UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.)

Filed by the Registrantx                            Filed by a Party Other Thanother than the Registrant¨

Check the Appropriate Box:appropriate box:

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 VIII

MFS^® SERIES TRUST IX

MFS^® SERIES TRUST X

MFS^® SERIES TRUST XI

MFS^® SERIES TRUST XII

MFS^® SERIES TRUST XIII

MFS^® SERIES TRUST XV

MFS^® MUNICIPAL SERIES TRUST

MASSACHUSETTS INVESTORS GROWTH STOCK FUND

MASSACHUSETTS INVESTORS TRUST

(NamesName of RegistrantsRegistrant as Specified in their Charters)Its Charter)

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

Payment of Filing Fee (Check the Appropriate Box)appropriate box):

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETINGS TO BE HELD ON JANUARY 28, 2010

THIS PROXY STATEMENT IS AVAILABLE AT https://www.proxy-direct.com/mfs20782

500 Boylston Street, Boston, MA 02116-3741

December 28, 2007

Dear Shareholder:

A Special Meeting of Class R1 shareholders (the “Special Meeting”) of the Funds referenced above (each a “Fund” and collectively the “Funds”) will be held at the offices of the Funds, 500 Boylston Street, 24th Floor, Boston, Massachusetts, on February 15, 2008 at 9:30 a.m. Eastern Standard Time.

At this meeting, you are being asked to vote on an important proposal affecting the Class R1 shares of your Fund(s). The Board of Trustees of your Fund(s) believes that this proposal is in the Funds’ and your best interest.

While you are, of course, welcome to join us at the Special Meeting on February 15, 2008, most shareholders vote by telephone, over the Internet, or by filling out, signing, and returning the enclosed proxy card(s).

Your vote makes a difference.    No matter what the size of your investment, your vote is important. The Board of Trustees of the Funds unanimously recommends that you vote in favor of this proposal, but however you decide to vote, it is important that you take the time to do so. By voting early, you can help save your Fund(s) the expense of additional mailings to solicit shareholder votes.

Information regarding the proposal is available in the proxy statement. There are three convenient ways to vote: by telephone, over the Internet, or by filling out, signing and returning the enclosed proxy card(s). Voting instructions are provided on the enclosed proxy card(s).

If you have any questions, please contact your investment professional. For questions regarding the proposal, please call the proxy solicitor, Broadridge Financial Solutions, Inc., toll-free at 866-414-6353, Monday-Friday, 9:30 a.m. to 9:00 p.m. Eastern Standard Time and Saturday, 10:00 a.m. to 6:00 p.m. Eastern Standard Time.

Thank you for your prompt vote.

Sincerely,

Maria F. Dwyer

President

MFS^® Family of Funds

500 Boylston Street, Boston, Massachusetts 02116-374102116

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON FEBRUARY 15, 2008JANUARY 28, 2010

Notice is hereby given that a

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A Special Meeting of the Class R1 shareholders (the “Special Meeting”)Shareholders of each of the Fundsabove referenced abovefunds (each, a “Fund” and collectively, the “Funds”) will be held at the Funds’ offices at 500 Boylston Street, Boston, Massachusetts on Friday, February 15, 2008,02116, at 9:10:30 a.m. Eastern Standard Time,on Thursday, January 28, 2010, for the following purposes:

Each Fund will hold its meeting simultaneously with each other Fund. With respect to Item 1, all of the shareholders of Funds that are series of the same Trust will vote together as a single class.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDSTHAT OVERSEE YOUR FUND RECOMMEND

THAT YOU CAST YOUR VOTE “FOR” PROPOSALIN FAVOR OF ITEM 1.

This isOnly a notice and proxy statement for your Fund’s shareholder meeting. Each Fund’s Class R1 shareholders of record as of the close of business on December 10, 2007November 13, 2009 will be entitled to notice of, and to vote at the Specialthat Fund’s Meeting and any adjournments thereof only on those matters being considered for their Fund. If you own Class R1 shares of more than one of the Funds, separate proxy voting cards are included for each Fund in which you own Class R1 shares. Please complete, sign and return the enclosed proxy voting card(s).

Your attention is directed to the attached proxy statement.Shareholders.

By order of the Board of Trustees

SusanSUSAN S. NewtonNEWTON

Assistant Secretary and Assistant Clerk

December 28, 20077, 2009

YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUYOUR PROMPTLY VOTING, SIGNING AND RETURNING THE ENCLOSED PROXY CARD(S) SO THAT IT IS RECEIVED BY THE DATE OF THE SPECIAL MEETING, OR RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET, BY 9:29 a.m. EASTERN STANDARD TIME, ON THE DATE OF THE SPECIAL MEETING, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF A SECOND SOLICITATION FOR YOUR FUND.TRUST. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.

Proxy Statement2

500 Boylston StreetPROXY STATEMENT

Boston, Massachusetts 02116-3741

Special Meeting of Shareholders

To be held February 15, 2008DECEMBER 7, 2009

This Proxy Statement is furnished to the Class R1 shareholders of each Fund referenced above (each a “Fund” and collectively the “Funds”) in connection with the solicitation of proxies by and on behalf of the Board of Trustees (the “Trustees”“Board”) of each registered investment company set forth above (theMassachusetts Investors Growth Stock Fund, Massachusetts Investors Trust, MFS Series Trust I, MFS Series Trust II, MFS Series Trust III, MFS Series Trust IV, MFS Series Trust V, MFS Series Trust VI, MFS Series Trust VIII, MFS Series Trust IX, MFS Series Trust X, MFS Series Trust XI, MFS Series Trust XII, MFS Series Trust XIII, MFS Series Trust XV, and MFS Municipal Series Trust, (each, a “Trust” and collectively, the “Trusts”) to be used at the Special Meeting of Shareholders (the “Special Meeting”“Meeting”) of each fund that is a series of one of the Trusts (each, a “Fund” and collectively, the “Funds”) to be held at 9:10:30 a.m., Eastern Standard Time on February 15, 2008January 28, 2010 at 500 Boylston Street, 24th floor, Boston, Massachusetts 02116, for the purposes set forth in the accompanying Notice of a Special Meeting of Shareholders (the “Notice”). Proxies, including proxies given by telephone or viaIf the Internet,enclosed form of

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proxy is executed and returned, it nevertheless may be revoked prior to its exercise by a signed writing filed with the proxy tabulation agent, Computershare Fund Services, 280 Oser Avenue, Hauppauge, NY 11788-3610, or delivered at any time before they are voted by (i) a written revocation received by the Secretary of the applicable Fund; (ii) properly executing a later-dated proxy; or (iii) attending the Special Meeting and voting in person.Meeting. Solicitation of proxies is being made by the mailing of the Notice and this Proxy Statement with its enclosures on or about December 28, 2007.7, 2009.

The Special Meeting is being called in order to ask Class R1 shareholders of the Funds to consider and vote on the following proposals:

Shareholders of record of each Fund at the close of business on December 10, 2007November 13, 2009 will be entitled to one vote for each dollar of net asset value held on that date (i.e., the number of shares owned times the net asset value per share) (the “Record Holders”).date. Each fractional dollar amount iswill be entitled to a proportionate fractional vote. On November 13, 2009, the following number of shares were outstanding for each Fund:

Shareholders have

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With respect to Item 1, each Trust will vote separately. This means that for each Trust, the opportunity to submit their voting instructions via the Internet by usingvotes of shareholders of all Funds that are series of that Trust will be voted together as a program provided by Broadridge Financial Solutions, Inc. (a third-party vendor retained by the Funds), by automated telephone service or by mail using the enclosed proxy card(s). Internet and telephone voting is available until 9:29 a.m., Eastern Standard Time, on February 15, 2008.single class.

The mailing address of the Trustseach Trust and of each of the FundsFund is 500 Boylston Street, Boston, Massachusetts 02116. In addition to soliciting proxies by mail, the Trustees of the Trusts and employees of Massachusetts Financial Services Company (“MFS”), the Funds’ investment adviser and administrator, may solicit proxies in person or by telephone. The expenses of the preparation of proxy statements and related materials, including printing and delivery costs, and vote solicitation are borne equally by the Funds and MFS.

The Trusts have engaged Computershare Fund Services to provide shareholder meeting services including the distribution of this Proxy Statement and related materials to shareholders as well as vote solicitation and tracking. It is anticipated that the cost of these services will be $3,233,627 and may increase substantially in the event that any vote is contested or increased solicitation efforts are required.

A copy of each Fund’s most recent annual report and semi-annual report may be obtained without charge at www.MFS.com or by contacting MFS Service Center, Inc., the Funds’each Fund’s transfer and shareholder servicing agent, at 500 Boylston Street, Boston, Massachusetts 02116, or by telephoning toll-free (800) 225-2606.

Proposal 1:

To Approve an Amendment Directions to the Current Master Distribution Plan Adopted Pursuantmeeting in order to Rule 12b-1 undervote in person are available by telephoning (800) 225-2606.

ITEM 1 — ELECTION OF TRUSTEES

The Board, which oversees each Fund, provides broad supervision over the Investment Company Actaffairs of 1940, as amended, with Respecteach Fund. MFS is responsible for the investment management of each Fund’s assets and for providing a variety of other administrative services to Class R1 Shares of Your Fund(s)

Introduction

Class R1 Shareseach Fund. The officers of each Fund are sold to retirement plans at their net asset value without an initial sales charge. Class R1 Shares have generally been available to retirement plans only if MFS or an affiliate of MFS is either responsible for providing participant recordkeeping services or has entered into an administrative arrangement with a third party to provide certain recordkeeping and/or administrative services. As ofits operations.

Effective January 1, 2008, Class R1 shares will be available to other retirement plans where MFS or an affiliate is2010, the Board has fixed the number of Trustees of each Trust at twelve. The Nomination and Compensation Committee of each Board makes recommendations concerning the nominees for Trustees and consists solely of Trustees who are not providing participant recordkeeping services or has not entered into an administrative arrangement with a third party to provide recordkeeping or administrative services.

Each Fund has adopted a distribution plan“interested persons” (as defined in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Distribution Plan”“1940 Act”). Under the Distribution Plan, each Fund pays distribution and/or service fees to MFS Fund Distributors, Inc. (“MFD”), the principal underwriter of each Fund, to support the sale and distribution of shares as well as shareholder servicing and account maintenance activities (“12b-1 Fees”). With respect to Class R1 Shares, these distribution and service fees

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equal on an annual basis up to 0.75% of the average daily net assets attributable to Class R1 Shares, of which 0.50% is a distribution fee and 0.25% is a service fee.

In addition, Massachusetts Financial Services Company (“MFS”), each Fund’s investment adviser and administrator, provides, either directly or through affiliated and/or unaffiliated entities, certain administrative, recordkeeping, and communication/educational services to the retirement plans and retirement plan participants that invest in Class R1 Shares under a Master Class R Administration and Services Agreement (the “Class R Administration and Services Agreement”). Under the Class R Administration and Services Agreement, Class R1 Shares pay an annual fee of 0.35% of the average daily net assets attributable to Class R1 Shares to MFS for these services (the “Class R1 Administrative Services Fee”).

MFS is proposing to amend each Fund’s Distribution Plan to increase the Class R1 12b-1 Fee from 0.75% to 1.00% of the average daily net assets attributable to Class R1 Shares, an increase of 0.25%. If Proposal 1 is approved by Class R1 shareholders of all of the Funds MFS will eliminate the 0.35% Class R1 Administrative Services Fee, resulting in a 0.10% reduction in the total expense ratioor of Class R1 Shares of each Fund. If Proposal 1 is not approved by shareholders ofall of the Funds, the Proposal will not be implemented and the Class R1 12b-1 Fee and the Class R1 Administrative Services Fee will remain unchanged for all Funds. The Proposal is discussed in further detail below under “Proposed Changes to the Current Distribution Plan.”

General Information about the Current Distribution Plan

The Distribution Plan was adopted on January 1, 1997, and was amended on April 26, 2005, January 24, 2006, April 25, 2006, and October 25, 2006. Under the Distribution Plan, each Fund pays distribution and/or service fees to MFD to support the sale and distribution of Class R1 Shares, as well as shareholder servicing and account maintenance activities. These distribution and service fees equal on an annual basis up to 0.75% of the average daily net assets attributable to Class R1 Shares, of which 0.50% is a distribution fee and 0.25% is a service fee. The Distribution Plan is designed to promote sales of shares of the Funds and minimize redemptions, as well as to assist in the servicing and maintenance of shareholder accounts.

Distribution fees compensate MFD and/or financial intermediaries for their expenses in connection with the distribution of Fund shares, including, but not limited to, commissions to financial intermediaries, printing prospectuses and reports used for sales purposes, the preparation and printing of sales literature, personnel, travel, office expense and equipment, payments made to wholesalers employed by MFD (employees may receive additional compensation if they meet certain targets for sales of one or more MFS Funds), and other distribution-related expenses.

Service fees compensate MFD and/or financial intermediaries for shareholder servicing and account maintenance activities, including, but not limited to, shareholder recordkeeping (including assisting in establishing and maintaining customer accounts and records), transaction processing (including assisting with purchase, redemption and exchange requests), shareholder reporting, arranging for bank wires, monitoring dividend payments from the Funds on behalf of customers, forwarding certain shareholder communications from the Funds to customers, corresponding with shareholders and customers regarding the Funds (including receiving and responding to inquiries and answering questions regarding the Funds), and aiding in maintaining the investment of their respective customers in the Funds.

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The Distribution Plan remains in effect from year to year only if its continuance is specifically approved at least annually by a vote of the Trustees, including a majority of theMFS. Those Trustees who are not “interested persons” of the Funds (the “independentor of MFS are referred to as “Independent Trustees”). throughout this Proxy Statement. Each Nomination and Compensation Committee has recommended that the Board nominate for election by shareholders the nominees described in the following pages, and each Board has nominated such individuals. The DistributionBoard recommends that you vote in favor of the election of the nominees.

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

Each nominee has agreed to serve as a Trustee of each Trust if elected. If, before the Meeting, any nominee refuses or is unable to serve, or if any of the nominees is unavailable at the time of the Meeting, and such refusal or inability to serve or unavailability is not anticipated, the Trustees may vote for other nominees at their discretion, or the Trustees may fix the number of Trustees at fewer than twelve for a Trust. Under the terms of each Trust’s retirement policy, the Trustees have a mandatory retirement age of

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73 years. Mr. Cohn and Mr. Sherratt will reach the Trusts’ mandatory retirement age in 2010 and 2011, respectively. Each of Mr. Cohn and Mr. Sherratt is expected to retire as a Trustee of each Trust as of December 31 in the year in which he reaches the Trust’s mandatory retirement age. The Board may appoint a replacement Trustee or choose to decrease the size of the Board at that time. For each Trust, the twelve nominees for election as Trustees who receive the greatest number of shareholder votes will be elected as Trustees of the Trust.

The following table presents certain information regarding the nominees and current Trustees of each Trust, including their principal occupations, which, unless specific dates are shown, are of more than five years duration, although the titles may not have been the same throughout.

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Each current Trustee listed above served as a board member of 105 funds within the MFS Family of Funds as of January 1, 2009. The address of each Trustee is c/o MFS, 500 Boylston Street, Boston, Massachusetts 02116.

Information about each Fund, including information about its investment adviser, principal underwriter and administrator, Independent Registered Public Accounting Firm, executive officers, and the interests of certain persons appears under “Fund Information” beginning on page 37.

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 all Funds of each Trust will vote together as a single class on this Item 1.

The Board, including the Independent Trustees,

unanimously recommends that the shareholders of the Funds

vote to elect each of the nominees as Trustees of each Trust.

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Committees

Each Trust’s Board meets regularly throughout the year to discuss matters and to take certain actions relating to the Trust. Each Trust’s Board has several standing committees, which are described below. See Schedule C for the number of meetings each standing committee held during each fund’s last fiscal year.⁽¹⁾

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The Trustees generally hold at least eight regular meetings each calendar year. These regular meetings take place over a two-day period. The performance and operations of each of the Funds is reviewed by the Trustees at each meeting and more in-depth reviews of particular Funds are conducted by the Trustees throughout the year. The Board of Trustees of each Trust held twelve meetings during the calendar year ended December 31, 2008. Each Trustee attended at least 75% of the Board and applicable committee meetings for each Fund wasTrust during such Trust’s most recently approvedcompleted fiscal year.

Nomination and Compensation Committee

The Trustees have adopted a written charter for the Nomination and Compensation Committee, a copy of which is included as Exhibit 1 to this Proxy Statement. The Trusts currently do not maintain a website on which the charter is available. 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) experience with corporate governance matters; (vi) an assessment of the candidate’s ability, judgment and expertise; (vii) overall diversity of the composition of the Board; (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. The Nomination and Compensation Committee may consider candidates for Trustee recommended by each Trust’s current Trustees, officers or shareholders or by MFS or any other source deemed appropriate by the Nomination and Compensation Committee. The Nomination and Compensation Committee may, but is not required to, retain a third-party search firm at the applicable Trust’s expense to identify potential candidates.

The Nomination and Compensation Committee will review and consider nominees recommended by shareholders to serve as Trustee, provided that the recommending shareholder follows the Procedures for Shareholders to Submit Nominee Candidates, which are set forth as Appendix B to the Trusts’ Nomination and Compensation Committee Charter, attached to this Proxy Statement as Exhibit 1. Among other

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requirements, these procedures provide that the recommending shareholder must submit any recommendation in writing to the Trust, to the attention of the Trust’s Secretary, at the address of the principal executive offices of the Trust. Any recommendation must include certain biographical information and other information regarding the candidate and the recommending shareholder, and must include a written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected. The foregoing description is only a summary.

The Nomination and Compensation Committee has full discretion to reject nominees recommended by shareholders, and there is no assurance that any such person properly recommended and considered by the Committee will be nominated for election to the Board of a Trust.

Share Ownership

Except as noted in the table above, as of September 30, 2009, the current 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.

The table below shows the dollar range of equity securities beneficially owned by each nominee on an aggregate basis, in all MFS funds overseen, or to be overseen, by the nominee as of September 30, 2009. The tables in Schedule D show the dollar range of equity securities beneficially owned by each nominee in each Fund overseen or to be overseen, by the Trustee as of September 30, 2009.

The following dollar ranges apply:

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Shareholder Communications with the Board

The Board of each Trust has adopted procedures by which shareholders may send communications to the Board. Shareholders may mail written communications to the Board of Trustees, [Name of Fund], c/o Massachusetts Financial Services Company, 500 Boylston Street, Boston, Massachusetts 02116, Attention: Frank Tarantino, Independent Chief Compliance Officer. Shareholder communications must (i) be in July 2007.

Proposed Changeswriting and be signed by the shareholder, (ii) identify the Fund to which they relate and (iii) identify the class and number of shares held by the shareholder. The Funds’ Independent Chief Compliance Officer (“ICCO”) is responsible for reviewing all properly submitted shareholder communications. The ICCO shall either (i) provide a copy of each properly submitted shareholder communication to the Current Distribution Plan

Proposal 1 would amendBoard at its next regularly scheduled meeting or (ii) if the ICCO determines that the communication requires more immediate attention, forward the communication to the Chair of the Trustees promptly after receipt. The ICCO may, in good faith, determine that a shareholder communication should not be provided to the Board because it is ministerial in nature (such as a request for Fund literature, share data or financial information). The ICCO may in such cases forward the communication to the appropriate party or parties at MFS. These procedures do not apply to (i) any communication from an officer or Trustee of a Trust, (ii) any communication from an employee or agent of a Fund, unless such communication is made solely in such employee’s or agent’s capacity as a shareholder or (iii) any shareholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any communication made in connection with such a proposal. Each Trust’s Trustees are not required to attend the Funds’ Distribution Planshareholder meetings or to increase the 12b-1 Fees payable under the Distribution Plan with respectotherwise make themselves available to Class R1 Shares from 0.75% to 1.00% of the average daily net assets attributable to a Fund’s Class R1 Shares, an increase of 0.25%. If Proposal 1 is approved by Class R1 shareholders of all of the Funds, MFS will eliminate the Class R1 Administrative Services Fee of 0.35% for each Fund and terminate the Class R Administration and Services Agreement. As a result, the total expense ratio of Class R1 Shares of each Fund will decrease by 0.10%. The additional 0.25% of 12b-1 Fees will generally be used by MFD to compensate recordkeepers, who are currently receiving the Class R1 Administrative Services Fee of 0.35%, and MFD does not intend to retain any amounts attributablecommunications, other than pursuant to the increaseaforementioned procedures.

Each Trust’s Declaration of Trust currently provides that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with litigation in which they may be involved

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because of their offices with the Trust, unless it is finally adjudicated or, in case of a settlement, has been determined by Trustees not involved in the Class R1 12b-1 Fee.

The amendment tomatter or independent legal counsel, that they have not acted in good faith in the Distribution Plan to increase the Class R1 12b-1 Fee and the corresponding elimination of the Class R1 Administrative Services Fee will only be implemented if Proposal 1 is approved by Class R1 shareholders of all of the Funds. If approved, the amendment to the Distribution Plan and the corresponding elimination of the Class R1 Administrative Services Fee will be effective March 1, 2008 (or such later date as authorized by the Trustees of the Funds). If Proposal 1 is not approved by the Class R1 shareholders ofall of the Funds, the Proposal will not be implemented and the Class R1 12b-1 Fee and the Class R1 Administrative Services Fee will remain unchanged for all of the Funds.

MFS believesreasonable belief that Proposal 1 istheir actions were in the best interests of shareholders, asthe Trust or that they engaged in willful misfeasance or acted with bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their offices.

Trustee Compensation Table

The tables below show (i) the cash compensation paid to the Trustees by each Fund for its most recently completed fiscal year and (ii) the total expense ratio of Class R1 Shares ofcash compensation received by each Fund will decrease by 0.10% if Proposal 1 is approved and implemented as described above. In addition,Trustee from the MFS believes thatfund complex for calendar year 2008. Interested Trustees receive no compensation from the increase in the Class R1 12b-1 Fee and the corresponding elimination of the Class R1 Administrative Services Fee may stimulate additional sales of Class R1 Shares of the Funds thus increasing Fund assets. MFS believes that the proposed change to the fee structure competitively compensates financial intermediaries and recordkeepers for their services to Class R1 Shares of the Funds, and, at the same time, allows Class R1 shareholders to realize reductions in total expensesas Trustees. The table includes information for their Class R1 Shares.

A comparison of the current fees and the proposed fees with respect to Class R1 Shares of each FundMr. Ives, who is provided inSchedule I: Actual and Pro Forma Fund Expenses.

The amount of fees and expenses paid by Class R1 Sharesnot standing for each Fund under the current Distribution Plan during each Fund’s most recently reported fiscal year, both in the aggregate and as a percentage of the Funds’ average daily net asset value, is shown inSchedule IIattached hereto.

Consideration and Recommendation by Trustees

The Trustees reviewed this Proposal and after consideration and consultation with legal counsel unanimously approved the amendment to the Distribution Plan and authorized the Trusts to seek shareholder approval to amend the Distribution Plan as set forth in the Proposal. The Trustees believe that there is a reasonable likelihood that the proposed fee increase under the Distribution Plan and correspondingreelection.

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elimination of the Class R1 Administrative Services Fee will benefit each Fund’s Class R1 and its shareholders. The Trustees considered numerous factors, including:25