<PAGE>
As filed with the Securities and Exchange Commission on May 1, 2000
1933 Act File No. 2-83616
1940 Act File No. 811-3732
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 26
AND
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 30
MFS/SUN LIFE SERIES TRUST
(Exact Name of Registrant as Specified in Charter)
500 Boylston, Street, Boston, Massachusetts 02116
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (617) 954-5000
Stephen E. Cavan, Massachusetts Financial Services Company
500 Boylston Street, Boston, Massachusetts 02116
(Name and Address of Agent for Service)
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
It is proposed that this filing will become effective (check appropriate box)
|_| immediately upon filing pursuant to paragraph (b)
|_| on [date] pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(i)
|_| on [date] pursuant to paragraph (a)(i)
|X| 75 days after filing pursuant to paragraph (a)(ii)
|_| on [date] pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
==============================================================================
<PAGE>
SUPPLEMENT DATED JUNE 19, 2000 TO THE CURRENT PROSPECTUS
OF
MFS/SUN LIFE SERIES TRUST (THE "SERIES FUND")
THIS SUPPLEMENT DESCRIBES A NEW SERIES OF THE SERIES FUND -- THE TECHNOLOGY
SERIES -- AND SUPPLEMENTS CERTAIN INFORMATION IN THE SERIES FUND'S PROSPECTUS
DATED MAY 1, 2000. THE CAPTION HEADINGS USED IN THIS SUPPLEMENT CORRESPOND
WITH THE CAPTION HEADINGS USED IN THE PROSPECTUS. INFORMATION WHICH IS NOT
SUPPLEMENTED APPLIES EQUALLY TO THE TECHNOLOGY SERIES.
------------------
I EXPENSE SUMMARY -- BEGINNING ON PAGE 1
------------------
o EXPENSE TABLE
This table describes the expenses that you may pay when you hold shares of
the series. These fees and expenses do not take into account the fees and
expenses imposed under the Variable Contracts through which an investment
in the series is made. The table is supplemented as follows:
ANNUAL OPERATING EXPENSES (expenses that are deducted from the series'
assets):
..........................................................................
TECHNOLOGY
SERIES
--------
Management Fee .................................................. 0.75%
Other Expenses(1) ............................................... 0.28%
-----
Total Annual Series Operating Expenses(1) ....................... 1.03%
Fee Waivers/Expense Reimbursement(2) ........................ (0.03)%
------
Net Expenses(1) ............................................. 1.00%
- ----------
(1) The series has an expense offset arrangement which reduces its
custodian fee based upon the amount of cash maintained by the series
with its custodian and dividend disbursing agent. The series may enter
into other similar arrangements and directed brokerage arrangements,
which would also have the effect of reducing the series' expenses. The
series expenses do not take into account these expense reductions, and
therefore do not represent the actual expenses of the series.
(2) MFS has contractually agreed to bear the series' expenses such that
"Other Expenses" do not exceed 0.25% annually. This contractual
arrangement will continue until at least May 1, 2001, unless modified
with the consent of the board of trustees, which oversees the series.
o EXAMPLE OF EXPENSES
The "Example of Expenses" table is intended to help you compare the cost
of investing in the series with the cost of investing in other mutual
funds.
The example assumes that:
o You invest $10,000 in the series for the time periods indicated and you
redeem your shares at the end of the time periods;
o Your investment has a 5% return each year and dividends and other
distributions are reinvested; and
o The series' operating expenses remain the same, except that the series'
total operating expenses are assumed to be the series' "Net Expenses" for
the first year, and the series' "Total Annual Series Operating Expenses"
for subsequent years (see table above).
The table is supplemented as follows:
Although your actual costs may be higher or lower, under these assumptions
your costs would be:
YEAR 1 YEAR 3
----------------------------------------------------------------------------
Technology Series $102 $325
<PAGE>
-----------------------
II RISK RETURN SUMMARY -- BEGINNING ON PAGE 4
-----------------------
THIS SECTION OF THE PROSPECTUS IS SUPPLEMENTED AS FOLLOWS:
28: TECHNOLOGY SERIES
..............................................................................
o INVESTMENT OBJECTIVE
The series' investment objective is capital appreciation. The series'
objective may be changed without shareholder approval.
o PRINCIPAL INVESTMENT POLICIES
The series invests, under normal market conditions, at least 65% of its
total assets in common stocks and related securities, such as preferred
stock, convertible securities and depositary receipts, of companies that
the series' investment adviser, MFS, believes have above average growth
potential and will benefit from technological advances and improvements.
These companies are in fields such as:
o Computer software and hardware
o Semiconductors
o Minicomputers
o Peripheral equipment
o Scientific instruments
o Telecommunications
o Pharmaceuticals
o Environmental services
o Chemicals
o Synthetic materials
o Defense and commercial electronics
o Data storage and retrieval
o Biotechnology
o Health care and medical supplies.
The series will invest in technology companies of any size including
smaller, lesser known companies that are in the developing stages of their
life cycle and offer the potential for accelerated earnings or revenue
growth (emerging growth companies).
MFS uses a bottom-up, as opposed to a top-down, investment style in
managing the equity-oriented series (such as the series) it advises. This
means that securities are selected based upon fundamental analysis (such
as an analysis of earnings, cash flows, competitive position and
management's abilities) performed by the series' portfolio manager and
MFS' large group of equity research analysts. The series' investments may
include securities listed on a securities exchange or traded in the over-
the-counter markets.
The series may invest in other securities that the adviser believes offer
an opportunity for capital appreciation. These securities may include
fixed income securities, including lower rated bonds, when relative values
make such purchases attractive. Lower rated bonds, commonly referred to as
junk bonds, are bonds assigned low credit ratings by credit agencies or
which are unrated and considered by MFS to be comparable to lower rated
bonds. The series may also invest in foreign securities (including
emerging market securities) and may have exposure to foreign currencies
through its investment in these securities, its direct holdings of foreign
currencies or through its use of foreign currency exchange contracts for
the purchase or sale of a fixed quantity of foreign currency at a future
date.
The series may also engage in short sales where the series borrows a
security it does not own and then sells it in anticipation of a fall in
the security's price. In a short sale, the series must replace the
security it borrowed by purchasing the security at its market value at the
time of replacement. The series may also engage in short sales "against
the box" where the series owns or has the right to obtain, at no
additional cost, the securities that are sold short.
The series may engage in active and frequent trading to achieve its
principal investment strategies.
o PRINCIPAL RISKS OF AN INVESTMENT
The principal risks of investing in the series and the circumstances
reasonably likely to cause the value of your investment in the series to
decline are described below. The share price of the series generally
changes daily based on market conditions and other factors. Please note
that there are many circumstances which could cause the value of your
investment in the series to decline, and which could prevent the series
from achieving its objective, that are not described here.
The principal risks of investing in the series are:
o Market Risk: This is the risk that the price of a security held by the
series will fall due to changing economic, political or market conditions
or disappointing earnings results.
o Technology Companies Risks:
> Company Risk: Companies in the technology industry face special risks.
For example, their products may fall out of favor or become obsolete
in relatively short periods of time. Also, many of their products may
not become commercially successful. Therefore, investments in the
stocks of technology companies can be volatile.
> Concentration Risk: The series' investment performance will be closely
tied to the performance of companies in a limited number of
industries. Companies in a single industry often are faced with the
same obstacles, issues and regulatory burdens, and their securities
may react similarly and more in unison to these or other market
conditions. These price movements may have a larger impact on the
series than on a fund with a more broadly diversified portfolio.
o Effect of IPOs: The series may participate in the initial public offering
("IPO") market, and a significant portion of the series' returns may be
attributable to its investment in IPO's which may have a magnified
investment performance impact during the periods when the series has a
small asset base. Like any past performance, there is no assurance that,
as the series' assets grow, it will continue to experience substantially
similar performance by investment in IPOs.
o Emerging Growth and Growth Companies Risk: Investments in emerging growth
and growth companies may be subject to more abrupt or erratic market
movements and may involve greater risks than investments in other
companies. In addition, emerging growth companies often:
> have limited product lines, markets and financial resources
> are dependent on management by one or a few key individuals
> have shares which suffer steeper than average price declines after
disappointing earnings reports and are more difficult to sell at
satisfactory prices.
o Small Cap Companies Risk: Investments in small cap companies tend to
involve more risk and be more volatile than investments in larger
companies. Small cap companies may be more susceptible to market declines
because of their limited product lines, financial and management
resources, markets and distribution channels. Their shares may be more
difficult to sell at satisfactory prices during market declines.
o Over-the-Counter Risk: Over-the-counter (OTC) transactions involve risks
in addition to those incurred by transactions in securities traded on
exchanges. OTC- listed companies may have limited product lines, markets
or financial resources. Many OTC stocks trade less frequently and in
smaller volume than exchange-listed stocks. The values of these stocks may
be more volatile than exchange-listed stocks, and the series may
experience difficulty in purchasing or selling these securities at a fair
price.
o Short Sales Risk: The series will suffer a loss if it sells a security
short and the value of the security rises rather than falls. Because the
series must purchase the security it borrowed in a short sale at
prevailing market rates, the potential loss may be greater for a short
sale than for a short sale "against the box" and is potentially unlimited.
o Foreign Markets Risk: Investing in foreign securities involves risks
relating to political, social and economic developments abroad, as well as
risks resulting from the differences between the regulations to which U.S.
and foreign issuers and markets are subject:
> These risks may include the seizure by the government of company
assets, excessive taxation, withholding taxes on dividends and
interest, limitations on the use or transfer of portfolio assets, and
political or social instability.
> Enforcing legal rights may be difficult, costly and slow in foreign
countries, and there may be special problems enforcing claims against
foreign governments.
> Foreign companies may not be subject to accounting standards or
governmental supervision comparable to U.S. companies, and there may
be less public information about their operations.
> Foreign markets may be less liquid and more volatile than U.S.
markets.
> Foreign securities often trade in currencies other than the U.S.
dollar, and the series may directly hold foreign currencies and
purchase and sell foreign currencies through forward exchange
contracts. Changes in currency exchange rates will affect the series'
net asset value, the value of dividends and interest earned, and gains
and losses realized on the sale of securities. An increase in the
strength of the U.S. dollar relative to these other currencies may
cause the value of the series to decline. Certain foreign currencies
may be particularly volatile, and foreign governments may intervene in
the currency markets, causing a decline in value or liquidity in the
series' foreign currency holdings. By entering into forward foreign
currency exchange contracts, the series may be required to forego the
benefits of advantageous changes in exchange rates and, in the case of
forward contracts entered into for the purpose of increasing return,
the series may sustain losses which will reduce its gross income.
Forward foreign currency exchange contracts involve the risk that the
party with which the series enters the contract may fail to perform
its obligations to the series.
o Emerging Markets Risk: Emerging markets are generally defined as countries
in the initial stages of their industrialization cycles with low per
capita income. Investments in emerging markets securities involve all of
the risks of investments in foreign securities, and also have additional
risks:
> All of the risks of investing in foreign securities are heightened by
investing in emerging markets countries.
> The markets of emerging markets countries have been more volatile than
the markets of developed countries with more mature economies. These
markets often have provided significantly higher or lower rates of
return than developed markets, and significantly greater risks, to
investors.
o Fixed Income Securities Risk:
> Interest Rate Risk: When interest rates rise, the prices of fixed
income securities in the series' portfolio will generally fall.
Conversely, when interest rates fall, the prices of fixed income
securities in the series' portfolio will generally rise.
> Maturity Risk: This interest rate risk will generally affect the price
of a fixed income security more if the security has a longer maturity.
The average maturity of the series' fixed income investments will
affect the volatility of the series' share price.
> Credit Risk: The series is subject to the risk that the issuer of a
fixed income security will not be able to pay principal and interest
when due.
> Liquidity Risk: The fixed income securities purchased by the series
may be traded in the over-the-counter market rather than on an
organized exchange and are subject to liquidity risk. This means that
they may be harder to purchase or sell at a fair price. The inability
to purchase or sell these fixed income securities at a fair price
could have a negative impact on the series' performance.
o Lower Rated Bonds Risk:
> Higher Credit Risk: Junk bonds are subject to a substantially higher
risk that the issuer will default on payments of principal and
interest than higher rated bonds.
> Higher Liquidity Risk: During recessions and periods of broad market
declines, junk bonds could become less liquid, meaning that they will
be harder to value or sell at a fair price.
o Active or Frequent Trading Risk: The series may engage in active and
frequent trading to achieve its principal investment strategies. This may
result in the realization and distribution to shareholders of higher
capital gains as compared to a series with less active trading policies,
which would increase your tax liability. Frequent trading also increases
transaction costs, which could detract from the series' performance.
o As with any mutual fund, you could lose money on your investment in the
series.
An investment in the series is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
o BAR CHART AND PERFORMANCE TABLE
The bar chart and performance table are not included because the series
had not commenced investment operations as of December 31, 1999.
<PAGE>
--------------------------------------------
III CERTAIN INVESTMENT STRATEGIES AND RISKS -- BEGINNING ON PAGE 86
--------------------------------------------
The series may invest in various types of securities and engage in various
investment techniques and practices which are not the principal focus of
the series and therefore are not described in this Supplement. The types
of securities and investment techniques and practices in which the series
may engage are identified in Appendix A to this Supplement, and are
discussed, together with their risks, in the series' Statement of
Additional Information (referred to as the SAI), which you may obtain by
contacting Sun Life Assurance Company of Canada (U.S.) Retirement Products
and Services Division (see the back cover of the prospectus for the
address and phone number).
<PAGE>
----------------------------
IV MANAGEMENT OF THE SERIES -- BEGINNING ON PAGE 87
----------------------------
o INVESTMENT ADVISER
Massachusetts Financial Services Company is the series' investment
adviser, and is described in the prospectus.
o PORTFOLIO MANAGERS
This section is supplemented as follows:
<TABLE>
<CAPTION>
SERIES PORTFOLIO MANAGERS
- ------ ------------------
<S> <C>
Technology Series The series' portfolio manager is David Sette-Ducatti, a Vice President of
MFS. Mr. Sette-Ducatti has been employed in the investment management area of
MFS since 1995 and has been the manager of the series since inception.
</TABLE>
<PAGE>
----------
APPENDIX A
----------
o INVESTMENT TECHNIQUES AND PRACTICES
In pursuing its investment objective, the series may engage in the
following principal and non-principal investment techniques and practices.
Investment techniques and practices which are the principal focus of the
series are described, together with their risks, in the Risk Return
Summary of this Supplement. Both principal and non-principal investment
techniques and practices are described, together with their risks, in the
SAI.
INVESTMENT TECHNIQUES/PRACTICES
..........................................................................
SYMBOLS x permitted -- not permitted
------------------------------------------------------------------------
TECHNOLOGY
SERIES
----------
Debt Securities
Asset-Backed Securities
Collateralized Mortgage Obligations and Multiclass Pass-
Through Securities --
Corporate Asset-Backed Securities --
Mortgage Pass-Through Securities x
Stripped Mortgage-Backed Securities --
Corporate Securities x
Loans and Other Direct Indebtedness --
Lower Rated Bonds x
Municipal Bonds --
Speculative Bonds x
U.S. Government Securities x
Variable and Floating Rate Obligations --
Zero Coupon Bonds, Deferred Interest Bonds and PIK Bonds --
Equity Securities x
Foreign Securities Exposure
Brady Bonds --
Depositary Receipts x
Dollar-Denominated Foreign Debt Securities x
Emerging Markets x
Foreign Securities x
Forward Contracts x
Futures Contracts x
Indexed Securities/Structured Products x
Inverse Floating Rate Obligations --
Investment in Other Investment Companies
Open-End Funds x
Closed-End Funds x
Lending of Portfolio Securities x
Leveraging Transactions
Bank Borrowings --
Mortgage "Dollar-Roll" Transactions --
Reverse Repurchase Agreements --
Options
Options on Foreign Currencies x
Options on Futures Contracts x
Options on Securities x
Options on Stock Indices x
Reset Options x
"Yield Curve" Options x
Repurchase Agreements x
Restricted Securities x
Short Sales x
Short Sales Against the Box x
Short Term Instruments x
Swaps and Related Derivative Instruments x
Temporary Borrowings x
Temporary Defensive Positions x
Warrants x
"When-Issued" Securities x
THE DATE OF THIS SUPPLEMENT IS JUNE 19, 2000.
SUN-16SGSMC 12/99 250M
<PAGE>
SUPPLEMENT DATED JUNE 19, 2000
TO THE CURRENT STATEMENT OF ADDITIONAL INFORMATION
OF
MFS/SUN LIFE SERIES TRUST (THE "SERIES FUND")
THIS SUPPLEMENT DESCRIBES A NEW SERIES OF THE SERIES FUND -- THE TECHNOLOGY
SERIES -- AND SUPPLEMENTS CERTAIN INFORMATION IN THE SERIES FUND'S STATEMENT
OF ADDITIONAL INFORMATION DATED MAY 1, 2000. THE CAPTION HEADINGS USED IN THIS
SUPPLEMENT CORRESPOND WITH THE CAPTION HEADINGS USED IN THE STATEMENT OF
ADDITIONAL INFORMATION. INFORMATION WHICH IS NOT SUPPLEMENTED APPLIES EQUALLY
TO THE TECHNOLOGY SERIES.
1. DEFINITIONS -- PAGE 3
This section is supplemented as follows:
The number "28" replaces the number "27" at the end of the first
paragraph.
The following item is added at the end of the list of investment options:
"28. Technology Series*"
2. INVESTMENT TECHNIQUES, PRACTICES AND RISKS -- BEGINNING ON PAGE 4
This section is supplemented by adding the following disclosure at the end
of the section on page 5:
"26. TECHNOLOGY SERIES
Foreign Securities: ....... 50%
Lower Rated Bonds: ........ 30%
Securities Lending: ....... 30%
Short Sales: .............. Underlying value minus collateral 40%
of net assets"
3. INVESTMENT RESTRICTIONS -- BEGINNING ON PAGE 5
This section is supplemented by adding the following disclosure at the end
of the section on page 12:
"(16) INVESTMENT RESTRICTIONS THAT APPLY ONLY TO THE TECHNOLOGY
SERIES:
The Technology Series may not:
(1) Borrow amounts in excess of 33 1/3% of its assets including amounts
borrowed.
(2) Underwrite securities issued by other persons except insofar as the
Series may technically be deemed an underwriter under the
Securities Act of 1933 ("1933 Act") in selling a portfolio
security.
(3) Issue any senior securities except as permitted by the 1940 Act.
For purposes of this restriction, collateral arrangements with
respect to any type of option (including Options on Futures
Contracts, Options, Options on Stock Indices and Options on Foreign
Currencies), short sale, Forward Contract, Futures Contract, any
other type of futures contract, and collateral arrangements with
respect to initial and variation margin, are not deemed to be the
issuance of a senior security.
(4) Make loans to other persons. For these purposes, the purchase of
short-term commercial paper, the purchase of a portion or all of an
issue of debt securities, the lending of portfolio securities, or
the investment of the Series" assets in repurchase agreements shall
not be considered the making of a loan.
(5) Purchase or sell real estate (including limited partnership
interests but excluding securities secured by real estate or
interests therein and securities of companies, such as real estate
investment trusts, which deal in real estate or interests therein),
interests in oil, gas or mineral leases, commodities or commodity
contracts (excluding Options, Options on Futures Contracts, Options
on Stock Indices, Options on Foreign Currency and any other type of
option, Futures Contracts, any other type of futures contract, and
Forward Contracts) in the ordinary course of its business. The
Series reserves the freedom of action to hold and to sell real
estate, mineral leases, commodities or commodity contracts
(including Options, Options on Futures Contracts, Options on Stock
Indices, Options on Foreign Currency and any other type of option,
Futures Contracts, any other type of futures contract, and Forward
Contracts) acquired as a result of the ownership of securities.
(6) Purchase any securities of an issuer of a particular industry, if
as a result, more than 25% of its gross assets would be invested in
securities of issuers whose principal business activities are in
the same industry (except obligations issued or guaranteed by the
U.S. Government or its agencies and instrumentalities and
repurchase agreements collateralized by such obligations).
In addition, the Series has the following nonfundamental policies which may be
changed without shareholder approval.
The Series will not:
(1) Invest in illiquid investments, including securities subject to
legal or contractual restrictions on resale or for which there is
no readily available market (e.g., trading in the security is
suspended, or, in the case of unlisted securities, where no market
exists), if more than 15% of the Series' net assets (taken at
market value) would be invested in such securities. Repurchase
agreements maturing in more than seven days will be deemed to be
illiquid for purposes of the Series' limitation on investment in
illiquid securities. Securities that are not registered under the
1933 Act and sold in reliance on Rule 144A thereunder, but are
determined to be liquid by the Series' Board of Trustees (or its
delegee), will not be subject to this 15% limitation.
(2) Invest for the purpose of exercising control or management.
(3) Invest 25% or more of the market value of its total assets in
securities of issuers in any one industry.
THE DATE OF THIS SUPPLEMENT IS JUNE 19, 2000.
<PAGE>
PART C
ITEM 23. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS INCLUDED IN PART A:
Not Applicable
FINANCIAL STATEMENTS INCLUDED IN PART B:
Not Applicable
(B) EXHIBITS:
1 (a) Amended and Restated Declaration of
Trust of Registrant dated December 29,
1997. (3)
(b) Amendment to the Declaration of Trust
changing the name of a series, dated April
29, 1998. (8)
(c) Amendment to the Declaration of Trust, to
change the name of certain series, dated
April 29, 1999. (6)
(d) Amendment to the Declaration of Trust
establishing a new series, dated August
12, 1999. (8)
(e) Amendment to the Declaration of Trust to
change the name of a series, dated December
1, 1999. (8)
(f) Form of Amendment to the Declaration of Trust
establishing a new series; filed herewith.
2 By-Laws of Registrant dated February 6,
1998. (3)
3 Not Applicable.
4 (a) Investment Advisory Agreement between
Registrant and Massachusetts Financial
Services Company dated May 24, 1985. (3)
(b) Investment Advisory Agreement between
Registrant and Massachusetts Financial
Services Company dated July 23, 1986. (3)
(c) Investment Advisory Agreement between
Registrant and Massachusetts Financial
Services Company dated January 26,
1988. (3)
(d) Investment Advisory Agreement between
Registrant and Massachusetts Financial
Services Company relating to the World Growth
Series dated November 1, 1993. (3)
(e) Investment Advisory Agreement between
Registrant and Massachusetts Financial
Services Company relating to the
Utilities Series dated November 1,
1993. (3)
(f) Investment Advisory Agreement between
Registrant and Massachusetts Financial
Services Company relating to the
Research Series dated September 16,
1994. (3)
(g) Investment Advisory Agreement between
Registrant and Massachusetts Financial
Services Company relating to the World
Asset Allocation Series dated September
16, 1994. (3)
(h) Investment Advisory Agreement between
Registrant and Massachusetts Financial
Services Company relating to the World
Total Return Series dated September 16,
1994. (3)
(i) Investment Advisory Agreement between
Registrant and Massachusetts Financial
Services Company relating to the
Emerging Growth Series dated May 1,
1995. (3)
(j) Investment Advisory Agreement between
Registrant and Massachusetts Financial
Services Company relating to the MFS/Foreign
& Colonial International Growth Series dated
September 1, 1995. (3)
(k) Investment Advisory Agreement between
Registrant and Massachusetts Financial
Services Company relating to the
MFS/Foreign & Colonial International
Growth and Income Series dated September
1, 1995. (3)
(l) Investment Advisory Agreement between
Registrant and Massachusetts Financial
Services Company relating to the MFS/Foreign
& Colonial Emerging Markets Equity Series
dated September 1, 1995. (3)
(m) Sub-Advisory Agreement by and between
Massachusetts Financial Services Company and
Foreign & Colonial Management Ltd. relating
to the MFS/Foreign & Colonial International
Growth Series dated September 1, 1995. (3)
(n) Sub-Advisory Agreement by and between
Massachusetts Financial Services Company and
Foreign & Colonial Management Ltd. relating
to the MFS/Foreign & Colonial Emerging
Markets Equity Series dated September 1,
1995. (3)
(o) Sub-Advisory Agreement between Foreign &
Colonial Management Ltd. and Foreign &
Colonial Emerging Markets Limited relating to
the MFS/Foreign & Colonial International
Growth Series dated September 1, 1995. (3)
(p) Sub-Advisory Agreement between Foreign &
Colonial Management Ltd. and Foreign &
Colonial Emerging Markets Limited relating to
the MFS/Foreign & Colonial Emerging Markets
Equity Series dated September 1, 1995. (3)
(q) Sub-Advisory Agreement by and between
Massachusetts Financial Services Company and
Foreign & Colonial Management Limited
relating to the World Growth Series dated May
1, 1996. (3)
(r) Sub-Advisory Agreement between Foreign &
Colonial Management Limited and Foreign &
Colonial Emerging Markets Limited relating
to the World Growth Series dated May 1,
1996. (3)
(s) Investment Advisory Agreement between
Registrant and Massachusetts Financial
Services Company relating to the Value
Series dated May 1, 1996. (3)
(t) Investment Advisory Agreement between
Registrant, on behalf of the Research Growth
and Income Series, and Massachusetts
Financial Services Company dated May 12,
1997. (3)
(u) Amendment to the Investment Advisory
Agreement by and between Massachusetts
Financial Services Company and the Registrant
relating to the Capital Appreciation Series
dated January 1, 1997. (1)
(v) Investment Advisory Agreement between
Registrant, on behalf of the Bond Series, and
Massachusetts Financial Services Company
dated May 1, 1998. (5)
(w) Investment Advisory Agreement between
Registrant, on behalf of the Equity
Income Series, and Massachusetts
Financial Services Company dated May 1,
1998. (5)
(x) Investment Advisory Agreement between
Registrant, on behalf of the Massachusetts
Investors Growth Stock Series, and
Massachusetts Financial Services Company
dated May 1, 1998. (5)
(y) Investment Advisory Agreement between
Registrant, on behalf of the New
Discovery Series, and Massachusetts
Financial Services Company dated May 1,
1998. (5)
(z) Investment Advisory Agreement between
Registrant, on behalf of the Research
International Series, and Massachusetts
Financial Services Company dated May 1,
1998. (5)
(aa) Investment Advisory Agreement between
Registrant, on behalf of the Strategic
Income Series, and Massachusetts
Financial Services Company dated May 1,
1998. (5)
(bb) Investment Advisory Agreement between
Registrant, on behalf of the Strategic
Growth Series, and Massachusetts
Financial Services Company. (8)
(cc) Form of Investment Advisory Agreement
between Registrant, on behalf of
Technology Series, and Massachusetts
Financial Services Company; filed
herewith.
5 Not Applicable.
6 Not Applicable.
7 (a) Custodian Agreement between Registrant
and State Street Bank and Trust Company
dated May 24, 1985. (3)
(b) Amendment dated July 23, 1986 to
Custodian Agreement. (3)
8 (a) Shareholder Servicing Agent Agreement
between Registrant and MFS Service Center,
Inc., dated August 1, 1985. (3)
(b) Master Administrative Services
Agreement, dated March 1, 1997, as
amended and restated April 1, 1999. (2)
9 (a) Consent and Opinion of Counsel dated
April 24, 1998. (4)
(b) Legal Opinion Consent dated April 24,
2000. (8)
10 Consent of Deloitte & Touche LLP.(8)
11 Not Applicable.
12 Not Applicable.
13 Not Applicable.
14 Not Applicable.
15 Not Applicable.
16 (a) Code of Ethics for the Series pursuant to
Rule 17j-1 under the Investment Company Act
of 1940. (7)
(b) Code of Ethics for the Series' adviser and
distributor pursuant to Rule 17j-1 under the
Investment Company Act of
1940. (7)
Power of Attorney dated February 3, 2000.(8)
- ----------
(1) Incorporated by reference to Post-Effective Amendment No. 20 to the
Registrant's Registration Statement filed via EDGAR on April 29, 1997.
(2) Incorporated by reference to MFS Series Trust III (File Nos. 2-60491 and
811-2794) Post-Effective Amendment No. 28 filed via EDGAR on March 31, 1999.
(3) Incorporated by reference to Post-Effective Amendment No. 21 to the
Registrant's Registration Statement filed via EDGAR on February 13, 1998.
(4) Incorporated by reference to Post-Effective Amendment No. 22 to the
Registrant's Registration Statement filed via EDGAR on April 29, 1998.
(5) Incorporated by reference to Post-Effective Amendment No. 23 to the
Registrant's Registration Statement filed via EDGAR on February 22, 1999.
(6) Incorporated by reference to Post-Effective Amendment No. 24 to the
Registrant's Registration Statement filed via EDGAR on August 13, 1999.
(7) Incorporated by reference to Post-Effective Amendment No. 67 for
Massachusetts Investors Growth Stock Fund (File Nos. 2-14677 and 811-859)
filed with the SEC on March 29, 2000.
(8) Incorporated by reference to Post-Effective Amendment No. 25 to the
Registrant's Registration Statement filed via EDGAR on April 28, 2000.
<PAGE>
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 25. INDEMNIFICATION
Reference is hereby made to (a) Article V of the Registrant's
Amended and Restated Declaration of Trust, filed as an Exhibit to the
Registrant's Post-Effective Amendment No. 21 and (b) the undertaking of the
Registrant regarding indemnification set forth in Registrant's Post-Effective
Amendment No. 21.
The Trustees and officers of the Registrant and the personnel of the
Registrant's investment adviser are insured under an errors and omissions
liability insurance policy. The Registrant and its officers are also insured
under the fidelity bond required by Rule 17g-1 under the Investment Company Act
of 1940.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
MFS serves as investment adviser to the following open-end Funds
comprising the MFS Family of Funds (except the Vertex Funds mentioned below):
Massachusetts Investors Trust, Massachusetts Investors Growth Stock Fund, MFS
Growth Opportunities Fund, MFS Government Securities Fund, MFS Government
Limited Maturity Fund, MFS Series Trust I (which has ten series: MFS Managed
Sectors Fund, MFS Cash Reserve Fund, MFS Global Asset Allocation Fund, MFS
Strategic Growth Fund, MFS Research Growth and Income Fund, MFS Core Growth
Fund, MFS Equity Income Fund, MFS New Discovery Fund, MFS Science and Technology
Fund and MFS Research International Fund), MFS Series Trust II (which has four
series: MFS Emerging Growth Fund, MFS Large Cap Growth Fund, MFS Intermediate
Income Fund and MFS Charter Income Fund), MFS Series Trust III (which has three
series: MFS High Income Fund, MFS Municipal High Income Fund and MFS High Yield
Opportunities Fund), MFS Series Trust IV (which has four series: MFS Money
Market Fund, MFS Government Money Market Fund, MFS Municipal Bond Fund and MFS
Mid Cap Growth Fund), MFS Series Trust V (which has five series: MFS Total
Return Fund, MFS Research Fund, MFS International Opportunities Fund, MFS
International Strategic Growth Fund and MFS International Value Fund), MFS
Series Trust VI (which has three series: MFS Global Total Return Fund, MFS
Utilities Fund and MFS Global Equity Fund), MFS Series Trust VII (which has two
series: MFS Global Governments Fund and MFS Capital Opportunities Fund), MFS
Series Trust VIII (which has two series: MFS Strategic Income Fund and MFS
Global Growth Fund), MFS Series Trust IX (which has eight series: MFS Bond Fund,
MFS Limited Maturity Fund, MFS Municipal Limited Maturity Fund, MFS Research
Bond Fund, MFS Intermediate Investment Grade Bond Fund, MFS Mid Cap Value Fund,
MFS Large Cap Value Fund and MFS High Quality Bond Fund), MFS Series Trust X
(which has ten series: MFS Government Mortgage Fund, MFS Emerging Markets Equity
Fund, MFS International Growth Fund, MFS International Growth and Income Fund,
MFS Strategic Value Fund, MFS Emerging Markets Debt Fund, MFS Income Fund, MFS
European Equity Fund, MFS High Yield Fund and MFS Concentrated Growth Fund), MFS
Series Trust XI (which has four series: MFS Union Standard Equity Fund, Vertex
All Cap Fund, Vertex Contrarian Fund and Vertex Income Fund), and MFS Municipal
Series Trust (which has 18 series: MFS Alabama Municipal Bond Fund, MFS Arkansas
Municipal Bond Fund, MFS California Municipal Bond Fund, MFS Florida Municipal
Bond Fund, MFS Georgia Municipal Bond Fund, MFS Maryland Municipal Bond Fund,
MFS Massachusetts Municipal Bond Fund, MFS Mississippi Municipal Bond Fund, MFS
New York Municipal Bond Fund, MFS North Carolina Municipal Bond Fund, MFS
Pennsylvania Municipal Bond Fund, MFS South Carolina Municipal Bond Fund, MFS
Tennessee Municipal Bond Fund, MFS Virginia Municipal Bond Fund, MFS West
Virginia Municipal Bond Fund, MFS Municipal Income Fund, MFS New York High
Income Tax Free Fund and MFS Massachusetts High Income Tax Free Fund) (the "MFS
Funds"). The principal business address of each of the MFS Funds is 500 Boylston
Street, Boston, Massachusetts 02116.
MFS also serves as investment adviser of the following open-end
Funds: MFS Institutional Trust ("MFSIT") (which has nine series) and MFS
Variable Insurance Trust ("MVI") (which has sixteen series). The principal
business address of each of the aforementioned funds is 500 Boylston Street,
Boston, Massachusetts 02116.
In addition, MFS serves as investment adviser to the following
closed-end funds: MFS Municipal Income Trust, MFS Multimarket Income Trust, MFS
Government Markets Income Trust, MFS Intermediate Income Trust, MFS Charter
Income Trust and MFS Special Value Trust (the "MFS Closed-End Funds"). The
principal business address of each of the MFS Closed-End Funds is 500 Boylston
Street, Boston, Massachusetts 02116.
Lastly, MFS serves as investment adviser to MFS/Sun Life Series
Trust ("MFS/SL") (which has 26 series), Money Market Variable Account, High
Yield Variable Account, Capital Appreciation Variable Account, Government
Securities Variable Account, Global Governments Variable Account, Total Return
Variable Account and Managed Sectors Variable Account (collectively, the
"Accounts"). The principal business address of MFS/SL is 500 Boylston Street,
Boston, Massachusetts 02116. The principal business address of each of the
aforementioned Accounts is One Sun Life Executive Park, Wellesley Hills,
Massachusetts 02181.
VERTEX INVESTMENT MANAGEMENT, INC., a Delaware corporation and a
wholly owned subsidiary of MFS, whose principal business address is 500 Boylston
Street, Boston, Massachusetts 02116 ("Vertex"), serves as investment adviser to
Vertex All Cap Fund, Vertex Contrarian Fund and Vertex Income Fund, each a
series of MFS Series Trust XI. The principal business address of the
aforementioned Funds is 500 Boylston Street, Boston, Massachusetts 02116.
MFS INTERNATIONAL LTD. ("MIL"), a limited liability company
organized under the laws of Bermuda and a subsidiary of MFS, whose principal
business address is Cedar House, 41 Cedar Avenue, Hamilton HM12 Bermuda, serves
as investment adviser to and distributor for MFS American Funds known as the MFS
Funds after January 1999 (which will have 11 portfolios as of January 1999):
U.S. Equity Fund, U.S. Emerging Growth Fund, U.S. High Yield Bond Fund, U.S.
Dollar Reserve Fund, Charter Income Fund, U.S. Research Fund, U.S. Strategic
Growth Fund, Global Equity Fund, European Equity Fund and European Corporate
Bond Fund) (the "MIL Funds"). The MIL Funds are organized in Luxembourg and
qualify as an undertaking for collective investments in transferable securities
(UCITS). The principal business address of the MIL Funds is 47, Boulevard Royal,
L-2449 Luxembourg. MIL also serves as investment adviser to and distributor for
MFS Meridian U.S. Government Bond Fund, MFS Meridian Charter Income Fund, MFS
Meridian Global Governments Fund, MFS Meridian U.S. Emerging Growth Fund, MFS
Meridian Global Equity Fund, MFS Meridian Limited Maturity Fund, MFS Meridian
Global Growth Fund, MFS Meridian Money Market Fund, MFS Meridian Global Balanced
Fund, MFS Meridian U.S. Equity Fund, MFS Meridian Research Fund, MFS Meridian
U.S. High Yield Fund, MFS Meridian Emerging Markets Debt Fund, MFS Meridian
Strategic Growth Fund and MFS Meridian Global Asset Allocation Fund and the MFS
Meridian Research International Fund (collectively the "MFS Meridian Funds").
Each of the MFS Meridian Funds is organized as an exempt company under the laws
of the Cayman Islands. The principal business address of each of the MFS
Meridian Funds is P.O. Box 309, Grand Cayman, Cayman Islands, British West
Indies.
MFS INTERNATIONAL (U.K.) LTD. ("MIL-UK"), a private limited company
registered with the Registrar of Companies for England and Wales whose current
address is Eversheds, Senator House, 85 Queen Victoria Street, London, England
EC4V 4JL, is involved primarily in marketing and investment research activities
with respect to private clients and the MIL Funds and the MFS Meridian Funds.
MFS INSTITUTIONAL ADVISORS (AUSTRALIA) LTD. ("MFSI-AUSTRALIA"), a
private limited company organized under the Corporations Law of New South Wales,
Australia whose current address is Level 27, Australia Square, 264 George
Street, Sydney, NSW2000, Australia, is involved primarily in investment
management and distribution of Australian superannuation unit trusts and acts as
an investment adviser to institutional accounts.
MFS HOLDINGS AUSTRALIA PTY LTD. ("MFS HOLDINGS AUSTRALIA"), a
private limited company organized pursuant to the Corporations Law of New South
Wales, Australia whose current address is Level 27, Australia Square, 264 George
Street, Sydney, NSW2000 Australia, and whose function is to serve primarily as a
holding company.
MFS FUND DISTRIBUTORS, INC. ("MFD"), a wholly owned subsidiary of
MFS, serves as distributor for the MFS Funds, MVI and MFSIT.
MFS SERVICE CENTER, INC. ("MFSC"), a wholly owned subsidiary of MFS,
serves as shareholder servicing agent to the MFS Funds, the MFS Closed-End
Funds, MFSIT and MVI.
MFS INSTITUTIONAL ADVISORS, INC. ("MFSI"), a wholly owned subsidiary
of MFS, provides investment advice to substantial private clients.
MFS RETIREMENT SERVICES, INC. ("RSI"), a wholly owned subsidiary of
MFS, markets MFS products to retirement plans and provides administrative and
record keeping services for retirement plans.
MASSACHUSETTS INVESTMENT MANAGEMENT CO., LTD. ("MIMCO"), a wholly
owned subsidiary of MFS, is a corporation incorporated in Japan. MIMCO, whose
address is Kamiyacho-Mori Building, 3-20, Tranomon 4-chome, Minato-ku, Tokyo,
Japan, is involved in investment management activities.
MFS HERITAGE TRUST COMPANY ("MFS TRUST"), a New Hampshire-chartered
limited-purpose trust company whose current address is 650 Elm Street, Suite
404, Manchester, NH 03101, provides directed trustee services to retirement
plans.
MFS
The Directors of MFS are Jeffrey L. Shames, Arnold D. Scott, John W.
Ballen, Kevin R. Parke, Thomas J. Cashman, Jr., Joseph W. Dello Russo, William
W. Scott, Donald A. Stewart, James Prieur and William W. Stinson. Mr. Shames is
the Chairman and Chief Executive Officer, Mr. Ballen is President and Chief
Investment Officer, Mr. Arnold Scott is a Senior Executive Vice President, Mr.
William Scott, Mr. Cashman, Mr. Dello Russo and Mr. Parke are Executive Vice
Presidents (Mr. Dello Russo is also Chief Financial Officer and Chief
Administrative Officer and Mr. Parke is also Chief Equity Officer), Stephen E.
Cavan is a Senior Vice President, General Counsel and Secretary of MFS, Robert
T. Burns is a Senior Vice President, Associate General Counsel and an Assistant
Secretary of MFS, and Thomas B. Hastings is a Vice President and Treasurer of
MFS.
MASSACHUSETTS INVESTORS TRUST
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
MFS GROWTH OPPORTUNITIES FUND
MFS GOVERNMENT SECURITIES FUND
MFS SERIES TRUST I
MFS SERIES TRUST V
MFS SERIES TRUST VI
MFS SERIES TRUST X
MFS GOVERNMENT LIMITED MATURITY FUND
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London, a Senior Vice President of MFS, is the
Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley, Vice Presidents
of MFS, are the Assistant Treasurers, James R. Bordewick, Jr., Senior Vice
President and Associate General Counsel of MFS, is the Assistant Clerk and
Assistant Secretary.
MFS SERIES TRUST II
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers, and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS GOVERNMENT MARKETS INCOME TRUST
MFS INTERMEDIATE INCOME TRUST
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers, and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS SERIES TRUST III
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers, and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS SERIES TRUST IV
MFS SERIES TRUST IX
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS SERIES TRUST VII
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS SERIES TRUST VIII
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS MUNICIPAL SERIES TRUST
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS VARIABLE INSURANCE TRUST
MFS SERIES TRUST XI
MFS INSTITUTIONAL TRUST
Jeffrey L. Shames is the President and Chairman, Stephen E. Cavan is
the Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen
M. Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
<PAGE>
MFS MUNICIPAL INCOME TRUST
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS MULTIMARKET INCOME TRUST
MFS CHARTER INCOME TRUST
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS SPECIAL VALUE TRUST
Jeffrey L. Shames is Chairman and President, Stephen E. Cavan is the
Clerk and Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Clerk and Assistant Secretary.
MFS/SUN LIFE SERIES TRUST
C. James Prieur, President and Director of Sun Life Assurance
Company of Canada, is the President, Stephen E. Cavan is the Secretary, W.
Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers and James R. Bordewick, Jr., is the
Assistant Secretary.
MONEY MARKET VARIABLE ACCOUNT
HIGH YIELD VARIABLE ACCOUNT
CAPITAL APPRECIATION VARIABLE ACCOUNT
GOVERNMENT SECURITIES VARIABLE ACCOUNT
TOTAL RETURN VARIABLE ACCOUNT
GLOBAL GOVERNMENTS VARIABLE ACCOUNT
MANAGED SECTORS VARIABLE ACCOUNT
C. James Prieur is the President, Stephen E. Cavan is the Secretary,
and James R. Bordewick, Jr., is the Assistant Secretary.
MIL FUNDS
Jeffrey L. Shames is Chairman, Richard B. Bailey, John A. Brindle,
Richard W. S. Baker, Arnold D. Scott and William F. Waters are Directors,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O.
Yost, Ellen M. Moynihan and Mark E. Bradley are the Assistant Treasurers and
James R. Bordewick, Jr. is the Assistant Secretary.
MFS MERIDIAN FUNDS
Jeffrey L. Shames is Chairman, Richard B. Bailey, John A. Brindle,
Richard W. S. Baker, Arnold D. Scott and William F. Waters are Directors,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James R.
Bordewick, Jr. is the Assistant Secretary and James O. Yost, Ellen M. Moynihan
and Mark E. Bradley are the Assistant Treasurers.
VERTEX
Jeffrey L. Shames is the Chairman and President, Arnold D. Scott is
a Director, Kevin R. Parke and John W. Ballen are Executive Vice Presidents,
John D. Laupheimer is a Senior Vice President, Brian E. Stack is a Vice
President, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer, Stephen E. Cavan is the Secretary and Robert T. Burns is
the Assistant Secretary.
MIL
Peter D. Laird is President and a Director, Arnold D. Scott, Jeffrey
L. Shames and Thomas J. Cashman, Jr. are Directors, Stephen E. Cavan is a
Director, Senior Vice President and the Clerk, Robert T. Burns is an Assistant
Clerk, Joseph W. Dello Russo, Executive Vice President and Chief Financial
Officer of MFS, is the Treasurer and Thomas B. Hastings is the Assistant
Treasurer.
MIL-UK
Peter D. Laird is President and a Director, Thomas J. Cashman,
Arnold D. Scott and Jeffrey L. Shames are Directors, Stephen E. Cavan is a
Director and the Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B.
Hastings is the Assistant Treasurer and Robert T. Burns is the Assistant
Secretary.
MFSI - AUSTRALIA
Thomas J. Cashman, Jr. is President and a Director, Graham E.
Lenzer, John A. Gee and David Adiseshan are Directors, Stephen E. Cavan is the
Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer, and Robert T. Burns is the Assistant Secretary.
MFS HOLDINGS - AUSTRALIA
Jeffrey L. Shames is the President and a Director, Arnold D. Scott,
Thomas J. Cashman, Jr., and Graham E. Lenzer are Directors, Stephen E. Cavan is
the Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer, and Robert T. Burns is the Assistant Secretary.
MFD
Arnold D. Scott and Jeffrey L. Shames are Directors, William W.
Scott, Jr., an Executive Vice President of MFS, is the President, Stephen E.
Cavan is the Secretary, Robert T. Burns is the Assistant Secretary, Joseph W.
Dello Russo is the Treasurer, and Thomas B. Hastings is the Assistant Treasurer.
MFSC
Arnold D. Scott and Jeffrey L. Shames are Directors, Joseph A.
Recomendes, a Senior Vice President and Chief Information Officer of MFS, is
Vice Chairman and a Director, Janet A. Clifford is the President, Joseph W.
Dello Russo is the Treasurer, Thomas B. Hastings is the Assistant Treasurer,
Stephen E. Cavan is the Secretary, and Robert T. Burns is the Assistant
Secretary.
MFSI
Thomas J. Cashman, Jr. is Chairman and a Director, Jeffrey L.
Shames, and Arnold D. Scott are Directors, Joseph J. Trainor is the President
and a Director, Leslie J. Nanberg is a Senior Vice President, a Managing
Director and a Director, Kevin R. Parke is the Executive Vice President and a
Managing Director, George F. Bennett, Jr., John A. Gee, Brianne Grady, Joseph A.
Kosciuszek and Joseph J. Trainor are Senior Vice Presidents and Managing
Directors, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer and Robert T. Burns is the Secretary.
RSI
Arnold D. Scott is the Chairman and a Director, Martin E. Beaulieu
is the President, William W. Scott, Jr. is a Director, Joseph W. Dello Russo is
the Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan
is the Secretary and Robert T. Burns is the Assistant Secretary.
MIMCO
Jeffrey L. Shames, Arnold D. Scott and Mamoru Ogata are Directors,
Shaun Moran is the Representative Director, Joseph W. Dello Russo is the
Statutory Auditor, Robert DiBella is the President and Thomas B. Hastings is the
Assistant Statutory Auditor.
MFS TRUST
The Directors of MFS Trust are Martin E. Beaulieu, Stephen E. Cavan,
Janet A. Clifford, Joseph W. Dello Russo and Joseph A. Kosciuszek. Mr. Cavan is
President, Mr. Dello Russo is Treasurer, and Robert T. Burns is Clerk of MFS
Trust.
In addition, the following persons, Directors or officers of MFS,
have the affiliations indicated:
Donald A. Stewart Chairman, Sun Life Assurance Company
of Canada, Sun Life Centre, 150 King
Street West, Toronto, Ontario, Canada
(Mr. Stewart is also an officer
and/or Director of various
subsidiaries and affiliates of Sun
Life)
C. James Prieur President and a Director, Sun Life
Assurance Company of Canada, Sun Life
Centre, 150 King Street West,
Toronto, Ontario, Canada (Mr. Prieur
is also an officer and/or Director of
various subsidiaries and affiliates
of Sun Life)
William W. Stinson Director, Sun Life Assurance Company
of Canada, Sun Life Centre, 150 King
Street West, Toronto, Ontario,
Canada; Director, United Dominion
Industries Limited, Charlotte, N.C.;
Director, PanCanadian Petroleum
Limited, Calgary, Alberta; Director,
LWT Services, Inc., Calgary Alberta;
Director, Western Star Trucks, Inc.,
Kelowna, British Columbia; Director,
Westshore Terminals Income Fund,
Vancouver, British Columbia; Director
(until 4/99), Canadian Pacific Ltd.,
Calgary, Alberta
ITEM 27. DISTRIBUTORS
None
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
The accounts and records of the Registrant are located, in whole or
in part, at the office of the Registrant and the following locations:
NAME ADDRESS
Massachusetts Financial Services 500 Boylston Street
Company (investment adviser) Boston, MA 02116
MFS Service Center, Inc. 2 Avenue de Lafayette
Boston, MA 02111
State Street Bank and Trust Company State Street South
5-North
North Quincy, MA 02171
Sun Life Assurance Company of Canada One Copley Place
Retirement Products and Services Suite 200
Boston, MA 02116
ITEM 29. MANAGEMENT SERVICES
Not applicable.
ITEM 30. UNDERTAKINGS
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Boston and
The Commonwealth of Massachusetts on the 28th day of April, 2000.
MFS/SUN LIFE SERIES TRUST
By: JAMES R. BORDEWICK, JR.
---------------------------------
Name: James R. Bordewick, Jr.
Title: Assistant Clerk and Assistant
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed below by
the following persons in the capacities indicated on April 28, 2000.
SIGNATURE TITLE
--------- -----
C. JAMES PRIEUR* Principal Executive Officer
- -------------------------------
C. James Prieur
W. THOMAS LONDON* Treasurer (Principal Financial Officer
- ------------------------------- and Principal Accounting Officer)
W. Thomas London
SAMUEL ADAMS* Trustee
- -------------------------------
Samuel Adams
J. KERMIT BIRCHFIELD* Trustee
- -------------------------------
J. Kermit Birchfield
WILLIAM R. GUTOW* Trustee
- -------------------------------
William R. Gutow
GARTH MARSTON* Trustee
- -------------------------------
Garth Marston
DAVID D. HORN* Trustee
- -------------------------------
David D. Horn
DERWYN F. PHILLIPS* Trustee
- -------------------------------
Derwyn F. Phillips
*By: JAMES R. BORDEWICK, JR.
------------------------------
Name: James R. Bordewick, Jr.
as Attorney-in-fact
Executed by James R. Bordewick,
Jr. on behalf of those
indicated pursuant to a Power
of Attorney filed via EDGAR
with Post-Effective Amendment
No. 25 to the Registrant's
Registration Statement on April
28, 1999.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
1 (f) Form of Amendment to the Declaration
of Trust establishing a new series
4 (cc) Form of Investment Advisory
Agreement between Registrant, on
behalf of the Techonology Series,
and Massachusetts Financial
Services Company.
<PAGE>
EXHIBIT 1(f)
MFS/SUN LIFE SERIES TRUST
CERTIFICATION OF AMENDMENT
TO THE DECLARATION OF TRUST
ESTABLISHMENT AND DESIGNATION
OF SERIES
Pursuant to Section 6.9 of the Amended and Restated Declaration of Trust
dated December 29, 1997, as amended (the "Declaration"), of MFS/Sun Life Series
Trust, a business trust organized under the laws of The Commonwealth of
Massachusetts (the "Trust"), the undersigned Trustees of the Trust, being a
majority of the Trustees of the Trust, hereby establish and designate a new
series of Shares (as defined in the Declaration), such series to have the
following special and relative rights:
1. The new series shall be designated:
- Technology Series
2. The series shall be authorized to invest in cash, securities,
instruments and other property as from time to time described in the
Trust's then currently effective registration statement under the
Securities Act of 1933, as amended, to the extent pertaining to the
offering of Shares of such series. Each Share of the series shall be
redeemable, shall be entitled to one vote or fraction thereof in respect
of a fractional share on matters on which Shares of the series shall be
entitled to vote, shall represent a pro rata beneficial interest in the
assets allocated or belonging to the series, and shall be entitled to
receive its pro rata share of the net assets of the series upon
liquidation of the series, all as provided in Section 6.9 of the
Declaration.
3. Shareholders of the series shall vote separately as a class from
shareholders of each other series on any matter to the extent required
by, and any matter shall be deemed to have been effectively acted upon
with respect to the series as provided in Rule 18f-2, as from time to
time in effect, under the Investment Company Act of 1940, as amended, or
any successor rule, and by the Declaration.
4. The assets and liabilities of the Trust shall be allocated among the
previously established and existing series of the Trust and such new
series as set forth in Section 6.9 of the Declaration.
5. Subject to the provisions of Section 6.9 and Article IX of the
Declaration, the Trustees (including any successor Trustees) shall have
the right at any time and from time to time to reallocate assets and
expenses or to change the designation of any series now or hereafter
created, or to otherwise change the special and relative rights of any
such establishment and designation of series of Shares.
Pursuant to Section 6.9 of the Declaration, this establishment and
designation of series of Shares shall be effective upon the execution by a
majority of the Trustees of the Trust.
<PAGE>
IN WITNESS WHEREOF, a majority of the Trustees of the Trust have executed
this amendment, in one or more counterparts, all constituting a single
instrument, as an instrument under seal in The Commonwealth of Massachusetts, as
of this __________ day of _____________, ____ and further certify, as provided
by the provisions of Section 9.3(d) of The Declaration, that this amendment was
duly adopted by the undersigned in accordance with the second sentence of
Section 9.3(a) of the Declaration.
- ---------------------- ---------------------
Samuel Adams David D. Horn
23 University Lane Strong Road
Manchester, MA 01944 New Vineyard, ME 04956
- ---------------------- ---------------------
J. Kermit Birchfield Garth Marston
33 Way Road 90 Beacon Street
Gloucester, MA 01930 Boston, MA 02108
- ----------------------- ---------------------
William R. Gutow Derwyn F. Phillips
3 Rue Dulac 22 Cliff Street
Dallas, TX 75230 Marblehead, MA 01945
<PAGE>
EXHIBIT 4(cc)
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT, dated this 16th day of June, 2000, by and
between MFS/SUN LIFE SERIES TRUST, a Massachusetts business trust (the "Trust"),
on behalf of the TECHNOLOGY SERIES, a series of the Trust (the "Fund"), and
MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the
"Adviser").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940; and
WHEREAS, the Adviser is willing to provide business services to the Fund
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:
ARTICLE 1. DUTIES OF THE ADVISER. The Adviser shall provide the Fund with
such investment advice and supervision as the latter may from time to time
consider necessary for the proper supervision of its funds. The Adviser shall
act as Adviser to the Fund and as such shall furnish continuously an investment
program and shall determine from time to time what securities shall be
purchased, sold or exchanged and what portion of the assets of the Fund shall be
held uninvested, subject always to the restrictions of the Trust's Amended and
Restated Declaration of Trust, dated December 29, 1997, and By-Laws, each as
amended from time to time (respectively, the "Declaration" and the "By-Laws"),
to the provisions of the Investment Company Act of 1940 and the Rules,
Regulations and orders thereunder and to the Fund's then-current Prospectus and
Statement of Additional Information. The Adviser shall also make recommendations
as to the manner in which voting rights, rights to consent to corporate action
and any other rights pertaining to the Fund's portfolio securities shall be
exercised. Should the Trustees at any time, however, make any definite
determination as to the investment policy and notify the Adviser thereof in
writing, the Adviser shall be bound by such determination for the period, if
any, specified in such notice or until similarly notified that such
determination shall be revoked. The Adviser shall take, on behalf of the Fund,
all actions which it deems necessary to implement the investment policies
determined as provided above, and in particular to place all orders for the
purchase or sale of portfolio securities for the Fund's account with brokers or
dealers selected by it, and to that end, the Adviser is authorized as the agent
of the Fund to give instructions to the Custodian of the Fund as to the
deliveries of securities and payments of cash for the account of the Fund. In
connection with the selection of such brokers or dealers and the placing of such
orders, the Adviser is directed to seek for the Fund execution at the most
reasonable price by responsible brokerage firms at reasonably competitive
commission rates. In fulfilling this requirement, the 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 the Fund to pay a
broker or dealer an amount of commission for effecting a securities transaction
in excess of the amount of commission another broker or dealer would have
charged for effecting that transaction, if the Adviser determined in good faith
that such amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or the Adviser's overall
responsibilities with respect to the Fund and to other clients of the Adviser as
to which the Adviser exercises investment discretion.
The Adviser may from time to time enter into sub-investment advisory agreements
with one or more investment advisers with such terms and conditions as the
Adviser may determine, provided that such sub-investment advisory agreements
have been approved in accordance with applicable provisions of the Investment
Company Act of 1940. Subject to the provisions of Article 6, the Adviser shall
not be liable for any error of judgment or mistake of law by any sub-adviser or
for any loss arising out of any investment made by any sub-adviser or for any
act or omission in the execution and management of the Fund by any sub-adviser.
ARTICLE 2. ALLOCATION OF CHARGES AND EXPENSES. The Adviser shall furnish
at its own expense investment advisory and administrative services, office
space, equipment and clerical personnel necessary for servicing the investments
of the Fund and maintaining its organization and investment advisory facilities
and executive and supervisory personnel for managing the investments and
effecting the portfolio transactions of the Fund. The Adviser shall arrange, if
desired by the Trust, for Directors, officers and employees of the Adviser to
serve as Trustees, officers or agents of the Trust if duly elected or appointed
to such positions and subject to their individual consent and to any limitations
imposed by law. It is understood that the Fund will pay all of its own expenses
including, without limitation, compensation of Trustees "not affiliated" with
the Adviser; governmental fees; interest charges; taxes; membership dues in the
Investment Company Institute allocable to the Fund; fees and expenses of
independent auditors, of legal counsel, and of any transfer agent, registrar or
dividend disbursing agent of the Fund; expenses of repurchasing and redeeming
shares and servicing shareholder accounts; expenses of preparing, printing and
mailing stock certificates, shareholder reports, notices, proxy statements and
reports to governmental officers and commissions; brokerage and other expenses
connected with the execution, recording and settlement of portfolio security
transactions; insurance premiums; fees and expenses of the custodian for all
services to the Fund, including safekeeping of funds and securities and
maintaining required books and accounts; expenses of calculating the net asset
value of shares of the Fund; expenses of shareholders' meetings; and expenses
relating to the issuance, registration and qualification of shares of the Fund
and the preparation, printing and mailing of prospectuses for such purposes
(except to the extent that any Distribution Agreement to which the Trust is a
party provides that another party is to pay some or all of such expenses).
ARTICLE 3. COMPENSATION OF THE ADVISER. For the services to be rendered
and the facilities provided, the Fund shall pay to the Adviser an investment
advisory fee computed and paid annually at a rate equal 0.75% of the Fund's
average daily net assets. If the Adviser shall serve for less than the whole of
any period specified in this Article 3, the compensation to the Adviser will be
prorated.
ARTICLE 4. SPECIAL SERVICES. Should the Trust have occasion to request the
Adviser to perform services not herein contemplated or to request the Adviser to
arrange for the services of others, the Adviser will act for the Trust on behalf
of the Fund upon request to the best of its ability, with compensation for the
Adviser's services to be agreed upon with respect to each such occasion as it
arises.
ARTICLE 5. COVENANTS OF THE ADVISER. The Adviser agrees that it will not
deal with itself, or with the Trustees of the Trust or the Trust's distributor,
if any, as principals in making purchases or sales of securities or other
property for the account of the Fund, except as permitted by the Investment
Company Act of 1940 and the Rules, Regulations or orders thereunder, will not
take a long or short position in the shares of the Fund except as permitted by
the Declaration, and will comply with all other provisions of the Declaration
and the By-Laws and the then-current Prospectus and Statement of Additional
Information of the Fund relative to the Adviser and its Directors and officers.
ARTICLE 6. LIMITATION OF LIABILITY OF THE ADVISER. The 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 the Fund, except for willful misfeasance, bad faith or gross negligence in
the performance of its duties and obligations hereunder. As used in this Article
6, the term "Adviser" shall include Directors, officers and employees of the
Adviser as well as that corporation itself.
ARTICLE 7. ACTIVITIES OF THE ADVISER. The services of the Adviser to the
Fund are not deemed to be exclusive, the Adviser being free to render investment
advisory and/or other services to others. The Adviser may permit other fund
clients to use the initials "MFS" in their names. The Fund agrees that if the
Adviser shall for any reason no longer serve as the Adviser to the Fund, the
Fund will change its name so as to delete the initials "MFS." It is understood
that the Trustees, officers and shareholders of the Trust are or may be or
become interested in the Adviser, as Directors, officers, employees, or
otherwise and that Directors, officers and employees of the Adviser are or may
become similarly interested in the Trust, and that the Adviser may be or become
interested in the Fund as a shareholder or otherwise.
ARTICLE 8. DURATION, TERMINATION AND AMENDMENT 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 June 16, 2002 on which date it will terminate unless its continuance
after June 16, 2002 is "specifically approved at least annually" (i) by the vote
of a majority of the Trustees of the Trust who are not "interested persons" of
the Trust or of the Adviser at a meeting specifically called for the purpose of
voting on such approval, and (ii) by the Board of Trustees of the Trust, or by
"vote of a majority of the outstanding voting securities" of the Fund.
This Agreement may be terminated at any time without the payment of any
penalty by the Trustees or by "vote of a majority of the outstanding voting
securities" of the Fund, or by the Adviser, in each case on not more than sixty
days' nor less than thirty days' written notice to the other party. This
Agreement shall automatically terminate in the event of its "assignment".
This Agreement may be amended only if such amendment is approved by "vote
of a majority of the outstanding voting securities" of the Fund.
ARTICLE 9. SCOPE OF TRUST'S OBLIGATIONS. A copy of the Trust's Declaration
of Trust is on file with the Secretary of State of The Commonwealth of
Massachusetts. The Adviser acknowledges that the obligations of or arising out
of this Agreement 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. If this Agreement is executed by the Trust on
behalf of one or more series of the Trust, the Adviser further acknowledges 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 Agreement are binding solely
upon the assets or property of the series on whose behalf the Trust has executed
this Agreement.
ARTICLE 10. DEFINITIONS. The terms "specifically approved at least
annually," "vote of a majority of the outstanding voting securities,"
"assignment," "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 Investment Company Act of 1940 and the Rules
and Regulations promulgated thereunder, subject, however, to such exemptions as
may be granted by the Securities and Exchange Commission under said Act.
ARTICLE 11. RECORD KEEPING. The Adviser will maintain records in a form
acceptable to the Trust and in compliance with the rules and regulations of the
Securities and Exchange Commission, including but not limited to records
required to be maintained by Section 31(a) of the Investment Company Act of 1940
and the rules thereunder, which at all times will be the property of the Trust
and will be available for inspection and use by the Trust.
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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, all as of the day and year first written above. The undersigned
Trustee of the Trust has executed this Agreement not individually, but as
Trustee under the Declaration.
MFS/SUN LIFE SERIES TRUST, on
behalf of TECHNOLOGY SERIES, one
of its series
By:
-------------------------------
James R. Bordewick, Jr.
Assistant Secretary
MASSACHUSETTS FINANCIAL
SERVICES COMPANY
By:
-------------------------------
Jeffrey L. Shames
Chairman
