<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MFS/SUN LIFE SERIES TRUST
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / 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:
N/A
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
N/A
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
N/A
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
------------------------------------------------------------------------
(5) Total fee paid:
N/A
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing:
(1) Amount Previously Paid:
N/A
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
N/A
------------------------------------------------------------------------
(3) Filing Party:
N/A
------------------------------------------------------------------------
(4) Date Filed:
N/A
------------------------------------------------------------------------
<PAGE>
MFS/SUN LIFE SERIES TRUST
WORLD GROWTH SERIES
500 Boylston Street, Boston, Massachusetts 02116
------------------------------------
Notice of Meeting of Shareholders
To be held April 29, 1996
A Meeting of Shareholders of the World Growth Series of MFS/Sun Life Series
Trust (the "Fund") will be held at the offices of Sun Life Assurance Company of
Canada, One Sun Life Executive Park, Wellesley Hills, Massachusetts, on Monday,
April 29, 1996 at 9:30 a.m. for the following purposes:
ITEM 1. To approve two new Sub-Investment Advisory Agreements, one between
Massachusetts Financial Services Company ("MFS") and Foreign & Colonial
Management Limited ("FCM"), and the other between FCM and its
subsidiary, Foreign & Colonial Emerging Markets Limited ("FCEM"),
containing substantially the same terms and conditions as the current
Sub-Investment Advisory Agreement between MFS and Batterymarch
Financial Management, Inc. ("Batterymarch"), to become effective on or
about May 1, 1996.
ITEM 2. To transact such other business as may come before the Meeting of
Shareholders and any adjournments thereof.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE IN FAVOR OF ITEM 1.
Only shareholders of record on March 25, 1996 will be entitled to vote at
the Meeting of Shareholders and at any adjournments thereof.
BONNIE S. ANGUS, Secretary and Clerk
Wellesley Hills, Massachusetts
April 3, 1996
<PAGE>
PROXY STATEMENT FOR MEETING TO BE HELD ON APRIL 29, 1996
This proxy statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Trustees of MFS/Sun Life Series Trust
(the "Trust") to be used at a Meeting of Shareholders (the "Meeting") of the
World Growth Series ("WGS") to be held in the offices of Sun Life Assurance
Company of Canada, One Sun Life Executive Park, Wellesley Hills, Massachusetts
02181 on April 29, 1996 at 9:30 a.m., and at any adjournment thereof, for the
purposes set forth in the accompanying Notice of Meeting. If the enclosed form
of proxy is executed and returned, it may nevertheless be revoked prior to its
exercise by a signed writing filed with the Secretary of the Trust or delivered
at the Meeting. Shareholders of record at the close of business on March 25,
1996 will be entitled to one vote for each share held. As of March 25, 1996
there were [to come] shares of beneficial interest of WGS outstanding, all of
which were owned of record by Sun Life Assurance Company of Canada (U.S.) ("Sun
Life (U.S.)") and Sun Life Insurance and Annuity Company of New York ("Sun Life
(N.Y.)") and held in Sun Life of Canada (U.S.) Variable Account F and Sun Life
(N.Y.) Variable Account C (the "Variable Accounts"), separate accounts
established to fund benefits under variable contracts issued by Sun Life (U.S.)
and Sun Life (N.Y.), respectively. Sun Life (U.S.) and Sun Life (N.Y.) will
solicit voting instructions with respect to shares held by the Variable Accounts
from owners of and participants and payees under variable contracts
participating in the investment experience of the Variable Accounts. All shares
of WGS held by each Variable Account will be voted. Shares for which no timely
voting instructions are received will be voted in the same proportion as shares
for which instructions are received from persons having such right.
The mailing address of the Trust is 500 Boylston Street, Boston, Massachusetts
02116. Solicitation of proxies is being made by the mailing of this Notice and
proxy statement with its enclosures on or about April 3, 1996. All of the
expenses of the solicitation will be borne by the Trust.
The Trust has mailed to its Shareholders copies of its Annual Report for the
fiscal year ended December 31, 1995 containing financial statements reflecting
the financial position and operations of the Trust for such fiscal year. A copy
of the Annual Report may be obtained without charge by contacting the Sun Life
Annuity Service Center at P.O. Box 1024, Boston, MA 02103-9986 or telephone
toll-free at (800) 752-7215.
ITEM 1--TO APPROVE TWO NEW SUB-INVESTMENT ADVISORY AGREEMENTS, ONE BETWEEN
MASSACHUSETTS FINANCIAL SERVICES COMPANY ("MFS") AND FOREIGN & COLONIAL
MANAGEMENT LIMITED ("FCM"), AND THE OTHER BETWEEN FCM AND ITS SUBSIDIARY,
FOREIGN & COLONIAL EMERGING MARKETS LIMITED, CONTAINING SUBSTANTIALLY THE SAME
TERMS AND CONDITIONS AS THE CURRENT SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN
MFS AND BATTERYMARCH FINANCIAL MANAGEMENT, INC., TO BECOME EFFECTIVE ON OR ABOUT
MAY 1, 1996.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF THE FUND APPROVE THE NEW
SUB-INVESTMENT ADVISORY AGREEMENTS.
BACKGROUND AND SUMMARY
Massachusetts Financial Services Company ("MFS" or the "Adviser") serves as
WGS's investment adviser and provides WGS with overall investment advisory and
administrative services, as well as general office facilities. MFS manages WGS's
assets invested in U.S. markets, and has engaged two sub-advisers, Oechsle
International Advisors, L.P. ("Oechsle") and Batterymarch Financial Management,
Inc. ("Batterymarch"), to manage WGS's assets invested in foreign markets.
Oechsle manages WGS's assets invested in developed foreign markets, such as
Western Europe, Japan, Australia and New Zealand, and Batterymarch manages WGS's
assets invested in emerging markets, such as Latin America and the Pacific Rim
(excluding Japan).
1
<PAGE>
At December 31, 1995, WGS's net assets were $146,388,233 and the net assets of
the sub-portfolios of WGS managed by MFS, Oechsle and Batterymarch were
$69,382,966, $52,970,805 and $24,034,462, respectively.
The Board of Trustees has approved the termination by MFS of Batterymarch as a
sub-adviser to WGS and the retention by MFS of Foreign & Colonial Management
Limited ("FCM") and of its subsidiary, Foreign & Colonial Emerging Markets
Limited ("FCEM"), as new sub-advisers to WGS to replace Batterymarch. Under this
arrangement, FCM and FCEM would commence managing WGS's assets invested in
emerging markets on or about May 1, 1996. FCM and FCEM are described below under
the caption "Description of FCM and FCEM; Strategic Alliance Between MFS and
FCM."
At the Meeting, shareholders of WGS will be asked to approve two new
Sub-Investment Advisory Agreements, one between MFS and FCM, and the other
between FCM and FCEM (the "New Sub-Investment Advisory Agreements"). The
proposed New Sub-Investment Advisory Agreements are substantially identical to
the Sub-Investment Advisory Agreement between MFS and Batterymarch dated January
5, 1995 and currently in effect (the "Current Sub-Investment Advisory
Agreement"). A description of the New Sub-Investment Advisory Agreements and the
services to be provided by FCM and FCEM thereunder is set forth below under the
caption "Description of the New Sub-Investment Advisory Agreements."
Approval of the new Sub-Investment Advisory Agreements would have no effect upon
the amount of management fees paid by WGS to MFS. MFS, not WGS, pays management
fees to the sub-advisers, and FCM and FCEM would receive from MFS the same level
of compensation MFS currently pays Batterymarch.
DESCRIPTION OF MFS AND BATTERYMARCH
MFS, a Delaware corporation located at 500 Boylston Street, Boston,
Massachusetts 02116, manages the assets of WGS pursuant to an Investment
Advisory Agreement, dated November 1, 1993 (the "Advisory Agreement"). The
Adviser provides WGS with overall investment advisory and administrative
services, as well as general office facilities. Subject to such policies as the
Board of Trustees may determine, the Adviser makes investment decisions for WGS.
For these services and facilities, MFS receives a fee, computed and paid
monthly, at an annual rate equal to 0.90% of the average daily net assets of WGS
for WGS's then-current fiscal year. The total management fee paid by WGS to the
Adviser under the Investment Advisory Agreement during WGS's fiscal year ended
December 31, 1995 was $1,090,977. MFS has also undertaken to reimburse WGS for
aggregate expenses, excluding taxes, extraordinary expenses and brokerage costs,
in excess of 1.50% of the average daily net assets of WGS for the fiscal year.
Batterymarch, a Maryland corporation located at 200 Clarendon Street, Boston,
Massachusetts 02116, is a registered investment adviser that acts as one of
WGS's two sub-advisers pursuant to the Current Sub-Investment Advisory
Agreement. The Current Sub-Investment Advisory Agreement was most recently
approved by the Board of Trustees, including all of the Trustees who are not
"interested persons," as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"), of any party to the Current Sub-Investment Advisory
Agreement (collectively, the "Independent Trustees"), on November 1, 1995, and
was approved by WGS's shareholders on December 29, 1994, in connection with the
acquisition of the predecessor to Batterymarch by Legg Mason, Inc.
Under the Current Sub-Investment Advisory Agreement, the Adviser has delegated
to Batterymarch the authority to make investment decisions with respect to that
portion of WGS's assets as the Adviser shall from time to time designate. This
delegation is subject to oversight by the Adviser and determinations as to
investment policy by the Board of Trustees. Batterymarch manages WGS's assets
which the Adviser has designated for investment in emerging countries or
regions. For its services, the Adviser (not WGS) pays Batterymarch an annual
management fee, computed and paid monthly, in an amount equal
2
<PAGE>
to 1.00% on an annualized basis of the average daily net asset value of WGS's
assets managed by Batterymarch. The total management fee paid by the Adviser to
Batterymarch under the Current Sub-Investment Advisory Agreement during WGS's
fiscal year ended December 31, 1995 was $206,294.
DESCRIPTION OF FCM AND FCEM; STRATEGIC ALLIANCE BETWEEN MFS AND FCM
DESCRIPTION OF FCM AND FCEM. FCM and FCEM are both companies incorporated
under the laws of England and Wales and are located at Exchange House, Primrose
Street, London EC2A 2NY, United Kingdom. FCM is a wholly owned subsidiary of
Hypo Foreign & Colonial Management (Holdings) Ltd. ("Hypo F&C"). Fifty percent
of the outstanding voting securities of Hypo F&C is owned by each of (i)
Pountney Hill Holdings Limited, which is wholly owned by five closed-end,
publicly listed investment trusts managed by FCM, including Foreign & Colonial
Investment Trust PLC, and (ii) Hypo (U.K.) Holdings Ltd., which is a wholly
owned subsidiary of HYPO-BANK (Bayerische Hypotheken-und Wechsel-Bank AG), the
oldest publicly listed, and fifth largest, commercial bank in Germany, founded
in 1835. FCM has a history of money management dating from 1868 and the
establishment of the world's oldest closed-end fund, Foreign & Colonial
Investment Trust PLC. As of December 31, 1995, FCM managed approximately U.S.
$19.1 billion of assets, including approximately U.S. $12.6 billion of assets in
equity securities and approximately U.S. $6.5 billion of assets in fixed income
securities.
FCEM is a wholly owned subsidiary of FCEM (HOLDINGS) Limited ("FCEM Holdings").
FCEM Holdings is a subsidiary of FCM, which owns 75.1% of the outstanding voting
securities of FCEM Holdings. Garantia Banking Limited, a wholly owned subsidiary
of Banco de Investimentos Garantia SA located at Rua Jorge Coelho, 16-13th
Floor, CEP 01451-020, Sao Paulo, Brazil, owns 14.9% of the outstanding voting
securities of FCEM Holdings, and Audley William Twiston Davies, the Managing
Director of FCEM, owns 10% of the outstanding voting securities of FCEM
Holdings. FCEM manages emerging market investments for FCM and FCEM serves as
the investment adviser to public closed-end and open-end funds and segregated
accounts specializing in emerging markets. As of December 31, 1995, FCEM managed
approximately U.S. $3.4 billion of assets invested in emerging markets.
The name, address and principal occupation of the principal executive officer
and each director of FCM and FCEM are set forth in Appendix A. The size and the
rate of FCM's and FCEM's investment advisory compensation with respect to other
U.S. registered investment companies having a similar investment objective to
WGS advised by FCM and FCEM are set forth in Appendix B.
STRATEGIC ALLIANCE BETWEEN MFS AND FCM. MFS and FCM have entered into a
strategic alliance pursuant to which they have agreed to cooperate in
distributing, advising and managing investment products throughout the world. In
this arrangement certain expenses and revenues relating to their cooperative
activities, including, if Item I is approved by shareholders of WGS, investment
advisory fees received from WGS and certain expenses incurred by MFS, FCM and
their affiliates attributable to their services to WGS, are shared. As part of
this alliance, the portfolio managers and investment analysts of MFS and FCM
share their views on a variety of investment related issues, such as the
economy, securities markets, portfolio securities and their issuers, investment
recommendations, strategies and techniques, risk analysis, trading strategies
and other portfolio management matters. MFS has access to the extensive
international equity investment expertise of FCM, and FCM has access to the
extensive U.S. equity investment expertise of MFS. MFS investment analysts are
working for an extended period with FCM portfolio managers and investment
analysts at their offices in London. In return, one or more FCM employees are
expected to work in a similar manner at MFS' Boston offices.
In certain instances there may be securities which are suitable for WGS's
portfolio as well as for portfolios of other clients of MFS or clients of FCM.
Some simultaneous transactions are inevitable when several clients receive
investment advice from MFS and FCM, particularly when the same security is
suitable for more than one client. While in some cases this arrangement could
have a detrimental effect on the price or availability of the security as far as
WGS is concerned, in other cases it may produce increased investment
opportunities for WGS.
3
<PAGE>
PROPOSED SUBSTITUTION OF FCM AND FCEM FOR BATTERYMARCH
MFS has exercised its right under the Current Sub-Investment Advisory
Agreement with Batterymarch to terminate that Agreement effective on or about
May 1, 1996. However, the termination of that Agreement is conditioned upon the
approval by WGS's shareholders of the proposed New Sub-Investment Advisory
Agreements with FCM and FCEM, which if so approved will become effective on or
about May 1, 1996. If the New Sub-Investment Advisory Agreements are not
approved by WGS's shareholders, Batterymarch will continue to serve as
sub-adviser to WGS pursuant to the Current Sub-Investment Advisory Agreement
pending consideration by MFS and the Board of Trustees, including the
Independent Trustees, of what further action, if any, should be taken in the
best interests of shareholders.
As discussed more fully below under the caption "Description of the New
Sub-Investment Advisory Agreements," the terms of the proposed New
Sub-Investment Advisory Agreements are substantially identical to the Current
Sub-Investment Advisory Agreement. Under the Current Sub-Investment Advisory
Agreement, Batterymarch receives a sub-investment management fee from MFS (not
from WGS) equal to 1.00% per annum of the average daily net asset value of the
assets of WGS managed by Batterymarch. Likewise, under the proposed New
Sub-Investment Advisory Agreement between MFS and FCM, FCM would receive a
sub-investment management fee from MFS (not from WGS) equal to 1.00% per annum
of the average daily net asset value of the assets of WGS managed by FCM. FCM
would, in turn, pay the sub-investment management fee it receives from MFS over
to FCEM, as the proposed New Sub-Investment Advisory Agreement between FCM and
FCEM provides that FCEM would receive a sub-investment management fee from FCM
(not from WGS or MFS) equal to 1.00% per annum of the average daily net asset
value of the assets of WGS managed by FCEM.
In addition to receiving this cash compensation, FCM and FCEM, like
Batterymarch, would receive certain benefits from placing portfolio transactions
on behalf of WGS. The initial criterion FCM and FCEM apply in selecting a broker
to effect a securities transaction for their respective clients is whether the
broker can provide the best price and execution for the transaction. In
accordance with Section 28(e) of the Securities Exchange Act of 1934, however,
FCM and FCEM may from time to time select as brokers for their respective
clients those firms that furnish research services to them. These services are
generally defined as those providing lawful and appropriate assistance to FCM
and FCEM in the performance of their investment decision making
responsibilities. Among the specific kinds of research services that FCM and
FCEM may receive from brokers are fundamental analysis of the economy, the
political environment, the financial markets, individual companies and specific
industries and technical analysis of individual securities. In following a
policy of selecting brokers furnishing research services, FCM and FCEM may pay
commissions higher than those obtainable from other brokers who do not provide
such services. FCM and FCEM will use the research they obtain to service all the
accounts they manage and use no formal procedures to direct client transactions
to a particular broker in return for products and research services received.
Joseph C. Williams is currently the portfolio manager for the assets of WGS
allocated to Batterymarch. Mr. Williams leads the emerging markets investment
activities of Batterymarch and has been a portfolio manager with the predecessor
of Batterymarch since 1994. Prior to joining Batterymarch, Mr. Williams served
as a director at Morgan Grenfell Investment Services in London.
If the Fund's shareholders approve the proposed New Sub-Investment Advisory
Agreements, it is anticipated that Dr. Arnab Kumar Banerji, Chief Investment
Officer of FCEM, will become the portfolio manager for the assets of WGS
allocated to FCM and FCEM. Dr. Banerji has been employed by FCEM since 1993
before which he served as Joint Head of Emerging Markets for Citibank Global
Asset Management since 1989.
RECOMMENDATION OF THE BOARD OF TRUSTEES
The Board of Trustees approved of the proposed New Sub-Investment Advisory
Agreements at a meeting held on January 25, 1996. Prior to this meeting, MFS had
discussed with the Board of Trustees its analysis that FCM and FCEM achieved
superior
4
<PAGE>
investment performance in the management of emerging market investments. MFS
informed the Board of Trustees at a meeting held on November 1, 1995 of its
intention to recommend that the Board of Trustees consider replacing
Batterymarch with FCM and FCEM. Before approving these Agreements, the Board
reviewed and discussed with representatives of MFS materials furnished by MFS
and FCM, including drafts of the proposed New Sub-Investment Advisory
Agreements; background information concerning FCM and FCEM covering their
corporate, management and operational structures and personnel, their history
and significant achievements, their product lines and emphasis, and their
investment philosophy and style; the investment performance of accounts advised
by FCM and FCEM as compared to various benchmarks and to the investment
performance of the portion of WGS's assets managed by Batterymarch; the
financial statements of Hypo F&C (FCM's parent); and certain regulatory filings
of FCM and FCEM.
Upon conclusion of its review of these materials and the presentation made by
MFS, the Board of Trustees, including the Independent Trustees, unanimously
approved the proposed New Sub-Investment Advisory Agreements. In deciding to
approve these Agreements, the Board placed particular emphasis on the following
factors:
(i) the investment performance of FCM and FCEM in managing emerging market
investments as those results significantly outperformed relevant
benchmarks;
(ii) the depth, qualifications and experience of FCM's and FCEM's investment
management and research personnel and the fact that FCM and FCEM have 23
investment management and research personnel devoted to emerging markets;
(iii) the terms of the proposed New Sub-Investment Advisory Agreements, which
are substantially identical to the Current Sub-Investment Advisory
Agreement;
(iv) the fact that FCM and FCEM would receive from MFS the same compensation
for their sub-advisory services as MFS currently pays Batterymarch;
(v) the history, reputation and background of FCM and FCEM and their financial
condition; and
(vi) the fact that MFS and FCM have entered into a strategic alliance, as
discussed above under the caption "Description of FCM and FCEM; Strategic
Alliance between MFS and FCM."
THE BOARD OF TRUSTEES HAS DETERMINED THAT THE PROPOSED NEW SUB-INVESTMENT
ADVISORY AGREEMENTS ARE IN THE BEST INTEREST OF WGS AND ITS SHAREHOLDERS AND
RECOMMENDS THEIR APPROVAL BY SHAREHOLDERS.
DESCRIPTION OF THE NEW SUB-INVESTMENT ADVISORY AGREEMENTS
The Advisory Agreement between MFS and the Trust on behalf of WGS, permits
MFS from time to time to engage one or more sub-advisers to assist in the
performance of its services. Pursuant to the Advisory Agreement, MFS has engaged
Batterymarch as one of two sub-advisers to WGS.
Under the proposed New Sub-Investment Advisory Agreement between MFS and FCM
(the "FCM Agreement"), which is identical in all substantive respects to the
Current Sub-Investment Advisory Agreement, MFS may delegate to FCM the authority
to make investment decisions for WGS. Pursuant to the FCM Agreement, it is
intended that FCM, through FCEM, would provide portfolio management services for
assets of WGS invested in emerging markets. For its services, MFS would pay FCM
an annual management fee computed and paid monthly, in an amount equal to 1.00%
per annum of the average daily net asset value of WGS's assets managed by FCM.
This is the same fee as is currently paid by MFS to Batterymarch under the
Current Sub-Investment Advisory Agreement.
5
<PAGE>
The terms of the FCM Agreement would permit FCM from time to time to engage one
or more sub-advisers to assist in the performance of its services. Under the
terms of the proposed New Sub-Investment Advisory Agreement between FCM and FCEM
(the "FCEM Agreement"), FCM would delegate to FCEM its obligations under the
terms of the FCM Agreement, which reflects the fact that FCEM is the FCM
affiliate which has the investment expertise in emerging markets. For these
services, FCM would pay FCEM under the FCEM Agreement a sub-advisory fee equal
to 1.00% on an annualized basis of the average daily net asset value of the
assets of WGS managed by FCEM. The FCEM Agreement is substantially identical to
the FCM Agreement.
Under the terms of the proposed New Sub-Investment Advisory Agreements, FCM and
FCEM would be required to furnish MFS with information and advice, including
advice on the allocation of investments among emerging market countries or
regions, relating to such portion of WGS's assets as MFS shall from time to time
designate, to furnish continuously an investment program with respect to such
assets, and otherwise to manage WGS's investments in accordance with the
investment objective and policies as stated in the Trust's then current
Prospectus and Statement of Additional Information. FCM and FCEM would bear all
expenses in connection with the performance of their services under the proposed
New Sub-Investment Advisory Agreements.
The proposed New Sub-Investment Advisory Agreements provide that in the absence
of willful misfeasance, bad faith or gross negligence, neither FCM nor FCEM
shall be liable for any act or omission in the course of, or in connection with,
the rendering of their services thereunder.
Each proposed New Sub-Investment Advisory Agreement would remain in effect
pursuant to its terms until November 1, 1996, and thereafter for successive
periods if and so long as such continuation is specifically approved at least
annually by (a) the Board of Trustees of the Trust or (b) the affirmative vote
of the lesser of (1) more than fifty percent (50%) of the outstanding shares of
WGS or (2) sixty-seven percent (67%) or more of the shares of WGS present at the
meeting if more than fifty percent (50%) of the outstanding shares of WGS are
represented at the meeting in person or by proxy (a "Majority Vote"), provided
that in either event the continuation also is approved by a majority of the
Independent Trustees by a vote cast in person at a meeting called for the
purpose of voting on such approval. Each proposed New Sub-Investment Advisory
Agreement would be terminable, without penalty, by the Board of Trustees of the
Trust, by a Majority Vote of WGS's shareholders, by MFS or by FCM, and in the
case of the FCEM Agreement, by FCEM, in each case on not more than sixty nor
less than thirty days' written notice to the other party and to WGS, unless
terminated by FCM, with respect to the FCM Agreement, or FCEM, with respect to
the FCEM Agreement, in which case such termination is required to be on not more
than ninety days nor less than sixty days written notice. Each proposed New
Sub-Investment Advisory Agreement would terminate automatically in the event of
its assignment (as defined in the 1940 Act) or in the event of the termination
of the Advisory Agreement between the Trust, on behalf of WGS, and MFS.
The description of the proposed New Sub-Investment Advisory Agreements is
qualified in its entirety by reference to the forms of FCM Agreement and FCEM
Agreement which are attached as Appendix C and Appendix D, respectively, to this
proxy statement.
MANNER OF VOTING PROXIES AND VOTE REQUIRED
All proxies received by management of the Trust will be voted on all matters
presented at the Meeting and at any adjournments thereof, and, if not limited to
the contrary, will be voted FOR Item 1. Approval of Item 1 requires a Majority
Vote of WGS's shareholders (as defined above).
Management of the Trust knows of no other matters to be brought before the
Meeting. If, however, any other matters come before the Meeting and any
adjournments thereof, it is management'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.
6
<PAGE>
SUBMISSION OF CERTAIN PROPOSALS
The Trust is a Massachusetts business trust, and as such is not required to
hold annual meetings of shareholders. However, meetings of shareholders may be
held from time to time to consider such matters as the approval of investment
management agreements or changes in certain investment restrictions. Proposals
of shareholders which are intended to be presented at future shareholder's
meetings must be received by the Trust a reasonable time prior to the Trust's
solicitation of proxies relating to such future meeting.
ADDITIONAL INFORMATION
The information contained in this proxy statement relating to FCM and FCEM
has been furnished by FCM and FCEM.
As discussed above, the Trust engages MFS as investment adviser to WGS. MFS, a
Delaware corporation, with offices at 500 Boylston Street, Boston, MA 02116, is
a wholly owned subsidiary of Sun Life Assurance Company of Canada (U.S.), One
Sun Life Executive Park, Wellesley Hills, Massachusetts 02181, which is in turn
a wholly owned subsidiary of Sun Life Assurance Company of Canada, 150 King
Street West, Toronto, Canada M5H1J9.
April 3, 1996 MFS/Sun Life Series Trust
World Growth Series
7
<PAGE>
APPENDIX A
DIRECTORS AND PRINCIPAL
EXECUTIVE OFFICER OF FCM
<TABLE>
<CAPTION>
NAME POSITION WITH FCM, PRINCIPAL OCCUPATION AND ADDRESS(1)
- - - --------------------- -------------------------------------------------------------------------------------------------
<S> <C>
M.J. Hart (Chairman) Head of UK Department
J.D.D. Ogilvy Chief Executive (Principal Executive Officer)
A.K. Banerji Chief Investment Officer of FCEM
A.C. Barker Head of U.S. Management
K.R. Barker Head of U.K. Equities
M.J. Boxford Investment Manager -- Venture Capital
F.G.W. Brooke Investment Management -- Charities
A.W. Twiston-Davies Managing Director of FCEM
S.W.E. Dolbear Head of Derivatives Management
R.G. Donkin Director and Joint Company Secretary
R.E. Dowdall Finance Director
W.J. Ducas(2) Managing Director U.S. Institutional Marketing
W.D. Eccles Investment Manager -- Venture Capital
R.S. Edgar Institutional Europe/U.S. Business Development
J.A. Findlay Investment Management -- North America
F.H.G. Hunt Investment Manager -- Fixed Interest
G. Inderst Assistant Chief Investment Officer
S.E.V. James Managing Director -- Marketing U.K. Retail
S.L. Kinnersley Investment Management -- LTCB
J.F. Lubran Managing Director -- Marketing Global Institutional
J.V. Monckton Head of Fixed Interest Department
N.E. Morecroft U.K. Marketing Director
J.J. Nelson Managing Director of Venture Capital Subsidiary
F.A.R. Packard Chairman of FCEM and Institutional Marketing
M.F. Palone(2) Director U.S. Institutional Marketing
N.H. Pitt-Lewis Head of Compliance
R.L. Richards Investment Manager -- Venture Capital
M.J.C. Robertson Charities Sales Director
E. Scott-Forbes Head of European Equities
R. Simpson Client Services Director
C. Thomson Chief Investment Officer
J.J. Tigue Investment Management -- U.K.
G.R. Walker Chief Operating Officer and Group Finance Officer
C.A. Walton Marketing Director
R.T. Watson Investment Management -- U.K. Institutional
S.F. White Investment Management -- Europe
E.J. Wood Investment Management -- U.K.
I.K. Wright Investment Management -- Japan
</TABLE>
- - - ------------------------------
(1)The address of each of the individuals listed above is Exchange House,
Primrose Street, London EC2A 2NY, United Kingdom, unless indicated otherwise.
(2)The address of Messrs. Ducas and Palone is Suite 2910, 225 Franklin Street,
Boston, Massachusetts 02110.
A-1
<PAGE>
DIRECTORS AND PRINCIPAL
EXECUTIVE OFFICER OF FCEM
<TABLE>
<CAPTION>
NAME POSITION WITH FCEM, PRINCIPAL OCCUPATION AND ADDRESS(1)
- - - ---------------------- ---------------------------------------------------------------------------------------------------
<S> <C>
A.W. Twiston Davies Managing Director (Principal Executive Officer)
A.K. Banerji Chief Investment Officer
H.P. Carey S.E. Asia
S. Delman Emerging Europe/Middle East/Africa
M.C. Gabriel Finance Director
E.B. McLaughlin Latin America
F.A.R. Packard Chairman
J.D.D. Ogilvy Chief Executive (Principal Executive Officer) of FCM
M.A.J.A. Wenhammer Fixed Interest
H.R. Williamson Fixed Interest Director
K.J. Clarke Administration Director
</TABLE>
- - - ------------------------------
(1)The address of each of the individuals listed above is Exchange House,
Primrose Street, London EC2A 2NY, United Kingdom.
A-2
<PAGE>
APPENDIX B
REGISTERED INVESTMENT COMPANIES FOR WHICH
FCM AND/OR FCEM
CURRENTLY ACT AS INVESTMENT ADVISER
OR SUB-ADVISER
<TABLE>
<CAPTION>
NET ASSETS AT ANNUAL ADVISORY FEE
12/31/95 NET ASSETS AT RATE (AS A PERCENTAGE
MANAGED BY 12/31/95 OF AVERAGE DAILY NET
NAME FCM MANAGED BY FCEM ASSETS MANAGED BY FCM)
- - - ------------------------------------------------------- ------------- --------------- ----------------------
<S> <C> <C> <C>
MFS/Foreign & Colonial International Growth Fund(1),
which seeks capital appreciation....................... $29,425,265 $11,882,620 0.80%
MFS/Foreign & Colonial International Growth and Income
Fund(1), which seeks capital appreciation and current
income................................................. $10,944,081 $ 1,302,061 0.75%
MFS/Foreign & Colonial International Emerging Markets
Equity Fund(1), which seeks capital appreciation....... $ 0 $16,554,998 1.00%
MFS/Foreign & Colonial International Growth Series(2),
which seeks capital appreciation....................... $ 0 $ 0 0.80%
MFS/Foreign & Colonial International Growth and Income
Series(2), which seeks capital appreciation and current
income................................................. $5,224,831 $ 487,010 0.75%
MFS/Foreign & Colonial Emerging Markets Equity
Series(2), which seeks capital appreciation............ $ 0 $ 0 1.00%
The Foreign & Colonial Emerging Middle East Fund, Inc.,
which seeks long-term capital appreciation............. N/A $36,354,980 N/A
<CAPTION>
ANNUAL ADVISORY FEE
RATE (AS A PERCENTAGE
OF AVERAGE DAILY NET
NAME ASSETS MANAGED BY FCEM)
- - - ------------------------------------------------------- -----------------------
<S> <C>
MFS/Foreign & Colonial International Growth Fund(1),
which seeks capital appreciation....................... 1.00%
MFS/Foreign & Colonial International Growth and Income
Fund(1), which seeks capital appreciation and current
income................................................. 1.00%
MFS/Foreign & Colonial International Emerging Markets
Equity Fund(1), which seeks capital appreciation....... 1.00%
MFS/Foreign & Colonial International Growth Series(2),
which seeks capital appreciation....................... 1.00%
MFS/Foreign & Colonial International Growth and Income
Series(2), which seeks capital appreciation and current
income................................................. 1.00%
MFS/Foreign & Colonial Emerging Markets Equity
Series(2), which seeks capital appreciation............ 1.00%
The Foreign & Colonial Emerging Middle East Fund, Inc.,
which seeks long-term capital appreciation............. 1.25%(3)
</TABLE>
- - - ------------------------------
(1)A series of MFS Series Trust X.
(2)A series of MFS/Sun Life Series Trust.
(3)FCEM receives 1.25% of the value of the Fund's average weekly net assets (as
opposed to average daily net assets).
B-1
<PAGE>
APPENDIX C
FORM OF
SUB-INVESTMENT ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT, dated this 1st day of May, 1996 by and between
MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the "Adviser")
and FOREIGN & COLONIAL MANAGEMENT LIMITED, a company incorporated under the laws
of England and Wales (the "Sub-Adviser").
WITNESSETH:
WHEREAS, the Adviser provides the World Growth Series ("WGS"), a series of
MFS/Sun Life Series Trust (the "Trust"), an open-end investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), business services pursuant to the terms and conditions of an investment
advisory agreement dated October 29, 1993 (the "Advisory Agreement") between the
Adviser and the Trust, on behalf of WGS; and
WHEREAS, the Sub-Adviser is willing to provide services to the Adviser on the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
parties hereto as herein set forth, the parties covenant and agree as follows:
1. DUTIES OF THE SUB-ADVISER. The Sub-Adviser will furnish the Adviser with
information and advice, including advice on the allocation of investments among
emerging market countries or regions, relating to such portion of WGS'S assets
as the Adviser shall from time to time designate (the "Designated Assets").
Subject to the supervision of the Trustees of the Trust and the Adviser, the
Sub-Adviser will: (a) manage the Designated Assets on behalf of WGS in
accordance with WGS's investment objective, policies and limitations as stated
in the Trust's then current Prospectus (the "Prospectus") and Statement of
Additional Information (the "Statement"), and the Trust's Declaration of Trust
dated February 15, 1985, and By-Laws, each as amended from time to time
(respectively, the "Declaration" and the "By-Laws") and in compliance with the
1940 Act and the rules, regulations and orders thereunder; (b) make investment
decisions with respect to the Designated Assets; (c) place purchase and sale
orders for portfolio transactions with respect to the Designated Assets; (d)
manage otherwise uninvested cash assets with respect to the Designated Assets;
(e) as the agent of WGS, give instructions (including trade tickets) to the
custodian and any sub-custodian of WGS as to deliveries of securities, transfers
of currencies and payments of cash with respect to the Designated Assets (the
Sub-Adviser shall promptly notify the Adviser of such instructions); (f) employ
professional portfolio managers to provide research services to WGS; (g) attend
periodic meetings of the Board of Trustees of the Trust and (h) obtain all the
registrations, qualifications and consents, on behalf of WGS, which are
necessary for WGS to purchase and sell assets in each jurisdiction (other than
the United States) in which WGS's Designated Assets are to be invested (the
Sub-Adviser shall promptly provide the Adviser with copies of any such
registrations, qualifications and consents). In providing these services, the
Sub-Adviser will furnish continuously an investment program with respect to the
Designated Assets. The Sub-Adviser shall be responsible for monitoring WGS's
compliance with the Prospectus, the Statement, the Declaration, the By-Laws and
the 1940 Act and the rules, regulations and orders thereunder and in monitoring
such compliance the Sub-Adviser shall do so in the functional currency of WGS.
The Sub-Adviser shall only be responsible for compliance with the
above-mentioned restrictions in regards to the Designated Assets. The Adviser
agrees to provide the Sub-Adviser with such assistance as may be reasonably
requested by the Sub-Adviser in connection with its activities under this
Agreement, including, without limitation, information concerning WGS, its funds
available, or to become available, for investment and generally as to the
conditions of WGS's affairs. From time to time the Adviser will notify the
Sub-Adviser of the aggregate U.S. Dollar amount of the Designated Assets. The
Adviser will have
C-1
<PAGE>
responsibility for exercising proxy, consent and other rights pertaining to the
Designated Assets; PROVIDED, HOWEVER, that the Sub-Adviser will, as requested,
make recommendations to the Adviser as to the manner in which such proxy,
consent and other rights should be exercised.
Should the Trustees of the Trust or the Adviser at any time make any
determination as to investment policy and notify the Sub-Adviser thereof in
writing, the Sub-Adviser shall be bound by such determination for the period, if
any, specified in such notice or until notified that such determination has been
revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon
written notice to the Sub-Adviser, suspend or restrict the right of the
Sub-Adviser to determine what Designated Assets shall be purchased or sold and
what portion, if any, of WGS's Designated Assets shall be held uninvested. It is
understood that the Adviser undertakes to discuss with the Sub-Adviser any such
determinations of investment policy and any such suspension or restrictions on
the right of the Sub-Adviser to determine what Designated Assets shall be
purchased or sold or held uninvested, prior to the implementation thereof.
2. CERTAIN INFORMATION TO THE SUB-ADVISER. Copies of the Prospectus, the
Statement, the Declaration and the By-Laws have been delivered to the
Sub-Adviser. The Adviser agrees to notify the Sub-Adviser of each change in the
investment policies of WGS and to provide to the Sub-Adviser as promptly as
practicable copies of all amendments and supplements to the Prospectus, the
Statement, the Declaration and the By-Laws. In addition, the Adviser will
promptly provide the Sub-Adviser with any procedures applicable to the
Sub-Adviser adopted from time to time by the Trustees of the Trust and agrees to
provide promptly to the Sub-Adviser copies of all amendments thereto.
3. EXECUTION OF CERTAIN DOCUMENTS. Subject to any other written instructions of
the Adviser and the Trustees of the Trust, the Sub-Adviser is hereby appointed
the Adviser's and the Trust's agent and attorney-in-fact to execute account
documentation, agreements, contracts and other documents as the Sub-Adviser
shall be requested by brokers, dealers, counterparties and other persons in
connection with its management of the Designated Assets.
4. REPORTS. The Sub-Adviser shall furnish to the Trustees of the Trust or the
Adviser, or both, as may be appropriate, quarterly reports of its activities on
behalf of WGS, as required by applicable law or as otherwise requested from time
to time by the Trustees of the Trust or the Adviser, and such additional
information, reports, evaluations, analyses and opinions as the Trustees of the
Trust or the Adviser, as appropriate, may request from time to time.
5. BROKERAGE. In connection with the selections of brokers, dealers or other
entities and the placing of orders for the purchase and sale of portfolio
investments for WGS, the Sub-Adviser is directed to seek for WGS execution at
the most favorable price by responsible brokerage firms at reasonably
competitive commission rates. In fulfilling this requirement, the Sub-Adviser
shall not be deemed to have acted unlawfully or to have breached any duty,
created by this Agreement or otherwise, solely by reason of its having caused
WGS to pay a broker, dealer or other entity an amount of commission for
effecting a securities transaction in excess of the amount of commission another
broker, dealer or other entity would have charged for effecting that
transaction, if the Sub-Adviser determined in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services (within the meaning of Section 28(e) of the Securities Exchange Act of
1934, as amended) provided by such broker, dealer or other entity, viewed in
terms of either that particular transaction or the Sub-Adviser's overall
responsibilities with respect to WGS and to other clients of the Sub-Adviser as
to which the Sub-Adviser exercises investment discretion.
6. SERVICES TO OTHER COMPANIES OR ACCOUNTS. On occasions when the Sub-Adviser
deems the purchase or sale of a security to be in the best interest of WGS as
well as other clients, the Sub-Adviser, to the extent permitted by applicable
laws and regulations, may, but shall be under no obligation to, aggregate the
securities to be so purchased or sold in order to obtain the most favorable
price or lower brokerage commissions and efficient execution. In such event,
allocation of the securities so
C-2
<PAGE>
purchased or sold, as well as the expenses incurred in the transaction will be
made by the Sub-Adviser in the manner it considers to be the most equitable. The
Sub-Adviser agrees to allocate similarly opportunities to sell or otherwise
dispose of securities among WGS and other clients of the Sub-Adviser.
7. OTHER SUB-ADVISERS. The Sub-Adviser may from time to time enter into
investment sub-advisory agreements with one or more investment advisers, (an
"Other Sub-Adviser"), to WGS to perform some or all of the services for which
the Sub-Adviser is responsible pursuant to this Agreement upon such terms and
conditions as the Adviser and the Sub-Adviser may determine; PROVIDED, HOWEVER,
that such investment sub-advisory agreements have been approved by a majority of
the Trustees of the Trust who are not interested persons of the Trust, or the
Sub-Adviser or the Other Sub-Adviser and by vote of a majority of the
outstanding voting securities of WGS; and, PROVIDED, FURTHER, that the
Sub-Adviser shall own a majority of the voting securities of any Other
Sub-Adviser. The Sub-Adviser may terminate the services of any Other Sub-Adviser
at any time in its sole discretion, and shall at such time assume the
responsibilities of such Other Sub-Adviser unless and until a successor Other
Sub-Adviser is selected. The Sub-Adviser shall be liable for any error of
judgment or mistake of law by any Other Sub-Adviser and for any act or omission
in the execution and management of WGS by any Other Sub-Adviser.
8. COMPENSATION OF THE SUB-ADVISER. For the services to be rendered by the
Sub-Adviser under this Agreement, the Adviser shall pay to the Sub-Adviser
compensation, computed and paid monthly in arrears in U.S. dollars, at a rate of
1.00% per annum of the average daily net asset value of the Designated Assets.
If the Sub-Adviser shall serve for less than the whole of any month, the
compensation payable to the Sub-Adviser with respect to WGS will be prorated.
The Sub-Adviser will pay its expenses incurred in performing its duties under
this Agreement. Neither the Trust nor WGS shall be liable to the Sub-Adviser for
the compensation of the Sub-Adviser. For the purpose of determining fees payable
to the Sub-Adviser, the value of WGS's net assets shall be computed at the times
and in the manner specified in the Prospectus and/or Statement. In the event
that the Adviser reduces its management fee payable under the Advisory Agreement
in order to comply with the expense limitations of a State securities commission
or otherwise (but not a voluntary reduction), the Sub-Adviser agrees to reduce
its fee payable under this Agreement by a pro rata amount.
9. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be
liable for any error of judgment or mistake of law or for any loss arising out
of any investment or for any act or omission in the execution and management of
WGS, except for willful misfeasance, bad faith or gross negligence in the
performance of its duties and obligations hereunder. The Trust, on behalf of
WGS, may enforce any obligations of the Sub-Adviser under this Agreement and may
recover directly from the Sub-Adviser for any liability it may have to WGS.
10. ACTIVITIES OF THE SUB-ADVISER. The services of the Sub-Adviser to the Fund
are not deemed to be exclusive, the Sub-Adviser being free to render investment
advisory and/or other services to others. It is understood that the Trustees,
officers and shareholders of the Trust, WGS or the Adviser are or may be or
become interested in the Sub-Adviser or any person controlling, controlled by or
under common control with the Sub-Adviser, as trustees, officers, employees or
otherwise and that trustees, officers and employees of the Sub-Adviser or any
person controlling, controlled by or under common control with the Sub-Adviser
may become similarly interested in the Trust, WGS or the Adviser and that the
Sub-Adviser may be or become interested in WGS as a shareholder or otherwise.
11. COVENANTS OF THE SUB-ADVISER. The Sub-Adviser agrees that it (a) will not
deal with itself, "affiliated persons" of the Sub-Adviser, the Trustees of the
Trust or WGS's distributor, as principals, agents, brokers or dealers in making
purchases or sales of securities or other property for the account of WGS,
except as permitted by the 1940 Act and the rules, regulations and orders
thereunder and subject to the prior written approval of the Adviser, (b) will
not take a long or short position in the shares of WGS except as permitted by
the Declaration and (c) will comply with all other provisions of the Declaration
and the By-Laws and the then-current Prospectus and Statement relative to the
Sub-Adviser and its trustees, officers, employees and affiliates.
C-3
<PAGE>
12. REPRESENTATIONS, WARRANTIES AND ADDITIONAL AGREEMENTS OF THE SUB-ADVISER.
The Sub-Adviser represents, warrants and agrees that:
(a) It: (i) is registered as an investment adviser under the U.S. Investment
Advisers Act of 1940 (the "Advisers Act"), is authorized to undertake
investment business in the United Kingdom by virtue of its membership in the
Investment Management Regulatory Organisation ("IMRO") and is registered
under the laws of any jurisdiction in which the Sub-Adviser is required to
be registered as an investment adviser in order to perform its obligations
under this Agreement, and will continue to be so registered for so long as
this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or
the Advisers Act from performing the services contemplated by this
Agreement; (iii) has met, and will continue to meet for so long as this
Agreement remains in effect, any other applicable Federal or State
requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency, necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the authority to enter into and
perform the services contemplated by this Agreement; (v) will immediately
notify the Adviser in writing of the occurrence of any event that would
disqualify the Sub-Adviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940 Act or otherwise;
and (vi) will immediately notify the Adviser in writing of any change of
control of the Sub-Adviser or any parent of the Sub-Adviser resulting in an
"assignment" of this Agreement.
(b) It will maintain, keep current and preserve on behalf of WGS, in the manner
and for the periods of time required or permitted by the 1940 Act and the
rules, regulations and orders thereunder and the Advisers Act and the rules,
regulations and orders thereunder, records relating to investment
transactions made by the Sub-Adviser for WGS as may be reasonably requested
by the Adviser or WGS from time to time. The Sub-Adviser agrees that such
records are the property of WGS, and will be surrendered to WGS promptly
upon request; PROVIDED, HOWEVER, that the Sub-Adviser may retain copies of
such records for archival purposes as required by IMRO.
(c) The Sub-Adviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and, if it has not already
done so, will provide the Adviser and the Trust with a copy of such code of
ethics, and upon any amendment to such code of ethics, promptly provide such
amendment. At least annually the Sub-Adviser will provide the Trust and the
Adviser with a certificate signed by the chief compliance officer (or the
person performing such function) of the Sub-Adviser certifying, to the best
of his or her knowledge, compliance with the code of ethics during the
immediately preceding twelve (12) month period, including any material
violations of or amendments to the code of ethics or the administration
thereof.
(d) It has provided the Adviser and the Trust with a copy of its Form ADV as
most recently filed with the Securities and Exchange Commission (the "SEC")
and will, promptly after filing any amendment to its Form ADV with the SEC,
furnish a copy of such amendment to the Adviser and the Trust.
13. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall become
effective on the date first above written and shall govern the relations between
the parties hereto thereafter, and shall remain in force until May 1, 1998 and
each year thereafter but only so long as its continuance is "specifically
approved at least annually" (a) by the vote of a majority of the Trustees of the
Trust who are not "interested persons" of the Trust or of the Adviser or of the
Sub-Adviser at a meeting specifically called for the purpose of voting on such
approval, and (b) by the Board of Trustees of the Trust, or by "vote of a
majority of the outstanding voting securities" of WGS. This Agreement may be
terminated at any time without the payment of any penalty by the Trustees of the
Trust, by "vote of a majority of the outstanding voting securities" of WGS or by
the Adviser, on not more than sixty days nor less than thirty days written
notice, or by the Sub-Adviser on not more than ninety days nor less than sixty
days written notice. This Agreement shall automatically terminate in the event
of its "assignment" or in the event that the Advisory Agreement shall have
terminated for any reason.
C-4
<PAGE>
14. AMENDMENTS TO THIS AGREEMENT. This Agreement may be amended only if such
amendment is approved by "vote of a majority of the outstanding voting
securities" of WGS, by the Adviser and by the Sub-Adviser.
15. CERTAIN DEFINITIONS. The terms "specifically approved at least annually",
"vote of a majority of the outstanding voting securities", "assignment",
"control", "affiliated persons" and "interested person", when used in this
Agreement, shall have the respective meanings specified, and shall be construed
in a manner consistent with, the 1940 Act and the rules, regulations and orders
thereunder, SUBJECT, HOWEVER, to such exemptions as may be granted by the SEC
under the 1940 Act.
16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DUTY TO UPDATE INFORMATION. All
representations and warranties made by the Sub-Adviser pursuant to Section 12
hereof shall survive for the duration of this Agreement and the Sub-Adviser
shall immediately notify, but in no event later than five (5) business days, the
Adviser in writing upon becoming aware that any of the foregoing representations
and warranties are no longer true.
17. MISCELLANEOUS. This Agreement shall be governed by and construed in
accordance with the internal laws of The Commonwealth of Massachusetts. All
notices provided for by this Agreement shall be in writing and shall be deemed
given when received, against appropriate receipt, by the Sub-Adviser's Secretary
in the case of the Sub-Adviser, the Adviser's General Counsel in the case of the
Adviser, and the Trust's Secretary in the case of the Trust or WGS, or such
other person as a party shall designate by notice to the other parties. This
Agreement constitutes the entire agreement among the parties hereto and
supersedes any prior agreement among the parties relating to the subject matter
hereof. The section headings of this Agreement are for convenience of reference
and do not constitute a part hereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered in their names and on their behalf by the undersigned, thereunto duly
authorized, and their respective seals to be hereto affixed, all as of the day
and year first written above.
MASSACHUSETTS FINANCIAL
SERVICES COMPANY
By:
--------------------------------------
Jeffrey L. Shames
President
FOREIGN & COLONIAL
MANAGEMENT LIMITED
By:
--------------------------------------
James Ogilvy
By:
--------------------------------------
Jonathan Lubran
C-5
<PAGE>
The foregoing is hereby agreed to:
A copy of the Declaration of Trust of the Trust is on file with the Secretary of
State of The Commonwealth of Massachusetts. The parties hereto acknowledge that
the obligations of or arising out of this instrument are not binding upon any of
the Trust's trustees, officers, employees, agents or shareholders individually,
but are binding solely upon the assets and property of the Trust in accordance
with its proportionate interest hereunder. If this instrument is executed by the
Trust on behalf of one or more series of the Trust, the parties hereto
acknowledge that the assets and liabilities of each series of the Trust are
separate and distinct and that the obligations of or arising out of this
instrument are binding solely upon the assets or property of the series on whose
behalf the Trust has executed this instrument. If the Trust has executed this
instrument on behalf of more than one series of the Trust, the parties hereto
also agree that the obligations of each series hereunder shall be several and
not joint, in accordance with its proportionate interest hereunder, and the
parties hereto agree not to proceed against any series for the obligations of
another series.
MFS/SUN LIFE SERIES TRUST, on behalf of the
WORLD GROWTH SERIES
By:
- - - ----------------------------------------
John D. McNeil
Chairman
C-6
<PAGE>
APPENDIX D
FORM OF
SUB-INVESTMENT ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT, dated this 1st day of May, 1996, by and between FOREIGN
& COLONIAL MANAGEMENT LIMITED, a company incorporated under the laws of England
and Wales (the "Sub-Adviser"), and FOREIGN & COLONIAL EMERGING MARKETS LIMITED,
a company incorporated under the laws of England and Wales ("FCEM").
WITNESSETH:
WHEREAS, Massachusetts Financial Services Company (the "Adviser") provides
the World Growth Series ("WGS"), a series of MFS/Sun Life Series Trust (the
"Trust"), an open-end investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), business services pursuant to the
terms and conditions of an investment advisory agreement dated October 29, 1993
(the "Advisory Agreement") between the Adviser and the Trust, on behalf of the
WGS;
WHEREAS, the Sub-Adviser provides services to the Adviser pursuant to the terms
and conditions of a sub-advisory agreement dated the date hereof (the "FCM
Sub-Advisory Agreement") between the Adviser and the Sub-Adviser; and
WHEREAS, FCEM is willing to provide services to the Sub-Adviser on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
parties hereto as herein set forth, the parties covenant and agree as follows:
1. DUTIES OF FCEM. FCEM will furnish the Sub-Adviser with information and
advice, including advice on the allocation of investments among emerging market
countries or regions, relating to such portion of WGS's assets as the Adviser,
Sub-Adviser and FCEM shall from time to time mutually designate (the "Designated
Assets"). Subject to the supervision of the Trustees of the Trust, the Adviser
and the Sub-Adviser, FCEM will: (a) manage the Designated Assets on behalf of
WGS in accordance with WGS's investment objective, policies and limitations as
stated in the Trust's then current Prospectus (the "Prospectus") and Statement
of Additional Information (the "Statement"), and the Trust's Declaration of
Trust dated February 15, 1985 and By-Laws, each as amended from time to time
(respectively, the "Declaration" and the "By-Laws") and in compliance with the
1940 Act and the rules, regulations and orders thereunder; (b) make investment
decisions with respect to the Designated Assets; (c) place purchase and sale
orders for portfolio transactions with respect to the Designated Assets; (d)
manage otherwise uninvested cash assets with respect to the Designated Assets;
(e) as the agent of WGS, give instructions (including trade tickets) to the
custodian and any sub-custodian of WGS as to deliveries of securities, transfers
of currencies and payments of cash with respect to the Designated Assets (FCEM
shall promptly notify the Adviser and the Sub-Adviser of such instructions); (f)
employ professional portfolio managers to provide research services to WGS; (g)
attend periodic meetings of the Board of Trustees of the Trust and (h) obtain
all the registrations, qualifications and consents, on behalf of WGS, which are
necessary for WGS to purchase and sell assets in each jurisdiction (other than
the United States) in which the Designated Assets are to be invested (FCEM shall
promptly provide the Adviser and the Sub-Adviser with copies of any such
registrations, qualifications and consents). In providing these services, FCEM
will furnish continuously an investment program with respect to the Designated
Assets. FCEM shall be responsible for monitoring WGS's compliance with the
Prospectus, the Statement, the Declaration, the By-Laws and the 1940 Act and the
rules, regulations and orders thereunder and in monitoring such compliance FCEM
shall do so in the functional currency of WGS. FCEM shall only be responsible
for compliance with the above-mentioned restrictions in regards to the
Designated
D-1
<PAGE>
Assets. The Sub-Adviser agrees to provide FCEM with such assistance as may be
reasonably requested by FCEM in connection with its activities under this
Agreement, including, without limitation, information concerning WGS, its funds
available, or to become available, for investment and generally as to the
conditions of the Fund's affairs.
Should the Trustees of the Trust or the Adviser and the Sub-Adviser at any time
make any determination as to investment policy and notify FCEM thereof in
writing, FCEM shall be bound by such determination for the period, if any,
specified in such notice or until notified that such determination has been
revoked. Further, the Adviser and the Sub-Adviser or the Trustees of the Trust
may at any time, upon written notice to FCEM, suspend or restrict the right of
FCEM to determine what assets of WGS shall be purchased or sold and what
portion, if any, of WGS's assets shall be held uninvested. It is understood that
the Adviser and the Sub-Adviser undertake to discuss with FCEM any such
determinations of investment policy and any such suspensions or restrictions on
the right of FCEM to determine what assets of WGS shall be purchased or sold or
held uninvested, prior to the implementation thereof.
2. EXECUTION OF CERTAIN DOCUMENTS. Subject to any other written instructions of
the Adviser, the Sub-Adviser and the Trustees of the Trust, FCEM is hereby
appointed the Sub-Adviser's and the Trust's agent and attorney-in-fact to
execute account documentation, agreements, contracts and other documents as FCEM
shall be requested by brokers, dealers, counterparties and other persons in
connection with its management of the Designated Assets.
3. BROKERAGE. In connection with the selections of brokers, dealers or other
entities and the placing of orders for the purchase and sale of portfolio
investments for WGS with respect to the Designated Assets, FCEM is directed to
seek for WGS execution at the most favorable price by responsible brokerage
firms at reasonably competitive commission rates. In fulfilling this
requirement, FCEM shall not be deemed to have acted unlawfully or to have
breached any duty, created by this Agreement or otherwise, solely by reason of
its having caused WGS to pay a broker, dealer or other entity an amount of
commission for effecting a securities transaction in excess of the amount of
commission another broker, dealer or other entity would have charged for
effecting that transaction, if FCEM determined in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services (within the meaning of Section 28(e) of the Securities Exchange Act of
1934, as amended) provided by such broker, dealer or other entity, viewed in
terms of either that particular transaction or FCEM's overall responsibilities
with respect to WGS and to other clients of FCEM as to which FCEM exercises
investment discretion.
4. REPORTS. FCEM shall furnish to the Trustees of the Trust, the Adviser or the
Sub-Adviser, or all of them, as may be appropriate, quarterly reports of its
activities on behalf of WGS, as required by applicable law or as otherwise
requested from time to time by the Trustees of the Trust, the Adviser or the
Sub-Adviser, and such additional information, reports, evaluations, analyses and
opinions as the Trustees of the Trust, the Adviser or the Sub-Adviser, as
appropriate, may request from time to time.
5. SERVICES TO OTHER COMPANIES OR ACCOUNTS. On occasions when FCEM deems the
purchase or sale of a security to be in the best interest of WGS as well as
other clients, FCEM, to the extent permitted by applicable laws and regulations,
may, but shall be under no obligation to, aggregate the securities to be so
purchased or sold in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. In such event, allocation of the securities
so purchased or sold, as well as the expenses incurred in the transaction will
be made by FCEM in the manner it considers to be the most equitable. FCEM agrees
to allocate similarly opportunities to sell or otherwise dispose of securities
among WGS and other clients of FCEM.
6. COMPENSATION OF FCEM. For the services to be rendered by FCEM under this
Agreement, the Sub-Adviser shall pay to FCEM compensation, computed and paid
monthly in arrears, at a rate of 1.00% per annum of the average daily net asset
value of the Designated Assets. If FCEM shall serve for less than the whole of
any month, the compensation payable to FCEM with respect to WGS will be
prorated. FCEM will pay its expenses incurred in performing its duties under
this Agreement. Neither the Trust, the Adviser nor WGS shall be liable to FCEM
for the compensation of FCEM. For the purpose of determining fees payable to
FCEM,
D-2
<PAGE>
the value of WGS's net assets shall be computed at the times and in the manner
specified in the Prospectus and/or Statement. In the event that the Sub-Adviser
reduces its management fee payable under the FCM Sub-Advisory Agreement in order
to comply with the expense limitations of a State securities commission or
otherwise (but not a voluntary reduction), FCEM agrees to reduce its fee payable
under this Agreement by a pro rata amount.
7. LIMITATION OF LIABILITY OF FCEM. FCEM shall not be liable for any error of
judgment or mistake of law or for any loss arising out of any investment or for
any act or omission in the execution and management of WGS, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties and
obligations hereunder. The Trust, on behalf of WGS, may enforce any obligations
of FCEM under this Agreement and may recover directly from FCEM for any
liability it may have to WGS.
8. ACTIVITIES OF FCEM. The services of FCEM to WGS are not deemed to be
exclusive, FCEM being free to render investment advisory and/or other services
to others. It is understood that the Trustees, officers and shareholders of the
Trust, WGS, the Adviser or the Sub-Adviser are or may become interested in FCEM
or any person controlling, controlled by or under common control with FCEM, as
trustees, officers, employees or otherwise and that trustees, officers and
employees of FCEM or any person controlling, controlled by or under common
control with FCEM may become similarly interested in the Trust, WGS, the Adviser
or the Sub-Adviser and that FCEM may be or become interested in WGS as a
shareholder or otherwise.
9. COVENANTS OF FCEM. FCEM agrees that it (a) will not deal with itself,
"affiliated persons" of FCEM, the Sub-Adviser, the Trustees of the Trust or
WGS's distributor, as principals, agents, brokers or dealers in making purchases
or sales of securities or other property for the account of WGS, except as
permitted by the 1940 Act and the rules, regulations and orders thereunder and
subject to the prior written approval of the Adviser, (b) will not take a long
or short position in the shares of WGS except as permitted by the Declaration
and (c) will comply with all other provisions of the Declaration and the By-Laws
and the then-current Prospectus and Statement relative to FCEM and its trustees,
officers, employees and affiliates.
10. REPRESENTATIONS, WARRANTIES AND ADDITIONAL AGREEMENTS OF FCEM. FCEM
represents, warrants and agrees that:
(a) It: (i) is registered as an investment adviser under the U.S. Investment
Advisers Act of 1940 (the "Advisers Act"), is authorized to undertake
investment business in the United Kingdom by virtue of its membership in the
Investment Management Regulatory Organisation ("IMRO") and is registered
under the laws of any jurisdiction in which FCEM is required to be
registered as an investment adviser in order to perform its obligations
under this Agreement, and will continue to be so registered for so long as
this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or
the Advisers Act from performing the services contemplated by this
Agreement; (iii) has met, and will continue to meet for so long as this
Agreement remains in effect, any other applicable Federal or State
requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency, necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the authority to enter into and
perform the services contemplated by this Agreement; (v) will immediately
notify the Adviser and the Sub-Adviser in writing of the occurrence of any
event that would disqualify FCEM from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940 Act or otherwise;
and (vi) will immediately notify the Adviser and the Sub-Adviser in writing
of any change of control of FCEM or any parent of FCEM resulting in an
"assignment" of this Agreement.
(b) It will maintain, keep current and preserve on behalf of WGS, in the manner
and for the periods of time required or permitted by the 1940 Act and the
rules, regulations and orders thereunder and the Advisers Act and the rules,
regulations and orders thereunder, records relating to investment
transactions made by FCEM for WGS as may be reasonably requested by the
Adviser or WGS from time to time. FCEM agrees that such records are the
property of WGS, and will be surrendered to WGS promptly upon request;
PROVIDED, HOWEVER, that FCEM may retain copies of such records for archival
purposes as required by IMRO.
D-3
<PAGE>
(c) It has adopted a written code of ethics complying with the requirements of
Rule 17j-1 under the 1940 Act and, if it has not already done so, will
provide the Adviser, the Sub-Adviser and the Trust with a copy of such code
of ethics, and upon any amendment to such code of ethics, promptly provide
such amendment. At least annually FCEM will provide the Trust, the
Sub-Adviser and the Adviser with a certificate signed by the chief
compliance officer (or the person performing such function) of FCEM
certifying, to the best of his or her knowledge, compliance with the code of
ethics during the immediately preceding twelve (12) month period, including
any material violations of or amendments to the code of ethics or the
administration thereof.
(d) It has provided the Adviser, the Sub-Adviser and the Trust with a copy of
its Form ADV as most recently filed with the Securities and Exchange
Commission (the "SEC") and will, promptly after filing any amendment to its
Form ADV with the SEC, furnish a copy of such amendment to the Adviser, the
Sub-Adviser and the Trust.
11. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall become
effective on the date first above written and shall govern the relations between
the parties hereto thereafter, and shall remain in force until May 1, 1998 and
each year thereafter but only so long as its continuance is "specifically
approved at least annually" (a) by the vote of a majority of the Trustees of the
Trust who are not "interested persons" of the Trust, the Adviser, the
Sub-Adviser or FCEM at a meeting specifically called for the purpose of voting
on such approval, and (b) by the Board of Trustees of the Trust, or by "vote of
a majority of the outstanding voting securities" of WGS. This Agreement may be
terminated at any time without the payment of any penalty by the Trustees of the
Trust, by "vote of a majority of the outstanding voting securities" of WGS or by
the Adviser or the Sub-Adviser, on not more than sixty days nor less than thirty
days written notice, or by FCEM on not more than ninety days nor less than sixty
days written notice. This Agreement shall automatically terminate in the event
of its "assignment" or in the event that the FCM Sub-Advisory Agreement or the
Advisory Agreement shall have terminated for any reason.
12. AMENDMENTS TO THIS AGREEMENT. This Agreement may be amended only if such
amendment is approved by "vote of a majority of the outstanding voting
securities" of WGS, by the Adviser, by the Sub-Adviser and by FCEM.
13. CERTAIN DEFINITIONS. The terms "specifically approved at least annually",
"vote of a majority of the outstanding voting securities", "assignment",
"control", "affiliated person" and "interested person", when used in this
Agreement, shall have the respective meanings specified, and shall be construed
in a manner consistent with, the 1940 Act and the rules, regulations and orders
thereunder, SUBJECT, HOWEVER, to such exemptions as may be granted by the SEC
under the 1940 Act.
14. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DUTY TO UPDATE INFORMATION. All
representations and warranties made by FCEM pursuant to Section 9 hereof shall
survive for the duration of this Agreement and FCEM shall immediately notify,
but in no event later than five (5) business days, the Adviser and the
Sub-Adviser in writing upon becoming aware that any of the foregoing
representations and warranties are no longer true.
15. MISCELLANEOUS. This Agreement shall be governed by and construed in
accordance with the internal laws of The Commonwealth of Massachusetts. All
notices provided for by this Agreement shall be in writing and shall be deemed
given when received, against appropriate receipt, by the Sub-Adviser's Secretary
in the case of the Sub-Adviser, by the Adviser's General Counsel in the case of
the Adviser, by FCEM's Secretary in the case of FCEM and by the Trust's
Secretary in the case of the Trust WGS, or such other person as a party shall
designate by notice to the other parties. This Agreement constitutes the entire
agreement among the parties hereto and supersedes any prior agreement among the
parties relating to the subject matter hereof. The section headings of this
Agreement are for convenience of reference and do not constitute a part hereof.
D-4
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered in their names and on their behalf by the undersigned, thereunto duly
authorized, and their respective seals to be hereto affixed, all as of the day
and year first written above.
FOREIGN & COLONIAL
MANAGEMENT LIMITED
By:
--------------------------------------
James Ogilvy
By:
--------------------------------------
Jonathan Lubran
FOREIGN & COLONIAL
EMERGING MARKETS
LIMITED
By:
--------------------------------------
Audley Twiston Davies
By:
--------------------------------------
Karen Clarke
D-5
<PAGE>
The foregoing is hereby agreed to:
A copy of the Declaration of Trust of the Trust is on file with the Secretary of
State of The Commonwealth of Massachusetts. The parties hereto acknowledge that
the obligations of or arising out of this instrument are not binding upon any of
the Trust's trustees, officers, employees, agents or shareholders individually,
but are binding solely upon the assets and property of the Trust in accordance
with its proportionate interest hereunder. If this instrument is executed by the
Trust on behalf of one or more series of the Trust, the parties hereto
acknowledge that the assets and liabilities of each series of the Trust are
separate and distinct and that the obligations of or arising out of this
instrument are binding solely upon the assets or property of the series on whose
behalf the Trust has executed this instrument. If the Trust has executed this
instrument on behalf of more than one series of the Trust, the parties hereto
also agree that the obligations of each series hereunder shall be several and
not joint, in accordance with its proportionate interest hereunder, and the
parties hereto agree not to proceed against any series for the obligations of
another series.
MFS/SUN LIFE SERIES TRUST, on behalf of the
WORLD GROWTH SERIES
By:
- - - ----------------------------------------
John D. McNeil
Chairman
MASSACHUSETTS FINANCIAL SERVICES
COMPANY
By:
- - - ----------------------------------------
Jeffrey L. Shames
President
D-6
<PAGE>
P
R
O
X
Y
By signing and dating the lower portion of this card, you authorize the proxies
to vote each proposal as marked, or, if not marked, to vote "FOR" each proposal
and to use their discretion to vote any other matter as may come before the
Meeting. If you do not intend personally to attend the Meeting, please complete,
detach and mail this card at once in the enclosed envelope.
MFS/SUN LIFE SERIES TRUST
WORLD GROWTH SERIES
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR A MEETING OF SHAREHOLDERS
The undersigned hereby appoints John D. McNeil, David D. Horn and Bonnie S.
Angus, and each of them, proxies with several powers of substitution, to vote
for the undersigned at a Meeting of Shareholders of the World Growth Series of
MFS/ Sun Life Series Trust, to be held at the offices of SunLife Assurance
Company of Canada, One SunLife Executive Park, Wellesley Hills, Massachusetts,
on April 29, 1996, notice of which meeting and the proxy statement accompanying
the same having been received by the undersigned, or at any adjournment thereof,
upon the following matters as described in the notice of Meeting and
accompanying proxy statement, according to the number of votes and as fully as
the undersigned would be entitled to vote if personally present, hereby revoking
any prior proxy or proxies. If more than one of the above-named proxies shall be
present in person or by substitute, a majority of the proxies so present and
voting shall have and may exercise all the powers hereby granted. Please sign
and return as soon as possible but in any event by April 29, 1996.
(Continued and to be signed on the reverse side)
<PAGE>
MFS/SUN LIFE SERIES TRUST
WORLD GROWTH SERIES
SAID PROXIES WILL VOTE THIS PROXY AS DIRECTED, OR IF NO DIRECTION IS INDICATED,
FOR ITEM 1 UNLESS AUTHORITY TO DO SO IS SPECIFICALLY WITHHELD IN THE MANNER
PROVIDED, AND WILL USE THEIR DISCRETION WITH RESPECT TO ANY OTHER MATTERS THAT
MAY COME BEFORE THE MEETING.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR ITEM 1
<TABLE>
<C> <C> <S>
VOTE ON PROPOSAL 1 To approve two new Sub-Investment Advisory Agreements, one between Massachusetts
FOR / / Financial Services Company ("MFS") and Foreign & Colonial Management Limited
AGAINST / / ("FCM"), and the other between FCM and its subsidiary, Foreign & Colonial Emerging
ABSTAIN / / Markets Limited, containing substantially the same terms and conditions as the
current Sub-Investment Advisory Agreement between MFS and Batterymarch Financial
Management, Inc., to become effective on or about May 1, 1996.
</TABLE>
________________________________________
SIGNATURE
__________________________________________
SIGNATURE (JOINT OWNERS) DATE
Please sign name or names exactly as printed above to authorize the voting of
your shares as indicated above. Where shares are registered with joint owners,
all joint owners should sign. Persons signing as executors, administrators,
trustees, etc. should so indicate. Corporate proxies should be signed by an
authorized officer.
<PAGE>
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02181
April 3, 1996
Dear Contract Owner/Participant:
A meeting of shareholders in the World Growth Series of MFS/Sun Life Series
Trust ("WGS") will be held at the offices of Sun Life Assurance Company of
Canada, One Sun Life Executive Park, Wellesley Hills, Massachusetts on April 29,
1996 at 9:30 a.m.
All or part of the variable portion of your Regatta Gold contract is invested in
shares of WGS. Although you are not a shareholder of WGS, you do have the right
to instruct Sun Life Assurance Company of Canada (U.S.), issuer of the Contract,
as to the manner in which the number of shares of WGS attributable to your
Contract should be voted. The Insurance Company will follow voting instructions
received at least one day prior to the meeting. Shares for which no timely
voting instructions are received will be voted by the Insurance Company in the
same proportion as the shares for which instructions are received from persons
having such right.
We have enclosed a copy of the Notice of Special Meeting of Shareholders and
Proxy Statement dated April 3, 1996 and a card entitled "Voting Instructions".
This card should be used to register your vote on the proposals to be acted upon
at the meeting.
YOUR VOTE ON THESE MATTERS IS IMPORTANT. PLEASE COMPLETE THE VOTING INSTRUCTIONS
CARD AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED IN ORDER TO ENSURE THAT ALL
SHARES ATTRIBUTABLE TO YOUR CONTRACT ARE VOTED BY THE INSURANCE COMPANY.
Sincerely,
John D. McNeil
Chairman
Reg Gold
<PAGE>
Sun Life Insurance and Annuity Company of New York
80 Broad Street
New York, New York 10004
April 3, 1996
Dear Contract Owner:
A meeting of shareholders in the World Growth Series of MFS/Sun Life Series
Trust ("WGS") will be held at the offices of Sun Life Assurance Company of
Canada, One Sun Life Executive Park, Wellesley Hills, Massachusetts on April 29,
1996 at 9:30 a.m.
All or part of the variable portion of your Regatta-N.Y. contract is invested in
shares of WGS. Although you are not a shareholder of WGS, you do have the right
to instruct Sun Life Insurance and Annuity Company of New York, issuer of the
Contract, as to the manner in which the number of shares of WGS attributable to
your Contract should be voted. The Insurance Company will follow voting
instructions received at least one day prior to the meeting. Shares for which no
timely voting instructions are received will be voted by the Insurance Company
in the same proportion as the shares for which instructions are received from
persons having such right.
We have enclosed a copy of the Notice of Special Meeting of Shareholders and
Proxy Statement dated April 3, 1996 and a card entitled "Voting Instructions".
This card should be used to register your vote on the proposals to be acted upon
at the meeting.
YOUR VOTE ON THESE MATTERS IS IMPORTANT. PLEASE COMPLETE THE VOTING INSTRUCTIONS
CARD AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED IN ORDER TO ENSURE THAT ALL
SHARES ATTRIBUTABLE TO YOUR CONTRACT ARE VOTED BY THE INSURANCE COMPANY.
Sincerely,
John D. McNeil
Chairman
Reg NY
<PAGE>
MFS/SUN LIFE SERIES TRUST VOTING INSTRUCTIONS
WORLD GROWTH SERIES
INSTRUCTIONS OF VARIABLE CONTRACT PARTICIPANT
FOR VOTING SHARES OF THE WORLD GROWTH SERIES
THE BALLOT FOR WHICH VOTING INSTRUCTIONS ARE BEING REQUESTED IS SOLICITED BY THE
BOARD OF TRUSTEES OF MFS/ SUN LIFE SERIES TRUST.
The undersigned, being a Participant under a variable annuity contract issued by
Sun Life Assurance Company of Canada (U.S.) or Sun Life Insurance and Annuity
Company of New York (the "Insurance Company"), hereby instructs the Insurance
Company to cause the shares of the World Growth Series of MFS/Sun Life Series
Trust allocable to Participant's account identified on the reverse side hereof
to be voted in the manner specified below with respect to the matter described
in the accompanying proxy statement.
<TABLE>
<C> <S>
FOR / / AGAINST / / ABSTAIN / / To approve two new sub-investment advisory agreements, one between Massachusetts Financial
Services Company ("MFS") and Foreign & Colonial Management Limited ("FCM"), and the other
between FCM and its subsidiary, Foreign & Colonial Emerging Markets Limited, containing
substantially the same terms and conditions as the current sub-investment advisory agreement
between MFS and Batterymarch Financial Management, Inc., to become effective on or about May
1, 1996.
</TABLE>
<PAGE>
(CONTINUED FROM OTHER SIDE)
THE INSURANCE COMPANY WILL FOLLOW VOTING INSTRUCTIONS ONLY IF THEY ARE RECEIVED
AT LEAST ONE DAY PRIOR TO THE DATE OF THE MEETING. IF NO INSTRUCTIONS ARE
SPECIFIED THE INSURANCE COMPANY WILL VOTE THE SHARES IN THE SAME PROPORTION AS
THE SHARES FOR WHICH INSTRUCTIONS ARE RECEIVED FROM PERSONS HAVING SUCH RIGHT.
Dated: ____________________________, 1996
_________________________________________
(Signature of Contract Owner/Participant)
Please date and sign exactly as name
appears hereon. Executors, administrators,
trustees, etc. should so indicate when
signing.
PLEASE MARK, SIGN, DATE AND RETURN THE
VOTING INSTRUCTIONS CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
