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
MFS/Sun Life Series 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)
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:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
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TECHNOLOGY SERIES
500 Boylston Street, Boston, Massachusetts 02116
Notice of a Special Meeting of Shareholders
To be held on August 15, 2006
A Special Meeting of Shareholders of the Technology Series (the "Fund") will be
held at 500 Boylston Street, Boston, Massachusetts 02116, at 10:30 a.m. on
Tuesday, August 15, 2006, for the following purposes:
ITEM 1. To approve a change to the Fund's sub-classification under the
Investment Company Act of 1940 from a diversified company to a
non-diversified company.
ITEM 2. To approve an amendment to the Fund's fundamental investment policy
concerning concentration.
ITEM 3. To transact such other business as may properly come before the
Meeting and any adjournments thereof.
THE TRUSTEES OF THE FUND RECOMMEND
THAT YOU VOTE IN FAVOR OF ALL ITEMS.
Only the Fund's shareholders of record on June 5, 2006 will be entitled to vote
at the Fund's Meeting of Shareholders.
By order of the Board of Trustees
Susan S. Newton
Assistant Secretary and Assistant Clerk
June 12, 2006
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.
TECHNOLOGY SERIES
Proxy Statement
June 12, 2006
This Proxy Statement is furnished in connection with the solicitation of proxies
by and on behalf of the Board of Trustees (the "Board") of MFS/Sun Life Series
Trust (the "Trust") to be used at the Meeting of Shareholders (the "Meeting") of
the Technology Series (the "Fund), a series of the Trust, to be held at [10:30
a.m.] on August 15, 2006 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 June 5, 2006, the following number of shares were outstanding for the Fund:
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SHARES
OUTSTANDING
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INITIAL SERVICE
FUND NAME CLASS CLASS
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Technology Series
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Shareholders of record at the close of business on June 5, 2006 will be entitled
to one vote for each dollar of net asset value held on that date.
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
Fund, by automated telephone service or by mail using the enclosed proxy card.
The mailing address of the Trust and of the 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 June 12, 2006.
In addition to soliciting proxies by mail, the Trustees of the Trust and
employees of Massachusetts Financial Services Company ("MFS"), the Fund's
investment adviser and administrator, may solicit proxies in person or by
telephone. The expenses of the preparation of the proxy statement and related
materials, including printing and delivery costs, are borne by the Fund.
A copy of the Fund's most recent annual report and semi-annual report may be
obtained without charge by contacting MFS Service Center, Inc., the Fund's
transfer and shareholder servicing agent, at 500 Boylston Street, Boston,
Massachusetts 02116, or by telephoning toll-free (800) 637-2304.
ITEM 1 - PROPOSAL TO CHANGE THE FUND'S SUBCLASSIFICATION
The Board has approved, and recommends that shareholders of the Fund approve,
changing the Fund from a "diversified company" to a "non-diversified company."
As a "diversified company" under Section 5(b) of the Investment Company Act of
1940 Act, as amended (the "1940 Act"), the Fund must have at least 75% of the
value of its total assets in cash and cash items (including receivables),
government securities, securities of other investment companies, and other
securities (the "75% basket"). For purposes of the 75% basket, the Fund may not
count securities of a single issuer that account for more than 5% of the Fund's
total assets or that constitute more than 10% of such issuer's outstanding
voting securities as "other securities." As to the remaining 25% of the Fund's
total assets, there is no limitation on the amount of assets the Fund may invest
in a single issuer.
For example, currently, if the Fund seeks to make an investment that will cause
its ownership of an issuer to constitute 6% of the Fund's total assets, because
the Fund is a "diversified company" that position would be excluded from the 75%
basket. In addition, if the Fund's acquisition of an issuer's shares causes the
Fund to hold more than 10% of an issuer's outstanding voting securities, that
position would likewise be excluded from the 75% basket. This restriction is
designed to prevent funds that hold themselves out as diversified from being
tied too closely to the success of one or a few issuers. In addition, the
restriction is designed to prevent such funds from controlling portfolio
companies.
Conversely, the 1940 Act places no limits on a "non-diversified company" in this
regard.
The Fund's sub-classification as a "diversified company" cannot be changed
without shareholder approval. If shareholders approve the Proposal, the Fund
will no longer be required to comply with the diversification standards outlined
above. As a result, the Fund will be permitted to invest a relatively large
percentage of its assets in a single issuer or a small number of issuers. MFS
has advised the Board that changing the Fund's sub-classification to
"non-diversified" would allow the Fund's portfolio manager greater flexibility
in pursuing the Fund's investment objective. MFS believes that there are a
number of technology companies that present opportunities for growth. If the
Fund is "non-diversified," the portfolio manager will have the flexibility to
make larger investment in technology companies he considers attractive. While
investing a larger portion of the Fund's assets in the stocks of fewer
technology companies may prove beneficial when such stocks outperform the
market, larger investments in the stocks of fewer technology companies will also
magnify any negative or under-performance by such stocks. In general, because
the fund's performance may become more closely tied to the value of a single
issuer or a small number of issuers, it may become more volatile than the
performance of more diversified funds. However, MFS believes these additional
risks are outweighed by the potential for improved performance.
Approval of this proposal will not affect the Fund's ability or requirement to
comply with the diversification and other requirements of the Internal Revenue
Code of 1986, as amended (the "Code"), applicable to regulated investment
companies so that the Fund will not be subject to U.S. federal income taxes on
its net investment income. In this regard, the applicable diversification
requirements imposed by the Code provide that the Fund must diversify its
holdings so that at the end of each quarter of the Fund's taxable year (i) at
least 50% of the market value of the Fund's total assets is represented by cash
and cash items, U.S. government securities, the securities of other regulated
investment companies and other securities, with such other securities of any one
issuer limited for purposes of this calculation to an amount not greater than 5%
of the value of the Fund's total assets and not more than 10% of the outstanding
voting securities of such issuer, and (ii) not more than 25% of the value of the
Fund's total assets is invested in (x) the securities of any one issuer or of
two or more issuers which the Fund controls and which are engaged in the same,
similar, or related trades or businesses (other than U.S. government securities
or the securities of other regulated investment companies) or (y) in the
securities of one or more publicly traded partnerships.
REQUIRED VOTE
Approval of this matter will require the vote of (i) 67% or more of the
outstanding voting securities of the Fund present at the Meeting, if the holders
of more than 50% of the outstanding voting securities of the Fund are present or
represented by proxy or (ii) more than 50% of the outstanding voting securities
of the Fund, whichever is less.
THE TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF THE
FUND VOTE TO APPROVE THIS PROPOSAL.
ITEM 2 - PROPOSAL TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY CONCERNING
CONCENTRATION
The Board has approved, and recommends that shareholders of the Fund approve, an
amendment to the Fund's concentration policy. Under the 1940 Act, a fund must
recite any policy to concentrate its investments in securities of issuers in a
particular industry or group of industries in the fund's prospectus. Any change
to this policy requires shareholder approval. While the 1940 Act does not define
what constitutes "concentration" in an industry, the staff of the Securities and
Exchange Commission takes the position that investment of more than 25% of a
fund's assets in any one industry or group of industries constitutes
concentration. If a fund concentrates in a particular industry or group of
industries, it must have more than 25% of its assets invested in that industry
or group of industries. The Fund currently has a fundamental investment policy
not to concentrate its investments in a particular industry.
Under normal market conditions, the Fund invests at least 80% of its net assets
in common stocks and related securities such as preferred stock, convertible
securities and depositary receipts, of companies that MFS believes have above
average growth potential and will benefit from technological advances and
improvements (the Fund's "name policy"). These companies are in such fields as
computer software and hardware, semiconductors, minicomputers, peripheral
equipment, scientific instruments, telecommunications, pharmaceuticals,
environmental services, chemicals, synthetic materials, defense and commercial
electronics, data storage and retrieval, biotechnology, and health care and
medical supplies.
The Fund's current fundamental investment policy with respect to industry
concentration states:
"The Fund may not purchase any securities of an issuer in a particular industry
if as a result 25% or more of its total assets (taken at market value at the
time of purchase) would be invested in securities of issuers whose principal
business activities are in the same industry."
The proposed fundamental investment policy with respect to industry
concentration that you are asked to approve states:
"The Fund may not purchase any securities of an issuer in a particular industry
if as a result 25% or more of its total assets (taken at market value at the
time of purchase) would be invested in securities of issuers whose principal
business activities are in the same industry, provided however, that the Fund
will invest at least 25% of its total assets in the securities of issuers
principally engaged in offering, using, or developing products, processes, or
services that will provide or will benefit significantly from technological
advances and improvements."
For purposes of this policy, MFS considers an issuer to be principally engaged
in offering, using, or developing products, processes, or services that will
provide or will benefit significantly from technological advances and
improvements if (i) at least 50% of any issuer's assets, income, sales, or
profits are committed to, or derived from, such activities, or (ii) a third
party has given the issuer an industry or sector classification consistent with
such activities.
The change in concentration policy is intended to provide the portfolio manager
of your Fund with additional flexibility in selecting investments in companies,
fields and industries that MFS considers to be principally engaged in offering,
using or developing products, processes or services that will provide or benefit
significantly from technological advances and improvements ("technology
companies"). MFS believes that there are a number of companies engaged in these
activities that present opportunities for growth. If the Fund is permitted to
concentrate its assets technology companies within a particular industry, MFS
believes that the portfolio manager may be able to take advantage of investment
opportunities that would otherwise be prohibited.
As noted above, under normal circumstances, the Fund already invests at least
80% of its net assets in common stocks and related securities that MFS believes
will benefit from technological advances and improvements. Thus, the Fund's
performance currently is, and will continue to be, tied to the performance of
issuers in a limited number of industries, which may react similarly to market,
economic, political or regulatory conditions and developments. If shareholders
approve the Proposal, the Fund will be permitted to invest a relatively large
percentage of its assets in technology companies within a single industry (e.g.,
electronics). While investing a larger portion of the Fund's assets in the
stocks of technology companies in a single industry may prove beneficial when
stocks in that industry outperform the market, larger investments in stocks in a
single industry will also magnify any negative or under-performance by such
stocks. As a result, the fund's performance could be more volatile than the
performance of more broadly diversified funds. However, MFS believes these
additional risks are outweighed by the potential for improve performance. The
price of technology stocks can also be very volatile, especially over the
short-term, due to the rapid pace of product change and technological
developments. Issuers doing business in the technology area are subject to
significant competitive pressures, such as new market entrants, short product
cycles, competition for market share and falling prices and profits. Issuers
doing business in the technology area also face the risk that new services,
equipment or technologies will not be commercially successful or will rapidly
become obsolete.
Please note that if the proposed changes to the fundamental investment policy
are approved by shareholders, the Trustees have approved corresponding changes
to the Fund's name policy, which is set forth above, so that the Fund's name
policy and the Fund's policy regarding concentration are complementary. The
Fund's new name policy, which will take effect only if the Fund's shareholders
approve the proposed fundamental investment policy, will be:
Under normal market conditions, the Fund invests at least 80% of its net assets
in securities of issuers principally engaged in offering, using, or developing
products, processes, or services that will provide or will benefit significantly
from technological advances and improvements.
The Fund's investment objective and other fundamental investment policies will
not be affected by the proposed changes.
REQUIRED VOTE
Approval of this matter will require the vote of (i) 67% or more of the
outstanding voting securities of the Fund present at the Meeting, if the holders
of more than 50% of the outstanding voting securities of the Fund are present or
represented by proxy or (ii) more than 50% of the outstanding voting securities
of the Fund, whichever is less.
THE TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF THE
FUND VOTE TO APPROVE THIS PROPOSAL.
FUND INFORMATION
This section provides certain information about the 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 the Fund.
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND ADMINISTRATOR
The Fund's investment adviser and administrator is MFS, a Delaware corporation
with offices at 500 Boylston Street, Boston, Massachusetts 02116. The Fund's
principal underwriter is 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.
INTERESTS OF CERTAIN PERSONS
Schedule A attached hereto sets forth, as of May 10, 2006, to the best knowledge
of the Fund, the shareholders who beneficially owned more than 5% of the
outstanding shares of each class of the Fund.
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 proposal to
change the Fund's subclassification and FOR the proposal to change the Fund's
concentration policy.
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, 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 the 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 each proposal,
broker non-votes, abstentions and withholding authority to vote all will have
the effect of a vote AGAINST the applicable proposal.
The 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.
The Fund knows of no other matters to be brought before the Meeting. If,
however, because of any unexpected occurrence, any matters properly come before
the Meeting, it is the 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 Fund is unaware of any such challenge at this time.
If shareholders' proxies are solicited by telephone, shareholders will be called
at the phone number that the Fund (or a shareholder's financial intermediary)
has in its records for their accounts, and will be asked for their Social
Security number or other identifying information. The shareholders will 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, please call the
toll-free number listed on the enclosed 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
The Fund 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
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 Service Center, Inc. at 1-800-637-2304. If
your shares are held in broker street name please contact your financial
intermediary 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 intermediary.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
June 12, 2006
SCHEDULE A
Interests of Certain Persons
As of May 10, 2006, to the best knowledge of the Fund, the following
shareholders beneficially owned more than 5% of the outstanding shares of any
class of the Fund.
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NUMBER OF OUTSTANDING PERCENT OF OUTSTANDING SHARES
CLASS OF SHARES NAME AND ADDRESS OF SHAREHOLDER SHARES BENEFICIALLY OWNED OF VOTED CLASS OWNED
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Initial Class Sun Life Financial - US 3,939,681.505 100.00%
VA operating Fd Group 50
One Sun Life Executive Park
Wellesley Hills, MA 02481
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Service Class Sun Life Financial - US 706,931.958 100.00%
VA operating Fd Group 50
One Sun Life Executive Park
Wellesley Hills, MA 02481
[Logo] M F S(R)
INVESTMENT MANAGEMENT
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.
[14-digit control number]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF MFS/SUN LIFE
SERIES TRUST ON BEHALF OF THE TECHNOLOGY SERIES
PROXY FOR THE MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 15, 2006
The undersigned hereby appoints Mses. Susan S. Newton, Tracy A. Atkinson, Susan
A. Pereira and Messrs. Mark N. Polebaum and Timothy M. Fagan 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 Tuesday, August 15,
2006 at [10:30 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.
Date _____________________________
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
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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.
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.
ITEM 1. To approve a change to the Fund's FOR AGAINST ABSTAIN
sub-classification under the Investment
Company Act of 1940 from a diversified [ ] [ ] [ ]
company to a non-diversified company.
ITEM 2. To approve a change to the Fund's FOR AGAINST ABSTAIN
concentration policy to require the Fund
to concentrate its assets in the securities of [ ] [ ] [ ]
issuers principally engaged in offering, using, or developing
products, processes, or services that will provide or will
benefit significantly from technological advances and
improvements.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.