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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[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
MFS Institutional Trust
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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)
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paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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MFS(R) INSTITUTIONAL TRUST
MFS(R) INSTITUTIONAL INTERNATIONAL EQUITY FUND
MFS(R) INSTITUTIONAL INTERNATIONAL RESEARCH EQUITY FUND
MFS(R) INSTITUTIONAL LARGE CAP GROWTH FUND
MFS(R) INSTITUTIONAL LARGE CAP VALUE 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 the MFS Institutional Trust (the
"Trust"), of which each of the above referenced Funds is a series; and
ITEM 2. To transact such other business as may properly come before the
Meeting and any adjournments thereof.
Each Fund will hold a separate meeting. Shareholders of all Funds will vote
together as a single class with respect to Item 1.
THE TRUSTEES OF THE TRUST RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM 1.
Only a 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 FUND. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE
AND IS PROVIDED FOR YOUR CONVENIENCE.
MFS(R) INSTITUTIONAL TRUST
MFS(R) INSTITUTIONAL INTERNATIONAL EQUITY FUND
MFS(R) INSTITUTIONAL INTERNATIONAL RESEARCH EQUITY FUND
MFS(R) INSTITUTIONAL LARGE CAP GROWTH FUND
MFS(R) INSTITUTIONAL LARGE CAP VALUE FUND
Proxy Statement
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Trustees of MFS Institutional Trust
(the "Trust"), of which each of the above referenced funds (each, a "Fund" and
collectively, the "Funds") is a series, to be used at the Meeting of
Shareholders of each Fund (each, a "Meeting") 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. If the enclosed form of proxy is executed
and returned, it may nevertheless be revoked prior to its exercise by a signed
writing filed with the proxy tabulation agent, Management Information Services
Corporation ("MIS"), 60 Research Road, Hingham, Massachusetts 02043, or
delivered at a Meeting. On January 18, 2005, the following number of shares
were outstanding for each Fund:
# OF SHARES
TRUST OUTSTANDING
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MFS Institutional International Equity Fund 47,351,551.48
MFS Institutional International Research Equity Fund 9,414,199.11
MFS Institutional Large Cap Growth Fund 8,075,506.15
MFS Institutional Large Cap Value Fund 9,810,053.88
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, and
each fractional dollar amount is entitled to a proportionate fractional vote.
The shareholders of each Fund will vote together as a single class with respect
to the election of the Trust's Trustees.
Shareholders have the opportunity to submit their voting instructions via the
Internet by using a program provided by a third-party vendor retained by the
Trust, by automated telephone service or by mail using the enclosed proxy.
The mailing address of each Fund is 500 Boylston Street, Boston, Massachusetts
02116. Solicitation of proxies is being made by the mailing of this Notice and
Proxy Statement with its enclosures on or about February 3, 2005. In addition
to soliciting proxies by mail, the Trustees of the Trust and employees of
Massachusetts Financial Services Company ("MFS"), the Trust's investment
adviser and administrator, may solicit proxies in person or by telephone.
A copy of each Fund's most recent annual report and semi-annual report may be
obtained without charge by contacting MFS Institutional Advisers, Inc., 500
Boylston Street, Boston, Massachusetts 02116, or by telephoning toll-free (877)
960-6077.
ITEM 1 -- ELECTION OF TRUSTEES
The Board of Trustees, 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.
Effective March 22, 2005, the Board has fixed the number of Trustees of the
Trust at eleven. The Nomination and Compensation Committee of the Board of
Trustees 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 Trust or of
MFS. Those Trustees who are not "interested persons" of the Trust 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 of Trustees has nominated such individuals. The Board of Trustees
recommends that you vote in favor of their election.
The Trust does not hold annual shareholder meetings for the purpose of electing
Trustees, and Trustees are not elected for fixed terms. This means that each
Trustee will be elected to hold office until his or her successor is chosen and
qualified or until his or her earlier death, resignation, retirement or
removal. It is intended that proxies not limited to the contrary will be voted
in favor of electing 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.
Dr. Cohn, Messrs. Gunning, Gutow, Hegarty, Ives, Perera and Sherratt and Ms.
Lane are currently Trustees of the 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 Trust. Effective December 16, 2004,
Messrs. Manning and Pozen and Ms. Thomsen were appointed by the Board as
Advisory Trustees and 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 the Trust if elected. If,
before the Meeting, any nominee refuses or is unable to serve, or if any of the
nominees is unavailable at the time of the Meeting, and such refusal or
inability to serve or unavailability is not anticipated, the Trustees may vote
for other nominees at their discretion, or the Trustees may fix the number of
Trustees at fewer than eleven for the Trust. Under the terms of the Trust's
retirement policy, the Trustees have a mandatory retirement age of 73 years.
The eleven nominees for election as Trustees at the Meetings who receive the
greatest number of votes from shareholders of all the Funds, voted as a single
class, will be elected as Trustees of the Trust.
The following table presents certain information regarding the nominees and
current Trustees of the Trust 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)
POSITION(s) HELD LENGTH OF DURING THE PAST FIVEYEARS &
NAME, DATE OF BIRTH WITH TRUST SERVICE(1) OTHER DIRECTORSHIPS(2)
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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); February- President, Chief Investment
December 2004 (Trustee) Officer and Director
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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);
(Trustee) Harvard 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
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INDEPENDENT TRUSTEE NOMINEES
Lawrence H. Cohn, M.D. Trustee Since August 1993 Brigham and Women's
(born 03/11/37) Hospital, Chief of Cardiac
Surgery; Harvard Medical
School, Professor of Surgery
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David H. Gunning Trustee Since January 2004 Cleveland-Cliffs Inc.
(born 05/30/42) (mining 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
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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
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Michael Hegarty Trustee Since December 2004 Retired; AXA Financial
(born 12/21/44) (financial 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)
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J. Atwood Ives Trustee and Chair Since February 1992 Private investor; Eastern
(born 05/01/36) Enterprises (diversified
services company), Chairman,
Trustee and Chief Executive
Officer (until November
2000)
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Amy B. Lane Trustee Since January 2004 Retired; Merrill Lynch &
(born 02/08/53) Co., 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
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Lawrence T. Perera Trustee Since July 1981 Hemenway & Barnes
(born 06/23/35) (attorneys), Partner
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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)
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Laurie J. Thomsen Advisory Trustee Since December 2004 Private investor; Prism
(born 08/05/57) Venture Partners (venture
capital), Co- founder and
General Partner (until June
2004); St. Paul Travelers
Companies (commercial
property liability
insurance), Director
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(1) Each current Trustee has served continuously since appointment. Messrs. Manning and Pozen, who are not
currently Trustees of the 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 a certain minimum percentage 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
("SEC") (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 97 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
and administrator, Independent Registered Public Accounting Firm, executive
officers, and the interests of certain persons appears under "Fund Information"
beginning on page 13.
REQUIRED VOTE. Shareholders of all Funds of the Trust will vote together as a
single class on Item 1. Each nominee named in Item 1 must be elected by a
plurality of the outstanding shares of the Trust voted at the Meetings in
person or by proxy.
THE TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF THE
FUNDS VOTE TO ELECT EACH OF THE NOMINEES AS TRUSTEES OF THE TRUST.
COMMITTEES
The Trust's Board of Trustees meets regularly throughout the year to discuss
matters and take certain actions relating to the Trust. The Trust's Board has
several standing committees, which are described below.
NUMBER OF
MEETINGS
IN LAST CURRENT
NAME OF COMMITTEE FISCAL YEAR FUNCTIONS MEMBERS(1)
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AUDIT COMMITTEE 6 Oversees the accounting and auditing Ives*, Lane* and
procedures of the Trust and, among Sherratt*
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 AND GOVERNANCE 8 Oversees the development and Cohn*, Gunning*, Gutow*,
COMMITTEE implementation of the Trust's Hegarty*, Ives* (ex-
regulatory and fiduciary compliance officio member) and
policies, procedures and practices Sherratt*
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 REVIEW 3 Requests, reviews and considers the All Independent Trustees
COMMITTEE information deemed reasonably of the Board (Cohn,
necessary to evaluate the terms of the Gunning, Gutow, Hegarty,
investment advisory and principal Ives, Lane, Perera,
underwriting agreements and the Plan Sherratt, and Smith)
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 4 Recommends qualified candidates to the All Independent Trustees
COMPENSATION COMMITTEE Board in the event that a position is of the Board (Cohn,
vacated or created. The Committee will Gunning, Gutow, Hegarty,
consider recommendations by shareholders Ives, Lane, Perera,
when a vacancy exists. Shareholders Sherratt, and Smith)
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 TRADING AND 6 Oversees the policies, procedures and Cohn*, Gunning*, Gutow*,
MARKETING REVIEW practices of the Trust with respect to Hegarty*, Ives* (ex-
COMMITTEE brokerage transactions involving officio member),
portfolio securities as those policies, Perera*, and Smith*
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 COMMITTEE 4 Oversees the determination of the Ives* (ex-officio
value of the portfolio securities and member), Lane*, Perera*,
other assets held by the Trust and and Smith*
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.
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(1) Information about each committee member (other than Ms. Elaine Smith, who is not standing for
reelection) is set forth above on pages 3-5.
* Independent Trustees.
The Trustees generally hold at least nine regular meetings each calendar year.
These regular meetings take place over a two-day period. The performance and
operations of each of the Funds is reviewed by the Trustees at each meeting and
more in-depth reviews of particular Funds are conducted by the Trustees
throughout the year. The Trust held 14 Board meetings during the fiscal year
ended June 30, 2004. Each Trustee attended at least 75% of the Board and
applicable committee meetings noted for the Trust.
NOMINATION AND COMPENSATION COMMITTEE
The Trustees have adopted a written charter for the Nomination and Compensation
Committee, a copy of which is included as Exhibit 1 to this Proxy Statement.
The Trust currently does not maintain a website on which the charter is
available.
The 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 the Trust's current Trustees, officers or
shareholders or by MFS or any other source deemed appropriate by the Nomination
and Compensation Committee. The Nomination and Compensation Committee may, but
is not required to, retain a third-party search firm at the Trust's expense to
identify potential candidates.
The Nomination and Compensation Committee will review and consider nominees
recommended by shareholders to serve as Trustee, provided that the recommending
shareholder follows the Procedures for Shareholders to Submit Nominee
Candidates, which are set forth as Appendix B to the Trust's Nomination and
Compensation Committee Charter, attached to this Proxy Statement as Exhibit 1.
Among other requirements, these procedures provide that the recommending
shareholder must submit any recommendation in writing to the Trust, to the
attention of the Trust's Secretary, at the address of the principal executive
offices of the Trust. Any recommendation must include certain biographical
information and other information regarding the candidate and the recommending
shareholder, and must include a written and signed consent of the candidate to
be named as a nominee and to serve as a Trustee if elected. The foregoing
description is only a summary. 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 the Trust.
SHARE OWNERSHIP
As of January 18, 2005, the Trustees and officers of each Fund as a whole owned
less than 1% of the outstanding shares of any Fund.
The following table shows the dollar range of equity securities beneficially
owned by each nominee (i) in each Fund and (ii) on an aggregate basis, in all
MFS funds overseen, or to be overseen, by the Trustees 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
AGGREGATE RANGE OF EQUITY
DOLLAR SECURITIES IN
RANGE OF ALL MFS FUNDS
EQUITY OVERSEEN OR TO BE
SECURITIES IN OVERSEEN BY THE
NAME OF TRUSTEE INDIVIDUAL FUND NAME THE FUND NOMINEE
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INTERESTED TRUSTEE NOMINEES
Robert J. Manning MFS Institutional International Equity Fund N D
MFS Institutional International Research
Equity Fund N
MFS Institutional Large Cap Growth Fund N
MFS Institutional Large Cap Value Fund N
Robert C. Pozen MFS Institutional International Equity Fund N D
MFS Institutional International Research
Equity Fund N
MFS Institutional Large Cap Growth Fund N
MFS Institutional Large Cap Value Fund N
INDEPENDENT TRUSTEE NOMINEES
Lawrence H. Cohn, M.D. MFS Institutional International Equity Fund N D
MFS Institutional International Research
Equity Fund N
MFS Institutional Large Cap Growth Fund N
MFS Institutional Large Cap Value Fund N
David H. Gunning MFS Institutional International Equity Fund N D
MFS Institutional International Research
Equity Fund N
MFS Institutional Large Cap Growth Fund N
MFS Institutional Large Cap Value Fund N
William R. Gutow MFS Institutional International Equity Fund N D
MFS Institutional International Research
Equity Fund N
MFS Institutional Large Cap Growth Fund N
MFS Institutional Large Cap Value Fund N
Michael Hegarty MFS Institutional International Equity Fund N N
MFS Institutional International Research
Equity Fund N
MFS Institutional Large Cap Growth Fund N
MFS Institutional Large Cap Value Fund N
J. Atwood Ives MFS Institutional International Equity Fund N D
MFS Institutional International Research
Equity Fund N
MFS Institutional Large Cap Growth Fund N
MFS Institutional Large Cap Value Fund N
Amy B. Lane MFS Institutional International Equity Fund N A
MFS Institutional International Research
Equity Fund N
MFS Institutional Large Cap Growth Fund N
MFS Institutional Large Cap Value Fund N
Lawrence T. Perera MFS Institutional International Equity Fund N D
MFS Institutional International Research
Equity Fund N
MFS Institutional Large Cap Growth Fund N
MFS Institutional Large Cap Value Fund N
J. Dale Sherratt MFS Institutional International Equity Fund N D
MFS Institutional International Research
Equity Fund N
MFS Institutional Large Cap Growth Fund N
MFS Institutional Large Cap Value Fund N
Laurie J. Thomsen MFS Institutional International Equity Fund N N
MFS Institutional International Research
Equity Fund N
MFS Institutional Large Cap Growth Fund N
MFS Institutional Large Cap Value Fund N
SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF TRUSTEES
The Board of Trustees of the 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 of Trustees, MFS
Institutional Trust, c/o Massachusetts Financial Services Company, 500 Boylston
Street, Boston, Massachusetts 02116, Attention: Frank Tarantino, Independent
Chief Compliance Officer. Shareholder communications must (i) be in writing and
be signed by the shareholder, (ii) identify the MFS Fund to which they relate
and (iii) identify the class and number of shares held by the shareholder. The
Fund's Independent Chief Compliance Officer ("ICCO") is responsible for
reviewing all properly submitted shareholder communications. The ICCO shall
either (i) provide a copy of each properly submitted shareholder communication
to the Board at its next regularly scheduled meeting or (ii) if the ICCO
determines that the communication requires more immediate attention, forward
the communication to the Chair of the Trustees promptly after receipt. The ICCO
may, in good faith, determine that a shareholder communication should not be
provided to the Board because it is ministerial in nature (such as a request
for 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 the Trust, (ii) any communication from an employee or agent of the
Trust, unless such communication is made solely in such employee's or agent's
capacity as a shareholder or (iii) any shareholder proposal submitted pursuant
to Rule l4a-8 under the Securities Exchange Act of 1934, as amended, or any
communication made in connection with such a proposal. The Trust's Trustees are
not required to attend the Fund's shareholder meetings or to otherwise make
themselves available to shareholders for communications, other than pursuant to
the aforementioned procedures.
The Trust's Declaration of Trust currently provides that the Trust will
indemnify its Trustees and officers against liabilities and expenses incurred
in connection with litigation in which they may be involved because of their
offices with the Trust, unless it is finally adjudicated or, in case of a
settlement, it has been determined by Trustees not involved in the matter or
independent legal counsel, that they have not acted in good faith in the
reasonable belief that their actions were in the best interests of the Trust or
that they engaged in willful misfeasance or acted with bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of their
offices.
TRUSTEE COMPENSATION TABLE
The table below shows the cash compensation paid to the Trustees by each Fund
for the fiscal year ended on June 30, 2004. Interested Trustees receive no
compensation from any Fund for their services as Trustees. The table includes
information for Mr. Ward Smith, who passed away on August 15, 2004, Mr. William
Poorvu, who retired as a Trustee of the Trust at the end of calendar year 2004,
and Ms. Smith, who is not standing for reelection.
TOTAL CASH
COMPENSATION
TRUSTEE FEES FROM FUND AND
NAME OF TRUSTEE(1) INDIVIDUAL FUND NAME FROM FUND FUND COMPLEX(2)
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Lawrence H. Cohn, M.D. MFS Institutional International
Equity Fund $769.89 $196,098.20
MFS Institutional International
Research Equity Fund $251.15
MFS Institutional Large Cap Growth
Fund $907.79
MFS Institutional Large Cap Value
Fund $484.11
David H. Gunning(3) MFS Institutional International
Equity Fund $568.69 $196,098.20
MFS Institutional International
Research Equity Fund $165.02
MFS Institutional Large Cap Growth
Fund $563.38
MFS Institutional Large Cap Value
Fund $282.91
William R. Gutow MFS Institutional International
Equity Fund $769.89 $196,098.20
MFS Institutional International
Research Equity Fund $251.15
MFS Institutional Large Cap Growth
Fund $907.79
MFS Institutional Large Cap Value
Fund $484.11
Michael Hegarty(4) MFS Institutional International
Equity Fund N/A $ 20,977.44
MFS Institutional International
Research Equity Fund N/A
MFS Institutional Large Cap Growth
Fund N/A
MFS Institutional Large Cap Value
Fund N/A
J. Atwood Ives MFS Institutional International
Equity Fund $857.26 $266,098.20
MFS Institutional International
Research Equity Fund $271.80
MFS Institutional Large Cap Growth
Fund $969.27
MFS Institutional Large Cap Value
Fund $521.57
Amy B. Lane(3) MFS Institutional International
Equity Fund $573.07 $197,098.20
MFS Institutional International
Research Equity Fund $165.96
MFS Institutional Large Cap Growth
Fund $565.99
MFS Institutional Large Cap Value
Fund $284.63
Lawrence T. Perera MFS Institutional International
Equity Fund $781.77 $201,098.20
MFS Institutional International
Research Equity Fund $255.61
MFS Institutional Large Cap Growth
Fund $924.36
MFS Institutional Large Cap Value
Fund $491.95
William J. Poorvu MFS Institutional International
Equity Fund $786.15 $207,098.20
MFS Institutional International
Research Equity Fund $256.55
MFS Institutional Large Cap Growth
Fund $926.97
MFS Institutional Large Cap Value
Fund $493.67
J. Dale Sherratt MFS Institutional International
Equity Fund $828.31 $211,098.20
MFS Institutional International
Research Equity Fund $263.70
MFS Institutional Large Cap Growth
Fund $942.58
MFS Institutional Large Cap Value
Fund $507.06
Elaine R. Smith MFS Institutional International
Equity Fund $785.96 $201,098.20
MFS Institutional International
Research Equity Fund $254.61
MFS Institutional Large Cap Growth
Fund $917.36
MFS Institutional Large Cap Value
Fund $490.43
Ward Smith MFS Institutional International
Equity Fund $861.61 $144,152.43
MFS Institutional International
Research Equity Fund $270.93
MFS Institutional Large Cap Growth
Fund $962.15
MFS Institutional Large Cap Value
Fund $517.00
- ----------
(1) Each Trustee who is an "interested person" of MFS (within the meaning of the 1940 Act) serves
without any compensation from any Fund.
(2) For calendar year 2004. Trustees receiving compensation from the Trust served as Trustee of 97
funds within the MFS Fund complex (having aggregate net assets at December 31, 2004 of
approximately $92 billion). This column does not include fees in the amount of $20,977.44
received by Ms. Thomsen from the MFS Fund complex for her services as an Advisory Trustee.
(3) Mr. Gunning and Ms. Lane became Trustees on January 27, 2004.
(4) Mr. Hegarty became a Trustee after the fiscal-year end of the Trust but before the end of
calendar year 2004. Accordingly, the table indicates that he did not receive compensation from
the Funds during their reporting period but did receive compensation from the complex during
calendar year 2004.
FUND INFORMATION
This section provides certain information about each Fund, including
information about its investment adviser, Independent Registered Public
Accounting Firm, executive officers, and the identity of persons holding more
than 5% of the outstanding shares 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
The Independent Registered Public Accounting Firm for each Fund is Deloitte &
Touche LLP ("Deloitte"), and the fiscal year end for each Fund is June 30. The
Independent Registered Public Accounting Firm does not have a direct or
material indirect interest in any 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
(inclusive of annual review of basic maintenance testing associated
with the Preferred Shares), 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
Fund's Independent Registered Public Accounting Firm, for each Fund's two most
recent fiscal years, for non-audit services rendered to each Fund and each
Fund's Service Affiliates.
The Audit Committee has considered whether the provision by the Trust's
Independent Registered Public Accounting Firm of non-audit services to the
Trust'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 Trust) was compatible with
maintaining the independence of the Independent Registered Public Accounting
Firm as the Trust's principal auditor.
EXECUTIVE OFFICERS
The following table provides information about the current executive officers
of each Fund 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
POSITION(s) HELD OFFICER DURING THE PAST FIVE YEARS
NAME, DATE OF BIRTH WITH FUND SINCE(1) & DIRECTORSHIPS(2)
- ------------------------------------------------------------------------------------------------------
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
(born 12/01/56) Company, Senior Vice President,
General Counsel and Secretary
(since April 2004); Hale and Dorr
LLP (law firm) (prior to April
2004)
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)
James F. DesMarais(3) Assistant Secretary September 2004 Massachusetts Financial Services
(born 03/09/61) and Assistant Clerk Company, Assistant General
Counsel
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
(born 11/11/64) and Assistant Clerk Company, 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
(born 03/07/44) Compliance Officer Chief 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 Fund. 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 Fund's officers hold comparable positions with the 97 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 January 18, 2005, to the best
knowledge of each Fund, the shareholders who beneficially owned more than 5% of
the outstanding shares of such 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: Dr.
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, which have been brought on behalf of certain MFS
funds, not including the Funds, 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 and
the Securities Exchange Act of 1934, the Investment Company Act of 1940 and the
Investment Advisers Act of 1940, 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).
All proxies received, 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 for a nominee for election as Trustee, 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.
Each shareholder of a Fund is entitled to one vote for each dollar of net asset
value (number of shares of the Fund owned by such shareholder, times net asset
value per share) of the Fund that such shareholder owns at the close of
business on January 18, 2005, on each matter on which the shareholder is
entitled to vote. Each fractional dollar amount is entitled to a proportionate
fractional vote.
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 the
Funds' intention that proxies not limited to the contrary will be voted in
accordance with the judgment of the persons named in the enclosed form of
proxy.
INSTRUCTIONS FOR VOTING PROXIES
The giving of a proxy will not affect a shareholder's right to vote in person
should the shareholder decide to attend the Meeting. To vote by mail, please
mark, sign, date and return the enclosed proxy card following the instructions
printed on the card. 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
Because all shareholders will vote together as a single class with respect to
the election of Trustees, 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.
With regard to a proposal other than the election of Trustees (if any), if any
shareholder at the Meeting objects to the holding of a simultaneous Meeting and
moves for an adjournment of the Meeting to a time promptly after the
simultaneous Meetings, the persons named as proxies will vote in favor of such
adjournment with respect to such other proposals.
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, please contact MFS
Institutional Advisers, Inc. at (877) 960-6077.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
February 3, 2005 MFS(R) INSTITUTIONAL INTERNATIONAL EQUITY FUND
MFS(R) INSTITUTIONAL INTERNATIONAL RESEARCH EQUITY FUND
MFS(R) INSTITUTIONAL LARGE CAP GROWTH FUND
MFS(R) INSTITUTIONAL LARGE CAP VALUE FUND
EXHIBIT 1
MFS FUNDS BOARD
NOMINATION AND COMPENSATION COMMITTEE CHARTER
(ADOPTED AS OF JULY 20, 2004)
The Board of Trustees (the "Board") of each of the Trusts listed in Appendix A
hereto, as the same may be periodically updated (each a "Trust" and,
collectively, the "Trusts"), has adopted this Charter to govern the activities
of the Nomination and Compensation Committee (the "Committee") of the
particular Board on behalf of each series of a Trust and each Trust which is
itself a single series (each such series a "Fund" and, collectively, the
"Funds"). This Charter applies separately to each Trust and its particular
Board and Committee, and shall be interpreted accordingly.
STATEMENT OF PURPOSES AND RESPONSIBILITIES
The Committee is responsible for (i) determining requisite standards or
qualifications for nominees to serve as trustees on the Board, (ii) identifying
possible candidates to become members of the Board in the event that a trustee
position is vacated or created and/or in contemplation of a shareholders'
meeting at which one or more trustees is to be elected, and (iii) considering
and evaluating such candidates and recommending trustee nominees for the
Board's approval.
In addition, the Committee is responsible for recommending for approval by the
Board the structure and levels of compensation and other related benefits to be
paid or provided by the Funds to Board members ("Independent Trustees") who are
not "interested persons" of the Trust, as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended (the "1940 Act").
ORGANIZATION AND GOVERNANCE
The Committee shall be comprised of all of the Independent Trustees on the
Board, and shall not include any members who are not Independent Trustees.
One or more members of the Committee may be designated by the Board as the
Committee's chair or co-chair, as the case may be. The Committee may delegate
any portion of it authority or responsibilities to a sub-committee of one or
more members.
The Committee will not have regularly scheduled meetings. Committee meetings
shall be held as and when the Committee or the Board determines necessary or
appropriate in accordance with the Trust's By-Laws. The Chair of the Trustees,
the chair or vice-chair of the Committee or a majority of the members of the
Committee are authorized to call a meeting of the Committee and send notice
thereof or direct that such notice be sent.
A majority of the members of the Committee shall constitute a quorum for the
transaction of business at any meeting of the Committee. The action of a
majority of the members of the Committee present at a meeting at which a quorum
is present shall be the action of the Committee. The Committee may also take
action by written consent of a majority of the Committee members. The Committee
may meet by means of a telephone conference circuit or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.
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
For each Fund's last two fiscal years, fees billed by each Fund's Independent
Registered Public Accounting Firm for services provided directly to each Fund:
INDEPENDENT
REGISTERED AUDIT-RELATED
PUBLIC AUDIT FEES FEES TAX FEES
ACCOUNTING -------------------------- ------------------------ -----------------------
FUND FIRM 2004 2003 2004 2003 2004 2003
- ---------------------------------------------------------------------------------------------------------------------------------
MFS Institutional International Deloitte $29,625 $28,550 $0 $0 $5,700 $4,700
Equity Fund
MFS Institutional International Deloitte $30,200 $10,600 $0 $0 $5,400 $4,400
Research Equity Fund
MFS Institutional Large Cap Growth Deloitte $29,350 $28,300 $0 $0 $5,400 $4,400
Fund
MFS Institutional Large Cap Value Deloitte $29,050 $25,450 $0 $0 $5,400 $4,400
Fund
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.
For each Fund's last two fiscal years, 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:
INDEPENDENT
REGISTERED AUDIT-RELATED
PUBLIC FEES(1) TAX FEES(1) ALL OTHER FEES(1)
ACCOUNTING -------------------------- ------------------------ -----------------------
FUND FIRM 2004 2003 2004 2003 2004 2003
- ---------------------------------------------------------------------------------------------------------------------------------
Service Affiliates of MFS Deloitte $601,650 $126,500 $35,000 $20,000 $7,500 $87,433
Institutional International
Equity Fund
Service Affiliates of MFS Deloitte $601,650 $126,500 $35,000 $20,000 $7,500 $87,433
Institutional International
Research Equity Fund
Service Affiliates of MFS Deloitte $601,650 $126,500 $35,000 $20,000 $7,500 $87,433
Institutional Large Cap Growth
Fund
Service Affiliates of MFS Deloitte $601,650 $126,500 $35,000 $20,000 $7,500 $87,433
Institutional Large Cap Value
Fund
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(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 (portions of which services also related to the operations and financial
reporting of all funds within the MFS fund 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 tables above, no services described under "Audit-Related Fees," "Tax
Fees" or "All Other Fees" were approved pursuant to the de minimis exception
set forth in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
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 each Fund's Service Affiliates:
INDEPENDENT REGISTERED
FUND PUBLIC ACCOUNTING FIRM 2004 2003
- ---------------------------------------------------------------------------------------------------------------------
MFS Institutional International Equity Fund Deloitte $757,850 $262,962
MFS Institutional International Research Equity Fund Deloitte $757,550 $262,662
MFS Institutional Large Cap Growth Fund Deloitte $757,550 $262,662
MFS Institutional Large Cap Value Fund Deloitte $757,550 $262,662
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 such Fund.
NUMBER OF
OUTSTANDING PERCENTAGE OF
SHARES OUTSTANDING
NAME AND ADDRESS BENEFICIALLY SHARES
FUND NAME OF SHAREHOLDER OWNED OWNED
- ------------------------------------------------------------------------------------------------------------------
MFS INSTITUTIONAL INTERNATIONAL AMERICAN EXPRESS TRUST 2,962,802.98 6.26
EQUITY FUND CO FBO AMERICAN EXPRESS
TRUST RET PLAN
50534 AXP FINANCIAL CTR
MINNEAPOLIS MN 55474
NESTLE IN THE USA 2,604,540.23 5.50
PENSION TRUST
800 N BRAND BLVD
GLENDALE CA 91203-1245
PEARSON INC RETIREMENT 3,857,684.37 8.15
PLAN c/o JPMORGAN RPS
MGMT RPTG TEAM
9300 WARD PARKWAY
KANSAS CITY MO 64114-3317
TRINITY UNIVERSITY 2,461,872.29 5.20
1 TRINITY PL
SAN ANTONIO TX 78212-7200
MFS INSTITUTIONAL INTERNATIONAL SALOMON SMITH BARNEY 4,327,835.66 46.05
RESEARCH EQUITY FUND INC. 00116823568
333 WEST 34TH ST
3RD FLOOR
NEW YORK NY 10001-2402
SALOMON SMITH BARNEY 2,850,904.54 30.34
INC. 00116823582
333 WEST 34TH ST
3RD FLOOR
NEW YORK NY 10001-2402
SALOMON SMITH BARNEY 1,016,503.22 10.82
INC. 00116823569
333 WEST 34TH ST
3RD FLOOR
NEW YORK NY 10001-2402
SALOMON SMITH BARNEY 682,426.51 7.26
INC. 00116823570
333 WEST 34TH ST
3RD FLOOR
NEW YORK NY 10001-2402
SALOMON SMITH BARNEY 496,421.63 5.28
INC. 00116823571
333 WEST 34TH ST
3RD FLOOR
NEW YORK NY 10001-2402
MFS INSTITUTIONAL LARGE CUMBERLAND COUNTY 1,877,780.11 23.25
CAP GROWTH FUND RETIREMENT BOARD JOHN GROSS
TREASURER ALFRED L WHITCOMB
CONTROLLER 1 COURT HOUSE SQ CARLISLE
PA 17013-3323
FIDELITY INVESTMENTS INSTITUTIONAL 420,698.43 5.21
OPERATIONS CO INC (FIIOC) AS AGENT
FOR CERTAIN EMPLOYEE BENEFIT PLANS
100 MAGELLAN WAY # KW1C COVINGTON KY
41015-1999
POST & CO #119248 2,544,850.72 31.51
c/o BANK OF NEW YORK PO BOX 1066
NEW YORK NY
10268-1066
WENDEL & CO #502153 2,247,302.65 27.83
c/o THE BANK OF NEW YORK MUTUAL FUND /
/REORG DEPT P O BOX 1066 WALL STREET
STATION NEW YORK NY 10268-1066
WORCESTER ACADEMY 81 PROVIDENCE ST 984,870.62 12.20
WORCESTER MA 01604-4299
MFS INSTITUTIONAL LARGE CITIBANK NA TRUSTEE FOR RJ REYNOLDS 1,827,773.57 18.63
CAP VALUE FUND CAPITAL INVESTMENT PLAN 111 WALL
STREET 14TH FLOOR ZONE 06 NEW YORK
NY 10043-1000
CITY OF LEOMINSTER CONTRIBUTORY 2,882,265.77 29.38
RETIREMENT SYSTEM 25 WEST ST
LEOMINSTER MA 01453-5699
HEICO HOLDING INC MASTER RETIREMENT 1,300,056.06 13.25
TRUST 2626 WARRENVILLE RD STE 300
DOWNERS GROVE IL 60515
SAVANNAH ILA EMPLOYERS PENSION PLAN 536,414.89 5.47
PO BOX 1280 SAVANNAH GA 31402-1280
US BANK FBO OREGON AND SOUTHWEST 1,322,554.49 13.48
WASHINGTON PAINTERS PENSION TRUST
FUND PO BOX 1787 MILWAUKEE WI
53201-1787
YORK COLLEGE OF PENNSYLVANIA POOLED 592,898.86 6.04
INVESTMENT COUNTRY CLUB ROAD YORK PA
17405
SAVANNAH ILA EMPLOYERS PENSION PLAN 536,414.89 5.47
PO BOX 1280 SAVANNAH GA 31402-1280
M F S(SM)
INVESTMENT MANAGEMENT(R)
MFSI-PRX-2/05
THREE EASY WAYS TO VOTE YOUR PROXY
READ THE PROXY STATEMENT AND HAVE THE PROXY CARD AT HAND.
TELEPHONE: Call 1-888-221-0697 and follow the simple instructions.
INTERNET: Go to www.proxyweb.com and follow the on-line directions.
MAIL: Vote, sign, date and return your proxy by mail.
IF YOU VOTE BY TELEPHONE OR INTERNET, DO NOT MAIL YOUR PROXY.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST
PROXY FOR THE 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 THE PROPOSAL. 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 PROPOSAL ON THE REVERSE SIDE.
Date ________________________
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
- --------------------------------------------
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.
MFS Int fg
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE FOR THE ITEM.
ITEM 1. To elect Trustees
Nominees:
(01) Lawrence H. Cohn, M.D.
(02) David H. Gunning
(03) William R. Gutow
(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
FOR all Nominees listed WITHHOLD authority to
(except as marked to the vote for all nominees
contrary at left)
0 0
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THE NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
- -------------------------------------------------------------------------------
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
MFS Int fg