Sincerely,

CHRISTOPHER R. BOHANE

Assistant Secretary and Assistant Clerk

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 FUND. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.

[August, 2015]

MFS MONEY MARKET PORTFOLIO

Proxy Statement

[August, 2015]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, MFS Variable Insurance Trust II (theand MFS Variable Insurance Trust III (each, a “Trust” and collectively, the “Trusts”) to be used at the Special Meeting of Shareholders (the “Meeting”) of the MFS Money Market Portfolio (the “Fund),each fund that is a series of one of the Trust,Trusts (each, a “Fund” and collectively, the “Funds”) to be held at 10:0030 a.m. on October 8, 2015 at111March 23, 2017 at 111 Huntington Avenue, Boston, Massachusetts 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 or voting instruction card is executed and returned, it nevertheless mayTrustees can be revoked at any time prior to the Meeting by a signed writing filed with the proxy tabulation agent, Computershare Fund Services (“Computershare), c/o Proxy Tabulator, P.O. Box 9043, Smithtown, New York, 11787-9831 by properly executing a later-dated proxy or voting instruction card, or by attending the Meeting and voting in person, orfound in the case of contract owners, by providing voting instructions to the Companies at the Meeting.

As of the datesection of this Proxy Statement the Fund issues and sells its shares to the Money Marketsub-accounts within certain separate accounts (the “Separate Accounts”)entitled “Election of certain insurance companies (each a “Company” and together, the “Companies”). The Separate Accounts are established to fund benefits under variable annuity and variable life insurance contracts (each, a “contract”) issued by the Companies. Owners, participants, and payees under the Contracts who have allocated the value of their contracts in the Separate Accounts to the Money Market sub-account (“contract owners”) have an indirect interest in the Fund. As the owners of the assets held in the Separate Accounts, the Companies are shareholders of record of the Fund, and are entitled to vote their shares of the Fund. The Companies vote their shares, however, in accordance with instructions received from contract owners. The Notice and this Proxy Statement are being delivered to contract owners who have allocated some portion of their contract’s value to the Money Market sub-account associated with their Separate Account, so that they may instruct the Companies how to vote the shares of the Fund underlying their contracts. As used herein, the term “shareholders” refers to the Separate Accounts and/or contract owners, depending on the context.Trustees.”

Shareholders of record at the close of business on July 27, 2015January 6, 2017 will be entitled to one vote for each dollar of net asset value held on that date. 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 (i.e., number 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 owned times net asset value per share), with fractional amounts voting proportionately. for which instructions are received.

On July 27, 2015January 6, 2017, the following number of shares were outstanding for each Fund:

With respect to Item 1, each Trust will vote separately. This means that for each Trust, the Fund:.

Shareholders have 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 a third-party vendor retained by the Fund, by automated telephone service or by mail using the enclosed proxy card.single class.

The mailing address of theeach Trust and of theeach Fund is 111 Huntington Avenue, Boston, Massachusetts 02199. Solicitation of proxies is being made by the mailing of the Notice and this Proxy Statement with its enclosures on or about August, 2015. In addition to soliciting proxies by mail, theThe Trustees of the TrustTrusts and employees of Massachusetts Financial Services Company (“MFS”), the Fund’sFunds’ investment adviser and administrator, may solicit proxies in person or by telephone. The 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 the Funds’ latest annual and semi-annual reports (if any) to shareholders. You may obtain copies of one or more reports without charge by contacting the insurance or annuity company through which you purchased your variable contract (if you are a contract owner) or 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. 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 Trust hasTrusts have engaged ComputershareD.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 $66,000approximately $1,765,095 and may increase substantially in the event that theany vote is contested or increased solicitation efforts are required. While the expenses of the preparation of the proxy statement and related materials, including printing and delivery costs and solicitation costs, are borne by the Fund; however, since MFS currently has voluntarily agreed to waive all or a portion of the management fee of the Fund and bear some or all of the Fund’s expenses to avoid a negative yield for the Fund (which voluntary waiver MFS may terminate at any time), the one-time fees and expenses related to this proxy statement therefore will be effectively borne by MFS.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on October 8, 2015.

The proxy statement is available atwww.mfs.com by clicking on “VIT II” then the Fund’s name under “Variable Insurance Portfolios” in the “Products and Performance” section of the MFS Web site. Directions to the meetings in order to vote in person are available by telephoning Computershare at (888) 916-1721 or by e-mail at proxymaterials@computershare.com, or at

https://www.proxy-direct.com/mfs-25741.

A copy of the Fund’s’s most recent annual report and semi-annual report may be obtained without charge at

http://insurancefunds.mfs.com or by contacting the insurance or annuity company through which you purchased your variable contract (if you are a contract owner) or by telephoning MFS toll-free at (800) 225-2606.

ITEM 1 –PROPOSAL TO AMEND THE FUND’S FUNDAMENTAL INVESTMENT POLICY CONCERNING INDUSTRY CONCENTRATION — ELECTION OF TRUSTEES

The Board, has approved,which oversees each Trust, provides broad supervision over the affairs of each Trust and recommends that shareholders ofFund. Those Trustees who are not “interested persons” (as defined in the Fund approve, an amendment to the Fund’s industry concentration policy that would enable the Fund to operate as a government money market fund. In July 2014 the Securities and Exchange Commission (“SEC”) adopted significant reforms for money market funds which, among other things, will permit only certain categories of money market funds, such as government money market funds, to seek to maintain a stable $1.00 per share price. The proposed change in your Fund’s fundamental investment policy concerning concentration would enable the Fund to qualify as a government money market fund under the SEC’s revised rules. The Fund would therefore be permitted to, among other things, (i) continue to seek to maintain a stable $1.00 per share price and (ii) operate without liquidity fees and redemption gates in place unless the Board elects to adopt such provisions (and the Fund’s intention to implement such fees and gates is disclosed to Fund’s shareholders in its registration statement).

The Investment Company Act of 1940, as amended (the “1940 Act”) requires) 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 fundvariety of other administrative services to recite ineach Trust. The officers of each Trust are responsible for its registration statement whether and to what extent it intends to concentrate its investments in securitiesoperations.

During the 2016 calendar year the Board was comprised of issuers in a particular industry or grouptwelve trustees, ten of industries. While the 1940 Act does not define what constitutes “concentration” in an industry, the staffwhom are Independent Trustees. As of the SECdate 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 takendelegated certain authority and oversight responsibilities, is comprised exclusively of Independent Trustees. For a description of the positionoversight 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 25%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 moreMFS; (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 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 fund’s total assetsTrustee 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 terms of the Boards’ retirement policy, an independent Trustee shall retire at the end of the calendar year in onewhich he or more issuers conductingshe 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 Trust, the eleven nominees for election as Trustees who receive the greatest number of shareholder votes will be elected as Trustees of the Trust.

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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 business activitiesoccupations, 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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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 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 same industry (excludingoriginal selection of an individual to join the U.S. Government, its agencies or instrumentalities) constitutes concentration. The Fund currentlyBoard. 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

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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 fundamental investment policy to concentrate its investments in industriesmember 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 sectorindustry. Mr. Caroselli is the president of JC Global Advisors, LLC, where he provides consulting services with specialization in strategy development and shareholder approvalexecution, 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 required to amend this policy.a former member of the Board of Governors of the Investment Company Institute.

The Fund’s current industry concentration policy states: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.

The SEC’s revised rules for money market funds define a government money market fund to be a money market fund that invests 99.5% or more of its total assets in cash, U.S. Government securities, and/or repurchase agreements that are collateralized fully (i.e., collateralized by cash or U.S. Government securities). Under its current fundamental concentration policy, which requires that the Fund invest more than 25% of its total assets in industries in8

Michael Hegarty

Mr. Hegarty has substantial senior executive and board experience at firms within the financial services sector,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.

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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 Fund would not be able to comply with the 99.5% investment requirement. Therefore, the proposed fundamental industry concentration policy that you are asked to approve states:interests of certain persons appears under “Fund Information” below.

The Fund may not purchase any securities of an issuer (other than securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities, tax-exempt obligations issued or guaranteed by a U.S. territory or possession, a state or local government, or a political subdivision of any of the foregoing, or securities issued by investment companies) in a particular industry if as a result 25% or more of its total assets (taken at market value at the time of purchase) would be invested in securities of issuers whose principal business activities are in the same industry.Required Vote

Under the proposed industry concentration policy, the Fund would be prohibited from investing more than 25% of its total assets in securities issued by companies in the same industry, including the financial services industry.

If shareholders approve this proposal, the Fund will make other changes necessary to operate as a government money market fund, including adopting a principal investment strategy to normally invest at least 99.5% of the Fund’s total assets in cash, U.S. Government money market instruments, and/or repurchase agreements collateralized by cash or U.S. Government securities. The Fund also intends to change its name to “MFS U.S. Government Money Market Portfolio.”

If approved by shareholders, the proposed changes are currently expected to take effect in April 2016 so as to permit the orderly transition of the Fund’s portfolio. If shareholders do not approve the concentration policy change, the Board will consider other options, including merging the Fund into another fund, liquidating the Fund or taking other action.

Required Vote.ApprovalFor each Trust, approval of this matter as to any nominee will require the affirmative vote of (i) 67% or moreshares representing a plurality of the outstandingTrust’s voting securities of the Fund presentpower entitled to be cast at the Meeting if the holders of more than 50% of the outstanding voting securities of the Fundthat are present in person or represented by proxy or (ii) more than 50%proxy. Shareholders of the outstanding voting securitiesall Funds of the Fund, whichever is less.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 FundFunds vote to approveelect 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.

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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 proposal.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) 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

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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 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 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 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

Shares of each Fund are sold exclusively to insurance company separate accounts. As of 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 or officer of any Fund beneficially owned 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 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 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 be overseen, by the current Trustee and nominee as of

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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 to the table below:

Shareholder Communications with the Board of Trustees

The Board of Trustees 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 Trust], c/o Massachusetts Financial Services Company, 111 Huntington Avenue, Boston, Massachusetts 02199, Attention: Frank Tarantino, Independent Senior Officer (“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 properly submitted shareholder communication to the Board at its next regularly scheduled meeting or (ii) if the ISO determines that the communication requires more immediate attention, forward the communication to the Chair of the Trustees promptly after receipt. The ISO may, in good faith, determine

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that a shareholder communication should not be provided to the 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 the appropriate party or parties at MFS. These procedures do not apply to (i) any communication from an officer or Trustee of the Trust, (ii) any communication from an employee or agent of the Trust, unless such communication is made solely in such employee’s or agent’s capacity as a shareholder or (iii) any shareholder proposal submitted pursuant to Rule l4a-8 under the Securities Exchange Act of 1934, as amended, or any communication made in connection with such a proposal. Each Trust’s Trustees are not required to attend the Trust’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 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.

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Trustee Compensation Table

The table below shows (i) the cash compensation paid to the Trustees by each Fund for December 31, 2016, its most recently completed fiscal year 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 the Funds for their services as 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 Board during any Fund’s recently completed fiscal year or during the calendar year 2016.

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FUND INFORMATION

This section provides certain information about theeach 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 theany Fund.

Investment Adviser, Principal Underwriter and Administrator

The TrustEach Fund engages as its investment adviser and administrator MFS, a Delaware corporation with offices at 111 Huntington Avenue, Boston, Massachusetts 02199. The Fund’sEach Fund engages as its principal underwriter is MFS Fund Distributors, Inc. (“MFD”), a Delaware corporation with offices at111at 111 Huntington Avenue, Boston, Massachusetts 02199. MFS and its predecessor organizations have a history of money management dating from 1924. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect majority-owned subsidiary of Sun Life Financial Inc. (a diversified financial services company).

Independent Registered Public Accounting Firm

The Independent Registered Public Accounting Firm for each Fund is Deloitte & Touche LLP (“Deloitte”), and the fiscal year end for each Fund is December 31.

The Independent Registered Public Accounting Firm does not have a direct or material indirect interest in any Fund.

The Funds do not expect representatives of Deloitte to be present at the Meetings, but they will have the opportunity to make a statement if they wish, and they will be available 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 Trust 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 Trust (including MFS Service Center, Inc.) (each, a “Service Affiliate”) if the services relate directly to the operations and financial reporting of such 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-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.

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Schedule A attached hereto includes tables that set forth for each Fund, for each Fund’s 2015 and 2014 fiscal years, the fees billed by the Independent Registered Public Accounting Firm for (a) all audit and non-audit services provided directly to the Fund and (b) those non-audit services provided to the Fund’s Service Affiliates that relate directly to the Fund’s operations and financial reporting under the following captions:

Schedule A attached hereto also sets forth the aggregate fees billed by the Independent Registered Public Accounting Firm for each Fund’s 2015 and 2014 fiscal years, for non-audit services rendered to each Fund and to each 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 Fund’s Independent Registered Public Accounting Firm of non-audit services to the Fund’s Service Affiliates that were not pre-approved by the Audit Committee (because such services did not relate directly to the operations and financial reporting of the Fund) was compatible with maintaining the independence of the Independent Registered Public Accounting Firm as the Fund’s principal auditor.

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Executive Officers

The following table provides information as of January 1, 2017 about the current executive officers 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. 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.

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Each Fund’s officers held comparable positions with the 138 funds in the MFS Family of Funds, and with certain affiliates of MFS as of date hereof. The address of each officer is c/o MFS, 111 Huntington Avenue, Boston, Massachusetts 02199

Interests of Certain Persons

Because the Trustees and officers of the Trust are not eligible to purchase shares of the Fund, no Trustee or officer owned shares of the FundSchedule B attached hereto sets forth, as of July 27, 2015, and, except as noted in Schedule A, no person owned of record orNovember 30, 2016, to the best knowledge of each Fund, the Fund,shareholders who beneficially owned more than 5% of the outstanding shares of each class of thesuch Fund.

FURTHER INFORMATION ABOUT VOTING INFORMATIONAND THE MEETING

Record Date, Quorum and MethodManner of Tabulation. Shareholders of record of the Fund at the close of business on July 27, 2015 (the “Record Date”)Voting Proxies

All proxies received by management will be entitled to notice of and to votevoted on all matters presented at the Meeting, and if not limited to the contrary, will be voted FOR the election of 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 the Trust (if still available for election).

All proxies received, including proxies that reflect (i) abstentions or any adjournment(s) or postponement(s) thereof. The holders(ii) the withholding of authority to vote, will be counted as shares that are present on a particular matter for purposes of determining the presence of a quorum for that matter. With respect to the series of MFS Variable Insurance Trust and MFS Variable Insurance Trust II, shares representing a majority of thea Fund’s voting power of the outstanding shares of the Fundentitled to be cast at the close of business on the Record DateMeeting that are present in person or represented by proxy will constitute a quorum forquorum. 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 Fund. Shareholdersvoting.

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Each shareholder of record area Fund is entitled to one vote for each dollar of net asset value (number of shares of the shares (i.e., number of sharesFund owned by such shareholder, times net asset value per share), with fractional amounts voting proportionately. Because the Companies are the sole stockholders of the Fund their presencethat such shareholder owns at the Meetingclose of business on January 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 Fund will reimburse the record holders of its shares for their expenses incurred in person or byproviding proxy will meet the quorum requirement for the Fund.

Contract owners are being askedmaterial to give theirand obtaining voting instructions onfrom contract owners.

Each Fund knows of no other matters to be brought before the proposals discussed in the Proxy Statement. Please follow the directions on your voting instruction card, which accompanies this Proxy Statement. Contract owners are eligible to provide voting instructionsMeeting. If, however, because of any unexpected occurrence, any nominee is not available for use atelection or if any other matters properly come before the Meeting, if, atit is each Fund’s intention that proxies not limited to the Record Date, they owned a contract and some or all of the value of the contract was allocated for investment in the Fund. The Companies, which are the record shareholders of the Fund,contrary will vote the Fund’s shares attributable to a contract owner’s contractbe voted in accordance with the votingjudgment of the persons named in the proxy materials.

Instructions for Voting Proxies

The giving of a proxy will not affect a shareholder’s right to vote in person should the shareholder decide to attend the Meeting. To vote by mail, please mark, sign, date and return the enclosed proxy card following the instructions a contract owner providesprinted on the card. Please refer to your proxy card for instructions on voting instruction card if itby telephone or internet.

Submission of Proposals

Each Fund that is properly executeda series of MFS Variable Insurance Trust and returned in a timely manner. If a voting instruction cardMFS Variable Insurance Trust II is signed and dated, but gives no voting instructions, shares will be voted “for” the proposal described in this Proxy Statement. The Companies will vote the shares attributable to contracts for which they do not receive a voting instruction card and shares the Companies own directly due to their contributions to or accumulations in the separate accounts in the same proportion as the shares for which they receive a voting instruction card. Because the Companies will vote the Fund’s shares attributable to contracts for which they do not receive voting instructions in the same proportion as the shares for which they do receive voting instructions, a small number of contract owners may determine the outcome of the vote.

Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the Trust as the vote tabulators for the Meeting. The vote tabulators will count the total number of votes cast “for” approval of the proposals for purposes of determining whether sufficient affirmative votes have been cast. The vote tabulators will count shares represented by proxies that are marked with an abstention as shares that are present and entitled to vote on the matter for purposes of determining the presencepart of a quorum. Thus, abstentions have the effectMassachusetts business trust and each Fund that is a series of MFS Variable Insurance Trust III is a part of a negative vote on the proposals.

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Revocation of Proxies. Proxies and voting instructions may be revoked at any time before the Meeting by a written revocation received by Computershare, c/o Proxy Tabulator, P.O. Box 9043, Smithtown, New York 11787-9831, by properly executing a later-dated proxy or voting instruction card, or by attending the Meeting and voting in person, or in the case of contract owners, by providing voting instructions to the Companies at the Meeting.

Submission of Proposals. The Trust is a Massachusetts businessDelaware trust, and as such is not required to hold annual meetings of shareholders. However, the Trustees may from time to time schedule special meetings. Any shareholder who wishes to submit a proposal to be considered by the Trust or the Fund at the next meeting of shareholders should send the proposal to the MFS Variable Insurance Trust II (or MFS Money Market Portfolio, c/o Mark N. Polebaum, Secretary, at at111 Huntington Avenue, Boston, Massachusetts 02199) so as to be received within a reasonable time before the Board of Trustees makes the solicitation relating to such meeting. The submission by a shareholder of a proposalShareholder proposals for inclusion in a Fund’s proxy statement for any subsequent meeting must be received by the proxy materials does not guaranteeapplicable Fund a reasonable period of time prior to any such meeting.

Additional Information

Because all shareholders of Funds that itare 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 Fund is called to be held at the same time as the Meeting of shareholders of each of the other Funds. It is anticipated that all Meetings will be included. Shareholder proposals are subjectheld 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 certain requirements under federal securities laws.

Other Business.MFS knows of no businessa proposal other than the matters specified above that will be presentedelection of Trustees (if any), if any shareholder at the Meeting. Because matters not known atMeeting objects to the timeholding of the solicitation may come before the Meeting, the proxy as solicited confers discretionary authority with respect to such matters as may properly come before the Meeting, including anysimultaneous Meetings and moves for an adjournment or adjournments thereof, and it is the intention of the persons named as attorneys-in-fact in the proxy to vote this proxy in accordance with their judgment on such matters.

Adjournment. If the necessary quorum to transact business or sufficient votes in favor of the proposal are not received by the time scheduled for the Meeting, the persons named as proxies may propose adjournments of thethat Meeting to permit further solicitation of votes or voting instructions. Any adjournment will requirea time promptly after the affirmative vote of a majority ofsimultaneous Meetings, the votes cast on the question in person or by proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote in favor of such adjournment those proxies that they are entitled to vote in favor of the proposal. They will vote against any such adjournment those proxies required to be voted against the proposal. They will not vote with respect to any adjournment anysuch other proposals.

The expense of the preparation of this Proxy Statement and related materials, including printing and delivery costs, the solicitation of proxies, that direct themand the tabulation costs, will be borne on a proportional basis by the Funds.

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Only one copy of this Proxy Statement may be mailed to abstain from voting on the proposal. The Fund pays the costsyou if you hold multiple accounts within a Series. If you need additional copies of any additional solicitation and of any adjourned session.this Proxy Statement, please contact D. F. King & Co., Inc., an AST One Company at (888)887-0082 or visit www.proxyonline.com/docs/MFS2017.pdf.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY

[AugustJanuary 30, 2017

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Exhibit 1

MFS Funds Board

Nomination and Compensation Committee Charter (Adopted as of July 20, 2004)

Revised December 14, 2010 (Appendix B)

The Board of Trustees (the “Board”) of each of the Trusts listed in Appendix A hereto, as the same may be periodically updated (each a “Trust” and, collectively, the “Trusts”), 2015]has adopted this Charter to govern the activities of the Nomination and Compensation Committee (the “Committee”) of the particular Board on behalf of each series of a Trust and each Trust which is itself a single series (each such series a “Fund” and, collectively, the “Funds”). This Charter applies separately to each Trust and its particular Board and Committee, and shall be interpreted accordingly.

Statement of Purposes and Responsibilities

The Committee is responsible for (i) determining requisite standards or qualifications for nominees to serve as trustees on the Board, (ii) identifying possible candidates to become members of the Board in the event that a trustee position is vacated or created and/or in contemplation of a shareholders’ meeting at which one or more trustees is to be elected, and considering and evaluating such candidates and recommending trustee nominees for the Board’s approval.

In addition, the Committee is responsible for recommending for approval by the Board the structure and levels of compensation and other related benefits to be paid or provided by the Funds to Board members (“Independent Trustees”) who are not “interested persons” of the Trust, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”).

Organization and Governance

The Committee shall be comprised of all of the Independent Trustees on the Board, and shall not include any members who are not Independent Trustees.

One or more members of the Committee may be designated by the Board as the Committee’s chair or co-chair, as the case may be. The Committee may delegate any portion of its authority or responsibilities to a sub-committee of one or more members.

The Committee will not have regularly scheduled meetings. Committee meetings shall be held as and when the Committee or the Board determines necessary or appropriate in accordance with the Trust’s By-Laws. The Chair of the Trustees, the chair or vice-chair of the Committee or a majority of the members of the Committee are authorized to call a meeting of the Committee and send notice thereof or direct that such notice be sent.

A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The action of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the action of the Committee. The Committee may also take action by written consent of a majority of the Committee members. The Committee may meet by means of a telephone conference circuit or similar communications equipment by means of which all persons participating in the meeting can hear each other.

529

Committee Duties and Responsibilities

The duties and responsibilities of the Committee include:

Nomination

Compensation

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General

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Appendix A to Exhibit 1

Trusts Covered by the Charter

(As of January 1, 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 Markets Income Trust

MFS High Income Municipal Trust

MFS High Yield Municipal Trust

MFS InterMarket Income Trust I

MFS Intermediate High Income Fund

MFS Intermediate Income Trust

MFS Investment Grade Municipal Trust

MFS Multimarket Income Trust

MFS Municipal Income Trust

MFS Special Value Trust

MFS Variable Insurance Trust

MFS Variable Insurance Trust II

MFS Variable Insurance Trust III

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Appendix B to Exhibit 1

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’s consideration:

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.

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Schedule A

Independent Registered Public Accounting Firm Fees

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 rendered to each Series are shown below.