UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of
Filed by the Commission Only (as permittedRegistrant ☒ Filed 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
a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
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| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 | |
MFS Variable Insurance Trust
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(Name® VARIABLE INSURANCE TRUST
MFS® VARIABLE INSURANCE TRUST II
MFS® VARIABLE INSURANCE TRUST III
(Name of Registrant as Specified in itsIts Charter)
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(Name
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENTRegistrants)
Payment of Filing Fee (Check the appropriate box):
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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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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4) Date Filed:
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MFS(R) VARIABLE INSURANCE TRUST
MFS(R) BOND SERIES
MFS(R) CAPITAL OPPORTUNITIES SERIES
MFS(R) EMERGING GROWTH SERIES
MFS(R) GLOBAL EQUITY SERIES
MFS(R) HIGH INCOME SERIES
MFS(R) INVESTORS GROWTH STOCK SERIES
MFS(R) INVESTORS TRUST SERIES
MFS(R) MID CAP GROWTH SERIES
MFS(R) MONEY MARKET SERIES
MFS(R) NEW DISCOVERY SERIES
MFS(R) RESEARCH SERIES
MFS(R) STRATEGIC INCOME SERIES
MFS(R) TOTAL RETURN SERIES
MFS(R) UTILITIES SERIES
MFS(R) VALUE SERIES
500 Boylston Street,SHAREHOLDER MEETINGS
TO BE HELD ON MARCH 23, 2017.
THIS PROXY STATEMENT IS AVAILABLE AT www.proxyonline.com/docs/MFS2017.pdf
MFS® VARIABLE INSURANCE TRUST | ||
MFS® Global Equity Series | MFS® Research Series | |
MFS® Growth Series | MFS® Total Return Bond Series | |
MFS® Investors Trust Series | MFS® Total Return Series | |
MFS® Mid Cap Growth Series | MFS® Utilities Series | |
MFS® New Discovery Series | MFS® Value Series | |
MFS® VARIABLE INSURANCE TRUST II | ||
MFS® Blended Research Core Equity Portfolio | MFS® High Yield Portfolio | |
MFS® Core Equity Portfolio | MFS® International Growth Portfolio | |
MFS® Corporate Bond Portfolio | MFS® International Value Portfolio | |
MFS® Emerging Markets Equity Portfolio | MFS® Massachusetts Investors Growth Stock Portfolio | |
MFS® Global Governments Portfolio | MFS® Research International Portfolio | |
MFS® Global Growth Portfolio | MFS® Strategic Income Portfolio | |
MFS® Global Research Portfolio | MFS® Technology Portfolio | |
MFS® Global Tactical Allocation Portfolio | MFS® U.S. Government Money Market Portfolio | |
MFS® Government Securities Portfolio | ||
MFS® VARIABLE INSURANCE TRUST III | ||
MFS® Blended Research Small Cap Equity Portfolio | MFS® Limited Maturity Portfolio | |
MFS® Conservative Allocation Portfolio | MFS® Mid Cap Value Portfolio | |
MFS® Global Real Estate Portfolio | MFS® Moderate Allocation Portfolio | |
MFS® Growth Allocation Portfolio | MFS® New Discovery Value Portfolio | |
MFS® Inflation-Adjusted Bond Portfolio | ||
111 Huntington Avenue, Boston, Massachusetts 02116
02199
Notice of a Special Meeting of Shareholders
To be held on March 23, 2005
2017
A Special Meeting of Shareholders of each of the above referenced seriesfunds (each, a "Series"“Fund” and collectively, the "Series"“Funds”) “) will be held at 500 Boylston Street,111 Huntington Avenue, Boston, Massachusetts 02116,02199, at 9:10:30 a.m. on Wednesday,Thursday, March 23, 2005,2017, 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
| ITEM 1. | To elect Steven E. Buller, John A. Caroselli, Maureen R. Goldfarb, David H. Gunning, Michael Hegarty, John P. Kavanaugh, Robert J. Manning, Clarence Otis, Jr., Maryanne L. Roepke, Robin A. Stelmach, and Laurie J. Thomsen as Trustees of each of the trusts of which the Funds are series; and | |
| ITEM 2. | To transact such other business as may properly come before the Meeting and any adjournments thereof. | |
Each Fund will hold its meeting simultaneously with each other Fund. With respect to Item 1, all of the MFS Variable Insurance Trust (the "Trust"),shareholders of which eachFunds that are series of the above referenced Series is a series; and
ITEM 2. To transact such other business as may properly come before the
Meeting and any adjournments thereof.
Each Series will hold a separate meeting. Shareholders of all Seriessame Trust will vote together as a single class with respect to Item 1.
class.
THE TRUSTEES OF THE TRUSTTHAT OVERSEE YOUR FUND RECOMMEND
THAT YOU VOTE IN FAVOR OF ITEM 1.
Only a Series'Fund’s shareholders of record on January 18, 20056, 2017 will be entitled to vote at that Series'Fund’s Meeting of Shareholders.
By order of the Board of Trustees
JAMES
CHRISTOPHER R. BORDEWICK, JR.
BOHANE
Assistant Secretary and Assistant Clerk
February 3, 2005
January 30, 2017
YOUR VOTE IS IMPORTANT. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, THEN 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 SERIES.FUND. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.
MFS(R) VARIABLE INSURANCE TRUST
MFS(R) BOND SERIES
MFS(R) CAPITAL OPPORTUNITIES SERIES
MFS(R) EMERGING GROWTH SERIES
MFS(R) GLOBAL EQUITY SERIES
MFS(R) HIGH INCOME SERIES
MFS(R) INVESTORS GROWTH STOCK SERIES
MFS(R) INVESTORS TRUST SERIES
MFS(R) MID CAP GROWTH SERIES
MFS(R) MONEY MARKET SERIES
MFS(R) NEW DISCOVERY SERIES
MFS(R) RESEARCH SERIES
MFS(R) STRATEGIC INCOME SERIES
MFS(R) TOTAL RETURN SERIES
MFS(R) UTILITIES SERIES
MFS(R) VALUE SERIES
Proxy Statement
MFS® VARIABLE INSURANCE TRUST | ||
MFS® Global Equity Series | MFS® Research Series | |
MFS® Growth Series | MFS® Total Return Bond Series | |
MFS® Investors Trust Series | MFS® Total Return Series | |
MFS® Mid Cap Growth Series | MFS® Utilities Series | |
MFS® New Discovery Series | MFS® Value Series | |
MFS® VARIABLE INSURANCE TRUST II | ||
MFS® Blended Research Core Equity Portfolio | MFS® High Yield Portfolio | |
MFS® Core Equity Portfolio | MFS® International Growth Portfolio | |
MFS® Corporate Bond Portfolio | MFS® International Value Portfolio | |
MFS® Emerging Markets Equity Portfolio | MFS® Massachusetts Investors Growth Stock Portfolio | |
MFS® Global Governments Portfolio | MFS® Research International Portfolio | |
MFS® Global Growth Portfolio | MFS® Strategic Income Portfolio | |
MFS® Global Research Portfolio | MFS® Technology Portfolio | |
MFS® Global Tactical Allocation Portfolio | MFS® U.S. Government Money Market Portfolio | |
MFS® Government Securities Portfolio | ||
MFS® VARIABLE INSURANCE TRUST III | ||
MFS® Blended Research Small Cap Equity Portfolio | MFS® Limited Maturity Portfolio | |
MFS® Conservative Allocation Portfolio | MFS® Mid Cap Value Portfolio | |
MFS® Global Real Estate Portfolio | MFS® Moderate Allocation Portfolio | |
MFS® Growth Allocation Portfolio | MFS® New Discovery Value Portfolio | |
MFS® Inflation-Adjusted Bond Portfolio | ||
PROXY STATEMENT
JANUARY 30, 2017
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 Variable Insurance Trust, (the "Trust"), of which each of the above referenced seriesMFS Variable Insurance Trust II and MFS Variable Insurance Trust III (each, a "Series"“Trust” and collectively, the "Series"“Trusts”) is a series, to be used at the Meeting of Shareholders (the “Meeting”) of each Seriesfund that is a series of one of the Trusts (each, a "Meeting"“Fund” and collectively, the “Funds”) to be held at 9:10:30 a.m. on March 23, 20052017 at 500 Boylston Street,111 Huntington Avenue, Boston, Massachusetts 02116,02199, for the purposes set forth in the accompanying Notice. IfNotice of a Special Meeting of Shareholders (the “Notice”). Information regarding the enclosed formBoard of proxy is
executed and returned, it may neverthelessTrustees can be revoked prior to its exercise by
a signed writing filed withfound in the proxy tabulation agent, Management Information
Services Corporation ("MIS"), 60 Research Road, Hingham, Massachusetts 02043,
or delivered at the Meeting. Solicitation of proxies is being made by the
mailingsection of this Notice and Proxy Statement with its enclosures on or about
February 3, 2005. On January 18, 2005, the following numberentitled “Election of shares were
outstanding for each Series:
# OF INITIAL # OF SERVICE
SHARES SHARES
TRUST OUTSTANDING OUTSTANDING
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MFS Bond Series 2,369,404.72 558,290.44
MFS Capital Opportunities Series 11,555.619.45 1,359,995.32
MFS Emerging Growth Series 46,852,048.71 1,792,813.26
MFS Global Equity Series 2,533,467.50 2.05
MFS High Income Series 36,021,463.28 5,427,762.96
MFS Investors Growth Stock Series 22,810,477.03 28,100,081.34
MFS Investors Trust Series 35,073,730.88 4,207,157.14
MFS Mid Cap Growth Series 31,181,246.08 7,057,654.09
MFS Money Market Series 2,939,821.71 N/A
MFS New Discovery Series 25,705,682.81 26,080,235.94
MFS Research Series 22,015,439.58 624,468.06
MFS Strategic Income Series 2,976,691.30 412,796.98
MFS Total Return Series 113,009,710.04 30,315,561.52
MFS Utilities Series 17,651,759.41 11,413,466.34
MFS Value Series 7,012,453.19 2,983,068.74
Trustees.”
Shareholders of record at the close of business on January 18, 20056, 2017 will be entitled to one vote for each dollar of net asset value held on that date, and
eachdate. Each fractional dollar amount will be entitled to a proportionate fractional vote. On that date, all shares of each Series were owned by separate accounts established by certain insurance companies to fund benefits under variable contracts issued by those insurance companies. Each such insurance company will solicit voting instructions with respect to shares held by the separate accounts from owners of and participants and payees under variable contracts (“contract owners”) having a voting interest in the separate accounts. All shares of each Series held by a separate account will be voted. Shares for which no timely voting instructions are received will be voted in the same proportion as shares for which instructions are received. The
On January 6, 2017, the following number of shares were outstanding for each Fund:
| Initial Class Shares Outstanding | Service Class Shares Outstanding | |||||||
MFS Variable Insurance Trust | ||||||||
MFS Global Equity Series | 2,401,875.871 | 373,873.901 | ||||||
MFS Growth Series | 30,371,612.807 | 6,296,733.951 | ||||||
MFS Investors Trust Series | 10,460,132.901 | 9,065,427.114 | ||||||
MFS Mid Cap Growth Series | 36,829,715.255 | 11,569,948.981 | ||||||
MFS New Discovery Series | 18,028,683.027 | 25,313,645.212 | ||||||
MFS Research Series | 14,818,994.337 | 8,563,299.782 | ||||||
MFS Total Return Bond Series | 75,247,033.218 | 113,359,717.453 | ||||||
MFS Total Return Series | 58,478,463.837 | 56,014,067.131 | ||||||
MFS Utilities Series | 20,656,011.577 | 38,014,979.944 | ||||||
MFS Value Series | 51,026,175.245 | 69,728,004.253 | ||||||
MFS Variable Insurance Trust II | ||||||||
MFS Blended Research Core Equity Portfolio | 6,557,952.052 | 3,661,939.363 | ||||||
MFS Core Equity Portfolio | 7,172,195.911 | 1,999,548.579 | ||||||
MFS Corporate Bond Portfolio | 5,867,582.338 | 16,721,064.434 | ||||||
MFS Emerging Markets Equity Portfolio | 1,771,538.798 | 1,959,320.652 | ||||||
MFS Global Governments Portfolio | 16,432,785.309 | 162,174.784 | ||||||
MFS Global Growth Portfolio | 2,187,649.434 | 112,409.627 | ||||||
MFS Global Research Portfolio | 3,541,341.708 | 288,721.466 | ||||||
MFS Global Tactical Allocation Portfolio | 3,851,007.569 | 49,506,133.072 | ||||||
MFS Government Securities Portfolio | 31,002,589.289 | 19,021,375.406 | ||||||
MFS High Yield Portfolio | 69,457,215.975 | 12,071,443.534 | ||||||
MFS International Growth Portfolio | 10,433,994.333 | 2,103,190.151 | ||||||
MFS International Value Portfolio | 10,456,854.438 | 57,575,602.921 | ||||||
MFS Massachusetts Investors Growth Stock Portfolio | 32,467,579.671 | 21,596,957.735 | ||||||
MFS Research International Portfolio | 23,503,576.862 | 6,200,585.062 | ||||||
MFS Strategic Income Portfolio | 4,549,145.511 | 906,264.599 | ||||||
MFS Technology Portfolio | 1,158,101.086 | 10,049,796.572 | ||||||
MFS U.S. Government Money Market Portfolio | 179,246,875.170 | 182,196,540.900 | ||||||
MFS Variable Insurance Trust III | ||||||||
MFS Blended Research Small Cap Equity Portfolio | 2,167,499.420 | 5,750,975.563 | ||||||
MFS Conservative Allocation Portfolio | 201,211.483 | 55,784,139.395 | ||||||
MFS Global Real Estate Portfolio | 8,181,402.741 | 4,723,999.644 | ||||||
MFS Growth Allocation Portfolio | 286,213.807 | 38,165,678.156 | ||||||
MFS Inflation-Adjusted Bond Portfolio | 16,900,601.482 | 17,096,507.920 | ||||||
MFS Limited Maturity Portfolio | 46,486,201.532 | 15,117,032.456 | ||||||
MFS Mid Cap Value Portfolio | 32,657,769.317 | 7,246,377.134 | ||||||
MFS Moderate Allocation Portfolio | 445,265.162 | 140,397,734.132 | ||||||
MFS New Discovery Value Portfolio | 4,300,039.916 | 781,459.426 | ||||||
With respect to Item 1, each Trust will vote separately. This means that for each Trust, the votes of shareholders of all SeriesFunds that are series of that Trust will votebe voted together as a single class with respect to the election of the Trust's
Trustees.
class.
The mailing address of each SeriesTrust and of each Fund is 500 Boylston Street,111 Huntington Avenue, Boston, Massachusetts 02116. In addition to soliciting proxies by mail, the02199. The Trustees of the TrustTrusts and employees of Massachusetts Financial Services Company ("MFS"(“MFS”), the Trust'sFunds’ investment adviser and administrator, may solicit proxies in person or by telephone. AThe Notice of a Special Meeting of the Shareholders, this Proxy Statement and the proxy card are being made
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available to shareholders of record as of January 6, 2017, the record date, beginning on or about January 30, 2017. Upon request and without charge, the Trusts will furnish each person to whom this Proxy Statement is delivered with a copy of each Series' most recentthe Funds’ latest annual report and semi-annual reportreports (if any) to shareholders. You may be
obtainedobtain copies of one or more reports without charge by contacting the insurance or annuity company through which you purchased your Seriesvariable contract (if you are a contract owner) or by calling Investor Services by telephoning toll-free (800) 637-8730.
225-2606, or by writing to the Trust at the address appearing above or on the Funds’ website atwww.MFS.com or by contacting MFS Service Center, Inc., each Fund’s transfer and shareholder servicing agent, at 111 Huntington Avenue, Boston, Massachusetts 02199. Directions to the meeting in order to vote in person are available by telephoning (800) 225-2606. The expenses of the preparation of proxy statements and related materials, including printing and delivery costs, and vote solicitation are borne by the Funds.
The Trusts have engaged D.F King & Co. Inc., an AST One Company (“D.F. King”), the proxy tabulation agent, to provide shareholder meeting services including the distribution of this Proxy Statement and related materials to shareholders as well as vote solicitation and tracking. A proxy may be revoked prior to its exercise by a signed writing filed with D.F. King, c/o Proxy Tabulator, PO Box 9043, Smithtown, New York, 11787-9831, or by attending the Meeting and voting in person. It is anticipated that the cost of these services will be approximately $1,765,095 and may increase substantially in the event that any vote is contested or increased solicitation efforts are required.
ITEM 1 --— ELECTION OF TRUSTEES
The Board, of Trustees, which oversees each Series,Trust, provides broad supervision over the affairs of each Series.Trust and Fund. Those Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of your Trust or of MFS are referred to as “Independent Trustees” throughout this Proxy Statement. MFS is responsible for the investment management of each Series'Trust’s assets and for providing a variety of other administrative services to each Series.Trust. The officers of each SeriesTrust are responsible for its operations.
Effective March 22, 2005,
During the 2016 calendar year the Board was comprised of twelve trustees, ten of whom are Independent Trustees. As of the date hereof, the Board consists of nine trustees, seven of whom are Independent Trustees. An Independent Trustee serves as Chair of the Board. In addition, each of the seven standing Committees of the Board, to which the Board has delegated certain authority and oversight responsibilities, is comprised exclusively of Independent Trustees. For a description of the oversight functions of each of the Committees, see “Committees” below. In connection with each of the Board’s regular meetings, the Independent Trustees meet separately from MFS with their counsel and with the Trusts’ Independent Senior Officer, who is independent of MFS and advises the Independent Trustees regarding contract review, compliance and business matters. The Board reviews its leadership structure periodically and believes that its structure is appropriate to enable the Board to exercise its oversight of the Trusts.
The Funds have retained MFS as the Funds’ investment adviser and administrator. MFS provides each Fund with investment advisory services, and is responsible for day-to-day administration of the Funds and management of the risks that arise from the Funds’ investments and operations. Certain employees of MFS serve as the Trusts’ officers, including the Trusts’ principal executive officer and principal financial and accounting officer. The Board provides oversight of the services provided by MFS and its affiliates, including the risk management activities of MFS and its affiliates. In addition, each Committee of the Board provides oversight of risk management activities with respect to the particular activities within the
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Committee’s purview. In the course of providing oversight, the Board and the Committees receive a wide range of reports on the Trusts’ activities, including each Trusts’ investment portfolio, the compliance of the Trusts with applicable laws, and the Funds’ financial accounting and reporting. The Board and the relevant Committees meet periodically with MFS’ Chief Risk Officer and MFS’ Chief Investment Risk Officer to receive reports on MFS’ and its affiliates’ risk management activities, including their efforts to (i) identify key risks that could adversely affect the MFS Funds or MFS; (ii) implement processes and controls to mitigate such key risks; and (iii) monitor business and market conditions in order to facilitate the processes in (i) and (ii) above. In addition, the Board and the relevant Committees oversee the risk management activities related to the key risks associated with services provided by various non-affiliated service providers through the receipt of reports prepared by MFS, and, in certain circumstances, through the receipt of reports directly from service providers, such as in the case of each MFS Fund’s auditor, custodian, and pricing service providers. The Independent Trustees also meet regularly with the MFS Funds’ Chief Compliance Officer (who is also MFS’ Chief Compliance Officer) to receive reports regarding the compliance of the MFS Funds with the federal securities laws and the MFS Funds’ compliance policies and procedures. In addition, the Board meets periodically with the portfolio managers of the Funds to receive reports regarding the management of the Funds, including their investment risks.
The Board has fixed the number of Trustees of theeach Trust at eleven.eleven. The Nomination and Compensation Committee of theeach 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
your Series or of MFS. Those Trustees who are not "interested persons" of your
Series or of MFS are referred to as "Independent Trustees" throughout this
Proxy Statement. TheIndependent Trustees. Each Nomination and Compensation Committee has recommended that the Board nominate for election by shareholders the nominees described in the following pages, and theeach Board of Trustees has nominated such individuals. The Board of Trustees recommends that you vote in favor of their election.
the election of the nominees.
The Trust doesFunds do not hold annual shareholder meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. This means that each Trustee will be elected to hold office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. It is intended that proxies not limited to the contrary will be voted in favor of electing Lawrence H. Cohn, M.D.,Steven E. Buller, John A. Caroselli, Maureen R. Goldfarb, David H. Gunning, William R.
Gutow, Michael Hegarty, J. Atwood Ives, Amy B. Lane,John P. Kavanaugh, Robert J. Manning, Lawrence T. Perera, Robert C. Pozen, J. Dale SherrattClarence Otis, Jr., Maryanne L. Roepke, Robin A. Stelmach, and Laurie J. Thomsen as Trustees of theeach Trust.
Dr. Cohn, Messrs. Gunning, Gutow, Hegarty, Ives, Perera and Sherratt and Ms.
Lane currently are Trustees of the Trust. Messrs. Manning and Pozen and Ms.
Thomsen currently are not Trustees of the 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, Michael 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 theeach 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 thea Trust. Under the terms of the Trust'sBoards’ retirement policy, an independent Trustee shall retire at the Trustees have aend of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of an Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board). Mr. Gunning will reach the Trusts’ mandatory retirement age in 2017 and is expected to retire effective December 31, 2017. The Board may appoint a Trustee to replace him or choose to decrease the size of 73 years.
Thethe Board at that time. For each Trust, the eleven nominees for election as Trustees at the Meetings who receive the greatest number of shareholder votes from shareholders of all the Series, voted as a single
class, will be elected as Trustees of the Trust.
The
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Unless otherwise noted, the following table presents certain information as of January 1, 2017 regarding the nominees, andincluding the current Trustees of theeach Trust, who are standing for reelection,election, 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.
| Name, Age | Position(s) Held with Fund | Trustee/Officer Since(1) | Principal Occupations During the Past Five Years | Other Directorships(2) | ||||
| INTERESTED | ||||||||
Robert J. (age 53) | Trustee | February 2004 | Massachusetts Financial | N/A | ||||
Robin A. Stelmach(3) (age 55) | Trustee | January 2014 | Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) | N/A | ||||
| INDEPENDENT TRUSTEES | ||||||||
David H. Gunning (age 74) | Trustee | January 2004 | Private investor | Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc.,Director/Non-Executive Chairman | ||||
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| Name, Age | Position(s) Held with Fund | Trustee/Officer Since(1) | Principal Occupations During the Past Five Years | Other Directorships(2) | ||||
Steven E. Buller (age 65) | Trustee | February 2014 | Chairman, Financial Accounting Standards Advisory Council (until 2015); Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director | N/A | ||||
John A. Caroselli (age 63)(4) | Nominee | N/A | JC Global Advisors, LLC, President; and First Capital Corporation, Executive Vice President (until 2015) | N/A | ||||
Maureen R. Goldfarb (age 61) | Trustee | January 2009 | Private investor | N/A | ||||
Michael Hegarty (age 72) | Trustee | December 2004 | Private investor | Rouse Properties Inc. | ||||
John P. Kavanaugh (age 62) | Trustee | January 2009 | Private investor | N/A | ||||
Clarence Otis, Jr.(4) (age 61) | Nominee | N/A | Darden Restaurants, Inc. | VF Corporation, Director; Verizon Communications, Inc., Director; and Federal Reserve Bank of Atlanta, Director (until 2015). |
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| Name, Age | Position(s) Held with Fund | Trustee/Officer Since(1) | Principal Occupations During the Past Five Years | Other Directorships(2) | ||||
Maryanne L. Roepke (age 60) | Trustee | May | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | N/A | ||||
| Laurie J. Thomsen | Trustee | March 2005 | Private | The Travelers Companies, |
| (1) | Date first appointed to serve as Trustee of an MFS Fund. Each |
| (2) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission |
| (3) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 |
| (4) | Messrs. Caroselli and Otis do not currently serve as Trustee and have been nominated by the Board to stand for election at the Meeting. |
Unless otherwise noted, each current Trustee listed above servesserved as a board member of 97138 funds within the MFS Family of Funds.Funds (the “MFS Funds”) as of date hereof. The address of each Trustee and of each Advisory
Trustee is c/o MFS, 500 Boylston Street,111 Huntington Avenue, Boston, Massachusetts 02116.
02199.
The following provides an overview of the considerations that led the Board to conclude that each individual serving as a Trustee of the Trust or each proposed nominee should serve as a Trustee. The current Trustees joined the Board at different points in time since 2004. Generally, no one factor was decisive in the original selection of an individual to join the Board. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individual’s business and professional experience and accomplishments; (ii) the individual’s ability to work effectively with the other members of the Board; (iii) the individual’s prior experience, if any, serving on the boards of public companies (including, where relevant, other investment companies) and other complex enterprises and organizations; and (iv) how the individual’s skills, experience and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.
In respect of each current Trustee and each nominee, the individual’s substantial professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Trusts, were a significant factor in the determination that the individual should serve as a Trustee of the
7
Trusts. Following is a summary of each current Trustee’s and each nominee’s professional experience and additional considerations that contributed to the Board’s conclusion that an individual should serve on the Board:
Steven E. Buller, CPA
Mr. Buller has substantial accounting, investment management, and executive experience at firms within the investment management industry. Mr. Buller was the Chief Financial Officer of BlackRock, Inc. (“BlackRock”), where he oversaw BlackRock’s tax department, internal audit and control functions, and the global corporate and investment company accounting policy. Prior to joining BlackRock, Mr. Buller was an auditor at Ernst & Young LLP for over 30 years, where he served as Global Director of Asset Management and as the audit partner for various investment company complexes. Mr. Buller was chairman of the Financial Accounting Standards Advisory Council until December 31, 2015 and was a member of the Standing Advisory Group of the Public Company Accounting Oversight Board until December 31, 2014. He has also served on the boards of BlackRock Finco UK, a privately-held company, and Person-to-Person, a community service organization.
John A. Caroselli
Mr. Caroselli has substantial senior executive experience in the financial services industry. Mr. Caroselli is the president of JC Global Advisors, LLC, where he provides consulting services with specialization in strategy development and execution, merger integration, market growth plan design and organizational development. He served as Executive Vice President and Chief Development Officer of First Capital Corporation, Executive Vice President and Chief Strategy Officer of KeySpan Corporation, and Executive Vice President of Corporate Development of AXA Financial. Mr. Caroselli also held senior officer positions with Chase Manhattan Corporation, Chemical Bank, and Manufacturers Hanover Trust. Mr. Caroselli currently serves on the boards of several non-profit organizations.
Maureen R. Goldfarb
Ms. Goldfarb has substantial executive and board experience at firms within the investment management industry. She was the Chief Executive Officer and Chairman of the Board of Trustees of the John Hancock Funds and an Executive Vice President of John Hancock Financial Services, Inc. Prior to joining John Hancock, Ms. Goldfarb was a Senior Vice President with Massachusetts Mutual Life Insurance Company. She also held various marketing, distribution, and portfolio management positions with other investment management firms. Ms. Goldfarb is a former member of the Board of Governors of the Investment Company Institute.
David H. Gunning
Mr. Gunning has substantial executive and board experience at publicly-traded and privately-held companies, including past service as the Vice Chairman and a director of Cleveland-Cliffs Inc. (now Cliffs Natural Resources Inc.), a director of Lincoln Electronic Holdings, Inc., and a director of Southwest Gas Corp. He is the former Chairman and Chief Executive Officer of Capitol American Financial Corp. Mr. Gunning is also a former partner and head of the corporate department of Jones Day, a large international law firm.
8
Michael Hegarty
Mr. Hegarty has substantial senior executive and board experience at firms within the financial services industry, as well as board experience at publicly-traded and privately held companies. He served as the Vice Chairman and Chief Operating Officer of AXA Financial and as the President and Chief Operating Officer of The Equitable Life Assurance Society. Mr. Hegarty also served as Vice Chairman of Chase Manhattan Corporation and Chemical Bank. He is a former director of AllianceBernstein, which serves as the general partner of a publicly-traded investment adviser, and a former trustee of investment companies in the EQ Advisers Trust family of funds.
John P. Kavanaugh
Mr. Kavanaugh has substantial executive, investment management, and board experience at firms within the investment management and mutual fund industry. He was the Chief Investment Officer of The Hanover Insurance Group, Inc., and the President and Chairman of Opus Investment Management, Inc., an investment adviser. Mr. Kavanaugh held research and portfolio management positions with Allmerica Financial and PruCapital, Inc. He is a Chartered Financial Analyst and currently serves on the board of the Independent Directors Council, a unit of the Investment Company Institute which serves the mutual fund independent director community.
Robert J. Manning
Mr. Manning is Executive Chairman of MFS (the Funds’ investment adviser) and in this capacity heads its Board of Directors. He has substantial executive and investment management experience, having worked for MFS for 30 years.
Clarence Otis, Jr.
Mr. Otis has substantial executive, financial, and board experience at publicly-traded and privately-held companies. Mr. Otis was the Chairman and Chief Executive Officer of Darden Restaurants, Inc., the world’s largest full-service restaurant company, and he previously served in other senior positions at Darden Restaurants, including Chief Financial Officer and Executive Vice President. Mr. Otis is a director of VF Corporation and Verizon Communications, Inc. He is a former director of the Federal Reserve Bank of Atlanta. Mr. Otis currently serves on the boards of several non-profit organizations.
Maryanne L. Roepke
Ms. Roepke has substantial executive and compliance experience within the investment management industry. She was a Senior Vice President and the Chief Compliance Officer of American Century Investments, Inc. (“American Century”), where she worked for over 30 years. She currently is a trustee of Rockhurst University. She is a former member of the Investment Company Institute’s Chief Compliance Officer Committee and Risk Management Advisory Committee.
Robin A. Stelmach
Ms. Stelmach is Vice Chair of MFS (the Funds’ investment adviser). Previously she was Executive Vice President and Chief Operating Officer of MFS and oversaw the company’s Global Investment Technology and Global Investment & Client Support departments, as well as the MFS Service Center.
9
Laurie J. Thomsen
Ms. Thomsen has substantial venture capital financing experience, as well as board experience at publicly-traded and privately-held companies. Ms. Thomsen was a co-founding General Partner of Prism Venture Partners, a venture capital firm investing in healthcare and technology companies, and served as an Executive Partner of New Profit, Inc., a venture philanthropy firm. Prior to that, she was a General Partner at Harbourvest Partners, a venture capital firm. Ms. Thomsen is a director of The Travelers Companies, Inc. and Dycom Industries, Inc.
Information about each Series,Fund, including information about its investment adviser, principal underwriter and administrator, Independent Registered Public Accounting Firm, executive officers, and the interests of certain persons appears under "Series
Information" beginning on page 18.
REQUIRED VOTE.“Fund Information” below.
Required Vote
For each Trust, approval of this matter as to any nominee will require the affirmative vote of shares representing a plurality of the Trust’s voting power entitled to be cast at the Meeting that are present in person or by proxy. Shareholders of the Seriesall Funds of each Trust will vote together as a single class on this Item 1. Each nominee named in Item 1 must be elected by a plurality
The Board, including the Independent Trustees, unanimously recommends that the shareholders of the outstanding sharesFunds vote to elect each of the Trust voted at the Meetings in person or by proxy.
THE TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF THE
SERIES VOTE TO ELECT EACH OF THE NOMINEES AS TRUSTEES OF THE TRUST.
COMMITTEES
The Trust'snominees as Trustees of each Trust.
10
Committees
Each Trust’s Board of Trustees meets regularly throughout the year to discuss matters and to take certain actions relating to the Trust. The Trust'sEach Trust’s Board has several standing committees, which are described below.
| Name of Committee | No. of Meetings In Last Fiscal Year(1) | Functions | Current Members(2),(4) | |||
| AUDIT COMMITTEE | 6 | Oversees the accounting | Buller*(3),Kavanaugh*(3), and Roepke*(3) |
11
| Name of Committee | No. of Meetings In Last Fiscal Year(1) | Functions | Current Members(2),(4) | |||
| COMPLIANCE | 6 | Oversees the development and | Buller*, Kavanaugh* and | |||
| CONTRACTS REVIEW | 5 | Requests, reviews, and considers the | All Independent Trustees of the Board (Buller, Goldfarb, Gunning, Hegarty, Kavanaugh, Roepke, and Thomsen) | |||
12
| Name of Committee | No. of Meetings In Last Fiscal Year(1) | Functions | Current Members(2),(4) | |||
| NOMINATION AND | 3 | Recommends qualified candidates to | All Independent Trustees of the Board (Buller, Goldfarb, Gunning, Hegarty, Kavanaugh, Roepke, and Thomsen) |
13
| Name of Committee | No. of Meetings In Last Fiscal Year(1) | Functions | Current Members(2),(4) | |||
| PORTFOLIO TRADING AND MARKETING REVIEW COMMITTEE | 6 | Oversees the policies, procedures, | All Independent Trustees of the Board (Buller, Goldfarb, Gunning, Hegarty, Kavanaugh, Roepke, and Thomsen) |
14
| Name of Committee | No. of Meetings In Last Fiscal Year(1) | Functions | Current Members(2),(4) | |||
| PRICING COMMITTEE | 6 | Oversees the determination of the | Goldfarb*, Hegarty* and Thomsen* |
15
| Name of Committee | No. of Meetings In Last Fiscal Year(1) | Functions | Current Members(2),(4) | |||
| SERVICES CONTRACTS COMMITTEE | 6 | Reviews and evaluates the contractual arrangements of the Fund relating to transfer agency, sub-transfer agency, and administrative services, and makes recommendations to the full Board of Trustees on these matters. | Goldfarb*, Hegarty*, and Thomsen* |
| (1) | Each Fund has a fiscal year end of December 31st. |
| (2) | Information about each committee member |
| (3) | Audit Committee Financial Expert. |
| (4) | Nominee Mr. Otis is expected to serve on |
| * | Independent Trustees. |
The Trustees generally hold at least nine8 regular meetings each calendar year. These regular meetings generally take place over a two-day period. The performance and operations of each of the SeriesTrusts is reviewed by the Trustees at each meeting and more in-depth reviews of particular SeriesTrusts are conducted by the Trustees throughout the year. The Board of Trustees of each Trust held nine Board8 meetings during the fiscalcalendar year ended December 31, 2004. 2016.Each Trustee attended at least 75% of the Board and applicable committee meetings noted for theeach Trust.
NOMINATION AND COMPENSATION COMMITTEE
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 TrustTrusts currently doesdo not maintain a website on which the charter is available.
Each Trust’s Nomination and Compensation Committee consists only of Independent Trustees.
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'scandidate’s ability, judgment and expertise; (vi) overall diversity of the composition of the BoardBoard; and (vii) such other factors as the Committee deems appropriate. While the Committee has not adopted a particular definition of diversity, when considering a nominee’s and the Board’s diversity, the Committee generally considers the manner in which each nominee’s professional experience, expertise in matters that are relevant to the oversight of
16
the Funds (e.g., investment management, distribution, accounting, trading, compliance, legal), general leadership experience, and life experience (including with respect to gender and ethnicity) are complementary and, as a whole, contribute to the ability of the Board to oversee the Funds. The Nomination and Compensation Committee may consider candidates for trusteeTrustee recommended by the Trust'seach 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'sapplicable 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'sTrusts’ 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'sTrust’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 Nomination and Compensation Committee takes the diversity of a particular nominee and the overall diversity of the Board into account when considering and evaluating nominees for trustee. 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 thea Trust.
SHARE OWNERSHIP
Share Ownership
Shares of each SeriesFund are sold exclusively to insurance company separate accounts. As of January 18, 2005,November 30, 2016, the current and proposed Trustees and officers of each Trust represented in this proxy statement as a group owned less than 1% of the outstanding shares of any class of any Fund. Except as set forth in the table below, as of November 30, 2016, no current or proposed Trustee Trustee nominee, or officer of any Series of the TrustFund beneficially owned shares of any class of any Series.Fund.
| Trustee | Fund | Aggregate Dollar Range of Equity Securities in the Fund* | ||
| Laurie J. Thomsen | MFS Growth Series | $50,001 – $100,000 | ||
| Laurie J. Thomsen | MFS Total Return Series | $50,001 – $100,000 | ||
| Laurie J. Thomsen | MFS Utilities Series | $50,001 – $100,000 |
| * | Ms. Thomsen is a contract owner of a variable contract issued by an insurance company that holds shares of the applicable Funds. |
Under the terms of the Board’s policy, each independent Trustee is required to have invested on an aggregate basis, within two years of membership on the Board, an amount equal to his or her calendar year’s base retainer and meeting attendance fees in shares of the MFS Funds. The following table below shows the dollar range of equity securities beneficially owned by each current Trustee and nominee on an aggregate basis, in all MFS fundsFunds overseen, or to be overseen, by the nominee.
current Trustee and nominee as of
17
November 30, 2016. The tables below show the dollar range of equity securities beneficially owned by each current Trustee and nominee in each Fund overseen or to be overseen by the Trustee as of November 30, 2016.
The following dollar ranges apply:
N. None
A. $1 - $10,000
B. $10,001 - $50,000
C. $50,001 - $100,000
D. Over $100,000
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN
ALL MFS FUNDS
OVERSEEN OR
TO BE OVERSEEN BY
NAME OF TRUSTEE THE NOMINEE
- -------------------------------------------------------------------------------
INTERESTED TRUSTEE NOMINEES
- ---------------------------
Robert J. Manning D
Robert C. Pozen D
INDEPENDENT TRUSTEE NOMINEES
- ----------------------------
Lawrence H. Cohn, M.D. D
David H. Gunning D
William R. Gutow D
Michael Hegarty N
J. Atwood Ives D
Amy B. Lane A
Lawrence T. Perera D
J. Dale Sherratt D
Laurie J. Thomsen N
SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF TRUSTEES
apply to the table below:
| N. | None |
| A. | $1 – $10,000 |
| B. | $10,001 – $50,000 |
| C. | $50,001 – $100,000 |
| D. | Over $100,000 |
| Name of Trustees | Aggregate Dollar Equity Securities in All Overseen or to be Overseen by | |||
Interested Trustee Nominees | ||||
Robert J. Manning | D | |||
Robin A. Stelmach | D | |||
Independent Trustee Nominees | ||||
Steven E. Buller | D | |||
John A. Caroselli* | N | |||
Maureen R. Goldfarb | D | |||
David H. Gunning | D | |||
Michael Hegarty | D | |||
John P. Kavanaugh | D | |||
Clarence Otis, Jr.* | N | |||
Maryann L. Roepke | D | |||
Laurie J. Thomsen | D | |||
| * | Did not serve on the Board as of November 30, 2016 and was not subject to the Board’s policy requiring each Independent Trustee to invest on an aggregate basis, within two years of membership on the Board, an amount equal to his or her calendar year’s base retainer and meeting attendance fees in shares of the MFS Funds. |
Shareholder Communications with the Board of Trustees
The Board of Trustees of theeach 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
Variable Insurance Trust,[Name of Trust], c/o Massachusetts Financial Services Company, 500
Boylston Street,111 Huntington Avenue, Boston, Massachusetts 02116,02199, Attention: Frank Tarantino, Independent Chief Compliance Officer.Senior Officer (“ISO”) of the Fund. Shareholder communications must (i) be in writing and be signed by the shareholder, (ii) identify the SeriesMFS Trust to which they relate and (iii) identify the class and number of shares held by the shareholder. The Trust's Independent Chief Compliance Officer ("ICCO")ISO is responsible for reviewing all properly submitted shareholder communications. The ICCOISO 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 ICCOISO determines that the communication requires more immediate attention, forward the communication to the Chair of the Trustees promptly after receipt. The ICCOISO may, in good faith, determine
18
that a shareholder communication should not be provided to the Board because it is ministerial in nature (such as a request for SeriesTrust literature, share data or financial information). The ICCOISO 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'semployee’s or agent'sagent’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'sEach Trust’s Trustees are not required to attend the Series'Trust’s shareholder meetings or to otherwise make themselves available to shareholders for communications, other than pursuant to the aforementioned procedures.
The Trust's
Each Trust’s Declaration of Trust currently provides that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Trust, unless it is finally adjudicated or, in case of a settlement, 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
19
Trustee Compensation Table
The table below shows (i) the cash compensation paid to the Trustees by each SeriesFund for theDecember 31, 2016, its most recently completed fiscal year ended December 31, 2004.and (ii) the total cash compensation received by each Trustee from the MFS fund complex for calendar year 2016. Interested Trustees receive no compensation from any Seriesthe Funds for their services as Trustees. The table includes information for Mr. Ward Smith, who passed away on August 15, 2004, Mr.Messrs. Robert Butler, William Poorvu, whoGutow and Robert Uek, each of whom retired effective December 31, 2016 under the Board’s mandatory retirement policy. This table does not include information for Messrs. Caroselli and Otis because they did not serve as a Trustee of the Trust atBoard during any Fund’s recently completed fiscal year or during the end of calendar year 2004,
and Ms. Smith, who is not standing for reelection.
2016.
December 31, 2016 | Name and Position | |||||||||||||||||||||||||||||||||||||||||||
| Interested Trustees | Independent Trustees | |||||||||||||||||||||||||||||||||||||||||||
Aggregate Compensation | Robert J. Manning | Robin A. Stelmach | Steven E. Buller | Robert E. Butler* | Maureen R. Goldfarb | David H. Gunning | William R. Gutow* | Michael Hegarty | John P. Kavanaugh | Maryanne L. Roepke | Laurie J. Thomsen | Robert W. Uek* | ||||||||||||||||||||||||||||||||
Variable Insurance Trust | ||||||||||||||||||||||||||||||||||||||||||||
MFS Global Equity Series | Not Applicable | Not Applicable | 304 | 307 | 306 | 318 | 304 | 306 | 304 | 305 | 306 | 307 | ||||||||||||||||||||||||||||||||
MFS Growth Series | Not Applicable | Not Applicable | 2,744 | 2,813 | 2,781 | 3,125 | 2,719 | 2,781 | 2,745 | 2,751 | 2,788 | 2,820 | ||||||||||||||||||||||||||||||||
MFS Investors Trust Series | Not Applicable | Not Applicable | 1,055 | 1,077 | 1,067 | 1,181 | 1,046 | 1,067 | 1,055 | 1,057 | 1,069 | 1,080 | ||||||||||||||||||||||||||||||||
MFS Mid Cap Growth Series | Not Applicable | Not Applicable | 1,041 | 1,060 | 1,051 | 1,144 | 1,034 | 1,051 | 1,041 | 1,043 | 1,053 | 1,062 | ||||||||||||||||||||||||||||||||
MFS New Discovery Series | Not Applicable | Not Applicable | 1,753 | 1,784 | 1,770 | 1,927 | 1,741 | 1,770 | 1,753 | 1,756 | 1,773 | 1,788 | ||||||||||||||||||||||||||||||||
MFS Research Series | Not Applicable | Not Applicable | 1,746 | 1,776 | 1,762 | 1,910 | 1,736 | 1,762 | 1,747 | 1,749 | 1,765 | 1,779 | ||||||||||||||||||||||||||||||||
MFS Total Return Bond Series | Not Applicable | Not Applicable | 4,625 | 4,746 | 4,690 | 5,295 | 4,581 | 4,690 | 4,625 | 4,636 | 4,702 | 4,759 | ||||||||||||||||||||||||||||||||
MFS Total Return Series | Not Applicable | Not Applicable | 4,637 | 4,763 | 4,705 | 5,330 | 4,592 | 4,705 | 4,638 | 4,649 | 4,717 | 4,776 | ||||||||||||||||||||||||||||||||
MFS Utilities Series | Not Applicable | Not Applicable | 3,640 | 3,716 | 3,682 | 4,063 | 3,612 | 3,682 | 3,639 | 3,647 | 3,688 | 3,725 | ||||||||||||||||||||||||||||||||
MFS Value Series | Not Applicable | Not Applicable | 4,573 | 4,678 | 4,630 | 5,155 | 4,535 | 4,630 | 4,573 | 4,583 | 4,640 | 4,690 | ||||||||||||||||||||||||||||||||
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December 31, 2016 | Name and Position | |||||||||||||||||||||||||||||||||||||||||||
| Interested Trustees | Independent Trustees | |||||||||||||||||||||||||||||||||||||||||||
Aggregate Compensation | Robert J. Manning | Robin A. Stelmach | Steven E. Buller | Robert E. Butler* | Maureen R. Goldfarb | David H. Gunning | William R. Gutow* | Michael Hegarty | John P. Kavanaugh | Maryanne L. Roepke | Laurie J. Thomsen | Robert W. Uek* | ||||||||||||||||||||||||||||||||
Variable Insurance Trust II | ||||||||||||||||||||||||||||||||||||||||||||
MFS Blended Research Core Equity Portfolio | Not Applicable | Not Applicable | 1,053 | 1,075 | 1,065 | 1,175 | 1,044 | 1,065 | 1,053 | 1,055 | 1,067 | 1,077 | ||||||||||||||||||||||||||||||||
MFS Core Equity Portfolio | Not Applicable | Not Applicable | 1,012 | 1,021 | 1,017 | 1,064 | 1,008 | 1,017 | 1,012 | 1,013 | 1,018 | 1,022 | ||||||||||||||||||||||||||||||||
MFS Corporate Bond Portfolio | Not Applicable | Not Applicable | 1,022 | 1,035 | 1,029 | 1,092 | 1,017 | 1,029 | 1,022 | 1,023 | 1,030 | 1,036 | ||||||||||||||||||||||||||||||||
MFS Emerging Markets Equity Portfolio | Not Applicable | Not Applicable | 304 | 306 | 305 | 317 | 303 | 305 | 304 | 304 | 305 | 307 | ||||||||||||||||||||||||||||||||
MFS Global Governments Portfolio | Not Applicable | Not Applicable | 518 | 527 | 523 | 566 | 515 | 523 | 518 | 519 | 524 | 528 | ||||||||||||||||||||||||||||||||
MFS Global Growth Portfolio | Not Applicable | Not Applicable | 304 | 307 | 305 | 317 | 303 | 305 | 304 | 304 | 306 | 307 | ||||||||||||||||||||||||||||||||
MFS Global Research Portfolio | Not Applicable | Not Applicable | 506 | 511 | 509 | 533 | 505 | 509 | 506 | 507 | 509 | 512 | ||||||||||||||||||||||||||||||||
MFS Global Tactical Allocation Portfolio | Not Applicable | Not Applicable | 1,779 | 1,818 | 1,800 | 1,998 | 1,764 | 1,800 | 1,779 | 1,782 | 1,804 | 1,823 | ||||||||||||||||||||||||||||||||
MFS Government Securities Portfolio | Not Applicable | Not Applicable | 1,754 | 1,786 | 1,771 | 1,930 | 1,742 | 1,771 | 1,754 | 1,757 | 1,774 | 1,789 | ||||||||||||||||||||||||||||||||
MFS High Yield Portfolio | Not Applicable | Not Applicable | 1,056 | 1,079 | 1,069 | 1,185 | 1,048 | 1,069 | 1,056 | 1,058 | 1,071 | 1,082 | ||||||||||||||||||||||||||||||||
MFS International Growth Portfolio | Not Applicable | Not Applicable | 515 | 523 | 519 | 557 | 512 | 519 | 515 | 516 | 520 | 523 | ||||||||||||||||||||||||||||||||
MFS International Value Portfolio | Not Applicable | Not Applicable | 2,740 | 2,808 | 2,777 | 3,117 | 2,716 | 2,777 | 2,740 | 2,746 | 2,783 | 2,816 | ||||||||||||||||||||||||||||||||
MFS Massachusetts Investors Growth Stock Portfolio | Not Applicable | Not Applicable | 1,782 | 1,823 | 1,805 | 2,009 | 1,767 | 1,805 | 1,783 | 1,786 | 1,808 | 1,828 | ||||||||||||||||||||||||||||||||
MFS Research International Portfolio | Not Applicable | Not Applicable | 1,043 | 1,062 | 1,054 | 1,150 | 1,036 | 1,054 | 1,043 | 1,045 | 1,055 | 1,065 | ||||||||||||||||||||||||||||||||
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December 31, 2016 | Name and Position | |||||||||||||||||||||||||||||||||||||||||||
| Interested Trustees | Independent Trustees | |||||||||||||||||||||||||||||||||||||||||||
Aggregate Compensation | Robert J. Manning | Robin A. Stelmach | Steven E. Buller | Robert E. Butler* | Maureen R. Goldfarb | David H. Gunning | William R. Gutow* | Michael Hegarty | John P. Kavanaugh | Maryanne L. Roepke | Laurie J. Thomsen | Robert W. Uek* | ||||||||||||||||||||||||||||||||
MFS Strategic Income Portfolio | Not Applicable | Not Applicable | 305 | 308 | 306 | 320 | 304 | 306 | 305 | 305 | 307 | 308 | ||||||||||||||||||||||||||||||||
MFS Technology Portfolio | Not Applicable | Not Applicable | 511 | 517 | 514 | 545 | 509 | 514 | 511 | 511 | 515 | 518 | ||||||||||||||||||||||||||||||||
MFS U.S. Government Money Market Portfolio | Not Applicable | Not Applicable | 1,041 | 1,060 | 1,051 | 1,144 | 1,034 | 1,051 | 1,041 | 1,043 | 1,053 | 1,062 | ||||||||||||||||||||||||||||||||
Variable Insurance Trust III | ||||||||||||||||||||||||||||||||||||||||||||
MFS Blended Research Small Cap Equity Portfolio | Not Applicable | Not Applicable | 507 | 512 | 509 | 534 | 505 | 509 | 507 | 507 | 510 | 512 | ||||||||||||||||||||||||||||||||
MFS Conservative Allocation Portfolio | Not Applicable | Not Applicable | 1,754 | 1,786 | 1,771 | 1,930 | 1,742 | 1,771 | 1,754 | 1,757 | 1,774 | 1,789 | ||||||||||||||||||||||||||||||||
MFS Global Real Estate Portfolio | Not Applicable | Not Applicable | 1,012 | 1,021 | 1,017 | 1,064 | 1,008 | 1,017 | 1,012 | 1,013 | 1,018 | 1,022 | ||||||||||||||||||||||||||||||||
MFS Growth Allocation Portfolio | Not Applicable | Not Applicable | 1,050 | 1,071 | 1,061 | 1,168 | 1,042 | 1,061 | 1,050 | 1,052 | 1,064 | 1,074 | ||||||||||||||||||||||||||||||||
MFS Inflation-Adjusted Bond Portfolio | Not Applicable | Not Applicable | 1,036 | 1,053 | 1,045 | 1,130 | 1,030 | 1,045 | 1,036 | 1,038 | 1,047 | 1,055 | ||||||||||||||||||||||||||||||||
MFS Limited Maturity Portfolio | Not Applicable | Not Applicable | 1,753 | 1,785 | 1,770 | 1,928 | 1,742 | 1,770 | 1,754 | 1,756 | 1,774 | 1,788 | ||||||||||||||||||||||||||||||||
MFS Mid Cap Value Portfolio | Not Applicable | Not Applicable | 1,031 | 1,047 | 1,039 | 1,117 | 1,025 | 1,039 | 1,031 | 1,033 | 1,041 | 1,048 | ||||||||||||||||||||||||||||||||
MFS Moderate Allocation Portfolio | Not Applicable | Not Applicable | 3,669 | 3,755 | 3,716 | 4,142 | 3,638 | 3,716 | 3,670 | 3,678 | 3,724 | 3,764 | ||||||||||||||||||||||||||||||||
MFS New Discovery Value Portfolio | Not Applicable | Not Applicable | 305 | 307 | 306 | 319 | 304 | 306 | 305 | 305 | 306 | 308 | ||||||||||||||||||||||||||||||||
Retirement Benefits Accrued as Part of Fund Expense | Not Applicable | Not Applicable | | Not Applicable | | | Not Applicable | | | Not Applicable | | | Not Applicable | | | Not Applicable | | | Not Applicable | | | Not Applicable | | | Not Applicable | | | Not Applicable | | | Not Applicable | | ||||||||||||
Total Trustee Compensation Paid by Fund Complex1 | Not Applicable | Not Applicable | $356,238 | $367,238 | $362,238 | $417,238 | $352,238 | $362,238 | $356,238 | $357,238 | $363,238 | $368,488 | ||||||||||||||||||||||||||||||||
| * | Messrs. Butler, Gutow |
| 1 | For the |
22
FUND INFORMATION
This section provides certain information about each Series,Fund, including information about its investment adviser, principal underwriter and administrator, Independent Registered Public Accounting Firm, executive officers and the identity of persons holding more than 5% of the outstanding shares of any class of any Series.
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND ADMINISTRATOR
Fund.
Investment Adviser, Principal Underwriter and Administrator
Each SeriesFund engages as its investment adviser and administrator MFS, a Delaware corporation with offices at 500 Boylston Street,111 Huntington Avenue, Boston, Massachusetts 02116.02199. Each SeriesFund engages as its principal underwriter MFS Fund Distributors, Inc. ("MFD"(“MFD”), a Delaware corporation with offices at 500 Boylston Street,111 Huntington Avenue, Boston, Massachusetts 02116.02199. MFS and its predecessor organizations have a history of money management dating from 1924. MFS is a majority owned subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is aan indirect 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
(a diversified financial services company).
Independent Registered Public Accounting Firm
The Independent Registered Public Accounting Firm for each SeriesFund is Deloitte & Touche LLP ("Deloitte"(“Deloitte”), and the fiscal year end for each SeriesFund is December 31.
The Independent Registered Public Accounting Firm does not have a direct or material indirect interest in any Series.
RepresentativesFund.
The Funds do not expect representatives of the Independent Registered Public Accounting Firm are
expectedDeloitte to be present at the Meeting andMeetings, but they will have anthe opportunity to make a statement if they desire to do so. Such representatives also are expected towish, and they will be available to respond to appropriate questions.
should any matter arise requiring their presence.
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 SeriesTrust 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 SeriesTrust (including MFS Service Center, Inc.) (each, a "Service Affiliate"“Service Affiliate”) if the services relate directly to the operations and financial reporting of such Series.Trust. 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- approvalpre-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.
23
Schedule A attached hereto includes tables that set forth for each Series,Fund, for each Series' two most recentFund’s 2015 and 2014 fiscal years, the fees billed by each Series'the Independent Registered Public Accounting Firm for (a) all audit and non-audit services provided directly to the SeriesFund and (b) those non-audit services provided to the Series'Fund’s Service Affiliates that relate directly to the Series'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 related to assurance and related services that are
Fees reasonably related to the performance of the audit or
review of financial statements, but not reported under
"Audit Fees", including accounting consultations,
agreed-upon procedure reports, attestation reports,
comfort letters and internal control reviews.
(iii) Tax Fees fees associated with tax compliance, tax advice
and tax planning, including services relating to the
filing or amendment of federal, state or local income
tax returns, regulated investment company qualification
reviews and tax distribution and analysis reviews.
(iv) All Other Fees fees for products and services provided to
the Series by the Independent Registered Public
Accounting Firm other than those reported under "Audit
Fees", "Audit-Related Fees" and "Tax Fees."
| (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 a Trust 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 eachthe Independent Registered Public Accounting Firm for each Series' two most recentFund’s 2015 and 2014 fiscal years, for non-audit services rendered to each SeriesFund and to each Series'Fund’s Service Affiliates. During the periods indicated in the tables attached hereto as Schedule A, no services described above under “Audit- Related Fees,” “Tax Fees” or “All Other Fees” were approved pursuant to thede minimis exception set forth in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
The Audit Committee has considered whether the provision by a Series'Fund’s Independent Registered Public Accounting Firm of non-audit services to the Series'Fund’s Service Affiliates that were not pre-approved by the Audit Committee (because such services were provided prior to the effectiveness of SEC rules
requiring pre-approval or because such services did not relate directly to the operations and financial reporting of the Series)Fund) was compatible with maintaining the independence of the Independent Registered Public Accounting Firm as the Series'Fund’s principal auditor.
EXECUTIVE OFFICERS
24
Executive Officers
The following table provides information as of January 1, 2017 about the current executive officers of each SeriesTrust, including their principal occupations, which, unless specific dates are shown, are of more than five yearsyears’ 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.
| Name, Age | Position(s) Held With Trust | Officer Since(1) | Principal Occupations During the Past Five Years(2) | |||
OFFICERS | ||||||
| Christopher R. Bohane(3) (Age 42) | Assistant Secretary and Assistant Clerk | July 2005 | Massachusetts Financial Services | |||
Kino Clark(3) (Age 48) | Assistant Treasurer | January 2012 | Massachusetts Financial Services | |||
Thomas H. Connors(3) (Age 57) | Assistant Secretary and Assistant Clerk | September 2012 | Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012) | |||
Ethan D. Corey(3) (Age 53) | Assistant Secretary and Assistant Clerk | July 2005 | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | |||
David L. DiLorenzo(3) (Age 48) | President | July 2005 | Massachusetts Financial Services | |||
Brian E. Langenfeld(3) (Age 43) | Assistant Secretary and Assistant Clerk | June 2006 | Massachusetts Financial Services Company, Vice President and Senior Counsel | |||
Susan A. Pereira(3) (Age 46) | Assistant Secretary and Assistant Clerk | July 2005 | Massachusetts Financial Services Company, Vice President and Senior Counsel | |||
Kasey L. Philips(3) (Age 46) | Assistant Treasurer | September 2012 | Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, and Treasurer (until 2012) | |||
| Mark N. Polebaum(3) (Age 64) | Secretary and Clerk | January 2006 | Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary | |||
Matthew A. Stowe(3) (Age 42) | Assistant Secretary and | October 2014 | Massachusetts Financial Services | |||
Frank L. Tarantino (Age 72) | Independent Senior Officer | June 2004 | Tarantino LLC (provider of compliance services), | |||
25
| Name, Age | Position(s) Held With Trust | Officer Since(1) | Principal Occupations During the Past Five Years(2) | |||
| Richard S. Weitzel(3) (Age 46) | Assistant Secretary | October 2007 | Massachusetts Financial Services | |||
Martin J. Wolin (Age 49) | Chief Compliance Officer | July | Massachusetts Financial Services Company, Senior | |||
James O. Yost(3) (Age 56) | Treasurer | September | Massachusetts Financial Services | |||
| (1) | Date first appointed to serve as |
| (2) | Officers do not serve as directors or |
| (3) | “Interested person” of the Trust within the meaning of the |
Each Series'Fund’s officers holdheld comparable positions with the 97138 funds in the MFS Family of Funds, and with certain affiliates of MFS.MFS as of date hereof. The address of each officer is c/o MFS, 500 Boylston Street,111 Huntington Avenue, Boston, Massachusetts 02116.
INTERESTS OF CERTAIN PERSONS
02199
Interests of Certain Persons
Schedule B attached hereto sets forth, as of January 18, 2005,November 30, 2016, to the best knowledge of each Series,Fund, the shareholders who beneficially owned more than 5% of the outstanding shares of anyeach class of such Series.
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, except the Series, 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.
Fund.
FURTHER INFORMATION ABOUT VOTING AND THE MEETING
MANNER OF VOTING PROXIES
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.,Steven E. Buller, John A. Caroselli, Maureen R. Goldfarb, David H. Gunning, William R. Gutow, Michael Hegarty, J. Atwood Ives, Amy B. Lane,John P. Kavanaugh, Robert J. Manning, Lawrence T. Perera, Robert C.
Pozen, J. Dale SherrattClarence Otis, Jr., Maryanne L. Roepke, Robin A. Stelmach, and Laurie J. Thomsen as Trustees of the Trust (if still available for election).
All proxies received, including proxies that reflect (i) abstentions or (ii) 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. AWith respect to the series of MFS Variable Insurance Trust and MFS Variable Insurance Trust II, shares representing a majority of a Series' outstanding sharesFund’s voting power entitled to be cast at the Meeting that are present in person or represented by proxy constitutesconstitute a quorum. With respect to the series of MFS Variable Insurance Trust III, shares representing a one-third of a Fund’s voting power entitled to be cast at the Meeting that are present in person or represented by proxy constitute a quorum. With respect to the election of Trustees, neither abstentions nor withholding authority to vote have any effect on the outcome of the voting.
26
Each shareholder of a SeriesFund is entitled to one vote for each dollar of net asset value (number of shares of the SeriesFund owned by such shareholder, times net asset value per share) of the SeriesFund that such shareholder owns at the close of business on January 18, 2005,6, 2017, on each matter on which the shareholder is entitled to vote. Each fractional dollar amount is entitled to a proportionate fractional vote.
Each SeriesFund will reimburse the record holders of its shares for their expenses incurred in sendingproviding proxy material to and obtaining voting instructions from contract owners and participants.
owners.
Each SeriesFund knows of no other matters to be brought before the Meeting. If, however, because of any unexpected occurrence, any nominee is not available for election or if any other matters properly come before the Meeting, it is each Series'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.
INSTRUCTIONS FOR VOTING PROXIES
proxy materials.
Instructions for Voting Proxies
The giving of a proxy will not affect a shareholder'sshareholder’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. SUBMISSION OF PROPOSALS
Please refer to your proxy card for instructions on voting by telephone or internet.
Submission of Proposals
Each Fund that is a series of the SeriesMFS Variable Insurance Trust and MFS Variable Insurance Trust II is part of a Massachusetts business trust and each Fund that is a series of MFS Variable Insurance Trust III is a part of a Delaware 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 Series'Fund’s proxy statement for any subsequent meeting must be received by the applicable SeriesFund a reasonable period of time prior to any such meeting.
ADDITIONAL INFORMATION
Additional Information
Because all shareholders of Funds that are series of the same Trust will vote together as a single class with respect to the election of Trustees, the Meeting of shareholders of each SeriesFund is called to be held at the same time as the MeetingsMeeting of shareholders of each of the other Series.Funds. It is anticipated that all Meetings will be held simultaneously.
Each Fund that owns shares of another Fund (the “underlying fund”) will vote shares in the same proportion as those underlying fund shareholders unaffiliated with the Funds.
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 MeetingMeetings and moves for an adjournment of thethat 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 anyrelated materials, including printing and delivery costs, the solicitation of proxies, and the tabulation costs, will be borne on a proportional basis by the Series.
Funds.
27
Only one copy of this Proxy Statement may be mailed to you if you hold multiple accounts within a household, even if
more than one person in a household is a Series shareholder of record unless
the Series has received contrary instructions from one or more of the
shareholders.Series. If you need additional copies of this Proxy Statement, please contact the insuranceD. F. King & Co., Inc., an AST One Company at (888)887-0082 or annuity company through which you purchased your
Series or contact Investor Services at 1-800-637-8730.
visit www.proxyonline.com/docs/MFS2017.pdf.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
February 3, 2005 MFS(R) BOND SERIES
MFS(R)CAPITAL OPPORTUNITIES SERIES
MFS(R) EMERGING GROWTH SERIES
MFS(R) GLOBAL EQUITY SERIES
MFS(R) HIGH INCOME SERIES
MFS(R) INVESTORS GROWTH STOCK SERIES
MFS(R) INVESTORS TRUST SERIES
MFS(R) MID CAP GROWTH SERIES
MFS(R) MONEY MARKET SERIES
MFS(R) NEW DISCOVERY SERIES
MFS(R) RESEARCH SERIES
MFS(R) STRATEGIC INCOME SERIES
MFS(R) TOTAL RETURN SERIES
MFS(R) UTILITIES SERIES
MFS(R) VALUE SERIES
EXHIBIT
January 30, 2017
MFS® VARIABLE INSURANCE TRUST | ||
MFS® Global Equity Series | MFS® Research Series | |
MFS® Growth Series | MFS® Total Return Bond Series | |
MFS® Investors Trust Series | MFS® Total Return Series | |
MFS® Mid Cap Growth Series | MFS® Utilities Series | |
MFS® New Discovery Series | MFS® Value Series | |
MFS® VARIABLE INSURANCE TRUST II | ||
MFS® Blended Research Core Equity Portfolio | MFS® High Yield Portfolio | |
MFS® Core Equity Portfolio | MFS® International Growth Portfolio | |
MFS® Corporate Bond Portfolio | MFS® International Value Portfolio | |
MFS® Emerging Markets Equity Portfolio | MFS® Massachusetts Investors Growth Stock Portfolio | |
MFS® Global Governments Portfolio | MFS® Research International Portfolio | |
MFS® Global Growth Portfolio | MFS® Strategic Income Portfolio | |
MFS® Global Research Portfolio | MFS® Technology Portfolio | |
MFS® Global Tactical Allocation Portfolio | MFS® U.S. Government Money Market Portfolio | |
MFS® Government Securities Portfolio | ||
MFS® VARIABLE INSURANCE TRUST III | ||
MFS® Blended Research Small Cap Equity Portfolio | MFS® Limited Maturity Portfolio | |
MFS® Conservative Allocation Portfolio | MFS® Mid Cap Value Portfolio | |
MFS® Global Real Estate Portfolio | MFS® Moderate Allocation Portfolio | |
MFS® Growth Allocation Portfolio | MFS® New Discovery Value Portfolio | |
MFS® Inflation-Adjusted Bond Portfolio | ||
28
Exhibit 1
MFS FUNDS BOARD
NOMINATION AND COMPENSATION COMMITTEE CHARTER
(ADOPTED AS OF JULYFunds Board
Nomination and Compensation Committee Charter (Adopted as of July 20, 2004)
Revised December 14, 2010 (Appendix B)
The Board of Trustees (the "Board"“Board”) of each of the Trusts listed in Appendix A hereto, as the same may be periodically updated (each a "Trust"“Trust” and, collectively, the "Trusts"“Trusts”), has adopted this Charter to govern the activities of the Nomination and Compensation Committee (the "Committee"“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"“Fund” and, collectively, the "Funds"“Funds”). This Charter applies separately to each Trust and its particular Board and Committee, and shall be interpreted accordingly.
STATEMENT OF PURPOSES AND RESPONSIBILITIES
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'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'sBoard’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"Trustees”) who are not "interested persons"“interested persons” of the Trust, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”).
ORGANIZATION AND GOVERNANCE
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'sCommittee’s chair or co-chair, as the case may be. The Committee may delegate any portion of itits 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'sTrust’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
29
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
| 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 |
| 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. |
30
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. |
31
Appendix A to Exhibit 1
Trusts Covered 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 levelsCharter
(As 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 EXHIBITJanuary 1, TRUSTS COVERED BY THE CHARTER
(AS OF JULY 20, 2004)
2013)
MFS Series Trust I
MFS Series Trust II
MFS Series Trust III
MFS Series Trust IV
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust VII
MFS Series Trust VIII
MFS Series Trust IX
MFS Series Trust X
MFS Series Trust XI
MFS Series Trust XII
MFS Series Trust XIII
MFS Series Trust XIV
MFS Series Trust XV
MFS Series Trust XVI
MFS Municipal Series Trust
MFS Institutional Trust
Massachusetts Investors Growth Stock Fund
Massachusetts Investors Trust
MFS California Municipal Fund
MFS Charter Income Trust
MFS Government Limited Maturity Fund
MFS Government Markets Income Trust
MFS Government SecuritiesHigh Income Municipal Trust
MFS High Yield Municipal Trust
MFS InterMarket Income Trust I
MFS Intermediate High Income Fund
MFS Growth Opportunities Fund
MFS Institutional Trust
MFS Intermediate Income Trust
MFS Investment Grade Municipal Trust
MFS Multimarket Income Trust
MFS Municipal Income Trust
MFS Municipal Series Trust
MFS Special Value Trust
MFS Variable Insurance Trust
MFS Variable Insurance Trust
APPENDIXII
MFS Variable Insurance Trust III
32
Appendix B TO EXHIBITto Exhibit 1
PROCEDURES FOR SHAREHOLDERS TO SUBMIT NOMINEE CANDIDATES
(AS OF JULY 20, 2004)
Procedures for Shareholders to Submit Nominee Candidates
(As of December 14, 2010)
A shareholder must follow the following procedures in order to properly submit a recommendation for a trustee nominee for the Committee'sCommittee’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.
| 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 will require that the recommendation conform to any requirements in the applicable Trust’s by-laws, and 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
33
Schedule A
For each Series' last two fiscal years, fees billed by each Series' Independent Registered Public Accounting Firm for services
provided directly to each Series:
INDEPENDENT
REGISTERED AUDIT-RELATED
PUBLIC AUDIT FEES FEES TAX FEES
ACCOUNTING --------------------------- ----------------------- ----------------------
TRUST FIRM 2004 2003 2004 2003 2004 2003
- -----------------------------------------------------------------------------------------------------------------------------------
MFS Bond Series Deloitte $39,860 $38,290 $2,400 $2,400 $6,550 $4,050
MFS Capital Opportunities Series Deloitte $31,810 $11,850 $2,400 $2,400 $6,550 $4,050
MFS Emerging Growth Series Deloitte $31,810 $30,590 $2,400 $2,400 $6,550 $4,050
MFS Global Equity Series Deloitte $31,235 $30,040 $2,400 $2,400 $6,550 $4,050
MFS High Income Series Deloitte $39,860 $38,290 $2,400 $2,400 $6,550 $4,050
MFS Investors Growth Stock Series Deloitte $31,235 $30,040 $2,400 $2,400 $6,550 $4,050
MFS Investors Trust Series Deloitte $31,235 $30,040 $2,400 $2,400 $6,550 $4,050
MFS Mid Cap Growth Series Deloitte $31,235 $29,740 $2,400 $2,400 $6,550 $4,050
MFS Money Market Series Deloitte $18,010 $17,390 $2,400 $2,400 $6,550 $4,050
MFS New Discovery Series Deloitte $31,235 $30,040 $2,400 $2,400 $6,550 $4,050
MFS Research Series Deloitte $31,810 $30,590 $2,400 $2,400 $6,550 $4,050
MFS Strategic Income Series Deloitte $39,860 $38,290 $2,400 $2,400 $6,550 $4,050
MFS Total Return Series Deloitte $42,160 $40,490 $2,400 $2,400 $6,550 $4,050
MFS Utilities Series Deloitte $31,235 $30,040 $2,400 $2,400 $6,550 $4,050
MFS Value Series Deloitte $31,810 $30,290 $2,400 $2,400 $6,550 $4,050
For each Series' 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 Series.
For each Series' last two fiscal years, feesFees
Fees billed by each Series'Fund’s Independent Registered Public Accounting Firm, Deloitte & Touche LLP, in each of the two fiscal years set forth below for services rendered to each Series are shown below.
December 31, 2015 | Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees | ||||||||||||
MFS Variable Insurance Trust: | ||||||||||||||||
MFS Global Equity Series | 44,069 | 2,400 | 5,143 | 12 | ||||||||||||
MFS Growth Series | 44,860 | 2,400 | 5,143 | 294 | ||||||||||||
MFS Investor Trust Series | 44,069 | 2,400 | 5,143 | 119 | ||||||||||||
MFS Mid Cap Growth Series | 44,069 | 2,400 | 5,143 | 90 | ||||||||||||
MFS New Discovery Series | 44,069 | 2,400 | 5,143 | 169 | ||||||||||||
MFS Research Series | 44,960 | 2,400 | 5,143 | 144 | ||||||||||||
MFS Total Return Bond Series | 63,126 | 2,400 | 5,143 | 583 | ||||||||||||
MFS Total Return Series | 62,179 | 2,400 | 5,143 | 598 | ||||||||||||
MFS Utilities Series | 44,169 | 2,400 | 5,143 | 342 | ||||||||||||
MFS Value Series | 44,860 | 2,400 | 5,143 | 472 | ||||||||||||
MFS Variable Insurance Trust II: | ||||||||||||||||
MFS Blended Research Core Equity Portfolio | 42,794 | 2,400 | 4,810 | 93 | ||||||||||||
MFS Core Equity Portfolio | 44,818 | 2,400 | 4,810 | 32 | ||||||||||||
MFS Corporate Bond Portfolio | 62,599 | 2,400 | 4,810 | 57 | ||||||||||||
MFS Emerging Markets Equity Portfolio | 45,103 | 2,400 | 4,810 | 15 | ||||||||||||
MFS Global Governments Portfolio | 60,371 | 2,400 | 4,810 | 43 | ||||||||||||
MFS Global Growth Portfolio | 55,106 | 2,400 | 4,810 | 12 | ||||||||||||
MFS Global Research Portfolio | 43,664 | 2,400 | 4,810 | 25 | ||||||||||||
MFS Global Tactical Allocation Portfolio | 60,408 | 2,400 | 4,810 | 10,184 | ||||||||||||
MFS Government Securities Portfolio | 51,294 | 2,400 | 4,810 | 160 | ||||||||||||
MFS High Yield Portfolio | 66,648 | 2,400 | 4,810 | 128 | ||||||||||||
MFS International Growth Portfolio | 45,103 | 2,400 | 4,810 | 40 | ||||||||||||
MFS International Value Portfolio | 45,971 | 2,400 | 4,810 | 226 | ||||||||||||
MFS Massachusetts Investors Growth Stock Portfolio | 44,718 | 2,400 | 4,810 | 114 | ||||||||||||
MFS Research International Portfolio | 42,794 | 2,400 | 4,810 | 69 | ||||||||||||
MFS Strategic Income Portfolio | 66,386 | 2,400 | 4,810 | 14 | ||||||||||||
MFS Technology Portfolio | 42,894 | 2,400 | 4,810 | 16 | ||||||||||||
MFS U.S. Government Money Market Portfolio | 26,407 | 2,400 | 4,810 | 88 | ||||||||||||
MFS Variable Insurance Trust III: | ||||||||||||||||
MFS Blended Research Small Cap Equity Portfolio | 42,731 | 2,400 | 4,806 | 27 | ||||||||||||
MFS Conservative Allocation Portfolio | 29,070 | 2,400 | 4,806 | 165 | ||||||||||||
MFS Global Real Estate Portfolio | 43,644 | 2,400 | 5,123 | 50 | ||||||||||||
MFS Growth Allocation Portfolio | 29,070 | 2,400 | 4,806 | 112 | ||||||||||||
MFS Inflation-Adjusted Bond Portfolio | 33,563 | 2,400 | 4,004 | 89 | ||||||||||||
MFS Limited Maturity Portfolio | 53,515 | 2,400 | 4,806 | 175 | ||||||||||||
MFS Mid Cap Value Portfolio | 44,042 | 2,400 | 4,806 | 72 | ||||||||||||
MFS Moderate Allocation Portfolio | 29,070 | 2,400 | 4,806 | 425 | ||||||||||||
MFS New Discovery Value Portfolio | 42,731 | 2,400 | 4,806 | 13 | ||||||||||||
Schedule A-1
December 31, 2014 | Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees | ||||||||||||
MFS Variable Insurance Trust: | ||||||||||||||||
MFS Global Equity Series | 43,306 | 2,400 | 5,057 | 1,005 | ||||||||||||
MFS Growth Series | 44,083 | 2,400 | 5,057 | 1,119 | ||||||||||||
MFS Investor Trust Series | 43,306 | 2,400 | 5,057 | 1,054 | ||||||||||||
MFS Mid Cap Growth Series | 43,306 | 2,400 | 5,057 | 1,039 | ||||||||||||
MFS New Discovery Series | 43,306 | 4,900 | 5,057 | 1,076 | ||||||||||||
MFS Research Series | 44,083 | 2,400 | 5,057 | 1,063 | ||||||||||||
MFS Total Return Bond Series | 61,946 | 2,400 | 5,057 | 1,237 | ||||||||||||
MFS Total Return Series | 61,113 | 2,400 | 5,057 | 1,234 | ||||||||||||
MFS Utilities Series | 43,306 | 4,900 | 5,057 | 1,139 | ||||||||||||
MFS Value Series | 44,083 | 4,900 | 5,057 | 1,204 | ||||||||||||
MFS Variable Insurance Trust II: | ||||||||||||||||
MFS Blended Research Core Equity Portfolio | 42,052 | 2,400 | 4,730 | 1,040 | ||||||||||||
MFS Core Equity Portfolio | 43,944 | 4,900 | 4,730 | 1,013 | ||||||||||||
MFS Corporate Bond Portfolio | 61,526 | 2,400 | 4,730 | 1,025 | ||||||||||||
MFS Emerging Markets Equity Portfolio | 44,322 | 2,400 | 4,730 | 1,007 | ||||||||||||
MFS Global Governments Portfolio | 59,237 | 2,400 | 4,730 | 1,019 | ||||||||||||
MFS Global Growth Portfolio | 54,158 | 2,400 | 4,730 | 1,005 | ||||||||||||
MFS Global Research Portfolio | 42,809 | 2,400 | 4,730 | 1,011 | ||||||||||||
MFS Global Tactical Allocation Portfolio | 57,700 | 22,076 | 4,730 | 1,088 | ||||||||||||
MFS Government Securities Portfolio | 50,410 | 2,400 | 4,730 | 1,073 | ||||||||||||
MFS High Yield Portfolio | 65,409 | 2,400 | 4,730 | 1,049 | ||||||||||||
MFS International Growth Portfolio | 44,322 | 2,400 | 4,730 | 1,017 | ||||||||||||
MFS International Value Portfolio | 45,077 | 2,400 | 4,730 | 1,087 | ||||||||||||
MFS Massachusetts Investors Growth Stock Portfolio | 43,944 | 4,900 | 4,730 | 1,050 | ||||||||||||
MFS Research International Portfolio | 42,052 | 4,900 | 4,730 | 1,030 | ||||||||||||
MFS Strategic Income Portfolio | 65,151 | 2,400 | 4,730 | 1,005 | ||||||||||||
MFS Technology Portfolio | 42,052 | 2,400 | 4,730 | 1,006 | ||||||||||||
MFS U.S. Government Money Market Portfolio | 25,939 | 2,400 | 4,730 | 1,040 | ||||||||||||
MFS Variable Insurance Trust III: | ||||||||||||||||
MFS Blended Research Small Cap Equity Portfolio | 41,990 | 2,400 | 4,726 | 1,012 | ||||||||||||
MFS Conservative Allocation Portfolio | 28,557 | 2,400 | 4,726 | 1,076 | ||||||||||||
MFS Global Real Estate Portfolio | 42,888 | 2,400 | 5,037 | 1,022 | ||||||||||||
MFS Growth Allocation Portfolio | 28,557 | 2,400 | 4,726 | 1,049 | ||||||||||||
MFS Inflation-Adjusted Bond Portfolio | 32,877 | 2,400 | 3,937 | 1,040 | ||||||||||||
MFS Limited Maturity Portfolio | 52,495 | 2,400 | 4,726 | 1,076 | ||||||||||||
MFS Mid Cap Value Portfolio | 43,279 | 2,400 | 4,726 | 1,032 | ||||||||||||
MFS Moderate Allocation Portfolio | 28,557 | 2,400 | 4,726 | 1,179 | ||||||||||||
MFS New Discovery Value Portfolio | 41,990 | 2,400 | 4,726 | 1,006 | ||||||||||||
Fees billed by each Fund’s Independent Registered Public Accounting Firm, Deloitte & Touche LLP, in each of the two fiscal years set forth below for services provided to each Series'Fund’s Service Affiliates that relate directly to such Series'fund’s operations and financial reporting:
reporting are shown below. Service Affiliates include each Fund’s investment adviser, Massachusetts Financial Services Company (“MFS”), various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Funds.
Schedule A-2
December 31, 2015 | Audit-Related Fees# | Tax Fees# | All Other Fees# | |||||||||
MFS Variable Insurance Trust: | ||||||||||||
Service Affiliates of MFS Global Equity Series | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Growth Series | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Investor Trust Series | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Mid Cap Growth Series | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS New Discovery Series | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Research Series | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Total Return Bond Series | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Total Return Series | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Utilities Series | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Value Series | 186,019 | 0 | 5,000 | |||||||||
MFS Variable Insurance Trust II: | ||||||||||||
Service Affiliates of MFS Blended Research Core Equity Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Core Equity Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Corporate Bond Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Emerging Markets Equity Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Global Governments Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Global Growth Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Global Research Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Global Tactical Allocation Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Government Securities Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS High Yield Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS International Growth Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS International Value Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Massachusetts Investors Growth Stock Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Research International Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Strategic Income Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Technology Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS U.S. Government Money Market Portfolio | 186,019 | 0 | 5,000 | |||||||||
MFS Variable Insurance Trust III: | ||||||||||||
Service Affiliates of MFS Blended Research Small Cap Equity Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Conservative Allocation Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Global Real Estate Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Growth Allocation Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Inflation-Adjusted Bond Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Limited Maturity Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Mid Cap Value Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS Moderate Allocation Portfolio | 186,019 | 0 | 5,000 | |||||||||
Service Affiliates of MFS New Discovery Value Portfolio | 186,019 | 0 | 5,000 | |||||||||
Schedule A-3
December 31, 2014 | Audit-Related Fees# | Tax Fees# | All Other Fees# | |||||||||
MFS Variable Insurance Trust: | ||||||||||||
Service Affiliates of MFS Global Equity Series | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Growth Series | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Investor Trust Series | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Mid Cap Growth Series | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS New Discovery Series | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Research Series | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Total Return Bond Series | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Total Return Series | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Utilities Series | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Value Series | 1,686,271 | 0 | 0 | |||||||||
MFS Variable Insurance Trust II: | ||||||||||||
Service Affiliates of MFS Blended Research Core Equity Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Core Equity Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Corporate Bond Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Emerging Markets Equity Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Global Governments Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Global Growth Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Global Research Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Global Tactical Allocation Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Government Securities Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS High Yield Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS International Growth Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS International Value Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Massachusetts Investors Growth Stock Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Research International Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Strategic Income Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Technology Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS U.S. Government Money Market Portfolio | 1,686,271 | 0 | 0 | |||||||||
MFS Variable Insurance Trust III: | ||||||||||||
Service Affiliates of MFS Blended Research Small Cap Equity Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Conservative Allocation Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Global Real Estate Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Growth Allocation Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Inflation-Adjusted Bond Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Limited Maturity Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Mid Cap Value Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS Moderate Allocation Portfolio | 1,686,271 | 0 | 0 | |||||||||
Service Affiliates of MFS New Discovery Value Portfolio | 1,686,271 | 0 | 0 | |||||||||
| # | This amount reflects the fees billed to Service Affiliates of |
Schedule A-4
Aggregate fees billed by each Fund’s Independent Registered Public Accounting Firm, Deloitte & Touche LLP, for each Series'Fund’s two most recent fiscal years set forth below for non-audit services rendered to each SeriesFund and to each Fund’s Service Affiliates are shown below. Service Affiliates include MFS and various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Fund.
Service Affiliates and Series | 2015 | 2014 | ||||||
MFS Variable Insurance Trust: | ||||||||
MFS Global Equity Series and its Service Affiliates | 198,574 | 1,698,071 | ||||||
MFS Growth Series and its Service Affiliates | 198,856 | 1,698,185 | ||||||
MFS Investor Trust Series and its Service Affiliates | 198,681 | 1,698,120 | ||||||
MFS Mid Cap Growth Series and its Service Affiliates | 198,652 | 1,698,105 | ||||||
MFS New Discovery Series and its Service Affiliates | 198,731 | 1,700,642 | ||||||
MFS Research Series and its Service Affiliates | 198,706 | 1,698,129 | ||||||
MFS Total Return Bond Series and its Service Affiliates | 199,145 | 1,698,303 | ||||||
MFS Total Return Series and its Service Affiliates | 199,160 | 1,698,300 | ||||||
MFS Utilities Series and its Service Affiliates | 198,904 | 1,700,705 | ||||||
MFS Value Series and its Service Affiliates | 199,034 | 1,700,770 | ||||||
MFS Variable Insurance Trust II: | ||||||||
MFS Blended Research Core Equity Portfolio and its Service Affiliates | 198,322 | 1,697,779 | ||||||
MFS Core Equity Portfolio and its Service Affiliates | 198,261 | 1,700,252 | ||||||
MFS Corporate Bond Portfolio and its Service Affiliates | 198,286 | 1,697,764 | ||||||
MFS Emerging Markets Equity Portfolio and its Service Affiliates | 198,244 | 1,697,746 | ||||||
MFS Global Governments Portfolio and its Service Affiliates | 198,272 | 1,697,758 | ||||||
MFS Global Growth Portfolio and its Service Affiliates | 198,241 | 1,697,744 | ||||||
MFS Global Research Portfolio and its Service Affiliates | 198,254 | 1,697,750 | ||||||
MFS Global Tactical Allocation Portfolio and its Service Affiliates | 208,413 | 1,717,503 | ||||||
MFS Government Securities Portfolio and its Service Affiliates | 198,389 | 1,697,812 | ||||||
MFS High Yield Portfolio and its Service Affiliates | 198,357 | 1,697,788 | ||||||
MFS International Growth Portfolio and its Service Affiliates | 198,269 | 1,697,756 | ||||||
MFS International Value Portfolio and its Service Affiliates | 198,455 | 1,697,826 | ||||||
MFS Massachusetts Investors Growth Stock Portfolio and its Service Affiliates | 198,343 | 1,700,289 | ||||||
MFS Research International Portfolio and its Service Affiliates | 198,298 | 1,700,269 | ||||||
MFS Strategic Income Portfolio and its Service Affiliates | 198,243 | 1,697,744 | ||||||
MFS Technology Portfolio and its Service Affiliates | 198,245 | 1,697,745 | ||||||
MFS U.S. Government Money Market Portfolio and its Service Affiliates | 198,317 | 1,697,779 | ||||||
MFS Variable Insurance Trust III: | ||||||||
MFS Blended Research Small Cap Equity Portfolio and its Service Affiliates | 198,252 | 1,697,747 | ||||||
MFS Conservative Allocation Portfolio and its Service Affiliates | 198,390 | 1,697,811 | ||||||
MFS Global Real Estate Portfolio and its Service Affiliates | 198,592 | 1,698,068 | ||||||
MFS Growth Allocation Portfolio and its Service Affiliates | 198,337 | 1,697,784 | ||||||
MFS Inflation-Adjusted Bond Portfolio and its Service Affiliates | 197,512 | 1,696,986 | ||||||
MFS Limited Maturity Portfolio and its Service Affiliates | 198,400 | 1,697,811 | ||||||
MFS Mid Cap Value Portfolio and its Service Affiliates | 198,297 | 1,697,767 | ||||||
MFS Moderate Allocation Portfolio and its Service Affiliates | 198,650 | 1,697,914 | ||||||
MFS New Discovery Value Portfolio and its Service Affiliates | 198,238 | 1,697,741 | ||||||
Schedule A-5
Schedule B
Interests of Certain Persons
As of November 30, 2016, to the best knowledge of each Fund, the following shareholders beneficially owned more than 5% of the outstanding shares of any class of such Fund.
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS BLENDED RESEARCH CORE EQUITY PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 5,974,217.4100 | 95.47 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 1,720,150.9670 | 47.97 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
GUARDIAN INSURANCE & ANNUITY CO INC | SC | 902,571.5400 | 26.07 | |||||||
6255 STERNER’S WAY | ||||||||||
BETHLEHEM PA 18017-9464 | ||||||||||
NATIONWIDE LIFE INSURANCE COMPANY | SC | 435,674.2150 | 21.85 | |||||||
P.O. BOX 182029 | ||||||||||
COLUMBUS OH 43218-2029 | ||||||||||
MFS BLENDED RESEARCH SMALL CAP PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 1,614,287.1340 | 99.02 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 5,860,299.8680 | 93.58 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 399,247.8000 | 6.38 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 175,106.6790 | 100.00 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 53,486,908.0070 | 94.05 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 3,373,651.5470 | 5.93 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS CORE EQUITY PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 4,539,644.5750 | 62.45 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 1,818,018.9880 | 88.77 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
HARTFORD LIFE & ANNUITY INSURANCE | IC | 861,826.4560 | 11.86 | |||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
LINCOLN LIFE ACCOUNT | SC | 105,907.5010 | 5.12 | |||||||
1300 S CLINTON ST | ||||||||||
FORT WAYNE IN 46802-3506 | ||||||||||
Schedule B-1
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS CORPORATE BOND PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 5,226,126.2300 | 97.74 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 13,160,911.5540 | 79.52 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
NATIONWIDE LIFE INS CO (NWPP) | SC | 1,953,176.8610 | 11.70 | |||||||
PO BOX 182029 | ||||||||||
COLUMBUS OH 43218-2029 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 1,156,838.1510 | 6.93 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS EMERGING MARKETS EQUITY PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 1,351,974.2460 | 80.33 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 1,495,950.3200 | 86.48 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | IC | 330,107.0480 | 18.28 | |||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 140,969.6120 | 7.36 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS GLOBAL EQUITY SERIES | ||||||||||
HARTFORD LIFE & ANNUITY INSURANCE | IC | 988,363.1280 | 39.56 | |||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
PARAGON LIFE INSUR | IC | 508,769.7210 | 20.36 | |||||||
13045 TESSON FERRY RD # A2-10 | ||||||||||
SAINT LOUIS MO 63128-3407 | ||||||||||
CONNECTICUT GENERAL LIFE INS. CO. | IC | 357,701.2290 | 14.32 | |||||||
FBO SA FE | ||||||||||
4 CHASE METROTECH CENTER, 6TH FLR | ||||||||||
BROOKLYN NY 11245-0003 | ||||||||||
HARTFORD LIFE INSURANCE COMPANY | IC | 263,845.4690 | 10.56 | |||||||
ATTN UIT OPERATIONS | ||||||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
TIAA-CREF LIFE INSURANCE COMPANY | IC | 183,249.1160 | 9.82 | |||||||
8500 ANDREW CARNEGIE BLVD | ||||||||||
CHARLOTTE NC 28262-8500 | ||||||||||
PRINCIPAL LIFE INSURANCE CO | SC | 197,160.9950 | 61.91 | |||||||
711 HIGH ST | ||||||||||
DES MOINES IA 50392-0001 | ||||||||||
Schedule B-2
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS GLOBAL EQUITY SERIES – continued | ||||||||||
EQUITABLE LIFE ASSURANCE SOCIETY OF THE US | SC | 132,836.3310 | 34.97 | |||||||
1290 AVENUE OF THE AMERICAS | ||||||||||
NEW YORK NY 10104-0101 | ||||||||||
MFS GLOBAL GOVERNMENTS PORTFOLIO | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 8,288,897.6610 | 50.84 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 4,832,053.7650 | 29.64 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | IC | 1,622,568.7540 | 9.95 | |||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 1,442,256.9040 | 8.94 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 150,557.0020 | 99.76 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | ||||||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS GLOBAL GROWTH PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 2,102,404.7760 | 95.90 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 109,273.3130 | 98.72 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS GLOBAL REAL ESTATE PORTFOLIO | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 3,641,356.5580 | 44.37 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 987,681.1780 | 26.01 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | IC | 1,512,288.0660 | 18.43 | |||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 896,141.4010 | 10.92 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 4,206,607.3950 | 93.08 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 309,652.9510 | 6.85 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
Schedule B-3
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS GLOBAL RESEARCH PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 3,412,588.3260 | 95.14 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 262,537.6790 | 99.33 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS GLOBAL TACTICAL ALLOCATION PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 3,449,814.7880 | 88.58 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 46,524,992.3900 | 93.56 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
NEW YORK LIFE INSURANCE AND ANNUITY | IC | 338,577.4440 | 8.69 | |||||||
CORPORATION (NYLIAC) | ||||||||||
169 LACKAWANNA AVE | ||||||||||
PARSIPPANY NJ 07054-1007 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 2,931,064.9420 | 5.89 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS GOVERNMENT SECURITIES PORTFOLIO | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 13,636,122.8340 | 43.78 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 9,682,878.6010 | 38.78 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 4,949,693.4520 | 15.89 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 17,097,319.1760 | 92.72 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 1,271,974.1120 | 6.76 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 172,035.6620 | 79.48 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 36,010,676.4550 | 92.63 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | IC | 58,628.1010 | 20.52 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 2,863,765.6850 | 7.37 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
Schedule B-4
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS GROWTH SERIES | ||||||||||
LINCOLN LIFE | IC | 5,579,381.4840 | 18.10 | |||||||
1300 S CLINTON ST | ||||||||||
FORT WAYNE IN 46802-3506 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 3,224,490.7090 | 13.12 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 568,098.8590 | 14.05 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 4,038,116.5000 | 13.10 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
HARTFORD LIFE & ANNUITY INSURANCE | IC | 2,980,488.6620 | 9.75 | |||||||
ATTN UIT OPERATIONS | SC | 366,485.6800 | 5.83 | |||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
PRUCO LIFE INSURANCE COMPANY | IC | 1,372,939.6570 | 8.73 | |||||||
ATTN SEP ACCTS TRADE CONFIRMS | ||||||||||
213 WASHINGTON ST FL 7 | ||||||||||
NEWARK NJ 07102-2917 | ||||||||||
TRANSAMERICA ADVISORS LIFE INS CO | IC | 1,624,468.9790 | 6.56 | |||||||
4333 EDGEWOOD RD NE MS 4410 | ||||||||||
CEDAR RAPIDS IA 52499-0001 | ||||||||||
LINCOLN LIFE ACCOUNT | SC | 2,110,831.5750 | 33.59 | |||||||
1300 S CLINTON ST | ||||||||||
FORT WAYNE IN 46802-3506 | ||||||||||
PROTECTIVE VARIABLE ANNUITY | SC | 1,257,569.2690 | 20.01 | |||||||
2801 HIGHWAY 280 S | ||||||||||
BIRMINGHAM AL 35223-2479 | ||||||||||
NATIONWIDE LIFE INS CO (NWPP) | SC | 729,424.8210 | 11.61 | |||||||
PO BOX 182029 | ||||||||||
COLUMBUS OH 43218-2029 | ||||||||||
PRINCIPAL LIFE INSURANCE CO | SC | 292,578.1800 | 7.95 | |||||||
711 HIGH ST | ||||||||||
DES MOINES IA 50392-0001 | ||||||||||
MFS HIGH YIELD PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 15,346,788.6000 | 30.22 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
HARTFORD LIFE & ANNUITY INSURANCE | IC | 15,782,626.6060 | 22.04 | |||||||
ATTN UIT OPERATIONS | ||||||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
Schedule B-5
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS HIGH YIELD PORTFOLIO – continued | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 15,285,886.2170 | 21.32 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
HARTFORD LIFE INSURANCE COMPANY | IC | 5,285,467.9390 | 10.24 | |||||||
ATTN UIT OPERATIONS | ||||||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 5,502,207.7320 | 7.68 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | IC | 3,722,267.6240 | 5.19 | |||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 9,417,692.1380 | 89.74 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 637,614.7360 | 5.69 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS INFLATION ADJUSTED BOND PORTFOLIO | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 8,458,553.3180 | 50.25 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 6,162,957.7860 | 36.61 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | IC | 2,068,017.1690 | 12.29 | |||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 15,166,419.4100 | 93.03 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 1,134,169.4680 | 6.96 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS INTERNATIONAL GROWTH PORTFOLIO | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 4,193,437.8130 | 40.24 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
Schedule B-6
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS INTERNATIONAL GROWTH PORTFOLIO – continued | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 2,978,281.7750 | 32.58 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | IC | 1,735,065.5720 | 16.65 | |||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 1,026,444.1210 | 9.85 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 1,380,208.1440 | 76.20 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
NATIONWIDE INSURANCE CO NWPP | SC | 389,091.8860 | 18.76 | |||||||
PO BOX 182029 | ||||||||||
COLUMBUS OH 43218-2029 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 102,844.4440 | 5.04 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS INTERNATIONAL VALUE PORTFOLIO | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 2,255,911.5590 | 22.08 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 1,945,595.6600 | 21.44 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION (NYLIAC) | IC | 1,585,943.0920 | 15.52 | |||||||
169 LACKAWANNA AVE | ||||||||||
PARSIPPANY NJ 07054-1007 | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | IC | 931,979.6540 | 9.12 | |||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 | ||||||||||
LINCOLN LIFE | IC | 901,757.5720 | 8.83 | |||||||
1300 S CLINTON ST | ||||||||||
FORT WAYNE IN 46802-3506 | ||||||||||
MUFG UNION BANK TR NOMINEE | IC | 683,831.6560 | 6.69 | |||||||
FBO GLOBAL ATLANTIC TR | ||||||||||
PO BOX 85484 | ||||||||||
SAN DIEGO CA 92186-5484 | ||||||||||
Schedule B-7
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS INTERNATIONAL VALUE PORTFOLIO – continued | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 552,146.4270 | 5.40 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
AXA EQUITABLE LIFE INSURANCE CO | SC | 12,988,917.9390 | 42.75 | |||||||
1290 AVENUE OF THE AMERICAS | ||||||||||
NEW YORK NY 10104-1472 | ||||||||||
NATIONWIDE LIFE INS CO (NWVAII) | SC | 10,017,504.0410 | 38.25 | |||||||
PO BOX 182029 | ||||||||||
COLUMBUS OH 43218-2029 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 4,650,970.5110 | 8.26 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS INVESTORS TRUST SERIES | ||||||||||
HARTFORD LIFE & ANNUITY INSURANCE | IC | 5,032,423.2720 | 47.78 | |||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
HARTFORD LIFE INSURANCE COMPANY | IC | 1,969,710.2130 | 18.37 | |||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
GUARDIAN INSURANCE & ANNUITY CO INC | IC | 443,254.6160 | 8.36 | |||||||
INDIV MARKETS PRODUCT FINANCE | ||||||||||
6255 STERNER’S WAY | ||||||||||
BETHLEHEM PA 18017-9464 | ||||||||||
PROTECTIVE PREMIER VAR UNIV LIFE | IC | 375,868.1550 | 6.15 | |||||||
2801 HIGHWAY 280 S | ||||||||||
BIRMINGHAM AL 35202-2606 | SC | 2,639,716.4610 | 29.46 | |||||||
NEW YORK LIFE INSURANCE AND ANNUITY | SC | 4,563,121.0370 | 50.93 | |||||||
ATTN ASHESH UPADHYAY | ||||||||||
169 LACKAWANNA AVE | ||||||||||
PARSIPPANY NJ 07054-1007 | ||||||||||
AXA EQUITABLE LIFE INSURANCE CO | SC | 533,087.1870 | 11.70 | |||||||
1290 AVENUE OF THE AMERICAS | ||||||||||
NEW YORK NY 10104-1472 | ||||||||||
MFS LIMITED MATURITY PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 26,998,793.3190 | 62.66 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 13,999,248.9990 | 92.17 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 7,366,272.5850 | 15.83 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
Schedule B-8
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS LIMITED MATURITY PORTFOLIO – continued | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 6,840,511.0900 | 14.70 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | IC | 2,066,716.5680 | 5.03 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 1,188,743.0710 | 7.83 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS MASSACHUSETTS INVESTORS GROWTH STOCK PORTFOLIO |
| |||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 25,988,725.5320 | 84.75 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 2,352,397.8670 | 13.23 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
HARTFORD LIFE & ANNUITY INSURANCE | IC | 2,063,115.7470 | 6.26 | |||||||
ATTN UIT OPERATIONS | ||||||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
IDS LIFE INSURANCE COMPANY | SC | 6,012,478.5050 | 27.56 | |||||||
10468 AMERIPRISE FINANCIAL CENTER | ||||||||||
MINNEAPOLIS MN 55474-0001 | ||||||||||
PACIFIC LIFE INSURANCE COMPANY | SC | 4,516,149.5160 | 20.70 | |||||||
700 NEWPORT CENTER DR | ||||||||||
NEWPORT BEACH CA 92660-6307 | ||||||||||
PROTECTIVE VARIABLE ANNUITY | SC | 3,083,744.8240 | 14.14 | |||||||
2801 HIGHWAY 280 S | ||||||||||
BIRMINGHAM AL 35223-2479 | ||||||||||
AXA EQUITABLE LIFE INSURANCE CO | SC | 881,063.7650 | 8.45 | |||||||
1290 AVENUE OF THE AMERICAS | ||||||||||
NEW YORK NY 10104-1472 | ||||||||||
OHIO NATIONAL LIFE INSURANCE CO | SC | 1,410,514.1330 | 6.47 | |||||||
1 FINANCIAL WAY | ||||||||||
CINCINNATI OH 45242-5851 | ||||||||||
MFS MID CAP GROWTH SERIES | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 15,487,705.4840 | 41.23 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 2,755,960.1730 | 16.84 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 3,953,962.0730 | 34.12 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
HARTFORD LIFE & ANNUITY INS CO | IC | 5,416,845.2530 | 14.42 | |||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
Schedule B-9
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS MID CAP GROWTH SERIES – continued | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | IC | 4,883,135.5230 | 13.00 | |||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | ||||||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
OHIO NATIONAL LIFE INSURANCE CO | SC | 6,347,520.3570 | 54.02 | |||||||
1 FINANCIAL WAY | ||||||||||
CINCINNATI OH 45242-5851 | ||||||||||
MFS MID CAP VALUE PORTFOLIO | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 15,506,689.1600 | 45.30 | |||||||
ATTN LCC 3RD FLOOR MFS GROUP | ||||||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 4,067,305.3520 | 25.61 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | IC | 4,875,540.8320 | 14.24 | |||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 3,106,882.6910 | 9.08 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 3,792,092.4990 | 51.07 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
NATIONWIDE LIFE INSURANCE COMPANY | SC | 2,729,366.7500 | 39.23 | |||||||
C/O IPO PORTFOLIO | ||||||||||
P.O. BOX 182029 | ||||||||||
COLUMBUS OH 43218-2029 | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 270,056.2160 | 96.17 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 131,375,987.2160 | 92.41 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 10,775,965.3650 | 7.58 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS NEW DISCOVERY SERIES | ||||||||||
HARTFORD LIFE & ANNUITY INSURANCE | IC | 4,800,135.3430 | 28.83 | |||||||
ATTN UIT OPERATIONS | ||||||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
Schedule B-10
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS NEW DISCOVERY SERIES – continued | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 3,004,442.2180 | 20.81 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
HARTFORD LIFE INSURANCE COMPANY | IC | 1,886,673.2940 | 10.52 | |||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 1,652,737.9790 | 9.06 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
AMERITAS LIFE INSURANCE CORP | IC | 416,895.8580 | 5.33 | |||||||
5900 O ST | ||||||||||
LINCOLN NE 68510-2234 | ||||||||||
PROTECTIVE VARIABLE ANNUITY | SC | 4,932,236.4530 | 19.23 | |||||||
2801 HIGHWAY 280 S | ||||||||||
BIRMINGHAM AL 35223-2479 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 3,114,653.4410 | 15.22 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
IDS LIFE INSURANCE COMPANY | SC | 3,494,188.1580 | 13.62 | |||||||
10468 AMERIPRISE FINANCIAL CENTER | ||||||||||
MINNEAPOLIS MN 55474-0001 | ||||||||||
GUARDIAN INSURANCE & ANNUITY CO INC | SC | 2,235,193.0790 | 11.11 | |||||||
6255 STERNER’S WAY | ||||||||||
BETHLEHEM PA 18017-9464 | ||||||||||
TRANSAMERICA LIFE INSURANCE COMPANY | SC | 2,787,714.7390 | 11.01 | |||||||
4333 EDGEWOOD RD NE MS 4410 | ||||||||||
CEDAR RAPIDS IA 52499-0001 | ||||||||||
NATIONWIDE LIFE INSURANCE COMPANY | SC | 1,746,572.4250 | 7.53 | |||||||
P.O. BOX 182029 | ||||||||||
COLUMBUS OH 43218-2029 | ||||||||||
OHIO NATIONAL LIFE INSURANCE CO | SC | 1,428,151.0510 | 5.57 | |||||||
1 FINANCIAL WAY | ||||||||||
CINCINNATI OH 45242-5851 | ||||||||||
MFS NEW DISCOVERY VALUE PORTFOLIO | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 2,639,565.0250 | 57.86 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | IC | 860,020.9350 | 18.85 | |||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 | ||||||||||
Schedule B-11
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS NEW DISCOVERY VALUE PORTFOLIO – continued | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 606,118.2980 | 13.29 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 278,107.6420 | 9.82 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 739,835.4220 | 89.61 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 82,488.8380 | 9.99 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS RESEARCH INTERNATIONAL PORTFOLIO | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 8,966,926.9260 | 37.98 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
AMERITAS LIFE INSURANCE CORP | IC | 2,376,820.5130 | 14.09 | |||||||
5900 O ST | ||||||||||
LINCOLN NE 68510-2234 | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | IC | 2,818,509.0920 | 11.94 | |||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 1,870,001.4370 | 7.92 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 1,575,965.0890 | 7.01 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
HARTFORD LIFE & ANNUITY | IC | 1,298,817.6230 | 5.50 | |||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 3,707,253.3030 | 60.40 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
SECURITY BENEFIT LIFE INSURANCE CO | SC | 904,539.7120 | 29.01 | |||||||
ONE SECURITY BENEFIT PLACE | ||||||||||
TOPEKA KS 66636-1000 | ||||||||||
MFS RESEARCH SERIES | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 5,474,617.6960 | 36.14 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
MFS GROWTH ALLOCATION PORTFOLIO | ||||||||||
1200 CROWN COLONY DR | ||||||||||
QUINCY MA 02169-0938 | IC | 1,673,902.8340 | 11.05 | |||||||
Schedule B-12
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS RESEARCH SERIES – continued | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 1,460,130.1480 | 9.64 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 511,592.1230 | 5.43 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 6,055,525.4800 | 69.39 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
HARTFORD LIFE & ANNUITY | IC | 786,244.3210 | 5.19 | |||||||
ATTN UIT OPERATIONS | ||||||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION (NYLIAC) | SC | 1,829,767.0020 | 20.97 | |||||||
169 LACKAWANNA AVE | ||||||||||
PARSIPPANY NJ 07054-1007 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 536,707.5310 | 6.15 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS STRATEGIC INCOME PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 2,986,791.6480 | 64.35 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
AMERITAS LIFE INSURANCE CORP | IC | 586,942.2110 | 16.86 | |||||||
ATTN VARIABLE TRADES | ||||||||||
5900 O ST | ||||||||||
LINCOLN NE 68510-2234 | ||||||||||
KANSAS CITY LIFE INSURANCE COMPANY | IC | 186,294.8100 | 6.82 | |||||||
PO BOX 219139 | ||||||||||
KANSAS CITY MO 64121-9139 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 673,511.9190 | 76.83 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
GUARDIAN INSURANCE & ANNUITY CO INC | SC | 80,328.6200 | 21.03 | |||||||
6255 STERNER’S WAY | ||||||||||
BETHLEHEM PA 18017-9464 | ||||||||||
MFS TECHNOLOGY PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 1,177,963.7990 | 100.00 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
AXA EQUITABLE LIFE INSURANCE CO | SC | 5,762,434.5430 | 75.91 | |||||||
1290 AVENUE OF THE AMERICAS | ||||||||||
NEW YORK NY 10104-1472 | ||||||||||
Schedule B-13
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS TECHNOLOGY PORTFOLIO – continued | ||||||||||
GUARDIAN INSURANCE & ANNUITY CO INC | SC | 1,623,498.6230 | 20.82 | |||||||
INDIV MARKETS PRODUCT FINANCE | ||||||||||
6255 STERNER’S WAY | ||||||||||
BETHLEHEM PA 18017-9464 | ||||||||||
MFS TOTAL RETURN BOND SERIES | ||||||||||
HARTFORD LIFE & ANNUITY | IC | 31,161,280.8030 | 41.87 | |||||||
PO BOX 2999 | SC | 11,221,330.3620 | 9.93 | |||||||
HARTFORD CT 06104-2999 | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 15,725,175.7450 | 21.13 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
MFS CONSERVATIVE ALLOCATION PORTFOLIO | IC | 8,088,887.1240 | 10.87 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 4,274,806.1570 | 8.46 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
HARTFORD LIFE INS CO | IC | 5,042,763.2810 | 7.10 | |||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 44,832,115.0580 | 39.69 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
PROTECTIVE VARIABLE ANNUITY | SC | 40,612,096.2440 | 36.71 | |||||||
PO BOX 2606 | ||||||||||
BIRMINGHAM AL 35202-2606 | ||||||||||
GUARDIAN INSURANCE & ANNUITY CO INC | SC | 4,441,328.6790 | 7.47 | |||||||
6255 STERNER’S WAY | ||||||||||
BETHLEHEM PA 18017-9464 | ||||||||||
MFS TOTAL RETURN SERIES | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 18,869,652.3210 | 34.08 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
HARTFORD LIFE & ANNUITY INSURANCE | IC | 18,406,561.9210 | 33.91 | |||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
HARTFORD LIFE INSURANCE COMPANY | IC | 6,596,340.3390 | 11.37 | |||||||
PO BOX 2999 | ||||||||||
HARTFORD CT 06104-2999 | ||||||||||
Schedule B-14
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS TOTAL RETURN SERIES – continued | ||||||||||
LINCOLN LIFE | IC | 4,455,068.9100 | 7.50 | |||||||
1300 S CLINTON ST | ||||||||||
FORT WAYNE IN 46802-3506 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 17,285,976.2780 | 32.73 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
PACIFIC LIFE INSURANCE COMPANY | SC | 15,830,877.3590 | 28.52 | |||||||
700 NEWPORT CENTER DR | ||||||||||
NEWPORT BEACH CA 92660-6307 | ||||||||||
OHIO NATIONAL LIFE INSURANCE CO | SC | 3,429,438.8650 | 6.17 | |||||||
1 FINANCIAL WAY | ||||||||||
CINCINNATI OH 45242-5851 | ||||||||||
PROTECTIVE VARIABLE ANNUITY | SC | 2,865,254.6950 | 5.15 | |||||||
2801 HIGHWAY 280 S | ||||||||||
BIRMINGHAM AL 35223-2479 | ||||||||||
MFS U.S. GOVERNMENT MONEY MARKET PORTFOLIO | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 85,625,489.9200 | 98.14 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | SC | 173,652,948.0800 | 93.39 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
DELAWARE LIFE INSURANCE CO OF NY | SC | 12,299,835.8400 | 6.61 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
MFS UTILITIES SERIES | ||||||||||
LINCOLN LIFE | IC | 9,859,081.4620 | 54.79 | |||||||
1300 S CLINTON ST | SC | 8,840,798.3510 | 23.23 | |||||||
FORT WAYNE IN 46802-3506 | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 4,235,289.7660 | 22.60 | |||||||
1601 TRAPELO ROAD SUITE 30 | SC | 2,628,427.2880 | 7.25 | |||||||
WALTHAM MA 02451-7360 | ||||||||||
AMERITAS LIFE INSURANCE CORP | IC | 1,111,407.3940 | 7.45 | |||||||
5900 O ST | ||||||||||
LINCOLN NE 68510-2234 | ||||||||||
IDS LIFE INSURANCE COMPANY | SC | 7,893,591.9450 | 21.51 | |||||||
10468 AMERIPRISE FINANCIAL CENTER | ||||||||||
MINNEAPOLIS MN 55474-0001 | ||||||||||
AXA EQUITABLE LIFE INSURANCE CO | SC | 3,661,581.1300 | 15.30 | |||||||
1290 AVENUE OF THE AMERICAS | ||||||||||
NEW YORK NY 10104-1472 | ||||||||||
Schedule B-15
Name and Address of Shareholder | Class of Shares | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Shares of Noted Class Owned | |||||||
MFS UTILITIES SERIES – continued | ||||||||||
GUARDIAN INSURANCE & ANNUITY CO INC | SC | 1,570,061.1950 | 8.85 | |||||||
6255 STERNER’S WAY | ||||||||||
BETHLEHEM PA 18017-9464 | ||||||||||
MFS VALUE SERIES | ||||||||||
DELAWARE LIFE INSURANCE COMPANY | IC | 14,974,371.4400 | 35.72 | |||||||
1601 TRAPELO ROAD SUITE 30 | ||||||||||
WALTHAM MA 02451-7360 | ||||||||||
HARTFORD LIFE & ANNUITY | IC | 7,898,232.6760 | 19.06 | |||||||
PO BOX 2999 | SC | 5,957,701.0910 | 8.43 | |||||||
HARTFORD CT 06104-2999 | ||||||||||
MFS MODERATE ALLOCATION PORTFOLIO | IC | 8,653,393.4090 | 16.39 | |||||||
2 AVENUE DE LAFAYETTE | ||||||||||
BOSTON MA 02111-1750 | ||||||||||
NATIONWIDE LIFE INS CO (NWVAII) | SC | 21,515,595.8660 | 47.22 | |||||||
PO BOX 182029 | ||||||||||
COLUMBUS OH 43218-2029 | ||||||||||
PROTECTIVE VARIABLE ANNUITY | SC | 13,041,220.9570 | 19.39 | |||||||
PO BOX 2606 | ||||||||||
BIRMINGHAM AL 35202-2606 | ||||||||||
PACIFIC LIFE INSURANCE COMPANY | SC | 4,044,127.3270 | 6.76 | |||||||
700 NEWPORT CENTER DR | ||||||||||
NEWPORT BEACH CA 92660-6307 | ||||||||||
Under current law, the insurance companies listed above must vote these shares in accordance with instructions received from underlying contract holders.
Schedule B-16
 | VIT-PRX-1/17 |
PROXY CARD |
|  | |
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!
|
- Fold Here -
{FUND NAME MERGED}
This proxy is solicited by and on behalf of the Board of Trustees of MFS® VARIABLE INSURANCE TRUST, MFS® VARIABLE INSURANCE TRUST II, and MFS® VARIABLE INSURANCE TRUST III in connection with the Special Meeting of Shareholders scheduled for March 23, 2017. The undersigned holder(s) of the above listed Fund (the “Fund”), a series of one of the above listed Trusts, revoking prior proxies, hereby appoints Christopher R. Bohane, Thomas H. Connors, Brian E. Langenfeld, Susan A. Pereira, and Matthew A. Stowe (each, a “Proxy Holder”), and each Series' Service Affiliates:
THE TRUSTEES THAT OVERSEE YOUR FUND RECOMMEND THAT YOU VOTE IN FAVOR OF THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED REVOKING PREVIOUS VOTING INSTRUCTIONS, HEREBY INSTRUCTS THE
ABOVE-REFERENCED INSURANCE COMPANY (THE "COMPANY"), TO VOTE ALL SHARES OF THE
ABOVE-REFERENCED SERIES (THE "SERIES") IN WHICH THE UNDERSIGNED HAS AN INTEREST
AT THE SPECIAL MEETING OF SHAREHOLDERS OF THE SERIES, TOWILL BE HELD MARCH 23, 2005
AND AT ANY ADJOURNMENTS OF THE MEETING. THE COMPANY IS HEREBY INSTRUCTED TO VOTE
ON THE PROPOSAL DESCRIBEDCAST IN THE PROXY STATEMENT AS SPECIFIEDMANNER DIRECTED ON THE REVERSE SIDE OF THIS VOTING INSTRUCTION CARD. RECEIPTHEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE SERIES' NOTICE OF THE
SPECIAL MEETING AND PROXY STATEMENT IS HEREBY ACKNOWLEDGED. UNLESS INDICATED TO
THE CONTRARY, THIS VOTING INSTRUCTION CARD SHALL BE DEEMED TO GRANT AUTHORITY TO
VOTE "FOR" THE PROPOSAL SPECIFIEDHOLDER(S) ON THE REVERSE SIDE. THIS VOTING INSTRUCTION
CARD ALSO GRANTS DISCRETIONARY POWER TO VOTE UPON SUCHANY OTHER BUSINESS ASMATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.
Date: _______________________, 2005
- -----------------------------------------------
Signature of Contractholder (SIGN IN THE BOX)
NOTE: PLEASE MAKE SURE THAT YOU COMPLETE, SIGN AND DATE YOUR VOTING INSTRUCTION
CARD. PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON YOUR ACCOUNT. WHEN SIGNING AS
A FIDUCIARY, PLEASE GIVE YOUR FULL TITLE AS SUCH. EACH JOINT OWNER SHOULD SIGN
PERSONALLY. CORPORATE PROXIES SHOULD BE SIGNED IN FULL CORPORATE NAME BY AN
AUTHORIZED OFFICER.
MFS VIC (sc)
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACKSPECIAL MEETING OR BLUE INKANY ADJOURNMENT(S) OR NUMBER 2 PENCIL. X
PLEASE DO NOT USE FINE POINT PENS.
THE TRUSTEES OF THE SERIES RECOMMEND THAT SHAREHOLDERS 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 VIC (sc)
SOLICITED ON BEHALFPROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF THE BOARD OF TRUSTEES OF THE TRUST
PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCHMarch 23, 2005
2017. The Proxy Statement is also available at www.proxyonline.com/docs/MFS2017.pdf.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
| [PROXY ID NUMBER HERE] | [BAR CODE HERE] | [CUSIP HERE] |
| {FUND NAME MERGED} | PROXY CARD | |||||||
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. | ||||
Please sign exactly as your name(s) appear(s) on this proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title. | SIGNATURE (AND TITLE IF APPLICABLE) | DATE | ||
SIGNATURE (IF HELD JOINTLY) | DATE | |||
TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:●
PROPOSAL:
| 1. To elect as Trustees of each of the Trusts: | ||||||||||
| FOR | WITHHOLD | |||||||||
1. | Steven E. Buller | O | O | |||||||
2. | John A. Caroselli | O | O | |||||||
3. | Maureen R. Goldfarb | O | O | |||||||
4. | David H. Gunning | O | O | |||||||
5. | Michael Hegarty | O | O | |||||||
6. | John P. Kavanaugh | O | O | |||||||
7. | Robert J. Manning | O | O | |||||||
8. | Clarence Otis, Jr. | O | O | |||||||
9. | Maryanne L. Roepke | O | O | |||||||
10. | Robin A. Stelmach | O | O | |||||||
11. | Laurie J. Thomsen | O | O | |||||||
2.To transact such other business as may properly come before the Meeting and any adjournment thereof. | ||||||||||
REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE.
THANK YOU FOR VOTING
| [PROXY ID NUMBER HERE] | [BAR CODE HERE] | [CUSIP HERE] |
VOTING INSTRUCTION CARD |
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YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER.PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!
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- Fold Here -
{INSURANCE COMPANY NAME}
{FUND NAME PRINTS HERE
The undersigned hereby appoints James R. Bordewick, Jr., Jeffrey N. Carp, James
F. DesMarais, Richard M. HiseyNAME}
This proxy is solicited by and Brian T. Hourihanon behalf of the Board of Trustees of MFS® VARIABLE INSURANCE TRUST, MFS® VARIABLE INSURANCE TRUST II, and each of them
separately, proxies,MFS® VARIABLE INSURANCE TRUST III in connection with power of substitution, and hereby authorizes each of
them to represent, and to vote, as designated on the reverse side, at theSpecial Meeting of Shareholders of the above-referenced Series, on Wednesday,scheduled for March 23, 20052017.
The undersigned, owner(s) of or participant(s) in or payee(s) under a variable contract (“contract owners”) issued by the above referenced insurance company (the “Insurance Company”), hereby instructs the Insurance Company to vote its shares in the Fund noted above, which are attributable to the undersigned’s participation in the contract at 9:the Special Meeting of Shareholders to be held at 111 Huntington Avenue, Boston, Massachusetts, at 10:30 a.m., Boston time, on Thursday, March 23, 2017, notice of which and the Proxy Statement accompanying the same have been received by the undersigned, or at any adjournmentsadjournment thereof, allupon the following matters as described in the Notice of the
shares of the Series that the undersigned would be entitled to vote if
personally present.Meeting and accompanying Proxy Statement.
THE TRUSTEES THAT OVERSEE YOUR FUND RECOMMEND THAT YOU VOTE IN FAVOR OF THE PROPOSAL.
IF THIS PROXY WHENCARD IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE MANNER DIRECTED HEREIN BYDISCRETION OF 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
SUCHINSURANCE COMPANY ON ANY OTHER MATTERS ASTHAT MAY PROPERLY COME BEFORE THE MEETING.SPECIAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS CARD IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE TRUSTEES
RECOMMEND A VOTEPROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL. SHARES FOR WHICH NO TIMELY VOTING INSTRUCTIONS ARE RECEIVED WILL BE VOTED IN THE SAME PROPORATION AS SHARES FOR WHICH INSTRUCTIONS ARE RECEIVED.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE PROPOSALSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON March 23, 2017. The Proxy Statement is also available at www.proxyonline.com/docs/MFS2017.pdf.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE.
Date ________________________, 2005
THISSIDE HEREOF AND RETURN THE SIGNED 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.
MFS Proxy Card (sc)
PLEASE FILLPROMPTLY 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 ENCLOSED ENVELOPE.
| [PROXY ID NUMBER HERE] | [BAR CODE HERE] | [CUSIP HERE] |
| {FUND NAME MERGED} | VOTING INSTRUCTION CARD |
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. | ||||
| Please sign exactly as your name(s) appear(s) on this card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title. | SIGNATURE (AND TITLE IF APPLICABLE) | DATE | ||
SIGNATURE (IF HELD JOINTLY) | DATE | |||
TO VOTE, FOR ANY INDIVIDUAL NOMINEE, WRITE
THE NOMINEE'S NAMEMARK ONE CIRCLE IN THE SPACE PROVIDED BELOW.
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PLEASEBLUE OR BLACK INK. Example:●
PROPOSAL:
| 1. To elect as Trustees of each of the Trusts: | ||||||||||
| FOR | WITHHOLD | |||||||||
1. | Steven E. Buller | O | O | |||||||
2. | John A. Caroselli | O | O | |||||||
3. | Maureen R. Goldfarb | O | O | |||||||
4. | David H. Gunning | O | O | |||||||
5. | Michael Hegarty | O | O | |||||||
6. | John P. Kavanaugh | O | O | |||||||
7. | Robert J. Manning | O | O | |||||||
8. | Clarence Otis, Jr. | O | O | |||||||
9. | Maryanne L. Roepke | O | O | |||||||
10. | Robin A. Stelmach | O | O | |||||||
11. | Laurie J. Thomsen | O | O | |||||||
2. To transact such other business as may properly come before the Meeting and any adjournment thereof. | ||||||||||
REMEMBER TO SIGN AND DATE ON THE REVERSE SIDE.
MFS Proxy Card (sc)