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 VIIIVII

MFS^® SERIES TRUST IXVIII

MFS^® SERIES TRUST XIX

MFS^® SERIES TRUST XIX

MFS^® SERIES TRUST XIIXI

MFS^® SERIES TRUST XIIIXII

MFS^® SERIES TRUST XIII

MFS^® SERIES TRUST XV

MFS^® SERIES TRUST XVI

MFS^® MUNICIPAL SERIES TRUST

MFS^® INSTITUTIONAL 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 MARCH 23, 2017.

THIS PROXY STATEMENT IS AVAILABLE AT https://www.proxy-direct.com/mfs-28421

500 Boylston Street

111 Huntington Avenue, Boston, MA 02116-3741

December 28, 2007

Dear Shareholder:Massachusetts 02199

The Proxy Statement, the accompanying Notice of a Special Meeting of Shareholders and the proxy card are being made available without charge by following the instructions on your Notice of Internet Availability of Proxy Materials. In addition, shareholders can find important information about each MFS Fund in the Funds’ latest annual and semi-annual reports (if any) to shareholders. Upon request and without charge, the Trusts will furnish each person to whom the Notice of Internet Availability of Proxy Materials or the Proxy Statement is delivered with a copy of these reports. You may obtain copies of one or more reports without charge by telephoning toll-free (800) 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.

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 23, 2017

A Special Meeting of 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 offices of the Funds, 500 Boylston Street, 24^th Floor,111 Huntington Avenue, Boston, Massachusetts 02199, at 10:30 a.m. on February 15, 2008 at [time] 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.

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.

Thank you for your prompt vote.

500 Boylston Street, Boston, Massachusetts 02116-3741

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON FEBRUARY 15, 2008

Notice is hereby given that a Special Meeting of the Class R1 shareholders (the “Special Meeting”) of the Funds referenced above (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, at [time] Eastern Standard Time,Thursday, March 23, 2017, 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, 2007January 6, 2017 will be entitled to notice of, and to vote at the Specialthat Fund’s Meeting of Shareholders.

BYORDEROFTHE BOARDOF TRUSTEES

CHRISTOPHER R. BOHANE

Assistant Secretary 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, each of your Funds is listed on the enclosed proxy voting card.] Please complete, sign and return the enclosed proxy voting card[(s)].

Your attention is directed to the attached proxy statement.January 30, 2017

December 28, 2007

YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATEIF YOU PROMPTLY VOTING, SIGNING AND RETURNINGDO NOT EXPECT TO ATTEND THE ENCLOSED PROXY CARD[(S)] SO THAT IT IS RECEIVED BY THE DATE OF THE SPECIAL MEETING, OR RECORDINGTHEN PLEASE RECORD YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET BY [time] EASTERN STANDARD TIME,FOLLOWING THE INSTRUCTIONS ON YOUR NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS OR, IF YOU HAVE REQUESTED A PROXY CARD BY MAIL, YOU MAY VOTE BY COMPLETING, SIGNING, DATING AND RETURNING THE PROXY CARD. IF YOU VOTE BY TELEPHONE OR VIA THE INTERNET, YOU WILL BE ASKED TO ENTER A UNIQUE CODE THAT HAS BEEN ASSIGNED TO YOU, WHICH IS PRINTED ON THE DATENOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS OR YOUR PROXY CARD. THIS CODE IS DESIGNED TO CONFIRM YOUR IDENTITY, PROVIDE ACCESS TO THE SPECIAL MEETING,VOTING SITE AND CONFIRM THAT YOUR INSTRUCTIONS ARE PROPERLY RECORDED. IF YOU HAVE ANY QUESTIONS REGARDING THE PROXY STATEMENT, PLEASE CALL (800) 225-2606. PLEASE GIVE YOUR VOTING INSTRUCTIONS OR SUBMIT YOUR PROXY CARD PROMPTLY, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF A SECOND SOLICITATION FOR YOUR FUND. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.TRUST.

PROXY STATEMENT

500 Boylston Street

Boston, Massachusetts 02116-3741

Special Meeting of Shareholders

To be held February 15, 2008

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 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 XV, MFS Series Trust XVI, MFS Institutional Trust 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 10:30 a.m., Eastern Standard Time

- 1 -

on February 15, 2008March 23, 2017 at 500 Boylston Street, 24^th floor,111 Huntington Avenue, Boston, Massachusetts 02116,02199, for the purposes set forth in the accompanying Notice of a Special Meeting of Shareholders (the “Notice”). IfInformation regarding the enclosed formBoard of proxy is executed and returned, it nevertheless mayTrustees can be revoked at any time before it is voted by (i) a written revocation received byfound in the Secretarysection of the applicable Fund, (ii) by properly executing a later-dated proxy, or (iii) by attending the Special Meeting and voting in person. 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.entitled “Election of Trustees.”

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, 2007January 6, 2017 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. The number of shares outstanding for each Fund as of January 6, 2017 are set forth on Schedule A.

With respect to Item 1, each Trust will vote separately. This means that for each Trust, the votes of shareholders of all Funds that are series of that Trust will be voted together as a single class.

Shareholders have the opportunity to submit their voting instructions via the Internet by using a program provided by a third-party vendor retained by the Funds, by automated telephone service or by mail using the enclosed proxy card[(s)]. Internet and telephone voting is available untila.m., Eastern Standard Time, on February 15, 2008.

The mailing address of each Trust and of each Fund is 111 Huntington Avenue, Boston, Massachusetts 02199. 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 Notice of a Special Meeting of Shareholders, this Proxy Statement and the proxy card are being made available to shareholders of record on 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 or Notice of Internet Availability of Proxy Materials is delivered with a copy of the Funds is 500 Boylston Street, Boston, Massachusetts 02116.

A copy of each Fund’s most recentFunds’ latest annual report and semi-annual reportreports (if any) to shareholders. You may be obtainedobtain copies of one or more reports without charge by telephoning toll-free (800) 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., the Funds’each Fund’s transfer and shareholder servicing agent, at 500 Boylston Street,111 Huntington Avenue, Boston, Massachusetts 02116,02199. 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 Computershare Trust Company, N.A. (“Computershare”), the proxy tabulation agent, to provide shareholder meeting services including the distribution of the Notice of Internet Availability of Proxy Materials, 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 Computershare, c/o Proxy Tabulator, PO Box 43130, Providence, Rhode Island02940-9915, or by telephoning toll-free (800) 225-2606.attending the Meeting and voting in person. It is anticipated that the cost of these services will be approximately $7,065,534 and may increase substantially in the event that any vote is contested or increased solicitation efforts are required.

- 2 -

Proposal 1:ITEM 1 –ELECTION OF TRUSTEES

To Approve an Amendment ofThe Board, which oversees each Trust, provides broad supervision over the Current Master Distribution Plan Adopted Pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended, with Respect to Class R1 Shares of Your Fund(s)

Introduction

Class R1 Sharesaffairs of each FundTrust and Fund. Those Trustees who 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 of January 1, 2008, Class R1 shares will be available to other retirement plans where MFS or an affiliate is 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 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”)) 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 Trust’s assets and for providing a variety of other administrative services to each Trust. The officers of each Trust are responsible for its operations.

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 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 each Trust at eleven.The Nomination and Compensation Committee of each Board makes recommendations concerning the nominees for Trustees and consists solely of Independent Trustees. 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 Board 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

2

proxies not limited to the contrary will be voted in favor of electing 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 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 eleven for a Trust. Under the Distribution Plan,terms of the Boards’ retirement policy, an independent Trustee shall retire at the end 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 the Board at that time. For each Fund pays distribution and/or service fees to MFS Fund Distributors, Inc. (“MFD”),Trust, the principal underwritereleven nominees for election as Trustees who receive the greatest number of shareholder votes will be elected as Trustees of the Trust.

Unless otherwise noted, the following table presents certain information as of January 1, 2017 regarding the nominees, including the current Trustees of each Trust, standing for 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.

3

Unless otherwise noted, each current Trustee listed above served as a board member of 138 funds within the MFS Family of Funds (the “MFS Funds”) as of date hereof. The address of each Trustee is c/o MFS, 111 Huntington Avenue, Boston, Massachusetts 02199.

The following provides an overview of the considerations that led the Board to supportconclude that each individual serving as a Trustee of the saleTrusts 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 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 sharesthe 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.

4

Michael Hegarty

Mr. Hegarty has substantial senior executive and board experience at firms within the financial services industry, as well as shareholder servicingboard 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.

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 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” 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 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.

5

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 D for the number of meetings each standing committee held during each Fund’s last fiscal year.⁽¹⁾

6

The Trustees generally hold at least 8 regular meetings each calendar year. These regular meetings generally take place over a two-day period. The performance and operations of each of the Trusts is reviewed by the Trustees at each meeting and more in-depth reviews of particular Trusts are conducted by the Trustees throughout the year. The Board of Trustees of each Trust held 8 meetings during the calendar year ended December 31, 2016.Each Trustee attended at least 75% of the Board and applicable committee meetings noted for each Trust.

Nomination and Compensation Committee

The Trustees have adopted a written charter for the Nomination and Compensation Committee, a copy of which is included as Exhibit 1 to this Proxy Statement. The 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 maintenance activities (“12b-1 Fees”). Witha wide variety of factors in considering Trustee candidates, including, but not limited to: (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities to the Board; (ii) relevant industry and related experience; (iii) educational background; (iv) financial expertise; (v) an assessment of the candidate’s ability, judgment and expertise; (vi) overall diversity of the composition of the Board; and (vii) such other factors as the Committee deems appropriate. 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 the Funds (e.g., investment management, distribution, accounting, trading, compliance, legal), general leadership experience, and life experience (including with respect to Class R1 Shares,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 Trustee recommended by each Trust’s current Trustees, officers or shareholders or by MFS or any other source deemed appropriate by the Nomination and Compensation Committee. The Nomination and Compensation Committee may, but is not required to, retain a third-party search firm at the applicable Trust’s expense to identify potential candidates.

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

7

Trust. Any recommendation must include certain biographical information and service fees equalother 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.

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 below, as of November 30, 2016, the current Trustees, nominees 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. Under the terms of the Board’s policy, each Independent Trustee is required to have invested on an annualaggregate basis, upwithin two years of membership on the Board, an amount equal to 0.75%his or her calendar year’s base retainer and meeting attendance fees in shares of the average daily net assets attributableMFS Funds.

The table below shows the dollar range of equity securities beneficially owned by each current Trustee and nominee on an aggregate basis, in all MFS Funds overseen, or to Class R1 Shares,be overseen, by the current Trustee and nominee as of November 30, 2016. The tables in Schedule E 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 to the table below:

8

Shareholder Communications with the Board of Trustees

The Board of Trustees of each Trust has adopted procedures by which 0.50% is a distribution fee and 0.25% is a service fee.

In addition,shareholders may send communications to the Board. Shareholders may mail written communications to the Board of Trustees, [Name of Trust], c/o Massachusetts Financial Services Company, 111 Huntington Avenue, Boston, Massachusetts 02199, Attention: Frank Tarantino, Independent Senior Officer (“MFS”ISO”), of the Fund. Shareholder communications must (i) be in writing and be signed by the shareholder, (ii) identify the MFS Trust to which they relate and (iii) identify the class and number of shares held by the shareholder. The ISO is responsible for reviewing all properly submitted shareholder communications. The ISO shall either (i) provide a copy of each Fund’s investment adviser and administrator, provides, either directly or through affiliated and/or unaffiliated entities, certain administrative, recordkeeping, and communication/educational servicesproperly submitted shareholder communication to the retirement plans and retirement plan participantsBoard at its next regularly scheduled meeting or (ii) if the ISO determines that invest in Class R1 Shares under a Master Class R Administration and Services Agreement (the “Class R Administration Agreement”). Under the Class R Administration Agreement, Class R1 Shares pay an annual fee of 0.35%communication requires more immediate attention, forward the communication to the Chair of the average daily net assets attributableTrustees promptly after receipt. The ISO may, in good faith, determine that a shareholder communication should not be provided to Class R1 Sharesthe Board because it is ministerial in nature (such as a request for Trust literature, share data or financial information). The ISO may in such cases forward the communication to MFS for these services (the “Class R1 Administrative Services Fee”).

MFS is proposingthe appropriate party or parties at MFS. These procedures do not apply to amend each Fund’s Distribution Plan to increase the Class R1 12b-1 Fee(i) any communication from 0.75% to 1.00%an officer or Trustee of the average daily net assets attributable to Class R1 Shares,Trust, (ii) any communication from an increase of 0.25%. If Proposal 1 is approved by Class R1 shareholders of allemployee or agent of the Funds, MFS will eliminateTrust, unless such communication is made solely in such employee’s or agent’s capacity as a shareholder or (iii) any shareholder proposal submitted pursuant to Rule l4a-8 under the 0.35% Class R1 Administrative Services Fee, resulting in a 0.10% reduction in the total expense ratioSecurities Exchange Act 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.”

- 3 -

General Information about the Current Distribution Plan

The Distribution Plan was adopted on January 1, 1997, and was1934, as 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 expensesany communication made in connection with such a proposal. Each Trust’s Trustees are not required to attend the distributionTrust’s shareholder meetings or to otherwise make themselves available to shareholders for communications, other than pursuant to the aforementioned procedures.

Each Trust’s Declaration of Fund shares, including, but not limited to, commissions to financial intermediaries, printing prospectusesTrust currently provides that the Trust will indemnify its Trustees and reports used for sales purposes, the preparationofficers against liabilities and printing of sales literature, personnel, travel, office expense and equipment, payments made to wholesalers employed by MFD (employeesexpenses incurred in connection with litigation in which they 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 investmentbe involved because of their respective customersoffices with the Trust, unless it is finally adjudicated or, in case of a settlement, it has been determined by Trustees not involved in the Funds.

The Distribution Plan remainsmatter or independent legal counsel, that they have not acted 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 the Trustees who are not “interested persons” of the Funds (the “independent Trustees”). The Distribution Plan for each Fund was most recently approved by the Board of Trustees in July 2007.

Proposed Changes to the Current Distribution Plan

Proposal 1 would amend the Funds’ Distribution Plan to increase the 12b-1 Fees payable under the Distribution Plan with respect 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 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 attributable to the increasegood faith in the Class R1 12b-1 Fee.

- 4 -

The amendment to the Distribution Plan to increase the Class R1 12b-1 Fee and the corresponding elimination of the Class R1 Administration 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 2016. 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 Sharesas Trustees. The table includes information for Messrs. Robert Butler, William Gutow 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 Funds, and, atBoard during any Fund’s recently completed fiscal year or during the same time, allows Class R1 shareholders to realize reductions in total expenses for their Class R1 Shares.calendar year 2016.

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

The amount of fees and expenses paid by Class R1 Shares for each Fund under the current Distribution Plan during each Fund’s most recently reportedFunds with a fiscal year both in the aggregate and as a percentageend of the Class’ 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 the proposed fee increase under the Distribution Plan and corresponding elimination of the Class R1 Administrative Services Fee will benefit Class R1 shareholders and each Fund. The Trustees considered numerous factors, including:January 31, 2016:

- 5 -

In addition, the Trustees considered the possible benefits that may be realized by MFS and MFD as a result of the adoption of the amendments to the Plan, including the possibility that management fees, administrative fees and shareholder servicing fees paid to MFS and MFD would increase with an increase in the size of the Funds.

Based on these and other factors, each Fund’s Board of Trustees voted to approve such proposed amendment to the Distribution Plan and concluded that the proposed amendment would be in the best interests of each Fund and the shareholders of each Fund’s Class R1 Shares. The Trustees’ approval included a determination that, in the exercise of reasonable business judgment and in light of their fiduciary duties under applicable laws, there is a reasonable likelihood that the amendment to the Distribution Plan will benefit each of the Funds and each Fund’s Class R1 shareholders.

If approved by Class R1 shareholders of all of the Funds, the amendment to the Distribution Plan will be effective March 1, 2008 (or such later date as authorized by the Trustees of the Funds) and will continue in effect for up to one year, and then from year to year so long as it is approved by a majority of the Board of Trustees, including a majority of the independent Trustees. The current Distribution Plan provides that it may not be amended to increase materially the amount of the 12b-1 Fee payable under the Distribution Plan unless the increase is approved by the Class R1 shareholders, voting separately, of the respective Fund. Under current regulatory requirements, the 12b-1 Fee cannot be increased above 1.00% of the average daily net assets of the Class. The Distribution Plan will terminate automatically in the event of its assignment and may be terminated at any time upon a vote of a majority of the independent Trustees who have no direct or indirect financial interest in the operation of the Distribution Plan, or by vote of a majority of the outstanding Class R1 Shares of a Fund.

Required Vote

Approval of this matter will require the vote of the lesser of (i) 67% or more of the outstanding voting securities of the Class R1 Shares of a Fund present at the Special Meeting, if the holders of more than 50% of the outstanding voting securities of the Class R1 Shares of the Fund are present in person or represented by proxy at the Special Meeting or (ii) more than 50% of the outstanding voting securities of the Class R1 Shares of a Fund.

*	Messrs. Butler, Gutow and Uek retired as Trustees of the Fund on December 31, 2016.

- 6 -

Proposal 1 will only be implemented if itCompensation with respect to Funds with a fiscal year end of February 29, 2016: