SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER
THAN THE REGISTRANT [ ]
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CHECK THE APPROPRIATE BOX:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
MFS/Sun Life Series Trust
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
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SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
122 East 42nd Street, Suite 1900
New York, New York 10017
Tel. (800) 447-7569 Fax (781) 304-5313
June 16, 2006
Dear Contract Holder:
A Special Meeting of Shareholders ("Shareholders' Meeting") of Technology
Series (the "Series") of MFS(R)/Sun Life Series Trust ("Trust") will be held at
the offices of the Trust, 500 Boylston Street, 24th Floor, Boston,
Massachusetts, on August 15, 2006 at 10:30 a.m. Eastern time.
All or part of the variable portion of your annuity contract is invested in
shares of the Series. Although you are not a shareholder of any Series, you
have the right to instruct Sun Life Assurance Company of Canada (U.S.) ("Sun
Life (US)"), issuer of the contract, as to the manner in which the number of
shares of the Series attributable to your contract should be voted. Shares for
which no timely voting instructions are received will be voted by Sun Life (US)
in the same proportion as the shares for which instructions are received.
You are being asked to give voting instructions on a proposal to approve a
change to the Series' sub-classification under the Investment Company Act of
1940 from a "diversified company" to a "non-diversified company", and to
approve an amendment to the Series' fundamental investment policy concerning
concentration.
We have enclosed a copy of the Notice of Special Meeting of Shareholders
and Proxy Statement dated June 16, 2006 and a card entitled "Voting
Instructions." This card should be used to register your vote on the proposals
to be acted upon at the Shareholders' Meeting.
YOUR VOTE ON THESE MATTERS IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY
VOTING, SIGNING AND RETURNING THE ENCLOSED VOTING INSTRUCTION SO THAT IT IS
RECEIVED PRIOR TO THE DATE OF THE MEETING OR RECORDING YOUR VOTING INSTRUCTION
BY TELEPHONE OR VIA INTERNET BY 10:29 A.M., EASTERN TIME, ON THE DATE OF THE
SPECIAL MEETING. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS
PROVIDED FOR YOUR CONVENIENCE.
Sincerely,
Robert C. Salipante
President
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
122 East 42nd Street, Suite 1900
New York, New York 10017
Tel. (800) 447-7569 Fax (781) 304-5313
June 16, 2006
Dear Contract Holder:
A Special Meeting of Shareholders ("Shareholders' Meeting") of Technology
Series (the "Series") of MFS(R)/Sun Life Series Trust ("Trust") will be held at
the offices of the Trust, 500 Boylston Street, 24th Floor, Boston,
Massachusetts, on August 15, 2006 at 10:30 a.m. Eastern time.
All or part of the variable portion of your annuity contract is invested in
shares of the Series. Although you are not a shareholder of any Series, you
have the right to instruct Sun Life Insurance and Annuity Company of New York
("Sun Life (NY)"), issuer of the contract, as to the manner in which the number
of shares of the Series attributable to your contract should be voted. Shares
for which no timely voting instructions are received will be voted by Sun Life
(NY) in the same proportion as the shares for which instructions are received.
You are being asked to give voting instructions on a proposal to approve a
change to the Series' sub-classification under the Investment Company Act of
1940 from a "diversified company" to a "non-diversified company", and to
approve an amendment to the Series' fundamental investment policy concerning
concentration.
We have enclosed a copy of the Notice of Special Meeting of Shareholders
and Proxy Statement dated June 16, 2006 and a card entitled "Voting
Instructions." This card should be used to register your vote on the proposals
to be acted upon at the Shareholders' Meeting.
YOUR VOTE ON THESE MATTERS IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY
VOTING, SIGNING AND RETURNING THE ENCLOSED VOTING INSTRUCTION SO THAT IT IS
RECEIVED PRIOR TO THE DATE OF THE MEETING OR RECORDING YOUR VOTING INSTRUCTION
BY TELEPHONE OR VIA INTERNET BY 10:29 A.M., EASTERN TIME, ON THE DATE OF THE
SPECIAL MEETING. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS
PROVIDED FOR YOUR CONVENIENCE.
Sincerely,
Robert C. Salipante
President
TECHNOLOGY SERIES
500 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 15, 2006
A Special Meeting of Shareholders of the Technology Series (the "Fund"), a
series of MFS/Sun Life Series Trust (the "Trust"), will be held at 500 Boylston
Street, Boston, Massachusetts 02116, at 10:30 a.m., Eastern time, on Tuesday,
August 15, 2006, for the following purposes:
ITEM 1. To approve a change to the Fund's sub-classification under the
Investment Company Act of 1940 from a diversified company to a
non-diversified company.
ITEM 2. To approve an amendment to the Fund's fundamental investment
policy concerning concentration.
ITEM 3. To transact such other business as may properly come before the
Meeting and any adjournments thereof.
THE TRUSTEES OF THE TRUST RECOMMEND
THAT YOU VOTE IN FAVOR OF ALL ITEMS.
Only the Fund's shareholders of record on June 5, 2006 will be entitled to vote
at the Fund's Meeting of Shareholders.
By order of the Board of Trustees
Susan S. Newton
Assistant Secretary and Assistant Clerk
June 16, 2006
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED PROXY OR RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE
OR VIA THE INTERNET. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS
PROVIDED FOR YOUR CONVENIENCE.
TECHNOLOGY SERIES
Proxy Statement
June 16, 2006
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Trustees (the "Board") of MFS/Sun Life
Series Trust (the "Trust") to be used at the Meeting of Shareholders (the
"Meeting") of the Technology Series (the "Fund"), a series of the Trust, to be
held at 10:30 a.m., Eastern time, on August 15, 2006 at 500 Boylston Street,
Boston, Massachusetts 02116, for the purposes set forth in the accompanying
Notice of a Special Meeting of Shareholders (the "Notice"). If the enclosed
form of proxy is executed and returned, it nevertheless may be revoked prior to
its exercise by a signed writing filed with the proxy tabulation agent,
ADP/Management Information Services Corporation ("ADP"), 60 Research Road,
Hingham, Massachusetts 02043, or delivered at the Meeting.
On June 5, 2006, the number of outstanding shares of each Class of the Fund
and the number of votes that each Class was entitled to vote were as follows:
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INITIAL SERVICE
TECHNOLOGY SERIES CLASS CLASS
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Shares outstanding 3,839,985.907 695,650.208
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Total Number of Votes that
the Class is entitled to
vote (Net Asset Value X
Number of Shares
Outstanding) 17,356,736.30 3,095,643.43
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Shareholders of record at the close of business on June 5, 2006 will be
entitled to one vote for each dollar of net asset value held on that date. Each
fractional dollar amount is entitled to a porportionate fractional vote.
Shareholders have the opportunity to submit their voting instructions via
the Internet by using a program provided by a third-party vendor retained by
the Fund, by automated telephone service or by mail using the enclosed proxy
card. Internet and telephone voting is available until 10:29 a.m., Eastern
time, on August 15, 2006.
The mailing address of the Trust and of the Fund is 500 Boylston Street,
Boston, Massachusetts 02116. Solicitation of proxies is being made by the
mailing of the Notice and this Proxy Statement with the accompanying proxy card
or voting instructions on or about June 16, 2006. In addition to soliciting
proxies and voting instructions by mail, the Trustees of the Trust and
employees of Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance
and Annuity Company of New York, and their affiliates, the Fund's investment
adviser and administrator, may solicit proxies in person or by telephone. The
expenses of the preparation of the proxy statement and related materials,
including printing and delivery costs, are borne by the Fund.
As of June 5, 2006, all shares of the Fund were owned of record by Sun Life
Assurance Company of Canada (U.S.) ("Sun Life") and Sun Life Insurance and
Annuity Company of New York ("Sun Life (N.Y.)") (each, a "Company" and
collectively, the "Companies") and held in the Companies' respective separate
accounts ("Separate Accounts") established to fund benefits under variable
annuity and variable life insurance contracts (each, a "Contract") issued by
the respective Companies. Each Company is required to solicit instructions from
owners and participants and payees under the Contracts ("Contract Holders")
with respect to shares held by the Separate Accounts as to how it should vote
on the proposal to be considered at the Special Meeting of Shareholders of the
Fund, referred to in the preceding Notice, and at any adjournments.
All proxies solicited by the Board of Trustees that are properly executed
and received by the Secretary prior to the Meeting, and not revoked, will be
voted at the Meeting. Shares represented by such proxies will be voted in
accordance with the instructions thereon. Shares in the investment division of
a Separate Account for which a Company receives no timely voting instructions
from Contract Holders, or which are attributable to amounts retained by the
Company as surplus or seed money, will be voted by the Company either for or
against the proposal, or as an abstention, in the same proportion as the shares
for which Contract Holders have provided voting instructions to the Company. In
the event a limited number of Contract Holders provide voting instructions to
the Companies, the voting instructions of such limited number of Contract
Holders may determine the outcome of the vote. Your voting instructions on
these matters is therefore important.
Contract Holders have the opportunity to submit their voting instructions
via the Internet, by automated telephone services or by mail using the enclosed
voting instruction card. Internet and telephone voting is available until 10:29
a.m., Eastern time, on August 15, 2006. If submitting voting instructions by
mail, please vote, sign and return the enclosed voting instruction card so that
it is received prior to the date of the meeting.
A copy of the Fund's most recent annual report and semi-annual report may
be obtained without charge by contacting Sun Life Assurance Company of Canada
(U.S.) at P.O. Box 9133, Wellesley Hills, Massachusetts 02481, or by
telephoning toll-free (800) 752-7215.
ITEM 1 -- PROPOSAL TO CHANGE THE FUND'S SUBCLASSIFICATION
The Board has approved, and recommends that shareholders of the Fund
approve, changing the Fund from a "diversified company" to a "non-diversified
company." As a "diversified company" under Section 5(b) of the Investment
Company Act of 1940 Act, as amended (the "1940 Act"), the Fund must have at
least 75% of the value of its total assets in cash and cash items (including
receivables), government securities, securities of other investment companies,
and other securities (the "75% basket"). For purposes of the 75% basket, the
Fund may not count securities of a single issuer that account for more than 5%
of the Fund's total assets or that constitute more than 10% of such issuer's
outstanding voting securities as "other securities." As to the remaining 25% of
the Fund's total assets, there is no limitation on the amount of assets the
Fund may invest in a single issuer.
For example, currently, if the Fund seeks to make an investment that will
cause its ownership of an issuer to constitute 6% of the Fund's total assets,
because the Fund is a "diversified company" that position would be excluded
from the 75% basket. In addition, if the Fund's acquisition of an issuer's
shares causes the Fund to hold more than 10% of an issuer's outstanding voting
securities, that position would likewise be excluded from the 75% basket. This
restriction is designed to prevent funds that hold themselves out as
diversified from being tied too closely to the success of one or a few issuers.
In addition, the restriction is designed to prevent such funds from controlling
portfolio companies.
Conversely, the 1940 Act places no limits on a "non-diversified company" in
this regard.
The Fund's sub-classification as a "diversified company" cannot be changed
without shareholder approval. If shareholders approve the Proposal, the Fund
will no longer be required to comply with the diversification standards
outlined above. As a result, the Fund will be permitted to invest a relatively
large percentage of its assets in a single issuer or a small number of issuers.
The Fund's investment adviser, Massachusetts Financial Services Company ("MFS")
has advised the Board that changing the Fund's sub- classification to
"non-diversified" would allow the Fund's portfolio manager greater flexibility
in pursuing the Fund's investment objective. MFS believes that there are a
number of technology companies that present opportunities for growth. If the
Fund is "non-diversified," the portfolio manager will have the flexibility to
make larger investments in technology companies he considers attractive. While
investing a larger portion of the Fund's assets in the stocks of fewer
technology companies may prove beneficial when such stocks outperform the
market, larger investments in the stocks of fewer technology companies will
also magnify any negative or under-performance by such stocks. In general,
because the fund's performance may become more closely tied to the value of a
single issuer or a small number of issuers, it may become more volatile than
the performance of more diversified funds. However, MFS believes these
additional risks are outweighed by the potential for improved performance.
Approval of this proposal will not affect the Fund's ability or requirement
to comply with the diversification and other requirements of the Internal
Revenue Code of 1986, as amended (the "Code"), applicable to regulated
investment companies so that the Fund will not be subject to U.S. federal
income taxes on its net investment income. In this regard, the applicable
diversification requirements imposed by the Code provide that the Fund must
diversify its holdings so that at the end of each quarter of the Fund's taxable
year (i) at least 50% of the market value of the Fund's total assets is
represented by cash and cash items, U.S. government securities, the securities
of other regulated investment companies and other securities, with such other
securities of any one issuer limited for purposes of this calculation to an
amount not greater than 5% of the value of the Fund's total assets and not more
than 10% of the outstanding voting securities of such issuer, and (ii) not more
than 25% of the value of the Fund's total assets is invested in (x) the
securities of any one issuer or of two or more issuers which the Fund controls
and which are engaged in the same, similar, or related trades or businesses
(other than U.S. government securities or the securities of other regulated
investment companies) or (y) in the securities of one or more publicly traded
partnerships.
REQUIRED VOTE
Approval of this matter will require the vote of (i) 67% or more of the
outstanding voting securities of the Fund present at the Meeting, if the
holders of more than 50% of the outstanding voting securities of the Fund are
present or represented by proxy or (ii) more than 50% of the outstanding voting
securities of the Fund, whichever is less.
THE TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF
THE FUND VOTE TO APPROVE THIS PROPOSAL.
ITEM 2 -- PROPOSAL TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY
CONCERNING CONCENTRATION
The Board has approved, and recommends that shareholders of the Fund
approve, an amendment to the Fund's concentration policy. Under the 1940 Act, a
fund must recite any policy to concentrate its investments in securities of
issuers in a particular industry or group of industries in the fund's
prospectus. Any change to this policy requires shareholder approval. While the
1940 Act does not define what constitutes "concentration" in an industry, the
staff of the Securities and Exchange Commission takes the position that
investment of more than 25% of a fund's assets in any one industry or group of
industries constitutes concentration. If a fund concentrates in a particular
industry or group of industries, it must have more than 25% of its assets
invested in that industry or group of industries. The Fund currently has a
fundamental investment policy not to concentrate its investments in a
particular industry.
Under normal market conditions, the Fund invests at least 80% of its net
assets in common stocks and related securities such as preferred stock,
convertible securities and depositary receipts, of companies that MFS believes
have above average growth potential and will benefit from technological
advances and improvements (the Fund's "name policy"). These companies are in
such fields as computer software and hardware, semiconductors, minicomputers,
peripheral equipment, scientific instruments, telecommunications,
pharmaceuticals, environmental services, chemicals, synthetic materials,
defense and commercial electronics, data storage and retrieval, biotechnology,
and health care and medical supplies.
The Fund's current fundamental investment policy with respect to industry
concentration states:
"The Fund may not purchase any securities of an issuer in a particular
industry if as a result 25% or more of its total assets (taken at
market value at the time of purchase) would be invested in securities
of issuers whose principal business activities are in the same
industry."
The proposed fundamental investment policy with respect to industry
concentration that you are asked to approve states:
"The Fund may not purchase any securities of an issuer in a particular
industry if as a result 25% or more of its total assets (taken at
market value at the time of purchase) would be invested in securities
of issuers whose principal business activities are in the same
industry, provided however, that the Fund will invest at least 25% of
its total assets in the securities of issuers principally engaged in
offering, using, or developing products, processes, or services that
will provide or will benefit significantly from technological advances
and improvements."
For purposes of this policy, MFS considers an issuer to be principally
engaged in offering, using, or developing products, processes, or services that
will provide or will benefit significantly from technological advances and
improvements if (i) at least 50% of any issuer's assets, income, sales, or
profits are committed to, or derived from, such activities, or (ii) a third
party has given the issuer an industry or sector classification consistent with
such activities.
The change in concentration policy is intended to provide the portfolio
manager of your Fund with additional flexibility in selecting investments in
companies, fields and industries that MFS considers to be principally engaged
in offering, using or developing products, processes or services that will
provide or benefit significantly from technological advances and improvements
("technology companies"). MFS believes that there are a number of companies
engaged in these activities that present opportunities for growth. If the Fund
is permitted to concentrate its assets technology companies within a particular
industry, MFS believes that the portfolio manager may be able to take advantage
of investment opportunities that would otherwise be prohibited.
As noted above, under normal circumstances, the Fund already invests at
least 80% of its net assets in common stocks and related securities that MFS
believes will benefit from technological advances and improvements. Thus, the
Fund's performance currently is, and will continue to be, tied to the
performance of issuers in a limited number of industries, which may react
similarly to market, economic, political or regulatory conditions and
developments. If shareholders approve the Proposal, the Fund will be permitted
to invest a relatively large percentage of its assets in technology companies
within a single industry (e.g., electronics). While investing a larger portion
of the Fund's assets in the stocks of technology companies in a single industry
may prove beneficial when stocks in that industry outperform the market, larger
investments in stocks in a single industry will also magnify any negative or
under-performance by such stocks. As a result, the fund's performance could be
more volatile than the performance of more broadly diversified funds. However,
MFS believes these additional risks are outweighed by the potential for improve
performance. The price of technology stocks can also be very volatile,
especially over the short-term, due to the rapid pace of product change and
technological developments. Issuers doing business in the technology area are
subject to significant competitive pressures, such as new market entrants,
short product cycles, competition for market share and falling prices and
profits. Issuers doing business in the technology area also face the risk that
new services, equipment or technologies will not be commercially successful or
will rapidly become obsolete.
Please note that if the proposed changes to the fundamental investment
policy are approved by shareholders, the Trustees have approved corresponding
changes to the Fund's name policy, which is set forth above, so that the Fund's
name policy and the Fund's policy regarding concentration are complementary.
The Fund's new name policy, which will take effect only if the Fund's
shareholders approve the proposed fundamental investment policy, will be:
Under normal market conditions, the Fund invests at least 80% of its net
assets in securities of issuers principally engaged in offering, using, or
developing products, processes, or services that will provide or will benefit
significantly from technological advances and improvements.
The Fund's investment objective and other fundamental investment policies
will not be affected by the proposed changes.
REQUIRED VOTE
Approval of this matter will require the vote of (i) 67% or more of the
outstanding voting securities of the Fund present at the Meeting, if the
holders of more than 50% of the outstanding voting securities of the Fund are
present or represented by proxy or (ii) more than 50% of the outstanding voting
securities of the Fund, whichever is less.
THE TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF
THE FUND VOTE TO APPROVE THIS PROPOSAL.
FUND INFORMATION
This section provides certain information about the Fund, including
information about its investment adviser, principal underwriter and
administrator and the identity of persons holding more than 5% of the
outstanding shares of any class of the Fund.
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND ADMINISTRATOR
The Fund's investment adviser and administrator is MFS, a Delaware
corporation with offices at 500 Boylston Street, Boston, Massachusetts 02116.
The Fund's principal underwriter is MFS Fund Distributors, Inc. ("MFD"), a
Delaware corporation with offices at 500 Boylston Street, Boston, Massachusetts
02116. MFS is a majority-owned subsidiary of Sun Life of Canada (U.S.)
Financial Services Holdings, Inc., which in turn is a majority-owned subsidiary
of Sun Life Financial (U.S.) Holdings, Inc., 500 Boylston Street, Boston,
Massachusetts 02116, which in turn is a wholly-owned subsidiary of Sun Life
Assurance Company of Canada-U.S. Operations Holdings, Inc., One Sun Life
Executive Park, Wellesley Hills, Massachusetts 02481 ("Sun Life U.S.
Operations"). Sun Life U.S. Operations is a wholly-owned subsidiary of Sun Life
Financial Corp., 150 King Street West, Toronto, Canada MSH 1J9, which in turn
is a wholly-owned subsidiary of Sun Life Financial Inc.
INTERESTS OF CERTAIN PERSONS
Schedule A attached hereto sets forth, as of June 5, 2006, to the best
knowledge of the Fund, the shareholders who beneficially owned more than 5% of
the outstanding shares of each class of the Fund.
FURTHER INFORMATION ABOUT VOTING AND THE MEETING
MANNER OF VOTING PROXIES
All proxies received by management will be voted on all matters presented
at the Meeting, and if not limited to the contrary, will be voted FOR the
proposal to change the Fund's subclassification and FOR the proposal to change
the Fund's concentration policy.
All proxies received, including proxies that reflect (i) abstentions or
(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. A majority of the Fund's outstanding shares entitled to
be cast at the Meeting that are present in person or represented by proxy
constitutes a quorum. With respect to each proposal, abstentions and
withholding authority to vote will have the effect of a vote AGAINST the
applicable proposal.
The Fund will reimburse the record holders of its shares for their expenses
incurred in sending proxy material to and obtaining voting instructions from
beneficial owners.
The Fund knows of no other matters to be brought before the Meeting. If,
however, because of any unexpected occurrence, any matters properly come before
the Meeting, it is the Fund's intention that proxies not limited to the
contrary will be voted in accordance with the judgment of the persons named in
the enclosed form of proxy.
SOLICITATION OF PROXIES
The procedures for voting proxies solicited by telephone or submitted by
the Internet or by automated telephone service are designed to authenticate
shareholders' identities, to allow them to authorize the voting of their shares
in accordance with their instructions and to confirm that their instructions
have been properly recorded. If these procedures were subject to a successful
legal challenge, such votes would not be counted at the meeting of shareholders
and shares that such votes represent will be voted in the same proportion as
shares for which instructions are received. The Fund is unaware of any such
challenge at this time.
If shareholders' proxies are solicited by telephone, shareholders will be
called at the phone number that the Fund (or a shareholder's financial
intermediary) has in its records for their accounts, and will be asked for
their Social Security number or other identifying information. The shareholders
will then be given an opportunity to authorize proxies to vote their shares at
the meeting of shareholders in accordance with their instructions. To ensure
that the shareholders' instructions have been recorded correctly, they will
also receive a confirmation of their instructions in the mail. A special
toll-free number will be available in case the information contained in the
confirmation is incorrect.
INSTRUCTIONS FOR VOTING PROXIES
The giving of a proxy will not affect a shareholder's right to vote in
person should the shareholder decide to attend the Meeting. To vote by mail,
please mark, sign, date and return the enclosed proxy card following the
instructions printed on the card. To use the Internet, please access the
Internet address listed on your proxy card and follow the instructions on the
website. To record your voting instructions via automated telephone service,
please call the toll-free number listed on the enclosed proxy card.
Shareholders voting via the Internet should understand that there may be costs
associated with electronic access, such as usage charges from Internet access
providers and telephone companies, that must be borne by the shareholders.
SUBMISSION OF PROPOSALS
The Fund is part of a Massachusetts business trust, and as such is not
required to hold annual meetings of shareholders. However, the Trustees may
from time to time schedule special meetings. Shareholder proposals for
inclusion in a Fund's proxy statement for any subsequent meeting must be
received by the applicable Fund a reasonable period of time prior to any such
meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
June 16, 2006
SCHEDULE A
INTERESTS OF CERTAIN PERSONS
As of June 5, 2006, to the best knowledge of the Fund, the following
shareholders beneficially owned more than 5% of the outstanding shares of any
class of the Fund.
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NUMBER OF PERCENT OF
OUTSTANDING SHARES OUTSTANDING SHARES
BENEFICIALLY OF VOTED CLASS
CLASS OF SHARES NAME AND ADDRESS OF SHAREHOLDER OWNED OWNED
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Initial Class Sun Life Financial - US 3,839,058.907 100.00%
VA operating Fd Group 50
One Sun Life Executive Park
Wellesley Hills, MA 02481
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Service Class Sun Life Financial - US 695,650.208 100.00%
VA operating Fd Group 50
One Sun Life Executive Park
Wellesley Hills, MA 02481
SUN-SCT-PRX-6/06
3M
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
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THREE EASY WAYS TO VOTE YOUR PROXY
Read the Proxy Statement and have the Proxy card at hand.
TELEPHONE: Call 1-888-221-0697 and follow the simple instructions.
INTERNET: Go to www.proxyweb.com and follow the on-line directions.
MAIL: Vote, sign, date and return your proxy by mail.
IF YOU VOTE BY TELEPHONE OR INTERNET, DO NOT MAIL YOUR PROXY.
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999 999 999 999 99 <<
INSTRUCTIONS SOLICITED ON BEHALF OF THE INSURANCE COMPANY
MFS / Sun Life Series Trust
Technology Series
VOTING INSTRUCTIONS
TECHNOLOGY SERIES -- MFS/SUN LIFE SERIES TRUST
INSURANCE COMPANY INFORMATION PRINTS HERE
PROXY FOR THE MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 15, 2006
The undersigned hereby appoints Mses. Susan S. Newton, Tracy A. Atkinson, Susan
A. Pereira and Messrs. Mark N. Polebaum and Timothy M. Fagan and each of them
separately, proxies, with power of substitution, and hereby authorizes each of
them to represent, and to vote, as designated on the reverse side, at the
Meeting of Shareholders of the above-referenced Fund, on Tuesday, August 15,
2006 at 10:30 a.m., Boston time, and at any adjournments thereof, all of the
shares of the Fund that the undersigned would be entitled to vote if personally
present. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL PROPOSALS. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO
VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE
TRUSTEES RECOMMEND A VOTE FOR THE PROPOSALS ON THE REVERSE SIDE.
Date ________________________
THIS PROXY CARD IS VALID ONLY
WHEN SIGNED AND DATED
----------------------------------------
----------------------------------------
Signature (PLEASE SIGN WITHIN BOX)
NOTE: Please sign exactly as your name
appears on this card. All joint owners
should sign. When signing as executor,
administrator, attorney, trustee or
guardian or as custodian for a minor,
please give full title as such. If a
corporation, please sign in full
corporate name and indicate the
signer's office. If a partnership, sign
in the partnership name.
VIC - MFS Sun Tech - fg
Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]
PLEASE DO NOT USE FINE POINT PENS.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE FOR ALL ITEMS.
FOR AGAINST ABSTAIN
ITEM 1. To approve a change to the Fund's [ ] [ ] [ ]
sub-classification under the Investment
Company Act of 1940 from a diversified
company to a non-diversified company.
ITEM 2. To approve an amendment to the Fund's [ ] [ ] [ ]
fundamental investment policy concerning
concentration.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
VIC - MFS Sun Tech - fg
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
- -------------------------------------------------------------------------------
THREE EASY WAYS TO VOTE YOUR PROXY
Read the Proxy Statement and have the Proxy card at hand.
TELEPHONE: Call 1-888-221-0697 and follow the simple instructions.
INTERNET: Go to www.proxyweb.com and follow the on-line directions.
MAIL: Vote, sign, date and return your proxy by mail.
IF YOU VOTE BY TELEPHONE OR INTERNET, DO NOT MAIL YOUR PROXY.
- -------------------------------------------------------------------------------
999 999 999 999 99 <<
THIS PROXY IS SOLICITED ON BEHALF OF
BOARD OF TRUSTEES OF MFS/SUN LIFE SERIES TRUST
TECHNOLOGY SERIES -- MFS/SUN LIFE SERIES TRUST
PROXY FOR THE MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 15, 2006
The undersigned hereby appoints Mses. Susan S. Newton, Tracy A. Atkinson, Susan
A. Pereira and Messrs. Mark N. Polebaum and Timothy M. Fagan and each of them
separately, proxies, with power of substitution, and hereby authorizes each of
them to represent, and to vote, as designated on the reverse side, at the
Meeting of Shareholders of the above-referenced Fund, on Tuesday, August 15,
2006 at 10:30 a.m., Boston time, and at any adjournments thereof, all of the
shares of the Fund that the undersigned would be entitled to vote if personally
present. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL PROPOSALS. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO
VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE
TRUSTEES RECOMMEND A VOTE FOR THE PROPOSALS ON THE REVERSE SIDE.
Date ________________________
THIS PROXY CARD IS VALID ONLY
WHEN SIGNED AND DATED
----------------------------------------
----------------------------------------
Signature (PLEASE SIGN WITHIN BOX)
NOTE: Please sign exactly as your name
appears on this card. All joint owners
should sign. When signing as executor,
administrator, attorney, trustee or
guardian or as custodian for a minor,
please give full title as such. If a
corporation, please sign in full
corporate name and indicate the
signer's office. If a partnership, sign
in the partnership name.
MFS Sun Tech - fg
Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]
PLEASE DO NOT USE FINE POINT PENS.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE FOR ALL ITEMS.
FOR AGAINST ABSTAIN
ITEM 1. To approve a change to the Fund's [ ] [ ] [ ]
sub-classification under the Investment
Company Act of 1940 from a diversified
company to a non-diversified company.
ITEM 2. To approve an amendment to the Fund's [ ] [ ] [ ]
fundamental investment policy concerning
concentration.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
MFS Sun Tech - fg