SCHEDULE 14A INFORMATION
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 [ ]

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CHECK THE APPROPRIATE BOX:
[X] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12

Massachusetts Investors Growth Stock Fund
MFS Series Trust IX
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(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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:

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DRAFT: JANUARY 11, 2005

MASSACHUSETTS INVESTORS GROWTH STOCK FUND MFS(R) INTERNATIONAL VALUE FUND
MASSACHUSETTS INVESTORS TRUST MFS(R) LARGE CAP GROWTH FUND
MFS(R) AGGRESSIVE GROWTH ALLOCATION FUND MFS(R) LIMITED MATURITY FUND
MFS(R) ALABAMA MUNICIPAL BOND FUND MFS(R) MANAGED SECTORS FUND
MFS(R) ARKANSAS MUNICIPAL BOND FUND MFS(R) MARYLAND MUNICIPAL BOND FUND
MFS(R) BOND FUND MFS(R) MASSACHUSETTS MUNICIPAL BOND FUND
MFS(R) CALIFORNIA MUNICIPAL BOND FUND MFS(R) MID CAP GROWTH FUND
MFS(R) CAPITAL OPPORTUNITIES FUND MFS(R) MID CAP VALUE FUND
MFS(R) CASH RESERVE FUND MFS(R) MISSISSIPPI MUNICIPAL BOND FUND
MFS(R) CONSERVATIVE ALLOCATION FUND MFS(R) MODERATE ALLOCATION FUND
MFS(R) CORE EQUITY FUND MFS(R) MONEY MARKET FUND
MFS(R) CORE GROWTH FUND MFS(R) MUNICIPAL BOND FUND
MFS(R) EMERGING GROWTH FUND MFS(R) MUNICIPAL HIGH INCOME FUND
MFS(R) EMERGING MARKETS DEBT FUND MFS(R) MUNICIPAL INCOME FUND
MFS(R) EMERGING MARKETS EQUITY FUND MFS(R) MUNICIPAL LIMITED MATURITY FUND
[MFS(R) EMERGING OPPORTUNITIES FUND] MFS(R) NEW DISCOVERY FUND
MFS(R) FLOATING RATE HIGH INCOME FUND MFS(R) NEW ENDEAVOR FUND
MFS(R) FLORIDA MUNICIPAL BOND FUND MFS(R) NEW YORK MUNICIPAL BOND FUND
[MFS(R) GEMINI U.K. FUND] MFS(R) NORTH CAROLINA MUNICIPAL BOND FUND
MFS(R) GEORGIA MUNICIPAL BOND FUND MFS(R) PENNSYLVANIA MUNICIPAL BOND FUND
MFS(R) GLOBAL EQUITY FUND MFS(R) RESEARCH BOND FUND
MFS(R) GLOBAL GROWTH FUND MFS(R) RESEARCH BOND FUND J
MFS(R) GLOBAL TOTAL RETURN FUND MFS(R) RESEARCH FUND
[MFS(R) GLOBAL VALUE FUND] MFS(R) RESEARCH INTERNATIONAL FUND
MFS(R)GOVERNMENT LIMITED MATURITY FUND MFS(R) SOUTH CAROLINA MUNICIPAL BOND FUND
MFS(R)GOVERNMENT MONEY MARKET FUND MFS(R) STRATEGIC GROWTH FUND
MFS(R)GOVERNMENT SECURITIES FUND MFS(R) STRATEGIC INCOME FUND
MFS(R) GROWTH ALLOCATION FUND MFS(R) STRATEGIC VALUE FUND
MFS(R) GROWTH OPPORTUNITIES FUND [MFS(R) TAX MANAGED EQUITY FUND]
MFS(R) HIGH INCOME FUND MFS(R) TECHNOLOGY FUND
MFS(R) HIGH YIELD OPPORTUNITIES FUND MFS(R) TENNESSEE MUNICIPAL BOND FUND
MFS(R) INFLATION-ADJUSTED BOND FUND MFS(R) TOTAL RETURN FUND
MFS(R) INTERMEDIATE INVESTMENT GRADE BOND FUND MFS(R) UNION STANDARD EQUITY FUND
MFS(R) INTERNATIONAL DIVERSIFICATION FUND MFS(R) UTILITIES FUND
MFS(R) INTERNATIONAL GROWTH FUND MFS(R) VALUE FUND
MFS(R) INTERNATIONAL NEW DISCOVERY FUND MFS(R) VIRGINIA MUNICIPAL BOND FUND
MFS(R) WEST VIRGINIA MUNICIPAL BOND FUND

500 Boylston Street, Boston, Massachusetts 02116

Notice of a Special Meeting of Shareholders
To be held on March 23, 2005

A Special Meeting of Shareholders of each of the above referenced funds (each a
"Fund" and collectively, the "Funds") will be held at 500 Boylston Street,
Boston, Massachusetts 02116, at 9:30 a.m. on Wednesday, March 23, 2005, for the
following purposes:

ITEM 1. To elect Lawrence H. Cohn, M.D., David H. Gunning, William R. Gutow,
Michael Hegarty, J. Atwood Ives, Amy B. Lane, Robert J. Manning,
Lawrence T. Perera, Robert C. Pozen, J. Dale Sherratt and Laurie J.
Thomsen as Trustees of each of the trusts of which the Funds are
series.

ITEM 2. For Massachusetts Investors Growth Stock Fund only, to approve or
disapprove a proposal to make non-fundamental an investment policy of
the Fund.

ITEM 3. For MFS Municipal Limited Maturity Fund only, to approve or
disapprove a proposal to revise a fundamental policy of the Fund.

ITEM 4. To transact such other business as may properly come before the
Meeting and any adjournments thereof.

Each Fund will hold a separate meeting. With respect to Item 1, all of the
shareholders of Funds that are series of the same trust will vote together as a
single class. With respect to Item 2 and Item 3, shareholders of only the Funds
indicated will vote.

THE TRUSTEES THAT OVERSEE YOUR FUND RECOMMEND
THAT YOU VOTE IN FAVOR OF ALL ITEMS.

Only a Fund's shareholders of record on January 18, 2005 will be entitled to
vote at that Fund's Meeting of Shareholders.

By order of the Board of Trustees

JAMES R. BORDEWICK, JR.
Assistant Secretary and Assistant Clerk

February 3, 2005

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

Proxy Statement
February 3, 2005

This Proxy Statement is furnished in connection with the solicitation of proxies
by and on behalf of the Board of Trustees (the "Board") of Massachusetts
Investors Growth Stock Fund, Massachusetts Investors Trust, 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 Municipal Series Trust,
MFS Government Limited Maturity Fund, MFS Government Securities Fund and MFS
Growth Opportunities Fund (each a "Trust" and collectively, the "Trusts") to be
used at the Meeting of Shareholders (collectively, the "Meeting") of each fund
that is a series of one of the Trusts (each a "Fund" and collectively, the
"Funds") to be held at 9:30 a.m. on March 23, 2005 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 nevertheless may be revoked prior to its
exercise by a signed writing filed with the proxy tabulation agent, Management
Information Services Corporation ("MIS"), 60 Research Road, Hingham,
Massachusetts 02043, or delivered at the Meeting.

On January 18, 2005, the following number of shares were outstanding for each
Fund:

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FUND NAME SHARES OUTSTANDING
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CLASS CLASS CLASS CLASS CLASS CLASS CLASS CLASS CLASS CLASS
A B C I J 529A 529B 529C R1 R2
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Massachusetts Investors
Growth Stock Fund
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Massachusetts Investors N/A
Trust
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MFS Aggressive Growth N/A
Allocation Fund
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MFS Alabama Municipal N/A N/A N/A N/A N/A N/A N/A N/A
Bond Fund
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MFS Arkansas Municipal N/A N/A N/A N/A N/A N/A N/A N/A
Bond Fund
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MFS Bond Fund N/A
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MFS California Municipal N/A N/A N/A N/A N/A N/A N/A
Bond Fund
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MFS Capital Opportunities N/A
Fund
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MFS Cash Reserve Fund N/A N/A N/A N/A
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MFS Conservative N/A
Allocation Fund
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MFS Core Equity Fund N/A N/A N/A N/A
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MFS Core Growth Fund N/A N/A N/A N/A
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MFS Emerging Growth Fund N/A
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MFS Emerging Markets Debt N/A N/A N/A N/A N/A N/A
Fund
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MFS Emerging Markets N/A N/A N/A N/A N/A N/A
Equity Fund
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[MFS Emerging N/A N/A N/A N/A N/A N/A
Opportunities Fund]
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MFS Floating Rate High N/A N/A N/A N/A N/A N/A
Income Fund
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MFS Florida Municipal N/A N/A N/A N/A N/A N/A N/A N/A
Bond Fund
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[MFS Gemini U.K. Fund] N/A N/A N/A N/A N/A N/A
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MFS Georgia Municipal N/A N/A N/A N/A N/A N/A N/A N/A
Bond Fund
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MFS Global Equity Fund N/A N/A N/A
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MFS Global Growth Fund N/A N/A N/A N/A
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MFS Global Total Return N/A N/A N/A N/A
Fund
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[MFS Global Value Fund] N/A N/A N/A N/A N/A N/A
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MFS Government Limited N/A N/A N/A N/A N/A N/A
Maturity Fund
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MFS Government Money N/A N/A N/A N/A N/A N/A N/A N/A N/A
Market Fund
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MFS Government Securities N/A
Fund
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MFS Growth Allocation Fund N/A
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MFS Growth Opportunities N/A N/A N/A N/A N/A N/A N/A
Fund
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MFS High Income Fund N/A
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MFS High Yield
Opportunities Fund
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MFS Inflation-Adjusted N/A
Bond Fund
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MFS Intermediate
Investment Grade Bond Fund
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MFS International N/A
Diversification Fund
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MFS International Growth N/A N/A N/A N/A N/A N/A
Fund
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MFS International New N/A
Discovery Fund
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MFS International Value N/A N/A N/A N/A N/A N/A
Fund
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MFS Large Cap Growth Fund N/A N/A N/A N/A N/A N/A N/A
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MFS Limited Maturity Fund N/A
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MFS Managed Sectors Fund N/A
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MFS Maryland Municipal N/A N/A N/A N/A N/A N/A N/A N/A
Bond Fund
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MFS Massachusetts N/A N/A N/A N/A N/A N/A N/A N/A
Municipal Bond Fund
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MFS Mid Cap Growth Fund N/A
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MFS Mid Cap Value Fund N/A
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MFS Mississippi Municipal N/A N/A N/A N/A N/A N/A N/A N/A
Bond Fund
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MFS Moderate Allocation N/A
Fund
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MFS Money Market Fund N/A N/A N/A N/A N/A N/A N/A N/A N/A
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MFS Municipal Bond Fund N/A N/A N/A N/A N/A N/A N/A N/A
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MFS Municipal High Income N/A N/A N/A N/A N/A N/A N/A
Fund
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MFS Municipal Income Fund N/A N/A N/A N/A N/A N/A N/A
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MFS Municipal Limited N/A N/A N/A N/A N/A N/A N/A
Maturity Fund
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MFS New Discovery Fund N/A
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MFS New Endeavor Fund N/A N/A N/A N/A
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MFS New York Municipal N/A N/A N/A N/A N/A N/A N/A
Bond Fund
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MFS North Carolina N/A N/A N/A N/A N/A N/A N/A
Municipal Bond Fund
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MFS Pennsylvania N/A N/A N/A N/A N/A N/A N/A N/A
Municipal Bond Fund
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MFS Research Bond Fund N/A
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MFS Research Bond Fund J N/A N/A N/A N/A N/A N/A N/A
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MFS Research Fund N/A
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MFS Research N/A
International Fund
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MFS South Carolina N/A N/A N/A N/A N/A N/A N/A N/A
Municipal Bond Fund
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MFS Strategic Growth Fund N/A N/A N/A N/A
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MFS Strategic Income Fund N/A N/A N/A N/A N/A N/A
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MFS Strategic Value Fund N/A
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[MFS Tax-Managed Equity N/A N/A N/A N/A N/A N/A
Fund]
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MFS Technology Fund
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MFS Tennessee Municipal N/A N/A N/A N/A N/A N/A N/A N/A
Bond Fund
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MFS Total Return Fund N/A
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MFS Union Standard Equity N/A N/A N/A N/A N/A N/A
Fund
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MFS Utilities Fund N/A N/A N/A N/A
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MFS Value Fund N/A
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MFS Virginia Municipal N/A N/A N/A N/A N/A N/A N/A
Bond Fund
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MFS West Virginia N/A N/A N/A N/A N/A N/A N/A N/A
Municipal Bond Fund
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Shareholders of record at the close of business on January 18, 2005 will be entitled to one vote for each dollar of net
asset value held on that date.

The following is a list of the proposals for which the Funds are soliciting proxies, and the Funds that are affected by
such proposals:

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PROPOSAL AFFECTED FUNDS
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Item 1: To elect Lawrence H. Cohn, M.D., David H. Gunning, William R. Gutow, All Funds
Michael Hegarty, J. Atwood Ives, Amy B. Lane, Robert J. Manning,
Lawrence T. Perera, Robert C. Pozen, J. Dale Sherratt and Laurie J.
Thomsen as Trustees of each of the Trusts.
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Item 2: To approve or disapprove a proposal to make non-fundamental an Massachusetts Investors Growth
investment policy of Massachusetts Investors Growth Stock Fund. Stock Fund
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Item 3: To revise a fundamental investment policy of MFS Municipal Limited MFS Municipal Limited Maturity
Maturity Fund. Fund
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With respect to Item 1, each Trust will vote separately. This means that for
each Trust, the votes of shareholders of all Funds that are series of that Trust
will be voted together as a single class. With respect to Items 2 and 3, for
each proposal, only the shareholders of the Fund affected will vote.

Shareholders have the opportunity to submit their voting instructions via the
Internet by using a program provided by a third-party vendor retained by their
Fund, by automated telephone service or by mail using the enclosed proxy card.

The mailing address of each Trust and of each Fund is 500 Boylston Street,
Boston, Massachusetts 02116. Solicitation of proxies is being made by the
mailing of the Notice and this Proxy Statement with its enclosures on or about
February 3, 2005. In addition to soliciting proxies by mail, the Trustees of the
Trusts and employees of Massachusetts Financial Services Company ("MFS"), the
Funds' investment adviser and administrator, may solicit proxies in person or by
telephone. Solely in connection with Item 2 and Item 3, Massachusetts Investors
Growth Stock Fund ("MIG") and MFS Municipal Limited Maturity Fund ("MML") have
retained at their own expense Georgeson Shareholders Communications, Inc., 17
State Street, New York, New York 10004, to aid in the solicitation of
instructions for registered and nominee accounts, for a fee expected not to
exceed $470,000 and $32,000 (MML) plus reasonable out-of-pocket expenses for
mailing. The expenses of the preparation of proxy statements and related
materials, including printing and delivery costs, are borne by the Funds.

A copy of each Fund's most recent annual report and semi-annual report may be
obtained without charge by contacting MFS Service Center, Inc., each Fund's
transfer and shareholder servicing agent (the "Shareholder Servicing Agent"), at
500 Boylston Street, Boston, Massachusetts 02116, or by telephoning toll-free
(800) 637-2304.

ITEM 1 - ELECTION OF TRUSTEES

The Board, which oversees each Fund, provides broad supervision over the affairs
of each Fund. MFS is responsible for the investment management of each Fund's
assets and for providing a variety of other administrative services to each
Fund. The officers of each Fund are responsible for its operations.

The Board has fixed the number of Trustees of each Trust at eleven. 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 the Funds or of MFS. Those Trustees who are not
"interested persons" of the Funds 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 their election.

The Funds do not hold annual shareholder meetings for the purpose of electing
Trustees, and Trustees are not elected for fixed terms. This means that each
Trustee will be elected to hold office until his or her successor is chosen and
qualified or until his or her earlier death, resignation, retirement or removal.
It is intended that proxies not limited to the contrary will be voted in favor
of electing Lawrence H. Cohn, M.D., David H. Gunning, William R. Gutow, Michael
Hegarty, J. Atwood Ives, Amy B. Lane, Robert J. Manning, Lawrence T. Perera,
Robert C. Pozen, J. Dale Sherratt and Laurie J. Thomsen as Trustees of each
Trust.

Dr. Cohn, Messrs. Gunning, Gutow, Hegarty, Ives, Perera and Sherratt and Ms.
Lane currently are Trustees of each Trust. Messrs. Manning and Pozen and Ms.
Thomsen currently are not Trustees of any Trust, although Messrs. Manning and
Pozen previously served as Trustees of the Trusts. Effective December 16, 2004,
Messrs. Manning and Pozen and Ms. Thomsen were appointed by the Board as
"Advisory Trustees" and were nominated by the Board to be elected as Trustees by
shareholders. As Advisory Trustees, they attend meetings (or portions thereof)
of the Board or Committees of the Board at the invitation of the Trustees and
provide such advice and consultation as the Trustees may reasonably request.
Effective December 16, 2004, Mr. Hegarty was appointed as a Trustee by the
Board.

Independent Trustees recommended Mr. Hegarty and Ms. Thomsen for the position of
Trustee, and MFS recommended Messrs. Manning and Pozen for the position of
Trustee.

Each nominee has agreed to serve as a Trustee of each 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 eleven for a Trust. Under the terms of each Trust's
retirement policy, the Trustees have a mandatory retirement age of 73 years. For
each Trust, the eleven nominees for election as Trustees who receive the
greatest number of shareholder votes will be elected as Trustees of the Trust.

The following table presents certain information regarding the nominees and the
current Trustees of each Trust who are standing for reelection, 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.

PRINCIPAL OCCUPATION(S) AND
POSITION(S) HELD OTHER DIRECTORSHIPS(2) DURING
NAME, DATE OF BIRTH WITH TRUST (1) LENGTH OF SERVICE THE PAST FIVE YEARS
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INTERESTED TRUSTEE NOMINEES

Robert J. Manning* Advisory Trustee Since December 2004 Massachusetts Financial
(born 10/20/63) and President (Advisory Trustee); Services Company, Chief
Since February 2004 Executive Officer, President,
(President); February- Chief Investment Officer and
December 2004 (Trustee) Director

Robert C. Pozen* Advisory Trustee Since December 2004 Massachusetts Financial
(born 08/08/46) (Advisory Trustee); Services Company, Chairman
February-December 2004 (since February 2004); Harvard
(Trustee) Law School (education), John
Olin Visiting Professor
(since July 2002); Secretary
of Economic Affairs, The
Commonwealth of
Massachusetts (January 2002
to December 2002); Fidelity
Investments, Vice Chairman
(June 2000 to December
2001); Fidelity Management &
Research Company (investment
adviser), President (March
1997 to July 2001); The Bank
of New York (financial
services), Director; Bell
Canada Enterprises
(telecommunications),
Director; Medtronic, Inc.
(medical technology),
Director; Telesat (satellite
communications), Director

INDEPENDENT TRUSTEE NOMINEES

Lawrence H. Cohn, M.D. Trustee Since August 1993 Brigham and Women's Hospital,
(born 03/11/37) Chief of Cardiac Surgery;
Harvard Medical School,
Professor of Surgery

David H. Gunning Trustee Since January 1994 Cleveland-Cliffs Inc. (mining
(born 05/30/42) products and service
provider), Vice Chairman/
Director (since April 2001);
Encinitos Ventures (private
investment company), Principal
(1997 to April 2001); Lincoln
Electric Holdings, Inc.
(welding equipment
manufacturer), Director
- --------------------------------------------------------------------------------------------------------------------------

William R. Gutow Trustee Since December 1993 Private investor and real
(born 09/27/41) estate consultant; Capitol
Entertainment Management
Company (video franchise),
Vice Chairman

Michael Hegarty Trustee Since December 2004 Retired; AXA Financial (financial
(born 12/21/44) services and insurance), Vice
Chairman and Chief Operating
Officer (until May 2001);
The Equitable Life Assurance
Society (insurance),
President and Chief
Operating Officer (until May
2001)
- --------------------------------------------------------------------------------------------------------------------------
J. Atwood Ives Trustee and Chair Since February 1992 Private investor; Eastern
(born 05/01/36) of the Trustees Enterprises (diversified services
company), Chairman, Trustee
Chief Executive Officer
(until November 2000)
- --------------------------------------------------------------------------------------------------------------------------

Amy B. Lane Trustee Since January 2004 Retired; Merrill Lynch & Co.,
(born 02/08/53) Inc., Managing Director,
Investment Banking Group
(1997 to February 2001); Borders
Group, Inc. (book and music
retailer), Director; Federal
Realty Investment Trust (real
estate investment trust),
Trustee

Lawrence T. Perera Trustee Since July 1981 Hemenway & Barnes(attorneys),
(born 06/23/35) Partner
- --------------------------------------------------------------------------------------------------------------------------

J. Dale Sherratt Trustee Since August 1993 Insight Resources, Inc.
(born 09/23/38) (acquisition planning
specialists), President;
Wellfleet Investments
(investor in health care
companies), Managing General
Partner; Cambridge
Nutraceuticals (professional
nutritional products), Chief
Executive Officer (until May
2001)

- --------------------------------------------------------------------------------------------------------------------------
Laurie J. Thomsen Advisory Trustee Since December 2004 Private investor; Prism Venture
(born 08/05/57) Partners (venture capital), Co-
founder and General Partner
(until June 2004); St. Paul
Travelers Companies
(commercial property
liability insurance),
Director
- --------------------------------------------------------------------------------------------------------------------------
(1) Each current Trustee has served continuously since appointment. Messrs. Manning and Pozen, who are not currently
Trustees of any Trust, served as Trustees from February to December 2004 and voluntarily resigned effective December
15, 2004 so that the composition of the Board would comply with the 1940 Act requirement that certain minimum
percentages of Trustees be elected by Trust shareholders following the appointment by the Trustees of Mr. Hegarty as an
Independent Trustee on December 16, 2004.
(2) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., "public
companies").
* "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 current Trustee listed above serves as a board member of 99 funds within
the MFS Family of Funds. The address of each Trustee and of each Advisory
Trustee is c/o MFS, 500 Boylston Street, Boston, Massachusetts 02116.

Information about each Fund, including information about its investment adviser,
principal underwriter and administrator, independent registered public
accounting firm, executive officers, and the interests of certain persons
appears under "Fund Information" beginning on page 32.

REQUIRED VOTE
For each Trust, approval of this matter as to any nominee will require the
affirmative vote of a plurality of the Trust's outstanding shares voting at the
Meeting in person or by proxy. Shareholders of all Funds of each Trust will vote
together as a single class on this Item 1.

THE TRUSTEES OF THE TRUSTS UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF THE
FUNDS VOTE TO ELECT EACH OF THE NOMINEES AS TRUSTEES OF EACH TRUST.

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

NUMBER OF
MEETINGS
IN LAST
NAME OF COMMITTEE FISCAL YEAR FUNCTIONS CURRENT MEMBERS(1)
- ---------------------------------------------------------------------------------------------------------------------------

AUDIT COMMITTEE 7 Oversees the accounting and Ives*, Lane* and Sherratt*
auditing procedures of the Trust
and, among other things, considers
the selection of the Independent
Registered Public Accounting Firm
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
the periodic review and approval
of the Trust's custodial, transfer
agency and administrative service
fee arrangements, as well as 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.

COMPLIANCE AN 12 Oversees the development and Cohn*, Gunning*, Gutow*,
GOVERNANCE implementation of the Trust's Hegarty*, Ives* (ex-officio
COMMITTEE regulatory and fiduciary compliance member) and Sherratt*
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 reports directly to the
Committee and 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.

CONTRACTS 2 Requests, reviews and considers the All Independent
REVIEW information deemed reasonably Trustees of the Board
COMMITTEE necessary to evaluate the terms of (Cohn, Gunning, Gutow,
the investment advisory and Hegarty, Ives, Lane, Pereea
principal underwriting agreements Sherrat and Smith)
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.

NOMINATION AND 1 Recommends qualified candidates to All Independent
COMPENSATION the Board in the event that a Trustees of the Board
COMMITTEE position is vacated or created. The (Cohn, Gunning, Gutow, Hegarty,
Committee will consider Ives, Lane, Perera, Sherratt and
recommendations by shareholders when Smith)
a vacancy exists. Shareholders wishing to
recommend candidates for Trustee for
consideration by the Committee may do
so in 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 of 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.

PORTFOLIO 6 Oversees the policies, procedures, Cohn*, Gunning*, Gutow*,
TRADING AND and practices of the Trust with Hegarty*, Ives* (ex-officio
MARKETING respect to brokerage transactions member), Perera* and Smith*
REVIEW involving portfolio securities as
COMMITTEE those policies, procedures and
practices are carried out by MFS
and its affiliates. The Committee
also oversees the administration
of the Trust's proxy voting
policies and procedures by MFS. In
addition, the Committee receives
reports from MFS regarding the
policies, procedures and practices
of MFS and its affiliates in
connection with their marketing
and distribution of shares of the
Trust.

PRICING 6 Oversees the determination of the Ives* (ex-officio
COMMITTEE value of the portfolio securities member), Lane*, Perera* and
and other assets held by the Trust Smith*
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.
- ---------------------------------------------------------------------------------------------------------------------------

(1) The Funds have different fiscal year ends. As a result, information about the number of meetings of each committee is
provided for the calendar year ended December 31, 2004.

(2) Information about each committee member (other than Ms. Smith, who is not standing for reelection) is set forth above
on pages 5 and 6.

* Independent Trustees.

The Board of Trustees of the Trusts held nine meetings during the calendar year
ended December 31, 2004.

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
Trusts currently do not maintain a website on which the charter is available.

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) an assessment of the
candidate's ability, judgment and expertise; (vi) overall diversity of the
composition of the Board and (vii) such other factors as the Committee deems
appropriate. The Nomination and Compensation Committee may consider candidates
for trustee recommended by each Trust's current Trustees, officers or
shareholders or by MFS or any other source deemed appropriate by the Nomination
and Compensation Committee. The Nomination and Compensation Committee may, but
is not required to, retain a third-party search firm at the applicable Trust's
expense to identify potential candidates.

The Nomination and Compensation Committee will review and consider nominees
recommended by shareholders to serve as trustee, provided that the recommending
shareholder follows the Procedures for Shareholders to Submit Nominee
Candidates, which are set forth as Appendix B to the Trusts' 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. Please refer to Exhibit 1 for details.

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 a Trust.

SHARE OWNERSHIP
As of January 18, 2005, the Trustees and officers of each Trust as a whole owned
less than 1% of the outstanding shares of any class of any Fund.

The following table shows (i) the dollar range of equity securities beneficially
owned by each nominee and current Trustee (a) in each Trust and (b) on an
aggregate basis, in all MFS funds overseen, or to be overseen, by the Trustee
and (ii) the number of shares of each Trust owned by each nominee and current
Trustee and by the nominees, current Trustees and executive officers as a group,
as of January 18, 2005.

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

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
Massachusetts Investors Massachusetts Investors Trust
Growth Stock Fund

Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. D D
David H. Gunning N N
William R. Gutow C N
Michael Hegarty N N
J. Atwood Ives D D
Amy B. Lane N N
Lawrence T. Perera B C
J. Dale Sherratt N N
Elaine R. Smith C C
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Aggressive Growth MFS Alabama Municipal Bond Fund
Allocation Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustes/ Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N N
Amy B. Lane N N
Lawrence T. Perera N N
J. Dale Sherratt N N
Elaine R. Smith N N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Arkansas Municipal Bond Fund MFS Bond Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N D
Amy B. Lane N N
Lawrence T. Perera N B
J. Dale Sherratt N N
Elaine R. Smith N C
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS California Municipal MFS Capital Opportunities Fund
Bond Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N D
Amy B. Lane N N
Lawrence T. Perera N C
J. Dale Sherratt N N
Elaine R. Smith N C
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Cash Reserve Fund MFS Conservative Allocation Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. A N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N N
Amy B. Lane N N
Lawrence T. Perera N N
J. Dale Sherratt N N
Elaine R. Smith N N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Core Equity Fund MFS Core Growth Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. B N
David H. Gunning C N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N N
Amy B. Lane N N
Lawrence T. Perera N N
J. Dale Sherratt B N
Elaine R. Smith B N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Emerging Growth Fund MFS Emerging Markets Debt Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. B N
David H. Gunning N N
William R. Gutow C N
Michael Hegarty N N
J. Atwood Ives D N
Amy B. Lane N N
Lawrence T. Perera B N
J. Dale Sherratt B N
Elaine R. Smith B A
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Emerging Markets Equity Fund [MFS Emerging Opportunities Fund]
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N N
Amy B. Lane N N
Lawrence T. Perera A N
J. Dale Sherratt N N
Elaine R. Smith A N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Floating Rate High Income Fund MFS Florida Municipal Bond Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N N
Amy B. Lane N N
Lawrence T. Perera N N
J. Dale Sherratt N N
Elaine R. Smith N N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
[MFS Gemini U.K Fund] MFS Georgia Municipal Bond Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N N
Amy B. Lane N N
Lawrence T. Perera N N
J. Dale Sherratt N N
Elaine R. Smith N N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Global Equity Fund MFS Global Growth Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. D B
David H. Gunning C N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N N
Amy B. Lane N N
Lawrence T. Perera N N
J. Dale Sherratt B B
Elaine R. Smith N N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Global Total Return Fund [MFS Global Value Fund]
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. B N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives D N
Amy B. Lane N N
Lawrence T. Perera N N
J. Dale Sherratt B N
Elaine R. Smith B N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Government Limited Maturity Fund MFS Government Money Market Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. A N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N B
Amy B. Lane N N
Lawrence T. Perera N N
J. Dale Sherratt B N
Elaine R. Smith N A
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Government Securities Fund MFS Growth Allocation Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives C N
Amy B. Lane N N
Lawrence T. Perera B N
J. Dale Sherratt N N
Elaine R. Smith B N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Growth Opportunities Fund MFS High Income Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives B B
Amy B. Lane N N
Lawrence T. Perera B B
J. Dale Sherratt N N
Elaine R. Smith B C
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS High Yield Opportunities Fund MFS Inflation-Adjusted Bond Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives A N
Amy B. Lane N N
Lawrence T. Perera A N
J. Dale Sherratt N N
Elaine R. Smith A N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Intermediate Investment MFS International
Grade Bond Fund Diversification Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N N
Amy B. Lane N N
Lawrence T. Perera N N
J. Dale Sherratt N N
Elaine R. Smith N N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS International Growth Fund MFS International New Discovery Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N N
David H. Gunning N C
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N A
Amy B. Lane N N
Lawrence T. Perera A A
J. Dale Sherratt N N
Elaine R. Smith B A
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS International Value Fund MFS Large Cap Growth Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N B
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N N
Amy B. Lane N N
Lawrence T. Perera N N
J. Dale Sherratt N B
Elaine R. Smith A N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Limited Maturity Fund MFS Managed Sectors Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N A
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives D N
Amy B. Lane N N
Lawrence T. Perera N N
J. Dale Sherratt B B
Elaine R. Smith B N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Maryland Municipal Bond Fund MFS Massachusetts Municipal Bond Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N D
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N N
Amy B. Lane N N
Lawrence T. Perera N N
J. Dale Sherratt N B
Elaine R. Smith N N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Mid Cap Growth Fund MFS Mid Cap Value Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives C A
Amy B. Lane N N
Lawrence T. Perera B N
J. Dale Sherratt N N
Elaine R. Smith A N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Mississippi Municipal MFS Moderate Allocation
Bond Fund Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N C
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N N
Amy B. Lane N N
Lawrence T. Perera N N
J. Dale Sherratt N N
Elaine R. Smith N B
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Money Market Fund MFS Municipal Bond Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives B B
Amy B. Lane N N
Lawrence T. Perera A A
J. Dale Sherratt N N
Elaine R. Smith A B
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Municipal High Income Fund MFS Municipal Income Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives B N
Amy B. Lane N N
Lawrence T. Perera A N
J. Dale Sherratt D N
Elaine R. Smith A N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Municipal Limited Maturity Fund MFS New Discovery Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives B N
Amy B. Lane N N
Lawrence T. Perera A N
J. Dale Sherratt N N
Elaine R. Smith B N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS New Endeavor Fund MFS New York Municipal Bond Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N N
Amy B. Lane N N
Lawrence T. Perera N N
J. Dale Sherratt N N
Elaine R. Smith N N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS North Carolina Municipal Bond Fund MFS Pennsylvania Municipal Bond Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N N
Amy B. Lane N N
Lawrence T. Perera N N
J. Dale Sherratt N N
Elaine R. Smith N N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Research Bond Fund MFS Research Bond Fund J
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N N
Amy B. Lane N N
Lawrence T. Perera N N
J. Dale Sherratt N N
Elaine R. Smith B N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Research Fund MFS Research International Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N B
David H. Gunning C N
William R. Gutow C N
Michael Hegarty N N
J. Atwood Ives D A
Amy B. Lane N N
Lawrence T. Perera C N
J. Dale Sherratt N B
Elaine R. Smith D A
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS South Carolina Municipal Bond Fund MFS Strategic Growth Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N B
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N N
Amy B. Lane N N
Lawrence T. Perera N N
J. Dale Sherratt N B
Elaine R. Smith N B
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Strategic Income Fund MFS Strategic Value Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. A N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives B N
Amy B. Lane N N
Lawrence T. Perera A N
J. Dale Sherratt B N
Elaine R. Smith C N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
[MFS Tax Managed Equity Fund] MFS Technology Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N B
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N N
Amy B. Lane N N
Lawrence T. Perera N N
J. Dale Sherratt N B
Elaine R. Smith N N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Tennessee Municipal Bond Fund MFS Total Return Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N D
David H. Gunning N D
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N D
Amy B. Lane N N
Lawrence T. Perera N C
J. Dale Sherratt N N
Elaine R. Smith N D
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Union Standard Equity Fund MFS Utilities Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N D
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N N
Amy B. Lane N N
Lawrence T. Perera N N
J. Dale Sherratt N B
Elaine R. Smith N N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND IN THE FUND
MFS Value Fund MFS Virginia Municipal Bond Fund
Interested Trustee Nominees
- -----------------------------
Robert J. Manning N N
Robert C. Pozen N N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. D N
David H. Gunning N N
William R. Gutow N N
Michael Hegarty N N
J. Atwood Ives N N
Amy B. Lane N N
Lawrence T. Perera N N
J. Dale Sherratt N N
Elaine R. Smith N N
Laurie J. Thomsen N N

AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES
NAME OF TRUSTEES IN THE FUND
MFS West Virginia
Municipal Bond Fund
Interested Trustee Nominees
- ---------------------------
Robert J. Manning N
Robert C. Pozen N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. N
David H. Gunning N
William R. Gutow N
Michael Hegarty N
J. Atwood Ives N
Amy B. Lane N
Lawrence T. Perera N
J. Dale Sherratt N
Elaine R. Smith N
Laurie J. Thomsen N

AGGREGATE DOLLAR RANGE OF
SECURITIES IN ALL MFS FUNDS
OVERSEEN OR TO BE OVERSEEN
NAME OF TRUSTEES BY THE TRUSTEE/NOMINEE
Interested Trustee Nominees
Robert J. Manning N
Robert C. Pozen N
Independent Trustees/Nominees
- -----------------------------
Lawrence H. Cohn, M.D. D
David H. Gunning D
William R. Gutow D
Michael Hegarty N
J. Atwood Ives D
Amy B. Lane A
Lawrence T. Perera D
J. Dale Sherratt D
Elaine R. Smith D
Laurie J. Thomsen N

SHAREHOLDER COMMUNICATIONS WITH THE BOARD
The Board of each Trust has adopted procedures by which shareholders may send
communications to the Board. Shareholders may mail written communications to the
Board to the attention of the Board, [Name of Fund], 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 MFS Fund to which they relate and (iii) identify the class and
number of shares held by the shareholder. The Funds' 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 Fund 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 a Trust or Fund, (ii) any
communication from an employee or agent of a Fund, 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 l4a-8 under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), or any communication made in
connection with such a proposal. Each Trust's Trustees are not required to
attend the Trust's shareholder meetings or to otherwise make themselves
available to shareholders for communications, other than pursuant to the
aforementioned procedures.

Each 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, 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.

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 2004. Interested Trustees receive no compensation from the Funds for their
services as Trustees. The table includes information for Mr. Ward Smith, who
passed away on August 15, 2004, Mr. Poorvu, who retired as a Trustee of each
Trust at the end of calendar year 2004, and Ms. Elaine Smith, who is not
standing for reelection.

NAME OF TRUSTEE(1) MASSACHUSETTS MASSACHUSETTS MFS AGGRESSIVE MFS ALABAMA
INVESTORS GROWTH INVESTORS TRUST GROWTH ALLOCATION MUNICIPAL BOND FUND
STOCK FUND FUND

Lawrence H. Cohn, M.D. $11,760.62 $9,548.36 $442.65 $332.06
David H. Gunning(2) $9,519.75 $9,548.36 $342.63 $65.98
William R. Gutow $11,760.62 $9,548.36 $442.65 $332.06
Michael Hegarty(3) $0 $1,018.55 $0 $0
J. Atwood Ives $19,680.84 $14,893.50 $452.01 $345.00
Amy B. Lane(2) $9,645.91 $9,624.64 $342.63 $65.98
Lawrence T. Perera $12,532.91 $9,929.84 $450.29 $344.38
William J. Poorvu $13,289.88 $10,387.59 $450.29 $344.38
J. Dale Sherratt $13,652.56 $10,692.48 $468.45 $335.74
Elaine R. Smith $12,391.21 $9,929.74 $448.83 $330.96
Ward Smith $11,828.88 $7,610.71 $445.49 $337.11

NAME OF TRUSTEE(1) MFS ARKANSAS MFS BOND FUND MFS CALIFORNIA MFS CAPITAL
MUNICIPAL BOND FUND MUNICIPAL BOND FUND OPPORTUNITIES FUND
Lawrence H. Cohn, M.D. $568.31 $3,442.37 $1,138.29 $5,062.30
David H. Gunning(2) $112.80 $776.06 $227.20 $4,003.17
William R. Gutow $568.31 $3,442.37 $1,138.29 $5,062.30
Michael Hegarty(3) $0 $0 $0 $0
J. Atwood Ives $586.99 $3,614.75 $1,199.47 $6,971.92
Amy B. Lane(2) $112.80 $776.06 $227.20 $4,033.48
Lawrence T. Perera $586.04 $3,604.92 $1,196.70 $5,254.18
William J. Poorvu $586.04 $3,604.92 $1,196.70 $5,436.10
J. Dale Sherratt $573.99 $3,530.84 $1,154.89 $5,516.98
Elaine R. Smith $566.61 $3,406.97 $1,133.31 $5,213.87
Ward Smith $572.12 $3,541.10 $1,179.81 $4,573.50

NAME OF TRUSTEE(1) MFS CASH RESERVE MFS CONSERVATIVE MFS CORE EQUITY FUND MFS CORE GROWTH FUND
FUND ALLOCATION FUND
Lawrence H. Cohn, M.D. $2,300.70 $577.74 $572.22 $1,915.74
David H. Gunning(2) $1,134.03 $344.10 $338.91 $1,137.75
William R. Gutow $2,300.70 $577.74 $572.22 $1,915.74
Michael Hegarty(3) $0 $0 $0 $0
J. Atwood Ives $2,703.34 $590.61 $666.05 $2,358.17
Amy B. Lane(2) $1,141.60 $344.10 $340.78 $1,146.56
Lawrence T. Perera $2,370.94 $588.62 $583.84 $1,971.34
William J. Poorvu $2,384.83 $588.62 $587.27 $1,987.50
J. Dale Sherratt $2,414.29 $607.64 $600.30 $2,047.96
Elaine R. Smith $2,341.09 $584.91 $582.21 $1,962.76
Ward Smith $2,463.24 $577.50 $599.92 $2,077.80

NAME OF TRUSTEE(1) MFS EMERGING GROWTH MFS EMERGING MARKETS MFS EMERGING MARKETS [MFS EMERGING
FUND DEBT FUND EQUITY FUND OPPORTUNITIES FUND]
Lawrence H. Cohn, M.D. $9,494.67 $142.83 $334.29 $0
David H. Gunning(2) $8,435.54 $84.48 $100.65 $0
William R. Gutow $9,494.67 $142.83 $334.29 $0
Michael Hegarty(3) $0 $0 $0 $0
J. Atwood Ives $13,112.32 $160.91 $341.85 $0
Amy B. Lane(2) $8,492.96 $84.86 $100.65 $0
Lawrence T. Perera $9,853.55 $144.21 $341.23 $0
William J. Poorvu $10,198.17 $144.91 $341.23 $0
J. Dale Sherratt $10,355.99 $148.51 $343.54 $0
Elaine R. Smith $9,781.79 $144.84 $336.51 $0
Ward Smith $8,306.08 $145.97 $330.63 $0

NAME OF TRUSTEE(1) MFS FLOATING RATE MFS FLORIDA MUNICIPAL [MFS GEMINI U.K FUND] MFS GEORGIA
HIGH INCOME FUND(4) BOND FUND MUNICIPAL BOND FUND
Lawrence H. Cohn, M.D. $0 $567.80 $0 $33.76
David H. Gunning(2) $0 $112.29 $0 $65.68
William R. Gutow $0 $568.80 $0 $331.76
Michael Hegarty(3) $0 $0 $0 $0
J. Atwood Ives $0 $582.19 $0 $341.46
Amy B. Lane(2) $0 $112.29 $0 $65.68
Lawrence T. Perera $0 $581.53 $0 $341.02
William J. Poorvu $0 $581.53 $0 $341.02
J. Dale Sherratt $0 $571.76 $0 $334.42
Elaine R. Smith $0 $566.61 $0 $330.96
Ward Smith $0 $565.85 $0 $332.38

NAME OF TRUSTEE(1) MFS GLOBAL EQUITY MFS GLOBAL GROWTH MFS GLOBAL TOTAL [MFS GLOBAL VALUE
FUND FUND RETURN FUND FUND]
Lawrence H. Cohn, M.D. $1,740.59 $1,049.57 $1,570.87 $0
David H. Gunning(2) $1,333.04 $805.14 $1,326.44 $0
William R. Gutow $1,740.59 $1,049.57 $1,570.87 $0
Michael Hegarty(3) $0 $0 $0 $0
J. Atwood Ives $2,137.79 $1,347.81 $1,895.03 $0
Amy B. Lane(2) $1,340.44 $810.61 $1,332.42 $0
Lawrence T. Perera $1,768.95 $1,071.07 $1,592.62 $0
William J. Poorvu $1,788.42 $1,085.67 $1,608.58 $0
J. Dale Sherratt $1,850.03 $1,131.66 $1,660.60 $0
Elaine R. Smith $1,777.05 $1,076.93 $1,600.79 $0
Ward Smith $1,639.32 $1,012.94 $1,438.87 $0

NAME OF TRUSTEE(1) MFS GOVERNMENT MFS GOVERNMENT MONEY MFS GOVERNMENT MFS GROWTH
LIMITED MATURITY MARKET FUND SECURITIES FUND ALLOCATION FUND
FUND
Lawrence H. Cohn, M.D. $1,700.48 $570.45 $2,833.35 $810.36
David H. Gunning(2) $1,700.48 $337.14 $0 $576.72
William R. Gutow $1,700.48 $570.45 $2,833.35 $810.36
Michael Hegarty(3) $185.22 $0 $0 $0
J. Atwood Ives $2,169.73 $639.26 $3,028.79 $831.09
Amy B. Lane(2) $1,707.18 $338.43 $0 $576.72
Lawrence T. Perera $1,733.95 $582.84 $3,020.63 $827.18
William J. Poorvu $1,774.15 $585.20 $3,020.63 $827.18
J. Dale Sherratt $1,800.92 $589.71 $2,833.35 $868.91
Elaine R. Smith $1,733.94 $577.31 $2,833.35 $824.43
Ward Smith $1,204.62 $589.11 $3,003.20 $815.60

NAME OF TRUSTEE(1) MFS GROWTH
OPPORTUNITIES FUND
Lawrence H. Cohn, M.D. $1,698.28
David H. Gunning(2) $1,698.28
William R. Gutow $1,698.28
Michael Hegarty(3) $85.22
J. Atwood Ives $2,137.01
Amy B. Lane(2) $1,704.54
Lawrence T. Perera $1,729.60
William J. Poorvu $1,729.60
J. Dale Sherratt $1,792.17
Elaine R. Smith $1,729.59
Ward Smith $1,193.73

NAME OF TRUSTEE(1) MFS HIGH INCOME MFS HIGH YIELD MFS MFS INTERMEDIATE
FUND OPPORTUNITIES FUND INFLATION-ADJUSTED INVESTMENT GRADE
Bond Fund Bond Fund
Lawrence H. Cohn, M.D. $2,555.57 $511.06 $0 $349.00
David H. Gunning(2) $0 $0 $0 $115.36
William R. Gutow $2,555.57 $511.06 $0 $349.00
Michael Hegarty(3) $0 $0 $0 $0
J. Atwood Ives $2,723.01 $531.46 $0 $357.36
Amy B. Lane(2) $0 $0 $0 $115.36
Lawrence T. Perera $2,723.01 $531.46 $0 $356.18
William J. Poorvu $2,723.01 $531.46 $0 $356.18
J. Dale Sherratt $2,555.57 $511.06 $0 $359.65
Elaine R. Smith $2,555.57 $511.06 $0 $344.74
Ward Smith $2,695.58 $519.48 $0 $347.18

NAME OF TRUSTEE(1) MFS INTERNATIONAL MFS INTERNATIONAL MFS INTERNATIONAL MFS INTERNATIONAL
DIVERSIFICATION GROWTH FUND NEW DISCOVERY FUND VALUE FUND
FUND(5)
Lawrence H. Cohn, M.D. $0 $334.11 $1,609.92 $403.83
David H. Gunning(2) $0 $100.47 $1,143.27 $170.19
William R. Gutow $0 $334.11 $1,609.92 $403.83
Michael Hegarty(3) $0 $0 $0 $0
J. Atwood Ives $0 $342.42 $2,121.96 $412.62
Amy B. Lane(2) $0 $100.47 $1,153.92 $170.19
Lawrence T. Perera $0 $341.84 $1,654.75 $411.97
William J. Poorvu $0 $341.84 $1,674.28 $411.97
J. Dale Sherratt $0 $342.81 $1,769.60 $413.68
Elaine R. Smith $0 $336.18 $1,666.67 $406.20
Ward Smith $0 $331.73 $1,787.59 $401.82

NAME OF TRUSTEE(1) MFS LARGE CAP MFS LIMITED MATURITY MFS MANAGED SECTORS MFS MARYLAND
GROWTH FUND FUND FUND MUNICIPAL BOND FUND
Lawrence H. Cohn, M.D. $1,159.21 $1,912.23 $1,141.08 $568.53
David H. Gunning(2) $914.78 $578.58 $674.43 $113.02
William R. Gutow $1,159.21 $1,912.23 $1,141.08 $568.53
Michael Hegarty(3) $0 $0 $0 $0
J. Atwood Ives $1,484.55 $1,999.17 $1,272.22 $591.00
Amy B. Lane(2) $919.96 $578.58 $677.02 $113.02
Lawrence T. Perera $1,191.05 $1,992.77 $1,158.68 $589.93
William J. Poorvu $1,222.13 $1,992.77 $1,163.43 $589.93
J. Dale Sherratt $1,236.89 $1,969.80 $1,179.88 $574.93
Elaine R. Smith $1,185.10 $1,889.21 $1,154.86 $566.61
Ward Smith $1,005.05 $1,960.88 $1,167.91 $577.74

NAME OF TRUSTEE(1) MFS MASSACHUSETTS MFS MID CAP GROWTH MFS MID CAP VALUE MFS MISSISSIPPI
MUNICIPAL BOND FUND FUND FUND MUNICIPAL BOND FUND
Lawrence H. Cohn, M.D. $1,136.39 $4,126.77 $910.23 $332.04
David H. Gunning(2) $225.30 $2,960.10 $676.92 $65.96
William R. Gutow $1,136.39 $4126.77 $910.23 $332.04
Michael Hegarty(3) $0 $0 $0 $0
J. Atwood Ives $1,172.34 $5,311.66 $1,076.20 $344.71
Amy B. Lane(2) $225.30 $2,983.90 $680.34 $65.96
Lawrence T. Perera $1,170.63 $4,267.19 $925.98 $344.11
William J. Poorvu $1,170.63 $4,310.82 $932.25 $344.11
J. Dale Sherratt $1,146.65 $4,483.74 $961.56 $335.64
Elaine R. Smith $1,133.31 $4,253.69 $928.49 $330.96
Ward Smith $1,142.25 $4,557.40 $948.74 $336.75

NAME OF TRUSTEE(1) MFS MODERATE MFS MONEY MARKET FUND MFS MUNICIPAL BOND MFS MUNICIPAL HIGH
ALLOCATION FUND FUND INCOME FUND
Lawrence H. Cohn, M.D. $981.42 $3,163.26 $2,877.48 $2,555.57
David H. Gunning(2) $581.46 $1,141.23 $1,710.81 $0
William R. Gutow $981.42 $3,163.26 $2,877.48 $2,555.57
Michael Hegarty(3) $0 $0 $0 $0
J. Atwood Ives $1,008.69 $3,726.81 $3,631.10 $2,733.57
Amy B. Lane(2) $581.46 $1,151.20 $1,725.52 $0
Lawrence T. Perera $1,003.91 $3,289.27 $2,985.68 $2,733.57
William J. Poorvu $1,003.91 $3,307.55 $3,012.65 $2,733.57
J. Dale Sherratt $1,053.07 $3,312.83 $3,098.08 $2,555.57
Elaine R. Smith $998.61 $3,216.45 $2,955.90 $2,555.57
Ward Smith $984.35 $3,450.93 $3,183.60 $2,711.50

NAME OF TRUSTEE(1) MFS MUNICIPAL MFS MUNICIPAL MFS NEW DISCOVERY MFS NEW ENDEAVOR
INCOME FUND LIMITED MATURITY FUND FUND FUND
Lawrence H. Cohn, M.D. $1,137.35 $1,028.42 $3,441.87 $395.61
David H. Gunning(2) $226.26 $228.44 $2,275.20 $337.26
William R. Gutow $1,137.35 $1,028.42 $3,441.87 $395.61
Michael Hegarty(3) $0 $0 $0 $0
J. Atwood Ives $1,186.34 $1,051.30 $4,324.05 $458.70
Amy B. Lane(2) $226.26 $228.44 $2,292.94 $338.58
Lawrence T. Perera $1,184.09 $1,049.57 $3,545.61 $400.82
William J. Poorvu $1,184.09 $1,049.57 $3,578.14 $403.24
J. Dale Sherratt $1,150.83 $1,043.99 $3,707.92 $415.41
Elaine R. Smith $1,133.31 $1,022.20 $3,536.45 $402.65
Ward Smith $1,161.71 $1,016.28 $3,756.82 $404.08

NAME OF TRUSTEE(1) MFS NEW YORK MFS NORTH CAROLINA MFS PENNSYLVANIA MFS RESEARCH BOND
MUNICIPAL BOND FUND MUNICIPAL BOND FUND MUNICIPAL BOND FUND FUND
Lawrence H. Cohn, M.D. $568.79 $1,137.73 $568.01 $1,187.60
David H. Gunning(2) $113.28 $226.64 $112.50 $387.62
William R. Gutow $568.79 $1,137.73 $568.01 $1,187.60
Michael Hegarty(3) $0 $0 $0 $0
J. Atwood Ives $593.12 $1,190.75 $582.68 $1,233.56
Amy B. Lane(2) $113.28 $226.64 $112.50 $387.62
Lawrence T. Perera $591.91 $1,188.30 $581.90 $1,228.79
William J. Poorvu $591.91 $1,188.30 $581.90 $1,228.79
J. Dale Sherratt $576.05 $1,152.47 $572.67 $1,230.56
Elaine R. Smith $566.61 $1,133.31 $566.61 $1,170.42
Ward Smith $580.56 $1,167.66 $566.20 $1,206.34

NAME OF TRUSTEE(1) MFS RESEARCH BOND MFS RESEARCH FUND MFS RESEARCH MFS SOUTH CAROLINA
FUND J INTERNATIONAL FUND MUNICIPAL BOND FUND
Lawrence H. Cohn, M.D. $515.30 $5,017.47 $2,169.81 $568.55
David H. Gunning(2) $115.34 $2,995.44 $1,703.16 $113.04
William R. Gutow $515.30 $5,017.47 $2,169.81 568.55
Michael Hegarty(3) $0 $0 $0 $0
J. Atwood Ives $527.20 $6,823.82 $2,762.61 $590.50
Amy B. Lane(2) $115.34 $3,031.02 $1,715.32 $113.04
Lawrence T. Perera $526.02 $5,262.38 $2,228.95 $589.42
William J. Poorvu $526.02 $5,327.61 $2,251.24 $589.42
J. Dale Sherratt $525.92 $5,551.17 $2,352.23 $575.01
Elaine R. Smith $511.06 $5,207.23 $2,234.68 $566.61
Ward Smith $509.48 $5,808.99 $2,358.19 $577.03

NAME OF TRUSTEE(1) MFS STRATEGIC MFS STRATEGIC INCOME MFS STRATEGIC VALUE [MFS TAX MANAGED
GROWTH FUND FUND FUND EQUITY FUND]
Lawrence H. Cohn, M.D. $3,444.27 $1,044.10 $2,481.75 $0
David H. Gunning(2) $2,277.60 $799.67 $1,703.76 $0
William R. Gutow $3,444.27 $1,044.10 $2,481.75 $0
Michael Hegarty(3) $0 $0 $0 $0
J. Atwood Ives $4,373.56 $1,283.43 $3,090.21 $0
Amy B. Lane(2) $2,296.14 $804.05 $1,716.12 $0
Lawrence T. Perera $3,559.94 $1,061.90 $2,547.93 $0
William J. Poorvu $3,593.93 $1,073.59 $2,570.58 $0
J. Dale Sherratt $3,722.37 $1,109.81 $2,667.08 $0
Elaine R. Smith $3,543.15 $1,066.01 $2,547.64 $0
Ward Smith $3,791.00 $984.61 $2,684.08 $0

NAME OF TRUSTEE(1) MFS TECHNOLOGY FUND MFS TENNESSEE MFS TOTAL RETURN FUND MFS UNION STANDARD
MUNICIPAL BOND FUND EQUITY FUND
Lawrence H. Cohn, M.D. $810.06 $568.21 $11,304.87 $143.01
David H. Gunning(2) $673.74 $112.70 $7,026.90 $84.66
William R. Gutow $810.06 $568.21 $11,304.87 $143.01
Michael Hegarty(3) $0 $0 $0 $0
J. Atwood Ives $925.22 $587.28 $17,323.55 $165.50
Amy B. Lane(2) $676.10 $112.70 $7,146.87 $85.10
Lawrence T. Perera $821.53 $586.39 $12,059.78 $146.15
William J. Poorvu $825.86 $586.39 $12,279.71 $146.95
J. Dale Sherratt $845.52 $573.55 $13,103.94 $149.60
Elaine R. Smith $822.68 $566.61 $11,944.54 $145.36
Ward Smith $823.79 $572.69 $14,071.85 $149.79

NAME OF TRUSTEE(1) MFS UTILITIES FUND] MFS VALUE FUND MFS VIRGINIA MFS WEST VIRGINIA
MUNICIPAL BOND FUND MUNICIPAL BOND FUND
Lawrence H. Cohn, M.D. $2,624.69 $8,333.88 $1,137.13 $568.35
David H. Gunning(2) $2,013.58 $6,311.85 $226.04 $112.84
William R. Gutow $2,624.69 $8,333.88 $1,137.13 $568.35
Michael Hegarty(3) $0 $0 $0 $0
J. Atwood Ives $3,377.30 $11,636.71 $1,182.29 $588.86
Amy B. Lane(2) $2,027.41 $6,378.70 $226.04 $112.84
Lawrence T. Perera $2,678.39 $8,703.21 $1,180.17 $587.89
William J. Poorvu $2,715.27 $8,825.77 $1,180.17 $587.89
J. Dale Sherratt $2,832.05 $9,336.52 $1,149.85 $574.15
Elaine R. Smith $2,693.82 $8,690.38 $1,133.31 $566.61
Ward Smith $2,535.23 $9,639.07 $1,155.98 $574.83

NAME OF TRUSTEE(1) TOTAL CASH COMPENSATION FROM FUND COMPLEX(6)
Lawrence H. Cohn, M.D. $196,098.20
David H. Gunning(2) $196,098.20
William R. Gutow $196,098.20
Michael Hegarty(3) $20,977.44
J. Atwood Ives $266,098.20
Amy B. Lane(2) $197,098.20
Lawrence T. Perera $201,098.20
William J. Poorvu $207,098.20
J. Dale Sherratt $211,098.20
Elaine R. Smith $201,098.20
Ward Smith $144,152.43

- --------------------------------------------------------------------------------------------------------------------------
(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. Gunning and Ms. Lane became Trustees on January 27, 2004.
(3) Mr. Hegarty became a Trustee on December 16, 2004.
(4) MFS Floating Rate High Income Fund has not yet completed a full year of operations; therefore, the compensation figures
are estimated for the Fund's current fiscal year, which will end July 31, 2005.
(5) MFS International Diversification Fund has not yet completed a full year of operations; therefore, the compensation
figures are estimated for the Fund's current fiscal year which will end May 31, 2005.
(6) For calendar year 2004. Trustees receiving compensation from each Trust served as Trustee of [109] funds within the MFS
Fund complex (having aggregate net assets at December 31, 2004 of approximately $[__] billion). This column does not
include fees in the amount of $[___] received by Ms. Thomsen from the Funds for her services as an Advisory Trustee.

Prior to December 31, 2001, each Trust had a retirement plan for Independent
Trustees and Trustees who were not officers of the Trust. Effective December 31,
2001, each Trust's retirement plan terminated, except with respect to those
Trustees who retired on or before that date. The remaining Trustees who were
previously covered under the retirement plan had their accrued benefits under
the plan "rolled-over" into a deferred compensation arrangement along with other
compensation to account for future benefits they would have received under the
retirement plan if it had continued for such Trustees.

ITEM 2 - PROPOSAL TO MAKE NON-FUNDAMENTAL AN INVESTMENT POLICY OF MASSACHUSETTS
INVESTORS GROWTH STOCK FUND

Massachusetts Investors Growth Stock Fund ("MIG") currently has a fundamental
investment policy that requires MIG to invest, except for working cash balances,
all of its assets in "common stocks and securities convertible into common
stocks" that MFS believes offer better than average prospects for long-term
growth. The Trustees have approved, and are recommending that shareholders
approve, a proposal to make this a "non-fundamental" investment policy that
could be revised in the future by the Trustees without the requirement of a
shareholder vote. If the proposal is approved by shareholders, the Trustees
intend to revise the policy at MFS' recommendation to permit MIG to invest in a
broader array of equity securities, such as preferred stock, that MFS believes
offer better than average prospects for growth. MIG's investment objective and
other fundamental investment policies will not be affected by the proposed
policy change.

The current investment policy is fundamental and is stated as follows:

"The fund invests its assets, except for working cash balances, in the
common stocks and securities convertible into common stocks of
companies which its investment adviser, Massachusetts Financial
Services Company (referred to as MFS or the adviser), believes offer
better than average prospects for long-term growth."

If this proposal is approved by shareholders (thereby making the policy
non-fundamental), the Trustees intend to revise the policy, at MFS'
recommendation, to read as follows:

"The fund invests, under normal market conditions, at least 80% of its
net assets in common stocks and related securities, such as preferred
stocks, convertible securities and depository receipts, which its
investment adviser, Massachusetts Financial Services Company (referred
to as MFS or the adviser), believes offer better than average prospects
for long-term growth."

MFS believes that the proposed revised investment policy would allow MIG's
portfolio managers greater flexibility in pursuing MIG's investment objective by
making available a broader array of equity securities. MFS believes that, over
time, this flexibility has the potential to better serve shareholder interests.
MFS does not anticipate that the proposed revised investment policy would
materially change the level of investment risk associated with an investment in
MIG. Making the policy non-fundamental would also give the Trustees the
flexibility to further revise the policy in the future without the time and
expense associated with additional proxy solicitations, although the Trustees
have no current intention to do so.

REQUIRED VOTE
Approval of this matter will require the vote of (i) 67 per centum or more of
the outstanding voting securities of MIG present at MIG's Meeting, if the
holders of more than 50 per centum of the outstanding voting securities of MIG
are present or represented by proxy or (ii) more than 50 per centum of the
outstanding voting securities of MIG, whichever is less.

THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF MIG VOTE TO APPROVE
THE PROPOSAL.

ITEM 3 - PROPOSAL TO REVISE A FUNDAMENTAL INVESTMENT POLICY OF MFS MUNICIPAL
LIMITED MATURITY FUND

MFS Municipal Limited Maturity Fund ("MML") currently has a fundamental
investment policy stating that MML invests, under normal market conditions, at
least 80% of its net assets in "securities and other investments with `limited'
maturities," the interest on which is exempt from federal income tax. MML has a
related non-fundamental investment policy stating that fixed income securities
with limited maturities include securities with remaining maturities of ten
years or less, and that, under normal market conditions, MML's dollar-weighted
average maturity will not exceed five years. Because MML seeks to provide
shareholders with tax-exempt income, its policy of investing in tax-exempt
securities must be fundamental, which means that it cannot be changed without
shareholder approval. MML is not required, however, to have a fundamental policy
with respect to the maturity of the bonds it holds. Therefore, the Trustees have
approved, and are recommending that shareholders approve, the revision of MML's
fundamental investment policy to remove the explicit reference to "`limited'
maturities." If the proposed revised fundamental investment policy is approved
by shareholders, the Trustees intend to revise the corresponding non-fundamental
investment policy explaining the concept of "limited" maturity. MML's investment
objective and other fundamental investment policies will not be affected by the
proposed changes.

The current fundamental investment policy is stated as follows:

"The fund invests, under normal market conditions, at least 80% of its
net assets in securities and other investments with `limited'
maturities, the interest on which is exempt from federal income tax."

The proposed revised fundamental investment policy would be stated as follows:

"The fund invests, under normal market conditions, at least 80% of its
net assets in securities and other investments, the interest on which
is exempt from federal income tax."

The current non-fundamental investment policy explaining the concept of
"limited" maturity is stated as follows:

"Fixed income securities with limited maturities include securities
with remaining maturities of 10 years or less. Under normal market
conditions, the fund's dollar-weighted average maturity will not exceed
5 years."

The revised non-fundamental investment policy would be stated as follows:

"Under normal market conditions, the fund's dollar-weighted average
maturity will not exceed 5 years."

Shareholders should understand that the value of MML's bond investments
typically changes as interest rates fluctuate. During periods of rising interest
rates, the values of bonds generally decline. Conversely, during periods of
falling interest rates, the values of bonds generally rise. This risk, also
called interest rate risk, is generally greater for funds investing in bonds
with longer maturities. Maturity refers to the length of a bond's term.
Dollar-weighted average maturity is the average of all the current maturities of
the individual bonds in a fund, taking into account the amount of the fund's
investment in each bond. The longer its dollar-weighted average maturity, the
more sensitive a fund will be to changes in interest rates, and the greater
potential for fluctuation in its share price.

MFS does not anticipate that the proposed changes to MML's investment policies
as described above will materially change the way MML is managed or the level of
risk associated with an investment in MML. Under the revised policies, MFS would
be able to purchase individual bonds with remaining maturities of greater than
10 years, which securities will be more sensitive to changes in interest rates.
MML's portfolio as a whole, however, will continue to have a dollar-weighted
average maturity that normally will not exceed 5 years. Therefore, MFS does not
anticipate that the change to MML's non-fundamental investment policy will
materially change the overall exposure of the portfolio to interest rate
changes.

REQUIRED VOTE
Approval of this matter will require the vote of (i) 67 per centum or more of
the outstanding voting securities of MML present at MML's Meeting, if the
holders of more than 50 per centum of the outstanding voting securities of MML
are present or represented by proxy or (ii) more than 50 per centum of the
outstanding voting securities of MML, whichever is less.

THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF MML VOTE TO APPROVE
THE PROPOSAL.

FUND INFORMATION

This section provides certain information about each Fund, including information
about its investment adviser, principal underwriter and administrator,
independent registered public accounting firm, executive officers and the
identity of persons holding more than 5% of the outstanding shares of any class
of any Fund.

INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND ADMINISTRATOR
Each Fund engages as its investment adviser and administrator MFS, a Delaware
corporation with offices at 500 Boylston Street, Boston, Massachusetts 02116.
Each Fund 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

FUND NAME INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FISCAL YEAR END

Massachusetts Investors Growth Stock Fund Ernst & Young LLP ("E&Y") November 30
Massachusetts Investors Trust Deloitte & Touche ("D&T") December 31
MFS Aggressive Growth Allocation Fund E&Y May 31
MFS Alabama Municipal Bond Fund D&T March 31
MFS Arkansas Municipal Bond Fund D&T March 31
MFS Bond Fund D&T April 30
MFS California Municipal Bond Fund D&T March 31
MFS Capital Opportunities Fund D&T November 30
MFS Cash Reserve Fund D&T August 31
MFS Conservative Growth Allocation Fund E&Y May 31
MFS Core Equity Fund E&Y August 31
MFS Core Growth Fund E&Y August 31
MFS Emerging Growth Fund D&T November 30
MFS Emerging Markets Debt Fund E&Y July 31
MFS Emerging Markets Equity Fund E&Y May 31
[MFS Emerging Opportunities Fund] E&Y April 30
MFS Floating Rate High Income Fund D&T July 31
MFS Florida Municipal Bond Fund D&T March 31
[MFS Gemini U.K. Fund] D&T May 31
MFS Georgia Municipal Bond Fund D&T March 31
MFS Global Equity Fund E&Y October 31
MFS Global Growth Fund D&T October 31
MFS Global Total Return Fund E&Y October 31
[MFS Global Value Fund] E&Y July 31
MFS Government Limited Maturity Fund E&Y December 31
MFS Government Money Market Fund D&T August 31
MFS Government Securities Fund D&T February 28
MFS Growth Allocation Fund E&Y May 31
MFS Growth Opportunities Fund D&T December 31
MFS High Income Fund D&T January 31
MFS High Yield Opportunities Fund D&T January 31
MFS Inflation Adjusted Bond Fund D&T October 31
MFS Intermediate Investment Grade Bond Fund D&T April 30
MFS International Diversification Fund D&T May 31
MFS International Growth Fund E&Y May 31
MFS International New Discovery Fund E&Y September 30
MFS International Value Fund E&Y May 31
MFS Large Cap Growth Fund D&T November 30
MFS Limited Maturity Fund D&T April 30
MFS Managed Sectors Fund D&T August 31
MFS Maryland Municipal Bond Fund D&T March 31
MFS Massachusetts Municipal Bond Fund D&T March 31
MFS Mid Cap Growth Fund D&T August 31
MFS Mid Cap Value Fund E&Y September 30
MFS Mississippi Municipal Bond Fund D&T March 31
MFS Moderate Allocation Fund E&Y May 31
MFS Money Market Fund D&T August 31
MFS Municipal Bond Fund D&T August 31
MFS Municipal High Income Fund E&Y January 31
MFS Municipal Income Fund D&T March 31
MFS Municipal Limited Maturity Fund D&T April 30
MFS New Discovery Fund E&Y August 31
MFS New Endeavor Fund E&Y July 31
MFS New York Municipal Income Fund D&T March 31
MFS North Carolina Municipal Income Fund D&T March 31
MFS Pennsylvania Municipal Bond Fund D&T March 31
MFS Research Bond Fund D&T April 30
MFS Research Bond Fund J D&T April 30
MFS Research Fund D&T September 30
MFS Research International E&Y August 31
MFS South Carolina Municipal Bond Fund D&T March 31
MFS Strategic Growth Fund E&Y August 31
MFS Strategic Income Fund E&Y October 31
MFS Strategic Value Fund E&Y July 31
[MFS Tax-Managed Equity Fund] E&Y October 31
MFS Technology Fund E&Y August 31
MFS Tennessee Municipal Bond Fund D&T March 31
MFS Total Return Fund D&T September 30
MFS Union Standard Equity Fund D&T September 30
MFS Utilities Fund E&Y October 31
MFS Value Fund E&Y August 31
MFS Virginia Municipal Bond Fund D&T March 31
MFS West Virginia Municipal Bond Fund D&T March 31

No Independent Registered Public Accounting Firm has a direct or material
indirect interest in a Fund.

Representatives of the applicable Independent Registered Public Accounting Firm
are expected to be present at the Meeting and will have an opportunity to make a
statement if they desire to do so. Such representatives also are expected to be
available to respond to appropriate questions.

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
Fund 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 Fund
(including MFS Service Center, Inc.) (each, a "Service Affiliate") if the
services relate directly to the operations and financial reporting of such Fund.
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 Fund, for
each Fund's two most recent fiscal years, the fees billed by each Fund's
Independent Registered Public Accounting Firm for (a) all audit and non-audit
services provided directly to the Fund and (b) those non-audit services provided
to the Fund's Service Affiliates that relate directly to the Fund's 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 - fees related to assurance and related services
that are 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 Fund
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 each
Independent Registered Public Accounting Firm, for each Fund's two most recent
fiscal years, for non-audit services rendered to each Fund and to each Fund's
Service Affiliates.

The Audit Committee has considered whether the provision by a Fund's Independent
Registered Public Accounting Firm of non-audit services to the Fund's Service
Affiliates that were not pre-approved by the Audit Committee (because such
services were provided prior to the effectiveness of SEC rules requiring
pre-approval or because such services did not relate directly to the operations
and financial reporting of the Fund) was compatible with maintaining the
independence of the Independent Registered Public Accounting Firm as the Fund's
principal auditor.

EXECUTIVE OFFICERS
The following table provides information about the current executive officers of
each 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. 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.

PRINCIPAL OCCUPATIONS & OTHER
POSITION(S) HELD DIRECTORSHIPS(2) DURING THE
NAME, DATE OF BIRTH WITH THE SERIES OFFICER SINCE(1) PAST FIVE YEARS

OFFICERS
Robert J. Manning(3) President February 2004 Massachusetts Financial Services
(born 10/20/63) Company, Chief Executive Officer,
President, Chief Investment Officer
and Director

James R. Bordewick, Jr.(3) Assistant Secretary September 1990 Massachusetts Financial Services
(born 03/06/59) and Assistant Clerk Company, Senior Vice President and
Associate General Counsel

Jeffrey N. Carp(3) Secretary and Clerk September 2004 Massachusetts Financial Services Company,
(born 12/01/56) Senior Vice President, General Counsel and
Secretary (since April 2004); Hale and
Dorr LLP (law firm) (prior to April
2004)

James F. DesMarais(3) Assistant Secretary September 2004 Massachusetts Financial Services Company,
(born 03/09/61) and Assistant Clerk Assistant General Counsel

Stephanie A. DeSisto(3) Assistant Treasurer May 2003 Massachusetts Financial Services
(born 10/01/53) Company, Vice President (since April
2003); Brown Brothers Harriman & Co.,
Senior Vice President (November 2002
to April 2003); ING Groep N.V./Aeltus
Investment Management, Senior Vice
President (prior to November 2002)

Richard M. Hisey(3) Treasurer August 2002 Massachusetts Financial Services
(born 08/29/58) Company, Senior Vice President (since
July 2002); The Bank of New York,
Senior Vice President (September 2000
to July 2002); Lexington Global Asset
Managers, Inc., Executive Vice
President and Chief Financial Officer
(prior to September 2000); Lexington
Funds, Chief Financial Officer (prior
to September 2000)

Brian T. Hourihan(3) Assistant Secretary September 2004 Massachusetts Financial Services Company,
(born 11/11/64) and Assistant Clerk Vice President, Senior Counsel and Assistant
Secretary (since June 2004); Affiliated Managers
Group, Inc., Chief Legal Officer/Centralized
Compliance Program (January to April 2004);
Fidelity Research & Management Company, Assistant
General Counsel (prior to January 2004)

Ellen Moynihan(3) Assistant Treasurer April 1997 Massachusetts Financial Services
(born 11/13/57) Company, Vice President

Frank L. Tarantino Independent Chief June 2004 MFS Family of Funds, Independent Chief
(born 03/07/44) Compliance Officer Compliance Officer; CRA Business
Strategies Group (consulting
services), Executive Vice President
(April 2003 to June 2004); David L.
Babson & Co. (investment adviser),
Managing Director, Chief
Administrative Officer and Director
(February 1997 to March 2003)

James O. Yost(3) Assistant Treasurer September 1990 Massachusetts Financial Services
(born 06/12/60) Company, Senior Vice President
- ----------------------------------------------------------------------------------------------------------------------------------
(1) Date first appointed to serve as an officer of a Trust. Each officer has served continuously since appointment.
(2) Directorships or trusteeships of companies required to report to the 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.

Each Trust's officers hold comparable positions with the [__] funds in the MFS
Family of Funds, and with certain affiliates of MFS. 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 as of January 18, 2005, to the best
knowledge of each Fund, the shareholders who beneficially owned more than 5% of
the outstanding shares of each class of each Fund.

LITIGATION

Since December 2003, MFS, MFD, MFS Service Center, Inc., MFS Corporation
Retirement Committee, Sun Life Financial Inc., various MFS funds and Trusts,
certain current and/or former Trustees of the trusts of which these MFS funds
are series and certain officers of MFS have been named as defendants in multiple
lawsuits filed in federal and state courts. Of these lawsuits, four are
derivative actions that have been brought on behalf of all the MFS funds and
name among the defendants the following Trustees who are nominees: Mr. Lawrence
H. Cohn, M.D., Mr. William R. Gutow, Mr. J. Atwood Ives, Mr. Lawrence T. Perera
and Mr. J. Dale Sherratt. The derivative action relating to market timing and
related matters, styled as Hammerslough v. Massachusetts Financial Services
Company, et al., U.S.D.C. (D. Md.), MDL 1586, is a consolidated action before
the United States District Court for the District of Maryland, in the
multi-district litigation of market timing and related claims involving several
other fund complexes (In re Mutual Funds Investment Litigation (Alger, Columbia,
Janus, MFS, One Group, Putnam, Allianz Dresdner), No. 1:04-md-15863
(consolidation began March 19, 2004)). The plaintiffs in this consolidated
action generally seek injunctive relief including removal of the named Trustees,
adviser and distributor, rescission of contracts and 12b-1 Plans, disgorgement
of fees and profits, monetary damages, punitive damages, attorney's fees and
costs and other equitable and declarative relief. The other three derivative
lawsuits allege improper brokerage allocation practices and excessive
compensation and are pending in the United States District Court for the
District of Massachusetts: Forsythe v. Sun Life Financial Inc., et al., No.
04cv10584 (GAO) (instituted on March 25, 2004); Eddings v. Sun Life Financial
Inc., et al., No. 04cv10764 (GAO) (instituted on April 15, 2004); and Koslow v.
Sun Life Financial Inc., et al., U.S.D.C. (D. Mass.), No. 04cv11019 (instituted
on May 20, 2004). The plaintiffs in these lawsuits generally seek compensatory
damages, punitive damages, recovery of fees, rescission of contracts, an
accounting, restitution, declaratory relief, equitable and/or injunctive relief
and attorney's fees and costs. These various lawsuits generally allege that some
or all of the defendants (i) permitted or acquiesced in market timing and/or
late trading in some of the MFS funds, inadequately disclosed MFS' internal
policies concerning market timing and such matters and received excessive
compensation as fiduciaries to the MFS funds, or (ii) permitted or acquiesced in
the improper use of fund assets by MFS to support the distribution of MFS fund
shares and inadequately disclosed MFS' use of fund assets in this manner. The
actions assert that some or all of the defendants violated the federal
securities laws, including the Securities Act of 1933, the Securities Exchange
Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of
1940 and the Employee Retirement Income Security Act of 1974, as well as
fiduciary duties and other violations of common law. Insofar as any of the
actions is appropriately brought derivatively on behalf of any of the MFS funds,
any recovery will inure to the benefit of the MFS funds.

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
Lawrence H. Cohn, M.D., David H. Gunning, William R. Gutow, Michael Hegarty, J.
Atwood Ives, Amy B. Lane, Robert J. Manning, Lawrence T. Perera, Robert C.
Pozen, J. Dale Sherratt and Laurie J. Thomsen as Trustees of the Trust (if still
available for election), FOR the proposal to make non-fundamental an investment
policy of MIG and FOR the proposal to revise a fundamental investment policy of
MML.

All proxies voted, including proxies that reflect (i) broker non-votes (i.e.,
shares held by brokers or nominees as to which (a) instructions have not been
received from the beneficial owners or the persons entitled to vote, and (b) the
broker or nominee does not have discretionary voting power on a particular
matter), (ii) abstentions or (iii) 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. A majority of a Fund's
outstanding shares entitled to be cast at the Meeting that are present in person
or represented by proxy constitutes a quorum. With respect to the election of
Trustees, neither broker non-votes nor abstentions nor withholding authority to
vote have any effect on the outcome of the voting. With respect to the proposal
to revise a fundamental investment policy of MIG and with respect to the
proposal to revise the investment policies of MML, broker non-votes, abstentions
and withholding authority to vote all will have the effect of a vote AGAINST the
applicable proposal.

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

Each Fund 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
Fund's intention that proxies not limited to the contrary will be voted in
accordance with the judgment of the persons named in the enclosed form of proxy.

SOLICITATION OF PROXIES
The procedures for voting proxies solicited by telephone or submitted by the
Internet or by automated telephone service are designed to authenticate
shareholders' identities, to allow them to authorize the voting of their shares
in accordance with their instructions and to confirm that their instructions
have been properly recorded. If these procedures were subject to a successful
legal challenge, such votes would not be counted at the meeting of shareholders.
The Funds are unaware of any such challenge at this time.

If shareholders' proxies are solicited by telephone, shareholders would be
called at the phone number that the Fund (or a shareholder's financial
institution) has in its records for their accounts, and would be asked for their
Social Security number or other identifying information. The shareholders would
then be given an opportunity to authorize proxies to vote their shares at the
meeting of shareholders in accordance with their instructions. To ensure that
the shareholders' instructions have been recorded correctly, they will also
receive a confirmation of their instructions in the mail. A special toll-free
number will be available in case the information contained in the confirmation
is incorrect.

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. To use the Internet, please access the Internet address
listed on your proxy card and follow the instructions on the website. To record
your voting instructions via automated telephone service, call the toll-free
number listed on your proxy card. Shareholders voting via the Internet should
understand that there may be costs associated with electronic access, such as
usage charges from Internet access providers and telephone companies, that must
be borne by the shareholders.

SUBMISSION OF PROPOSALS
Each of the Funds 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
Fund's proxy statement for any subsequent meeting must be received by the
applicable Fund a reasonable period of time prior to any such meeting.

ADDITIONAL INFORMATION
The Meeting of shareholders of each Fund is called to be held at the same time
as the Meetings of shareholders of each of the other Funds. It is anticipated
that all Meetings will be held simultaneously.

If any shareholder at the Meeting objects to the holding of a simultaneous
Meeting and moves for an adjournment of that Meeting to a time promptly after
the simultaneous Meeting, the persons named as proxies will vote in favor of
such adjournment.

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 Funds.

Only one copy of this Proxy Statement may be mailed to a household, even if more
than one person in a household is a Fund shareholder of record, unless the Fund
has received contrary instructions from one or more of the shareholders. If you
need additional copies of this Proxy Statement and you are the holder of record
of your shares, please contact MFS at 1-800-637-2304. If your shares are held in
broker street name please contact your financial service firm to obtain
additional copies of this proxy statement. If in the future you do not want the
mailing of proxy statements to be combined with those for other members of your
household, or if you are receiving multiple copies of this Proxy Statement and
want the mailings to be combined with those for other members of your household,
contact MFS Service Center, Inc. in writing at 500 Boylston Street, Boston,
Massachusetts 02116, or by telephone at 800-637-2304, or contact your financial
service firm.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY

February 3, 2005

EXHIBIT 1

MFS FUNDS BOARD
NOMINATION AND COMPENSATION COMMITTEE CHARTER

(ADOPTED AS OF JULY 20, 2004)

The Board (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.

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.

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.

APPENDIX A TO EXHIBIT 1

TRUSTS COVERED BY THE CHARTER
(AS OF JULY 20, 2004)

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
Massachusetts Investors Growth Stock Fund
Massachusetts Investors Trust
MFS Charter Income Trust
MFS Government Limited Maturity Fund
MFS Government Markets Income Trust
MFS Government Securities Fund
MFS Growth Opportunities Fund
MFS Institutional Trust
MFS Intermediate Income Trust
MFS Multimarket Income Trust
MFS Municipal Income Trust
MFS Municipal Series Trust
MFS Special Value Trust
MFS Variable Insurance Trust

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.

SCHEDULE A

Independent Registered Public Accounting Firm Fees
--------------------------------------------------

Fees billed by each Fund's Independent Registered Public Accounting Firm for services provided directly to each
Fund:

MFS High Income Fund MFS High Yield MFS Municipal High
(D&T) Opportunities Fund (D&T) Income (E&Y)

Audit Fees Jan. 31, 2004 42,150 43,050 35,000
Jan. 31, 2003 40,000 41,400 33,520
Audit-Related Fees Jan. 31, 2004 0 0 0
Jan. 31, 2003 0 0 0
Tax Fees Jan. 31, 2004 6,900 5,500 6,650
Jan. 31, 2003 5,900 4,500 5,780

MFS Government Securities Fund MFS West Virginia Municipal Bond
(D&T) Fund (D&T)
Audit Fees Feb. 29, 2004 35,300 Audit Fees Mar. 31, 2004 30,490
Feb. 28, 2003 33,500 Mar. 31, 2003 29,410
Audit-Related Fees Feb. 29, 2004 0 Audit-Related Fees Mar. 31, 2004 0
Feb. 28, 2003 0 Mar. 31, 2003 0
Tax Fees Feb. 29, 2004 5,700 Tax Fees Mar. 31, 2004 4,950
Feb. 28, 2003 4,700 Mar. 31, 2003 3,950

MFS Alabama Municipal MFS Arkansas Municipal MFS California
Bond Fund (D&T) Bond Fund (D&T) Municipal Bond Fund
(D&T)
Audit Fees Mar. 31, 2004 30,490 30,490 30,490
Mar. 31, 2003 29,410 29,410 29,410
Audit-Related Fees Mar. 31, 2004 0 0 0
Mar. 31, 2003 0 0 0
Tax Fees Mar. 31, 2004 4,950 4,950 4,950
Mar. 31, 2003 3,950 3,950 3,950

MFS Florida Municipal MFS Georgia Municipal MFS Maryland Municipal
Bond Fund (D&T) Bond Fund (D&T) Bond Fund (D&T)
Audit Fees Mar. 31, 2004 30,490 30,490 30,490
Mar. 31, 2003 29,410 29,410 29,410
Audit-Related Fees Mar. 31, 2004 0 0 0
Mar. 31, 2003 0 0 0
Tax Fees Mar. 31, 2004 4,950 4,950 4,950
Mar. 31, 2003 3,950 3,950 3,950

MFS Massachusetts MFS Mississippi MFS Municipal Income
Municipal Bond Fund Municipal Bond Fund Fund (D&T)
(D&T) (D&T)
Audit Fees Mar. 31, 2004 30,490 30,490 33,365
Mar. 31, 2003 29,410 29,410 32,160
Audit-Related Fees Mar. 31, 2004 0 0 0
Mar. 31, 2003 0 0 0
Tax Fees Mar. 31, 2004 4,950 4,950 4,950
Mar. 31, 2003 3,950 3,950 3,950

MFS New York Municipal MFS North Carolina MFS Pennsylvania
Bond Fund (D&T) Municipal Bond Fund Municipal Bond Fund
(D&T) (D&T)
Audit Fees Mar. 31, 2004 30,490 30,490 30,490
Mar. 31, 2003 29,410 29,410 29,410
Audit-Related Fees Mar. 31, 2004 0 0 0
Mar. 31, 2003 0 0 0
Tax Fees Mar. 31, 2004 4,950 4,950 4,950
Mar. 31, 2003 3,950 3,950 3,950

MFS South Carolina MFS Tennessee MFS Virginia Municipal
Municipal Bond Fund Municipal Bond Fund Bond Fund (D&T)
(D&T) (D&T)
Audit Fees Mar. 31, 2004 30,490 30,490 30,490
Mar. 31, 2003 29,410 29,410 29,410
Audit-Related Fees Mar. 31, 2004 0 0 0
Mar. 31, 2003 0 0 0
Tax Fees Mar. 31, 2004 4,950 4,950 4,950
Mar. 31, 2003 3,950 3,950 3,950

MFS Bond Fund (D&T) MFS Intermediate MFS Limited Maturity
Investment Grade Bond Fund (D&T)
Fund (D&T)
Audit Fees Apr. 30, 2004 41,550 31,950 30,700
Apr. 30, 2003 39,475 30,300 29,100
Audit-Related Fees Apr. 30, 2004 0 0 0
Apr. 30, 2003 0 0 0
Tax Fees Apr. 30, 2004 5,775 5,600 5,700
Apr. 30, 2003 4,775 4,600 4,700

MFS Municipal Limited MFS Research Bond Fund MFS Research Bond Fund
Maturity Fund (D&T) (D&T) J (D&T)
Audit Fees Apr. 30, 2004 30,715 41,624 12,000
Apr. 30, 2003 29,610 39,550 11,300
Audit-Related Fees Apr. 30, 2004 0 0 0
Apr. 30, 2003 0 0 0
Tax Fees Apr. 30, 2004 5,300 5,700 4,900
Apr. 30, 2003 4,300 4,700 4,000

MFS Aggressive Growth MFS Conservative MFS Emerging Markets
Allocation Fund (E&Y) Growth Allocation Fund Equity Fund (E&Y)
(E&Y)
Audit Fees May 31, 2004 19,100 19,100 35,000
May 31, 2003 13,130 13,130 33,520
Audit-Related Fees May 31, 2004 0 0 0
May 31, 2003 0 0 0
Tax Fees May 31, 2004 3,990 3,800 6,840
May 31, 2003 2,365 2,170 5,975

MFS Growth Allocation MFS International MFS International
Fund (E&Y) Diversification Fund Growth Fund (E&Y)
(D&T)
Audit Fees May 31, 2004 19,100 0 35,000
May 31, 2003 13,130 0 33,520
Audit-Related Fees May 31, 2004 0 0 0
May 31, 2003 0 0 0
Tax Fees May 31, 2004 3,990 0 6,840
May 31, 2003 2,365 0 5,975

MFS International Value Fund MFS Moderate Allocation Fund (E&Y)
(E&Y)
Audit Fees May 31, 2004 35,000 19,100
May 31, 2003 33,520 13,130
Audit-Related Fees May 31, 2004 0 0
May 31, 2003 0 0
Tax Fees May 31, 2004 6,840 3,800
May 31, 2003 5,975 2,170

MFS Emerging Markets MFS Floating Rate High MFS New Endeavor Fund
Debt Fund (E&Y) Income Fund (D&T) (E&Y)
Audit Fees July 31, 2004 37,900 0 24,800
July 31, 2003 36,330 0 17,650
Audit-Related Fees July 31, 2004 0 0 0
July 31, 2003 0 0 0
Tax Fees July 31, 2004 7,200 0 4,890
July 31, 2003 6,270 0 3,145

MFS Strategic Value Fund (E&Y) MFS Municipal Bond Fund (D&T)
Audit Fees July 31, 2004 30,600 Audit Fees Aug. 31, 2004 35,615
July 31, 2003 28,850 Aug. 31, 2003 34,310
Audit-Related Fees July 31, 2004 0 Audit-Related Aug. 31, 2004 0
July 31, 2003 0 Fees Aug. 31, 2003 0
Tax Fees July 31, 2004 5,990 Tax Fees Aug. 31, 2004 5,000
July 31, 2003 5,145 Aug. 31, 2003 4,600

MFS Cash Reserve Fund MFS Core Equity Fund MFS Core Growth Fund
(D&T) (E&Y) (E&Y)
Audit Fees Aug. 31, 2004 21,400 30,600 30,600
Aug. 31, 2003 20,600 28,850 28,850
Audit-Related Fees Aug. 31, 2004 0 0 0
Aug. 31, 2003 0 0 0
Tax Fees Aug. 31, 2004 3,000 5,800 5,990
Aug. 31, 2003 2,800 5,550 5,745

MFS Managed Sectors Fund MFS New Discovery Fund MFS Research
(D&T) (E&Y) International Fund
(E&Y)
Audit Fees Aug. 31, 2004 32,300 30,600 32,600
Aug. 31, 2003 31,110 28,850 30,720
Audit-Related Fees Aug. 31, 2004 0 0 0
Aug. 31, 2003 0 0 0
Tax Fees Aug. 31, 2004 5,900 5,990 6,290
Aug. 31, 2003 5,500 5,745 6,075

MFS Strategic Growth MFS Technology Fund MFS Value Fund (E&Y)
Fund (E&Y) (E&Y)
Audit Fees Aug. 31, 2004 30,600 30,600 30,600
Aug. 31, 2003 28,850 28,850 28,850
Audit-Related Fees Aug. 31, 2004 0 0 0
Aug. 31, 2003 0 0 0
Tax Fees Aug. 31, 2004 5,990 5,990 5,990
Aug. 31, 2003 5,745 5,745 5,745

MFS Government Money MFS Mid Cap Growth MFS Money Market Fund
Market Fund (D&T) Fund (D&T) (D&T)
Audit Fees Aug. 31, 2004 18,700 30,800 18,700
Aug. 31, 2003 18,000 29,200 18,000
Audit-Related Fees Aug. 31, 2004 0 0 0
Aug. 31, 2003 0 0 0
Tax Fees Aug. 31, 2004 3,400 5,600 3,400
Aug. 31, 2003 3,200 5,200 3,200

MFS Mid Cap Value Fund MFS Research Fund (D&T) MFS Total Return Fund
(E&Y) (D&T)
Audit Fees Sept. 30, 2004 18,900 33,100 41,550
Sept. 30, 2003 13,130 31,400 39,400
Audit-Related Fees Sept. 30, 2004 0 0 0
Sept. 30, 2003 0 0 0
Tax Fees Sept. 30, 2004 8,290 10,000 11,900
Sept. 30, 2003 2,965 5,200 7,100

MFS Union Standard Equity Fund (D&T) MFS International New Discovery
Fund (E&Y)
Audit Fees Sept. 30, 2004 29,400 32,600
Sept. 30, 2003 28,300 30,720
Audit-Related Fees Sept. 30, 2004 0 0
Sept. 30, 2003 0 0
Tax Fees Sept. 30, 2004 10,900 10,690
Sept. 30, 2003 6,100 6,075

MFS Global Equity Fund MFS Global Total MFS Utilities Fund
(E&Y) Return Fund (E&Y) (E&Y)
Audit Fees Oct. 31, 2004 33,550 38,400 30,600
Oct. 31, 2003 31,660 36,330 28,850
Audit-Related Fees Oct. 31, 2004 0 0 0
Oct. 31, 2003 0 0 0
Tax Fees Oct. 31, 2004 10,890 11,790 10,390
Oct. 31, 2003 6,235 7,065 5,745

MFS Global Growth Fund MFS Strategic Income MFS Inflation Adjusted
(D&T) Fund (E&Y) Bond Fund (D&T)
Audit Fees Oct. 31, 2004 40,400 36,950 12,300
Oct. 31, 2003 38,400 35,400 0
Audit-Related Fees Oct. 31, 2004 0 0 0
Oct. 31, 2003 0 0 0
Tax Fees Oct. 31, 2004 9,600 11,590 3,600
Oct. 31, 2003 4,800 6,895 0

MFS Emerging Growth MFS Large Cap Growth MFS Capital
Fund (D&T) Fund (D&T) Opportunities Fund
(D&T)
Audit Fees Nov. 30, 2004 41,625 32,500 33,000
Nov. 30, 2003 39,550 31,300 31,300
Audit-Related Fees Nov. 30, 2004 0 0 0
Nov. 30, 2003 0 0 0
Tax Fees Nov. 30, 2004 10,100 10,100 10,100
Nov. 30, 2003 5,300 5,300 5,300

Massachusetts Investors Growth Stock
Fund (E&Y)
Audit Fees Nov. 30, 2004 35,500
Nov. 30, 2003 33,530
Audit-Related Fees Nov. 30, 2004 0
Nov. 30, 2003 0
Tax Fees Nov. 30, 2004 11,240
Nov. 30, 2003 6,565

Massachusetts Investors MFS Government Limited MFS Growth
Trust (D&T) Maturity Fund (E&Y) Opportunities Fund
(D&T)
Audit Fees Dec. 31, 2003 31,300 24,180 31,300
Dec. 31, 2002 28,575 21,250 28,575
Audit-Related Fees Dec. 31, 2003 0 0 0
Dec. 31, 2002 0 0 0
Tax Fees Dec. 31, 2003 5,300 4,720 5,300
Dec. 31, 2002 4,225 3,750 4,225

[MFS Tax-Managed Equity Fund] (E&Y) [MFS Emerging Opportunities Fund] (E&Y)
Audit Fees Oct. 31, 2004 20,900 Audit Fees Apr. 30, 2004 24,300
Oct. 31, 2003 14,260 Apr. 30, 2003 17,630
Audit-Related Fees Oct. 31, 2004 0 Audit-Related Apr. 30, 2004 0
Oct. 31, 2003 0 Fees Apr. 30, 2003 0
Tax Fees Oct. 31, 2004 9,930 Tax Fees Apr. 30, 2004 4,890
Oct. 31, 2003 3,175 Apr. 30, 2003 3,165

[MFS Gemini U.K. Fund] (D&T) [MFS Global Value Fund] (E&Y)
Audit Fees May 31, 2004 25,040 Audit Fees July 31, 2004 25,800
May 31, 2003 17,120 July 31, 2003 18,750
Audit-Related Fees May 31, 2004 0 Audit-Related July 31, 2004 0
May 31, 2003 0 Fees July 31, 2003 0
Tax Fees May 31, 2004 5,500 Tax Fees July 31, 2004 5,040
May 31, 2003 4,500 July 31, 2003 3,170

For each Fund's last two fiscal years, no fees were billed by any Independent Registered Public Accounting Firm
that would be disclosed under the caption "All Other Fees" to any Fund.

Fees billed by each Fund's Independent Registered Public Accounting Firm for services provided to each Fund's
Service Affiliates that relate directly to such Fund's operations and financial reporting:

Service Affiliates of Service Affiliates of MFS Service Affiliates of
MFS High Income Fund High Yield Opportunities MFS Municipal High
(D&T) Fund (D&T) Income (E&Y)
Audit-Related Fees(1) Jan. 31, 2004 356,150 356,150 0
Jan. 31, 2003 106,500 106,500 0
Tax Fees(1) Jan. 31, 2004 55,000 55,000 0
Jan. 31, 2003 29,650 29,650 127,410
All Other Fees(1) Jan. 31, 2004 0 0 14,607
Jan. 31, 2003 327,707 327,707 0

Service Affiliates of MFS Service Affiliates of MFS West
Government Securities Fund (D&T) Virginia Municipal Bond Fund (D&T)
Audit-Related Fees(1) Feb. 29, 2004 356,150 Audit-Related Mar. 31, 2004 356,150
Feb. 28, 2003 106,500 Fees(1) Mar. 31, 2003 106,500
Tax Fees(1) Feb. 29, 2004 55,000 Tax Fees(1) Mar. 31, 2004 55,000
Feb. 28, 2003 29,650 Mar. 31, 2003 29,650
All Other Fees(1) Feb. 29, 2004 0 All Other Fees(1) Mar. 31, 2004 7,500
Feb. 28, 2003 275,454 Mar. 31, 2003 223,678

Service Affiliates of Service Affiliates of Service Affiliates of
MFS Alabama Municipal MFS Arkansas Municipal MFS California
Bond Fund (D&T) Bond Fund (D&T) Municipal Bond Fund
(D&T)
Audit-Related Fees(1) Mar. 31, 2004 356,150 356,150 356,150
Mar. 31, 2003 106,500 106,500 106,500
Tax Fees(1) Mar. 31, 2004 55,000 55,000 55,000
Mar. 31, 2003 29,650 29,650 29,650
All Other Fees(1) Mar. 31, 2004 7,500 7,500 7,500
Mar. 31, 2003 223,678 223,678 223,678

Service Affiliates of Service Affiliates of Service Affiliates of
MFS Florida Municipal MFS Georgia Municipal MFS Maryland Municipal
Bond Fund (D&T) Bond Fund (D&T) Bond Fund (D&T)
Audit-Related Fees(1) Mar. 31, 2004 356,150 356,150 356,150
Mar. 31, 2003 106,500 106,500 106,500
Tax Fees(1) Mar. 31, 2004 55,000 55,000 55,000
Mar. 31, 2003 29,650 29,650 29,650
All Other Fees(1) Mar. 31, 2004 7,500 7,500 7,500
Mar. 31, 2003 223,678 223,678 223,678

Service Affiliates of Service Affiliates of Service Affiliates of
MFS Massachusetts MFS Mississippi MFS Municipal Income
Municipal Bond Fund Municipal Bond Fund Fund (D&T)
(D&T) (D&T)
Audit-Related Fees(1) Mar. 31, 2004 356,150 356,150 356,150
Mar. 31, 2003 106,500 106,500 106,500
Tax Fees(1) Mar. 31, 2004 55,000 55,000 55,000
Mar. 31, 2003 29,650 29,650 29,650
All Other Fees(1) Mar. 31, 2004 7,500 7,500 7,500
Mar. 31, 2003 223,678 223,678 223,678

Service Affiliates of Service Affiliates of Service Affiliates of
MFS New York Municipal MFS North Carolina MFS Pennsylvania
Bond Fund (D&T) Municipal Bond Fund Municipal Bond Fund
(D&T) (D&T)
Audit-Related Fees(1) Mar. 31, 2004 356,150 356,150 356,150
Mar. 31, 2003 106,500 106,500 106,500
Tax Fees(1) Mar. 31, 2004 55,000 55,000 55,000
Mar. 31, 2003 29,650 29,650 29,650
All Other Fees(1) Mar. 31, 2004 7,500 7,500 7,500
Mar. 31, 2003 223,678 223,678 223,678

Service Affiliates of Service Affiliates of Service Affiliates of
MFS South Carolina MFS Tennessee MFS Virginia Municipal
Municipal Bond Fund Municipal Bond Fund Bond Fund (D&T)
(D&T) (D&T)
Audit-Related Fees(1) Mar. 31, 2004 356,150 356,150 356,150
Mar. 31, 2003 106,500 106,500 106,500
Tax Fees(1) Mar. 31, 2004 55,000 55,000 55,000
Mar. 31, 2003 29,650 29,650 29,650
All Other Fees(1) Mar. 31, 2004 7,500 7,500 7,500
Mar. 31, 2003 223,678 223,678 223,678

Service Affiliates of Service Affiliates of Service Affiliates of
MFS Bond Fund (D&T) MFS Intermediate MFS Limited Maturity
Investment Grade Bond Fund (D&T)
Fund (D&T)
Audit-Related Fees(1) Apr. 30, 2004 486,150 486,150 486,150
Apr. 30, 2003 156,500 156,500 156,500
Tax Fees(1) Apr. 30, 2004 55,000 55,000 55,000
Apr. 30, 2003 29,650 29,650 29,650
All Other Fees(1) Apr. 30, 2004 7,500 7,500 7,500
Apr. 30, 2003 192,172 192,172 192,172

Service Affiliates of Service Affiliates of Service Affiliates of
MFS Municipal Limited MFS Research Bond Fund MFS Research Bond Fund
Maturity Fund (D&T) (D&T) J (D&T)
Audit-Related Fees(1) Apr. 30, 2004 486,150 486,150 486,150
Apr. 30, 2003 156,500 156,500 156,500
Tax Fees(1) Apr. 30, 2004 55,000 55,000 55,000
Apr. 30, 2003 29,650 29,650 29,650
All Other Fees(1) Apr. 30, 2004 7,500 7,500 7,500
Apr. 30, 2003 192,172 192,172 192,172

Service Affiliates of Service Affiliates of Service Affiliates of
MFS Aggressive Growth MFS Conservative MFS Emerging Markets
Allocation Fund (E&Y) Growth Allocation Fund Equity Fund (E&Y)
(E&Y)
Audit-Related Fees(1) May 31, 2004 0 0 0
May 31, 2003 0 0 0
Tax Fees(1) May 31, 2004 0 0 0
May 31, 2003 0 0 0
All Other Fees(1) May 31, 2004 0 0 0
May 31, 2003 14,607 14,607 14,607

Service Affiliates of Service Affiliates of Service Affiliates of
MFS Growth Allocation MFS International MFS International
Fund (E&Y) Diversification Fund Growth Fund (E&Y)
(D&T)
Audit-Related Fees(1) May 31, 2004 0 0 0
May 31, 2003 0 0 0
Tax Fees(1) May 31, 2004 0 0 0
May 31, 2003 0 0 0
All Other Fees(1) May 31, 2004 0 0 0
May 31, 2003 14,607 0 14,607

Service Affiliates of MFS Service Affiliates of MFS Moderate
International Value Fund (E&Y) Allocation Fund (E&Y)
Audit-Related Fees(1) May 31, 2004 0 0
May 31, 2003 0 0
Tax Fees(1) May 31, 2004 0 0
May 31, 2003 0 0
All Other Fees(1) May 31, 2004 0 0
May 31, 2003 14,607 14,607

Service Affiliates of Service Affiliates of Service Affiliates of
MFS Emerging Markets MFS Floating Rate High MFS New Endeavor Fund
Debt Fund (E&Y) Income Fund (D&T) (E&Y)
Audit-Related Fees(1) July 31, 2004 0 0 0
July 31, 2003 0 0 0
Tax Fees(1) July 31, 2004 0 0 0
July 31, 2003 0 0 0
All Other Fees(1) July 31, 2004 0 0 0
July 31, 2003 14,607 0 14,607

Service Affiliates of MFS Service Affiliates of MFS Municipal
Strategic Value Fund (E&Y) Bond Fund (D&T)
Audit-Related Fees(1) July 31, 2004 0 Audit-Related Aug. 31, 2004 759,500
July 31, 2003 0 Fees(1) Aug. 31, 2003 181,500
Tax Fees(1) July 31, 2004 0 Tax Fees(1) Aug. 31, 2004 35,000
July 31, 2003 0 Aug. 31, 2003 20,000
All Other Fees(1) July 31, 2004 0 All Other Fees(1) Aug. 31, 2004 32,500
July 31, 2003 14,607 Aug. 31, 2003 87,433

Service Affiliates of Service Affiliates of Service Affiliates of
MFS Cash Reserve Fund MFS Core Equity Fund MFS Core Growth Fund
(D&T) (E&Y) (E&Y)
Audit-Related Fees(1) Aug. 31, 2004 759,500 0 0
Aug. 31, 2003 181,500 0 0
Tax Fees(1) Aug. 31, 2004 35,000 0 0
Aug. 31, 2003 20,000 0 0
All Other Fees(1) Aug. 31, 2004 32,500 0 0
Aug. 31, 2003 87,433 14,607 14,607

Service Affiliates of Service Affiliates of Service Affiliates of
MFS Managed Sectors MFS New Discovery Fund MFS Research
Fund (D&T) (E&Y) International Fund
(E&Y)
Audit-Related Fees(1) Aug. 31, 2004 759,500 0 0
Aug. 31, 2003 181,500 0 0
Tax Fees(1) Aug. 31, 2004 35,000 0 0
Aug. 31, 2003 20,000 0 0
All Other Fees(1) Aug. 31, 2004 32,500 0 0
Aug. 31, 2003 87,433 14,607 14,607

Service Affiliates of Service Affiliates of Service Affiliates of
MFS Strategic Growth MFS Technology Fund MFS Value Fund (E&Y)
Fund (E&Y) (E&Y)
Audit-Related Fees(1) Aug. 31, 2004 0 0 0
Aug. 31, 2003 0 0 0
Tax Fees(1) Aug. 31, 2004 0 0 0
Aug. 31, 2003 0 0 0
All Other Fees(1) Aug. 31, 2004 0 0 0
Aug. 31, 2003 14,607 14,607 14,607

Service Affiliates of Service Affiliates of Service Affiliates of
MFS Government Money MFS Mid Cap Growth MFS Money Market Fund
Market Fund (D&T) Fund (D&T) (D&T)
Audit-Related Fees(1) Aug. 31, 2004 759,500 759,500 759,500
Aug. 31, 2003 181,500 181,500 181,500
Tax Fees(1) Aug. 31, 2004 35,000 35,000 35,000
Aug. 31, 2003 20,000 20,000 20,000
All Other Fees(1) Aug. 31, 2004 32,500 32,500 32,500
Aug. 31, 2003 87,433 87,433 87,433

Service Affiliates of Service Affiliates of Service Affiliates of
MFS Mid Cap Value Fund MFS Research Fund (D&T) MFS Total Return Fund
(E&Y) (D&T)
Audit-Related Fees(1) Sept. 30, 2004 0 859,500 859,500
Sept. 30, 2003 0 181,500 181,500
Tax Fees(1) Sept. 30, 2004 0 35,000 35,000
Sept. 30, 2003 0 20,000 20,000
All Other Fees(1) Sept. 30, 2004 0 32,500 32,500
Sept. 30, 2003 14,607 87,433 87,433

Service Affiliates of MFS Union Service Affiliates of MFS
Standard Equity Fund (D&T) International New Discovery Fund
(E&Y)
Audit-Related Fees(1) Sept. 30, 2004 859,500 0
Sept. 30, 2003 181,500 0
Tax Fees(1) Sept. 30, 2004 35,000 0
Sept. 30, 2003 20,000 0
All Other Fees(1) Sept. 30, 2004 32,500 0
Sept. 30, 2003 87,433 14,607

Service Affiliates of Service Affiliates of Service Affiliates of
MFS Global Equity Fund MFS Global Total MFS Utilities Fund
(E&Y) Return Fund (E&Y) (E&Y)
Audit-Related Fees(1) Oct. 31, 2004 0 0 0
Oct. 31, 2003 0 0 0
Tax Fees(1) Oct. 31, 2004 0 0 0
Oct. 31, 2003 0 0 0
All Other Fees(1) Oct. 31, 2004 40,000 40,000 40,000
Oct. 31, 2003 14,607 14,607 14,607

Service Affiliates of Service Affiliates of Service Affiliates of
MFS Global Growth Fund MFS Strategic Income MFS Inflation Adjusted
(D&T) Fund (E&Y) Bond Fund (D&T)
Audit-Related Fees(1) Oct. 31, 2004 928,350 0 928,350
Oct. 31, 2003 166,150 0 166,150
Tax Fees(1) Oct. 31, 2004 35,000 0 35,000
Oct. 31, 2003 20,000 0 20,000
All Other Fees(1) Oct. 31, 2004 32,500 40,000 32,500
Oct. 31, 2003 49,644 14,607 49,644

Service Affiliates of Service Affiliates of Service Affiliates of
MFS Emerging Growth MFS Large Cap Growth MFS Capital
Fund (D&T) Fund (D&T) Opportunities Fund
(D&T)
Audit-Related Fees(1) Nov. 30, 2004 1,161,170 1,161,170 1,161,170
Nov. 30, 2003 166,150 166,150 166,150
Tax Fees(1) Nov. 30, 2004 37,000 37,000 37,000
Nov. 30, 2003 50,000 50,000 50,000
All Other Fees(1) Nov. 30, 2004 32,500 32,500 32,500
Nov. 30, 2003 0 0 0

Service Affiliates of Massachusetts
Investors Growth Stock Fund (E&Y)
Audit-Related Fees(1) Nov. 30, 2004 0
Nov. 30, 2003 0
Tax Fees(1) Nov. 30, 2004 0
Nov. 30, 2003 0
All Other Fees(1) Nov. 30, 2004 70,000
Nov. 30, 2003 14,607

Service Affiliates of Service Affiliates of Service Affiliates of
Massachusetts Investors MFS Government Limited MFS Growth
Trust (D&T) Maturity Fund (E&Y) Opportunities Fund
(D&T)
Audit-Related Fees(1) Dec. 31, 2004 1,046,170 0 1,046,170
Dec. 31, 2003 356,150 0 356,150
Tax Fees(1) Dec. 31, 2004 67,000 0 67,000
Dec. 31, 2003 50,000 70 50,000
All Other Fees(1) Dec. 31, 2004 32,500 70,000 32,500
Dec. 31, 2003 0 14,607 0

Service Affiliates of [MFS Service Affiliates of [MFS Emerging
Tax-Managed Equity Fund] (E&Y) Opportunities Fund] (E&Y)
Audit-Related Fees(1) Oct. 31, 2004 0 Audit-Related Apr. 30, 2004 0
Oct. 31, 2003 0 Fees(1) Apr.30, 2003 0
Tax Fees(1) Oct. 31, 2004 0 Tax Fees(1) Apr. 30, 2004 0
Oct. 31, 2003 0 Apr. 30, 2003 0
All Other Fees(1) Oct. 31, 2004 40,000 All Other Fees(1) Apr. 30, 2004 1,607
Oct. 31, 2003 14,607 Apr. 30, 2003 13,300

Service Affiliates of [MFS Service Affiliates of [MFS Global
Gemini U.K. Fund] (D&T) Value Fund] (E&Y)
Audit-Related Fees(1) May 31, 2004 616,650 Audit-Related July 31, 2004 0
May 31, 2003 111,500 Fees(1) July 31, 2003 0
Tax Fees(1) May 31, 2004 35,000 Tax Fees(1) July 31, 2004 0
May 31, 2003 36,550 July 31, 2003 0
All Other Fees(1) May 31, 2004 7,500 All Other Fees(1) July 31, 2004 0
May 31, 2003 137,905 July 31, 2003 14,607
- --------------------------------------------------------------------------------------------------------------------------
(1) This amount reflects the fees billed to Service Affiliates of the Fund for non-audit services relating
directly to the operations and financial reporting of the Fund (which services also related to the operations
and financial reporting of all funds within the MFS funds complex).

For periods prior to May 6, 2003, the amounts shown above under "Audit-Related
Fees," "Tax Fees" and "All Other Fees" relate to permitted non-audit services
that would have been subject to pre-approval if the SEC rules relating to
pre-approval of non-audit services had been in effect. During the periods
indicated in the table 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.

Aggregate fees billed by each Independent Registered Public Accounting Firm for
each Fund's two most recent fiscal years for non-audit services rendered to each
Fund and to each Fund's Service Affiliates:

INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FUND FIRM FISCAL YEAR END 2004 2003
- ------------------------------------------------------------------------------------------------

Massachusetts Investors Growth E&Y November 30
Stock Fund
Massachusetts Investors Trust D&T December 31
MFS Aggressive Growth Allocation E&Y May 31
Fund
MFS Alabama Municipal Bond Fund D&T March 31
MFS Arkansas Municipal Bond Fund D&T March 31
MFS Bond Fund D&T April 30
MFS California Municipal Bond Fund D&T March 31
MFS Capital Opportunities Fund D&T November 30
- ------------------------------------------------------------------------------------------------
MFS Cash Reserve Fund D&T August 31
MFS Conservative Growth Allocation E&Y May 31
Fund
MFS Core Equity Fund E&Y August 31
MFS Core Growth Fund E&Y August 31
MFS Emerging Growth Fund D&T November 30
MFS Emerging Markets Debt Fund E&Y July 31
MFS Emerging Markets Equity Fund E&Y May 31
[MFS Emerging Opportunities Fund] E&Y April 30
MFS Floating Rate High Income Fund D&T July 31
MFS Florida Municipal Bond Fund D&T March 31
[MFS Gemini U.K. Fund] D&T May 31
MFS Georgia Municipal Bond Fund D&T March 31
MFS Global Equity Fund E&Y October 31
MFS Global Growth Fund D&T October 31
MFS Global Total Return Fund E&Y October 31
[MFS Global Value Fund] E&Y July 31
MFS Government Limited Maturity Fund E&Y December 31
MFS Government Money Market Fund D&T August 31
MFS Government Securities Fund D&T February 28
MFS Growth Allocation Fund E&Y May 31
MFS Growth Opportunities Fund D&T December 31
MFS High Income Fund D&T January 31
MFS High Yield Opportunities Fund D&T January 31
MFS Inflation Adjusted Bond Fund D&T October 31
MFS Intermediate Investment Grade D&T April 30
Bond Fund
MFS International Diversification D&T May 31
Fund
MFS International Growth Fund E&Y May 31
MFS International New Discovery Fund E&Y September 30
MFS International Value Fund E&Y May 31
MFS Large Cap Growth Fund D&T November 30
MFS Limited Maturity Fund D&T April 30
MFS Managed Sectors Fund D&T August 31
MFS Maryland Municipal Bond Fund D&T March 31
MFS Massachusetts Municipal Bond D&T March 31
Fund
MFS Mid Cap Growth Fund D&T August 31
MFS Mid Cap Value Fund E&Y September 30
MFS Mississippi Municipal Bond Fund D&T March 31
MFS Moderate Allocation Fund E&Y May 31
MFS Money Market Fund D&T August 31
MFS Municipal Bond Fund D&T August 31
MFS Municipal High Income Fund E&Y January 31
MFS Municipal Income Fund D&T March 31
MFS Municipal Limited Maturity Fund D&T April 30
MFS New Discovery Fund E&Y August 31
MFS New Endeavor Fund E&Y July 31
MFS New York Municipal Income Fund D&T March 31
MFS North Carolina Municipal Income D&T March 31
Fund
MFS Pennsylvania Municipal Bond Fund D&T March 31
MFS Research Bond Fund D&T April 30
MFS Research Bond Fund J D&T April 30
MFS Research Fund D&T September 30
MFS Research International E&Y August 31
MFS South Carolina Municipal Bond D&T March 31
Fund
MFS Strategic Growth Fund E&Y August 31
MFS Strategic Income Fund E&Y October 31
MFS Strategic Value Fund E&Y July 31
[MFS Tax-Managed Equity Fund] E&Y October 31
MFS Technology Fund E&Y August 31
MFS Tennessee Municipal Bond Fund D&T March 31
MFS Total Return Fund D&T September 30
MFS Union Standard Equity Fund D&T September 30
MFS Utilities Fund E&Y October 31
MFS Value Fund E&Y August 31
MFS Virginia Municipal Bond Fund D&T March 31
MFS West Virginia Municipal Bond D&T March 31
Fund

SCHEDULE B

Interests of Certain Persons

As of January 18, 2005, to the best knowledge of each Fund, the following shareholders beneficially owned more
than 5% of the outstanding shares of any class of each Fund.

NUMBER OF PERCENTAGE OF
OUTSTANDING OUTSTANDING
SHARES SHARES OF
NAME AND ADDRESS OF CLASS OF BENEFICIALLY NOTED CLASS
FUND NAME SHAREHOLDER SHARES OWNED(1) OWNED
- --------------------------------------------------------------------------------------------------------------------

Massachusetts Investors Growth Stock
Fund
Massachusetts Investors Trust
MFS Aggressive Growth Allocation Fund
MFS Alabama Municipal Bond Fund
MFS Arkansas Municipal Bond Fund
MFS Bond Fund
MFS California Municipal Bond Fund
MFS Capital Opportunities Fund
- --------------------------------------------------------------------------------------------------------------------
MFS Cash Reserve Fund
MFS Conservative Allocation Fund
MFS Core Equity Fund
MFS Core Growth Fund
MFS Emerging Growth Fund
MFS Emerging Markets Debt Fund
MFS Emerging Markets Equity Fund
[MFS Emerging Opportunities Fund]
MFS Floating Rate High Income Fund
MFS Florida Municipal Bond Fund
[MFS Gemini U.K. Fund]
MFS Georgia Municipal Bond Fund
MFS Global Equity Fund
MFS Global Growth Fund
MFS Global Total Return Fund
[MFS Global Value Fund]
MFS Government Limited Maturity Fund
MFS Government Money Market Fund
MFS Government Securities Fund
MFS Growth Allocation Fund
MFS Growth Opportunities Fund
MFS High Income Fund
MFS High Yield Opportunities Fund
MFS Inflation-Adjusted Bond Fund
MFS Intermediate Investment Grade Bond Fund
MFS International Diversification Fund
MFS International Growth Fund
MFS International New Discovery Fund
MFS International Value Fund
MFS Large Cap Growth Fund
MFS Limited Maturity Fund
MFS Managed Sectors Fund
MFS Maryland Municipal Bond Fund
MFS Massachusetts Municipal Bond Fund
MFS Mid Cap Growth Fund
MFS Mid Cap Value Fund
MFS Mississippi Municipal Bond Fund
MFS Moderate Allocation Fund
MFS Money Market Fund
MFS Municipal Bond Fund
MFS Municipal High Income Fund
MFS Municipal Income Fund
MFS Municipal Limited Maturity Fund
MFS New Discovery Fund
MFS New Endeavor Fund
MFS New York Municipal Bond Fund
MFS North Carolina Municipal Bond Fund
MFS Pennsylvania Municipal Bond Fund
MFS Research Bond Fund
MFS Research Bond Fund J
MFS Research Fund
MFS Research International Fund
MFS South Carolina Municipal Bond Fund
MFS Strategic Growth Fund
MFS Strategic Income Fund
MFS Strategic Value Fund
[MFS Tax-Managed Equity Fund]
MFS Technology Fund
MFS Tennessee Municipal Bond Fund
MFS Total Return Fund
MFS Union Standard Equity Fund
MFS Utilities Fund
MFS Value Fund
MFS Virginia Municipal Bond Fund
MFS West Virginia Municipal Bond Fund
- -------------------------------------------------------------------------------------------------------------------------------
(1) All shares are held with sole voting and investment power except to the extent that such powers may be shared by a family
member or a trustee of a family trust.

To vote by mail:
(1) Read the Proxy Statement and have the Proxy card below at hand.
(2) Mark the boxes in accordance with the instructions on the reverse side.
(3) Sign and date the proxy card.
(4) Return the proxy card in the addressed envelope - no postage required.

To vote by Telephone:
(1) Read the Proxy Statement and have the Proxy card below at hand.
(2) Call [1-800-xxx-xxxx].
(3) Enter the [12-digit control number] set forth on the Proxy card and
follow the simple instructions.

To vote by Internet:
(1) Read the Proxy Statement and have the Proxy card below at hand.
(2) Go to the following web site: [www.proxyvote.com]
(3) Enter the [12-digit control number] set forth on the Proxy card and
follow the simple instructions.

If you vote by telephone or the Internet, please do not mail your card.

[Logo] M F S(R)
INVESTMENT MANAGEMENT
P.O. BOX 9132, HINGHAM, MA 02043-9132

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST

PROXY FOR A MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 23, 2005

[FUND NAME PRINTS HERE]

The undersigned hereby appoints James R. Bordewick, Jr., Jeffrey N. Carp, James
F. DesMarais, Richard M. Hisey and Brian T. Hourihan and each of them
separately, proxies, with power of substitution, and hereby authorizes each of
them to represent, and to vote, as designated on the reverse side, at the
Meeting of Shareholders of the above-referenced Fund, on Wednesday, March 23,
2005 at 9:30 a.m., Boston time, and at any adjournments thereof, all of the
shares of the Fund that the undersigned would be entitled to vote if personally
present.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL PROPOSALS. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSALS ON THE REVERSE SIDE.

THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND DATED

Date _____________________________

Signature (PLEASE SIGN WITHIN BOX)

----------------------------------

NOTE: Please sign exactly as your name
appears on this card. All joint owners
should sign. When signing as executor,
administrator, attorney, trustee or
guardian or as custodian for a minor,
please give full title as such. If a
corporation, please sign in full corporate
name and indicate the signer's office. If a
partnership, sign in the partnership name.

YOUR 12-DIGIT CONTROL NUMBER IS: [ ]

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. [X]

YOUR TRUSTEES RECOMMEND THAT YOU VOTE FOR ALL ITEMS.

For shareholders of all Funds:

ITEM 1. To elect Trustees. FOR all nominees WITHHOLD
listed (except as authority to
NOMINEES: (01) Lawrence H. Cohn, M.D., marked to the vote for all
(02) David H. Gunning, (03) William R. Gutow, contrary below) nominees
(04) Michael Hegarty, (05) J. Atwood Ives,
(06) Amy B. Lane, (07) Robert J. Manning, [ ] [ ]
(08) Lawrence T. Perera, (09) Robert C. Pozen,
(10) J. Dale Sherratt, (11) Laurie J. Thomsen

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.

- ---------------------------------------------------------

For shareholders of Massachusetts Investors Growth Stock Fund only:

ITEM 2. To make non-fundamental an investment FOR AGAINST ABSTAIN
policy of Massachusetts Investors Growth
Stock Fund that requires the Fund to invest, [ ] [ ] [ ]
except for working cash balances, all of its
assets in "common stocks and securities
convertible into common stocks" that the
Fund's investment adviser, Massachusetts
Financial Services Company, believes offer
better than average prospects for long-term
growth.

For shareholders of MFS Municipal Limited Maturity Fund only:

ITEM 3. To revise a fundamental investment policy FOR AGAINST ABSTAIN
of MFS Municipal Limited Maturity Fund,
which requires the Fund to invest, under normal [ ] [ ] [ ]
conditions, at least 80% of its net assets in
securities and other investments "with limited
maturities," the interest on which is exempt
from federal income tax, to remove the explicit
reference to "limited maturities."

PLEASE SIGN AND DATE ON THE REVERSE SIDE.