS(R)Emerging Growth Fund; MFS(R)Series
Trust VI (File Nos. 33-34502 and 811-6102) on behalf of MFS(R)Global
Equity 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 sent to Japanese shareholders of the above-mentioned funds with
respect to Special Meetings of Shareholders of the Trusts, to be held in October
and November. These materials have been amended to incorporate Securities and
Exchange Commission comments received on September 26, 2001.
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