SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE
REGISTRANT [ ]
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CHECK THE APPROPRIATE BOX:
[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 sec. 240.14a-11(c) or sec. 240.14a-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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 011(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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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<PAGE>
SUN LIFE INSURANCE 80 Broad Street, 25th Floor
AND ANNUITY COMPANY New York, New York 10004-2209
OF NEW YORK
Tel. (212) 943-3855
Fax (212) 968-1090
February 2, 2001
Dear Contract Owner:
A meeting of shareholders of each Series of MFS(R)/Sun Life Series Trust
will be held at the offices of the Trust, 500 Boylston Street, 24th Floor,
Boston, Massachusetts, on March 20, 2001, at 10:00 a.m. local time.
All or part of the variable portion of your annuity Contract is invested
in shares of one or more Series of the Trust. Although you are not a
shareholder of any Series, you 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 each Series attributable to your Contract should
be voted. Sun Life 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 Sun Life in the same proportion as the shares for
which instructions are received.
You will be asked to give voting instructions on several proposals,
including the election of Trustees, authorizing the Trustees to adopt an
Amended and Restated Declaration of Trust, amending or removing certain
investment restrictions and ratifying the selection of accountants.
We have enclosed a copy of the Notice of Special Meeting of Shareholders
and Proxy Statement dated February 2, 2001, 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 THE SHARES ATTRIBUTABLE TO YOUR CONTRACT ARE VOTED BY SUN LIFE.
Sincerely,
[Name]
[Title]
<PAGE>
SUN LIFE ASSURANCE COMPANY One Sun Life Executive Park
OF CANADA (U.S.) Wellesley Hills, Massachusetts 02481
Tel. (617) 237-6030
February 2, 2001
Dear Contract Owner/Participant:
A meeting of shareholders of each Series of MFS(R)/Sun Life Series Trust
will be held at the offices of the Trust, 500 Boylston Street, 24th Floor,
Boston, Massachusetts, on March 20, 2001, at 10:00 a.m. local time.
All or part of the variable portion of your annuity Contract is invested
in shares of one or more Series of the Trust. Although you are not a
shareholder of any Series, you 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 each Series attributable to your Contract should be voted.
Sun Life 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 Sun Life in the same proportion as the shares for which instructions
are received.
You will be asked to give voting instructions on several proposals,
including the election of Trustees, authorizing the Trustees to adopt an
Amended and Restated Declaration of Trust, amending or removing certain
investment restrictions and ratifying the selection of accountants.
We have enclosed a copy of the Notice of Special Meeting of Shareholders
and Proxy Statement dated February 2, 2001, 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 THE SHARES ATTRIBUTABLE TO YOUR CONTRACT ARE VOTED BY SUN LIFE.
Sincerely,
[Name]
[Title]
<PAGE>
PRELIMINARY PROXY MATERIALS
NOT FOR DISTRIBUTION
MFS/SUN LIFE SERIES TRUST
BOND SERIES
CAPITAL APPRECIATION SERIES
CAPITAL OPPORTUNITIES SERIES
EMERGING GROWTH SERIES
EMERGING MARKETS EQUITY SERIES
EQUITY INCOME SERIES
GLOBAL ASSET ALLOCATION SERIES
GLOBAL GOVERNMENTS SERIES
GLOBAL GROWTH SERIES
GLOBAL TELECOMMUNICATIONS SERIES
GLOBAL TOTAL RETURN SERIES
GOVERNMENT SECURITIES SERIES
HIGH YIELD SERIES
INTERNATIONAL GROWTH AND INCOME SERIES
INTERNATIONAL GROWTH SERIES
MANAGED SECTORS SERIES
MASSACHUSETTS INVESTORS GROWTH STOCK SERIES
MASSACHUSETTS INVESTORS TRUST SERIES
MID CAP GROWTH SERIES
MONEY MARKET SERIES
NEW DISCOVERY SERIES
RESEARCH GROWTH AND INCOME SERIES
RESEARCH INTERNATIONAL SERIES
RESEARCH SERIES
STRATEGIC GROWTH SERIES
STRATEGIC INCOME SERIES
TECHNOLOGY SERIES
TOTAL RETURN SERIES
UTILITIES SERIES
500 BOYLSTON STREET
BOSTON, MASSACHUSETTS 02116
NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 20, 2001
A Special Meeting of Shareholders of each Series listed above of MFS/Sun Life
Series Trust will be held at the offices of the Trust, 500 Boylston Street,
24th Floor, Boston, Massachusetts, at 10:00 a.m. on Tuesday, March 20, 2001,
for the following purposes:
ITEM 1. To elect a Board of Trustees.
ITEM 2. To authorize the Trustees to adopt an Amended and Restated Declaration
of Trust.
<PAGE>
ITEM 3. To amend, remove or add certain fundamental investment policies of the
Series.
ITEM 4. To change the investment objective of the Money Market Series from
fundamental to non-fundamental (only Money Market Series shareholders
may vote on this Item).
ITEM 5. To ratify the selection of Deloitte & Touche LLP as the independent
public accountants for each Series for the fiscal year ending December
31, 2001.
ITEM 6. To transact such other business as may properly come before the
Meeting and any adjournments thereof.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL ITEMS.
Shareholders of record on January 23, 2001 are entitled to vote at the Special
Meeting of Shareholders and at any adjournments thereof.
Stephen E. Cavan, Secretary and Clerk
February 2, 2001
<PAGE>
PRELIMINARY PROXY MATERIALS
NOT FOR DISTRIBUTION
PROXY STATEMENT
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 the Special Meeting of Shareholders (the "Meeting")
of each series of the Trust listed below (the "Series") to be held at 10:00
a.m. on Tuesday, March 20, 2001 at the offices of the Trust, 500 Boylston
Street, 24th Floor, Boston Massachusetts, and at any adjournment thereof. The
Meeting will be held for the purposes set forth in the accompanying Notice. 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. Solicitation of proxies is being made by
the mailing of this Notice and Proxy Statement with its enclosures on or about
February 2, 2001.
Shareholders of record at the close of business on January 23, 2001 will be
entitled to one vote for each share held. As of January 23, 2001, the following
number of shares of each Series were outstanding:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NUMBER OF NUMBER OF
SHARES SHARES
OUTSTANDING: OUTSTANDING:
SERIES: SERIES:
Bond Series Managed Sectors Series
Capital Appreciation Series Massachusetts Investors Growth
Capital Opportunities Series Stock Series
Emerging Growth Series Massachusetts Investors Trust
Emerging Markets Equity Series Series
Equity Income Series Mid Cap Growth Series
Global Asset Allocation Series Money Market Series
Global Governments Series New Discovery Series
Global Growth Series Research Growth and Income
Global Telecommunications Series
Series Research International Series
Global Total Return Series Research Series
Government Securities Series Strategic Growth Series
High Yield Series Strategic Income Series
International Growth and Technology Series
Income Series Total Return Series
International Growth Series Utilities Series
</TABLE>
On that date, all shares of each Series were owned of record by Sun Life
Assurance Company of Canada (U.S.) ("Sun Life of Canada (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 D, Sun Life of Canada (U.S.) Variable
<PAGE>
Account F, Sun Life (N.Y.) Variable Account C and Sun Life (N.Y.) Variable
Account D (the "Variable Accounts"), separate accounts established to fund
benefits under variable contracts issued by Sun Life of Canada (U.S.) and Sun
Life (N.Y.), respectively. Sun Life of Canada (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 each Series 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.
VOTE REQUIRED: Shareholders of all Series will vote together on Item 1.
Shareholders of each Series will vote separately on each of Items 2, 3 and 5.
Only Shareholders of the Money Market Series will vote on Item 4.
Each nominee named in Item 1 must be elected by a plurality of the shares of
the Trust voted at the Meeting.
Approval of Items 2, 3 and 4 requires the affirmative vote of a "majority of
the outstanding voting securities" of the relevant Series. Under the Investment
Company Act of 1940, as amended (the "1940 Act"), the vote of "a majority of
the outstanding voting securities" means the affirmative vote of the lesser of
(a) 67% or more of the voting securities present at the meeting or represented
by proxy if holders of more than 50% of the outstanding voting securities are
present or represented by proxy or (b) more than 50% of the outstanding voting
securities.
Approval of Item 5 requires the affirmative vote of a majority of the shares of
the relevant Series voted at the Meeting.
The following table summarizes these voting requirements:
<TABLE>
<CAPTION>
<S> <C> <C>
Shareholders Entitled to Vote Vote Required for Approval
Item 1 Shareholders of each Series vote Each nominee must be elected by a
(Election of Trustees) together for each nominee plurality of the shares of the
Trust voted at the Meeting
Item 2 Shareholders of each Series vote Approved by a "majority of the
(Approval of Amended and Restated separately outstanding voting securities" of
Declaration of Trust) each Series
Item 3 Shareholders of each Series vote Approved by a "majority of the
(Changes to Certain Fundamental separately outstanding voting securities" of
Investment Policies) the relevant Series
Item 4 Shareholders of the Money Market Approved by a "majority of the
(Change to Investment Objective) Series only outstanding voting securities" of
the Money Market Series
<PAGE>
Item 5 Shareholders of each Series vote Approved by a majority of the
(Ratification of Selection of separately shares of the relevant Series
Auditors) voted at the Meeting
</TABLE>
The mailing address of the Trust is 500 Boylston Street, Boston, Massachusetts
02116. A copy of the Annual Report for the Series may be obtained without
charge by contacting Sun Life Assurance Company of Canada (U.S.), Retirement
Products and Services Division, P.O. Box 1024, Boston, MA 02103, or call by
telephone toll-free at 1-800-752-7215.
ITEM 1 -- TO ELECT A BOARD OF TRUSTEES.
At the Meeting, shareholders will be asked to elect a Board of Trustees. The
existing Trustees have determined, pursuant to the Trust's Declaration of
Trust, that the number of Trustees shall be fixed at ten. Proxies not
containing specific instructions to the contrary will be voted for the election
as Trustees of the ten nominees listed below.
Except for Messrs. Bishop, Dulles, Prieur, Steinhart and Wright, all nominees
are currently Trustees of the Trust and have served in that capacity
continuously since originally elected or appointed. Messrs. Bishop, Dulles,
Prieur, Steinhart and Wright were elected by the Trust's Board of Trustees on
October 25, 2000, subject to approval by the Trust's shareholders. They do not
currently serve as Trustees, but have agreed to do so if elected by
shareholders. If, before the election, any nominee refuses or is unable to
serve, proxies will be voted for a replacement nominee designated by the
current Trustees. Messrs. Adams, Birchfield, Gutow, Horn and Phillips will
continue to serve as Trustees whether or not shareholders approve Item 1.
The Trust does not hold annual shareholder meetings for the purpose of electing
Trustees, and Trustees are not elected for fixed terms. This means that each
Trustee will be elected to hold office until his successor is chosen and
qualified.
The following table presents certain information regarding the Trustees,
nominees for Trustee and the executive officers of the Trust, including their
principal occupations, which, unless specific dates are shown, are of more than
five years duration, although the titles may not have been the same throughout.
NAME, POSITION WITH THE TRUST, AGE
PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS(1)
SAMUEL ADAMS* Trustee (since 5/10/83) (born 10/19/25)
Warner & Stackpole (Attorneys), Partner (until 1999); Kirkpatrick &
Lockhart LLP, Of Counsel.
<PAGE>
J. KERMIT BIRCHFIELD Trustee (since 5/12/97) (born 1/8/40)
Consultant; Displaytech, Inc. (manufacturer of liquid crystal display
technology), Chairman; Century Partners, Inc. (investments), Managing
Director; HPSC, Inc. (medical financing), Director; Dairy Mart Convenience
Stores, Inc. (convenience stores), Director; Intermountain Gas Company,
Inc. (public utility gas distribution), Director.
WILLIAM R. GUTOW Trustee (since 5/12/97) (born 9/27/41)
Private investor and real estate consultant; Capitol Entertainment
Management Company (video franchise), Vice Chairman.
DAVID D. HORN** Trustee (since 4/24/86) (born 6/7/41)
Retired; Sun Life Assurance Company of Canada, Former Senior Vice
President and General Manager for the United States.
DERWYN F. PHILLIPS Trustee (since 4/24/86) (born 8/31/30) Retired; The
Gillette Company, Former Vice Chairman.
ROBERT C. BISHOP Nominee for Trustee (born 1/13/43)
Autoimmune Inc. (pharmaceutical product development), Chairman, Director,
President and Chief Executive Officer; Millipore Corporation
(purification/filtration products), Director; Quintiles Transnational
Corp. (contract services to the medical industry), Director; Bancone
Equity Capital, Life Sciences Advisory Board Member.
FREDERICK H. DULLES Nominee for Trustee (born 3/12/42)
McFadden, Pilkington & Ward (law firm), Partner (April 1997 to December
1999 and since January 2001), Of Counsel (January 2000 to November 2000);
Jackson & Nash, LLP (law firm), Of Counsel (January 2000 to November
2000); McDermott, Will & Emery (law firm), Partner (April 1994 to December
1996), Of Counsel (January 1997 to April 1997).
C. JAMES PRIEUR** Nominee for Trustee, President (since 7/29/99)
(born 4/21/51) Sun Life Assurance Company of Canada, President and Chief
Operating Officer (since April 1999), General Manager, U.S. (since
November 1997); Vice President of Investments, Sun Life Assurance Company
of Canada (1992 to November 1997).
RONALD G. STEINHART Nominee for Trustee (born 6/15/40)
Private Investor; Bank One Corporation, Officer (until January 2000); Bank
One, Texas, N.A., Vice Chairman and Director; Prentiss Properties Trust
(real estate investment trust), Director; NCH Corporation (manufacturer
and distributor), Director.
<PAGE>
HAVILAND WRIGHT Nominee for Trustee (born 7/21/48)
Displaytech, Inc. (manufacturer of liquid crystal display technology),
Chief Executive Officer and Director.
JAMES R. BORDEWICK, JR.* Assistant Secretary and Assistant Clerk (born
3/6/59) Massachusetts Financial Services Company, Senior Vice President and
Associate General Counsel.
MARK E. BRADLEY* Assistant Treasurer (born 11/23/59)
Massachusetts Financial Services Company, Vice President (since March
1997); Putnam Investments, Vice President (prior to March 1997).
STEPHEN E. CAVAN* Secretary and Clerk (born 11/6/53)
Massachusetts Financial Services Company, Senior Vice President, General
Counsel and Secretary.
ROBERT R. FLAHERTY* Assistant Treasurer (born 09/18/63)
Massachusetts Financial Services Company, Vice President (since August
2000); UAM Fund Services, Senior Vice President (since 1996); Chase Global
Fund Services, Vice President (1995 to 1996).
LAURA F. HEALY* Assistant Treasurer (born 3/20/64)
Massachusetts Financial Services Company, Vice President (since December
1996); State Street Bank Fund Administration Group, Assistant Vice
President (prior to December 1996).
ELLEN MOYNIHAN* Assistant Treasurer (born 11/13/57)
Massachusetts Financial Services Company, Vice President (since September
1996); Deloitte & Touche, LLP, Senior Manager (prior to September 1996).
JAMES O. YOST* Treasurer (born 6/12/60)
Massachusetts Financial Services Company, Senior Vice President.
-----------------------
(1) Directorships or trusteeships of companies required to report to the
Securities and Exchange Commission (the "SEC") (i.e., "public
companies").
* "Interested person" (as defined in the 1940 Act) of Massachusetts
Financial Services Company ("MFS"), the address of which is 500
Boylston Street, Boston, Massachusetts.
** "Interested person" (as defined in the 1940 Act) of Sun Life of Canada
(U.S.), the address of which is One Sun Life Executive Park, Wellesley
Hills, Massachusetts.
All of the Trustees are also Members of the Boards of Managers of 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,
<PAGE>
which were established by Sun Life of Canada (U.S.) in connection with the sale
of Compass combination fixed/variable annuity contracts. The executive officers
of the Trust hold similar offices for these variable accounts.
The following table shows the cash compensation paid to the Trustees for the
Series' most recent fiscal year.
<TABLE>
<CAPTION>
TRUSTEE COMPENSATION TABLE
<S> <C> <C> <C> <C> <C> <C>
Samuel J. Kermit William David D. Garth Derwyn F.
Series Adams(1) Birchfield(1) Gutow(1) Horn(1) Marston(1)(3) Phillips(1)
------------------------------------------------------------------------------------------------------------------------------
Bond Series $194 $237 $220 $194 $150 $220
Capital Appreciation Series 7,892 9,608 8,922 7,892 6,108 8,922
Capital Opportunities Series 1,630 1,985 1,843 1,630 1,262 1,843
Emerging Growth Series 5,390 6,561 6,093 5,390 4,171 6,093
Emerging Markets Equity Series 143 174 162 143 111 162
Equity Income Series 153 186 173 153 118 173
Global Asset Allocation Series 467 568 528 467 361 528
Global Governments Series 278 338 314 278 215 314
Global Growth Series 1,685 2,052 1,905 1,685 1,304 1,905
Global Telecommunications 0 0 0 0 0 0
Series
Global Total Return Series 400 487 452 400 310 452
Government Securities Series 1,909 2,323 2,158 1,909 1,477 2,158
High Yield Series 1,326 1,614 1,499 1,326 1,026 1,499
International Growth Series 249 303 282 249 193 282
International Growth and Income 316 384 357 316 244 357
Series
Managed Sectors Series 2,560 3,116 2,894 2,560 1,981 2,894
Massachusetts Investors Growth 2,026 2,467 2,291 2,026 1,568 2,291
Stock Series
Massachusetts Investors Trust 8,346 10,161 9,435 8,346 6,459 9,435
Series
Mid Cap Growth Series 0 0 0 0 0 0
Money Market Series 1,877 2,285 2,121 1,877 1,452 2,121
New Discovery Series 244 297 276 244 189 276
Research Series 4,651 5,662 5,258 4,651 3,599 5,258
Research Growth and Income 295 359 333 295 228 333
Series
Research International Series 112 136 126 112 86 126
Strategic Growth Series 34 41 38 34 26 38
Strategic Income Series 73 89 83 73 57 83
Technology Series 0 0 0 0 0 0
Total Return Series 7,019 8,545 7,935 7,019 5,432 7,935
Utilities Series 1,523 1,854 1,722 1,523 1,179 1,722
</TABLE>
<PAGE>
Total Trustee Fees
from Trust
Trustee and Fund Complex(2)
Samuel Adams $ 57,500
J. Kermit Birchfield 70,000
William Gutow 135,308
David D. Horn 57,500
Garth Marston(3) 44,500
Derwyn F. Phillips 65,000
--------------------------
(1) For the year ended December 31, 2000.
(2) All Trustees receiving compensation from the Trust served as Trustee
of 36 funds within the MFS Fund complex having aggregate net assets at
December 31, 2000 of $15.9 billion, except Mr. Gutow, who served as
Trustee of 64 funds within the MFS complex (having aggregate net
assets at December 31, 2000 of approximately $22.3 billion).
(3) Mr. Marston retired as a Trustee in May, 2000. He currently serves as
Trustee Emeritus.
The Trustees have established a retirement policy providing for the retirement
of all current Trustees and Trustees elected by shareholders after September,
2000 at age 78 and 73, respectively, with an opportunity to serve in a
non-Trustee "Trustee Emeritus" position for up to five years following the date
of retirement. The Trustees have currently fixed the compensation for the
Trustee Emeritus position at one-half of the annual retainer and per meeting
fee paid to the Trustees. Mr. Garth Marston, who retired from the Board in May,
2000, currently serves as a Trustee Emeritus.
The Board of Trustees of the Trust met five times during its last fiscal year.
The Board has a standing Audit Committee, currently composed of Messrs.
Birchfield, Gutow and Phillips, which met twice during the Trust's last fiscal
year, to review the internal and external accounting and auditing procedures of
the Trust and, among other things, to consider the selection of independent
public accountants for the Trust, to approve all significant services proposed
to be performed by its independent public accountants and to consider the
possible effect of such services on the independence of those accountants. The
Board has created a Nominating Committee, composed of Messrs. Birchfield, Gutow
and Phillips, that is responsible for recommending qualified candidates to the
<PAGE>
Board in the event that a position is vacated or created. The Nominating
Committee consists only of Trustees who are not "interested persons" of the
Trust as defined in the 1940 Act. The Nominating Committee would consider
recommendations by shareholders if a vacancy were to exist. Shareholders
wishing to recommend Trustee candidates for consideration by the Nominating
Committee may do so by writing the Secretary of the Trust. Members of the
Nominating Committee confer periodically and hold meetings as required. The
Nominating Committee met once during 2000 and selected the nominees for Trustee
listed above. Each Trustee attended at least 75% of all Board and applicable
committee meetings.
The Trust's Declaration of Trust provides that the Trust will indemnify its
Trustees and officers against liabilities and expenses incurred in connection
with litigation in which they may be involved because of their offices with the
Trust, unless it is finally adjudicated or, in case of a settlement, it has
been determined by fair and reasonable means, that they have not acted in good
faith in the reasonable belief that their actions were in the best interests of
the Trust. However, no indemnification will be paid to any Trustee or officer
for any liability to the Trust or its shareholders which arose by reason of his
willful misfeasance, bad faith, gross negligence or reckless disregard of his
duties.
REQUIRED VOTE
Approval of this proposal as to any nominee will require the affirmative vote
of a plurality of the outstanding shares of the Trust voting at the Meeting in
person or by proxy.
THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
OF EACH SERIES VOTE FOR THE ELECTION OF EACH NOMINEE AS A TRUSTEE OF THE TRUST.
ITEM 2 -- TO AUTHORIZE THE TRUSTEES TO ADOPT AN AMENDED AND RESTATED
DECLARATION OF TRUST.
At the Meeting, shareholders will be asked to authorize the Trustees to adopt
the Amended and Restated Declaration of Trust appearing in Appendix A to this
proxy statement (the "Restated Declaration"). The Restated Declaration amends
the Trust's existing Declaration of Trust (the "Existing Declaration") in its
entirety. The Trustees have approved the Restated Declaration and recommend
that shareholders authorize the Trustees to adopt it. The Restated Declaration
is the standard form that will be used for all new MFS funds organized as
Massachusetts business trusts in the future.
The Restated Declaration gives the Trustees more flexibility and, subject to
applicable requirements of the 1940 Act and Massachusetts law, broader
authority to act. This increased flexibility may allow the Trustees to react
more quickly to changes in competitive and regulatory conditions and, as a
consequence, may allow the Series to operate in a more efficient and economical
manner. Adoption of the Restated Declaration will not alter in any way the
Trustees' existing fiduciary obligations to act with due care and in the
<PAGE>
shareholders' interests. Before utilizing any new flexibility that the Restated
Declaration may afford, the Trustees must first consider the shareholders'
interests and then act in accordance with those interests.
Shareholders should note that the Series' investments and investment policies
will not change by virtue of the adoption of the Restated Declaration. However,
certain of the Series' investment policies will be affected by other items in
this proxy statement.
The Restated Declaration makes a number of significant changes to the Existing
Declaration. Certain of these changes give the Trustees greater flexibility and
broader authority to act without shareholder approval. The most significant
changes are summarized below. In addition to the changes described below, there
are other substantive and stylistic differences between the Restated
Declaration and the Existing Declaration. The following summary is qualified in
its entirety by reference to the Restated Declaration itself, which is attached
as Appendix A to this proxy statement. The attached Restated Declaration has
been marked to show changes from the Existing Declaration.
SIGNIFICANT CHANGES
1. DOLLAR - WEIGHTED VOTING. The Restated Declaration provides that each
shareholder of each Series is entitled to one vote for each dollar of net asset
value of the Series represented by the shareholder's shares of the Series, on
each matter on which that shareholder is entitled to vote. This means that
shareholders with larger investments will have more votes than shareholders
with smaller investments. The Existing Declaration provides that each share of
each Series is entitled to one vote on each matter on which shares of that
Series are entitled to vote. The outcome of items on which shareholders of the
Series vote together as a single class could be particularly affected by the
change to dollar - weighted voting. The Trustees believe this change is
appropriate because it would match a shareholder's economic interest in the
Trust with the shareholder's voting powers, and conversely would prevent a
shareholder who holds many shares with a relatively low price per share (e.g.,
of the Money Market Series) from having disproportionately large voting powers.
2. REORGANIZATION. The Restated Declaration permits the Trustees, without
shareholder approval, to reorganize all or a portion of any Series or class or
the Trust as a whole into another entity, or to incorporate all or a portion of
any Series or class or the Trust as a whole. The Existing Declaration requires
shareholder approval to transfer all of the assets of any Series (a
reorganization or reincorporation would require such a transfer of assets).
Under certain circumstances, it may not be in the shareholders' interest to
require a shareholder meeting to permit all or a portion of the Trust, a Series
or class to reorganize into another entity or to incorporate. For example, in
order to reduce the cost and scope of state regulatory requirements or to take
advantage of a more favorable tax treatment offered by another state, the
Trustees may determine that it would be in the shareholders' interests to
<PAGE>
reorganize a Series to domicile it in another state or to change its legal
form. Under the Existing Declaration, the Trustees cannot effectuate such a
potentially beneficial reorganization without first conducting a shareholder
meeting and incurring the attendant costs and delays. The Restated Declaration
gives the Trustees the flexibility to reorganize all or a portion of the Trust
or any of its Series or classes and achieve potential shareholder benefits
without incurring the delay and potential costs of a proxy solicitation. Such
flexibility should help to assure that the Trust and the Series operate under
the most appropriate form of organization.
The Restated Declaration requires that shareholders receive written
notification of any proposed reorganization transaction.
The Restated Declaration does not permit the Trust or any Series or class to
merge with or sell its assets to another operating entity without first
obtaining shareholder approval.
3. FUTURE AMENDMENTS. The Restated Declaration may be amended without
shareholder approval in most cases. The Existing Declaration may be amended
without shareholder approval only in certain limited circumstances. Under the
Restated Declaration, shareholders generally have the right to vote on any
amendment affecting their voting powers, on any amendment affecting the
amendment provisions of the Restated Declaration, on any amendment required by
law, or by the Trust's registration statement, to be approved by shareholders,
and on any amendment submitted to shareholders by the Trustees. By allowing
amendment of the Restated Declaration without shareholder approval, the
Restated Declaration gives the Trustees the necessary authority to react
quickly to future contingencies.
The Restated Declaration also permits the Trustees to adopt by-laws concerning
the conduct of business of the Trust and to amend or repeal the by-laws at any
time so long as the by-laws are not inconsistent with the Declaration. Under
the Existing Declaration, shareholder approval is required to amend certain
provisions of the by-laws. Those provisions require the Trust to employ a bank
or trust company as custodian for the safekeeping of Trust assets, and are now
more restrictive than applicable law. By allowing amendment of all provisions
of the by-laws without shareholder approval, the Restated Declaration gives the
Trustees the necessary authority to react quickly to future events, including
changes in law.
4. INVESTMENT IN OTHER INVESTMENT COMPANIES. The Restated Declaration permits
each Series to invest in other investment companies to the extent not
prohibited by the 1940 Act, and rules and regulations thereunder. Recent
amendments to the 1940 Act permit mutual funds to invest their assets in one or
more registered investment companies so long as certain conditions are met. It
is possible that there could be additional amendments to the 1940 Act in the
future which affect mutual funds' ability to invest in other funds. An
investment structure where a fund invests all of its assets in a single
investment company is sometimes referred to as a "master/feeder" structure. An
investment structure where a fund invests its assets in more than one
investment company is sometimes referred to as a "fund of funds" structure.
These structures may permit operational efficiencies and economies of scale.
<PAGE>
The Restated Declaration will permit the Series to take advantage of the recent
changes in law, as well as any future changes in law or regulation on this
topic. Under the Restated Declaration, the Trustees have the power to implement
a master/feeder, fund of funds or other similar structure without seeking
shareholder approval. While the Trustees have no current intention of
implementing a master/feeder, fund of funds or other similar structure at this
time, the Trustees believe it could be in the best interest of the Series to do
so at a future date. Shareholders of a Series would be notified if the Trustees
decide to implement such a structure for that Series, and no Series will
implement such a structure unless its investment restrictions permitted it to
do so. The Series' investment restrictions are addressed in Item 3 in this
proxy statement.
5. REDEMPTION. The Restated Declaration permits the Trustees to redeem shares
at any time for any reason the Trustees deem appropriate. The Existing
Declaration permits the Trustees to redeem shares only in certain limited
circumstances. Under the Restated Declaration, the Trustees will be able to
cause a shareholder's shares to be redeemed in order to eliminate small
accounts for administrative efficiencies and cost savings, to protect the tax
status of a Series if necessary, and if it is determined, pursuant to policies
adopted by the Trustees, that such redemption is in the best interests of the
other shareholders of the applicable Series (for example, in the case of a
market timer). The Restated Declaration also clarifies that redemption fees and
back-end sales charges may be charged upon redemption although there is no
current intention to do so.
6. CLASSES OF SHARES. The Restated Declaration permits the Trustees to divide
shares of the Trust or any Series into one or more classes and to establish the
rights, privileges and preferences of any such classes. As a general matter,
the Restated Declaration incorporates references to classes of shares where
appropriate. As is the case under the Existing Declaration with respect to the
termination of any Series, the Restated Declaration permits the Trustees,
without shareholder approval, to terminate any class of any Series at any time.
OTHER CHANGES
The Restated Declaration also changes the Existing Declaration as follows:
1. The Restated Declaration permits the Series to enter into and amend
advisory and subadvisory agreements without shareholder approval if
permitted by the 1940 Act or any exemptive order issued under such Act.
2. The Restated Declaration explicitly allows the Trustees to effect mergers,
reorganizations and similar transactions through any method approved by
the Trustees, including share-for-share exchanges, transfers or sales of
assets, shareholder in-kind redemptions and purchases, and exchange
offers.
3. The Restated Declaration confirms and clarifies various existing Trustee
powers. For example, the Restated Declaration clarifies that, among other
<PAGE>
things, the Trustees may delegate authority to investment advisers and
other agents, may guarantee the indebtedness and contractual obligations
of others on behalf of the Trust, may purchase insurance insuring Trusts
assets, employees and Trustees, and may invest Trust assets in all types
of investments including derivatives. The Restated Declaration also
provides that the Trustees may, but are not obligated to, employ a
custodian for the safekeeping of Trust assets.
4. The Restated Declaration provides that the Trustees may enter into
distribution contracts providing for the sale of shares of one or more
Series or classes. Under any distribution contracts, the Trust may either
agree to sell the shares to the other party to the contract or may appoint
any such other party its sales agent for the shares.
5. The Restated Declaration provides for (i) the removal of any Trustee at
any time by the affirmative vote of two-thirds of the outstanding shares
of the Trust or by the vote of two-thirds of the remaining Trustees, (ii)
the automatic retirement of Trustees in accordance with any retirement
policy set by the Trustees, and (iii) the automatic retirement of Trustees
when their terms, if any, expire. The Restated Declaration does not
require the Trustees to provide notice to shareholders of the appointment
of a new Trustee.
6. The Restated Declaration states that by becoming a shareholder of the
Trust or any Series each shareholder shall be held expressly to have
assented to and agreed to be bound by the provisions of the Restated
Declaration.
7. The Restated Declaration clarifies that except when a larger vote is
required by applicable law or by any provision of the Declaration or the
by-laws of the Trust, a majority of the shares voted in person or by proxy
will decide any questions and a plurality will elect a Trustee. However,
where any provision of law or of the Declaration requires that the holders
of any Series or class vote as a Series or class, then a majority of the
shares of that Series or class voted on the matter will decide that matter
insofar as that Series or class is concerned. A similar provision
previously was contained in the by-laws of the Trust.
8. The Restated Declaration states that rights to indemnification or
insurance cannot be limited retroactively.
9. The Restated Declaration no longer requires that the number of Trustees be
fixed in writing or that Trustees be appointed in writing, and provides
that the Trustees may act by majority written consent. The Restated
Declaration also provides that shareholders may receive notices and other
information electronically, and simplifies the information delivery
requirements for shareholders in the same household. These provisions are
intended to simplify administration of the Trust's affairs.
10. The Restated Declaration states that shareholders of all Series of the
Trust generally will vote together on all matters except when the Trustees
<PAGE>
determine that only shareholders of particular Series or Class are
affected by a particular matter or when applicable law requires
shareholders to vote separately by Series or Class.
11. The Restated Declaration states that shareholders may not bring suit on
behalf of the Trust without first requesting that the Trustees bring such
suit unless there would be irreparable injury to the Trust or if a
majority of the Trustees has personal financial interest in the action.
Trustees are not considered to have a personal financial interest by
virtue of being compensated for their services as Trustees or as trustees
of funds with the same or an affiliated investment adviser or distributor.
A similar provision appears in the Trust's By-Laws.
12. The Restated Declaration states that actions taken by the Trustees and
officers in good faith and with reasonable care are binding on all
concerned.
If the Restated Declaration is not approved by each Series, the Existing
Declaration will remain in effect.
REQUIRED VOTE
The affirmative vote of the holders of a "majority of the outstanding voting
securities" of each Series, voting separately, is required to authorize the
Trustees to adopt the Restated Declaration.
THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
OF EACH SERIES VOTE FOR AUTHORIZING THE TRUSTEES TO ADOPT THE AMENDED AND
RESTATED DECLARATION OF TRUST.
ITEM 3 -- TO AMEND, REMOVE OR ADD CERTAIN FUNDAMENTAL INVESTMENT POLICIES OF THE
SERIES.
Each Series has adopted certain investment restrictions or policies that are
"fundamental," meaning that as a matter of law they cannot be changed without
shareholder approval. Over time, some Series have adopted fundamental policies
to reflect certain regulatory, business or industry conditions. Changes in
applicable law now permit investment companies like the Series to eliminate
certain of these policies.
The Board of Trustees, together with the Trust's officers and MFS, has reviewed
the Series' current fundamental policies, and has concluded that certain
policies should be eliminated or revised based on the development of new
practices and changes in applicable law. In certain cases, an additional
fundamental policy is required. The proposed revised policies for each Series
are listed in Appendix B. At the Meeting, shareholders will be asked to approve
the revised policies and to eliminate all other fundamental policies.
The revised policies maintain important investor protections while providing
flexibility to respond to changing markets, new investment opportunities and
<PAGE>
future changes in applicable law. The Trustees believe that implementing the
revised policies will facilitate MFS' management of the Series' assets and
simplify the process of monitoring compliance with investment policies.
THE PROPOSED AMENDMENTS DO NOT AFFECT THE INVESTMENT OBJECTIVES OF THE SERIES,
WHICH REMAIN UNCHANGED. THE SERIES WILL CONTINUE TO BE MANAGED IN ACCORDANCE
WITH THE INVESTMENT POLICIES DESCRIBED IN THE PROSPECTUS. MOREOVER, THE BOARD
DOES NOT ANTICIPATE THAT THE CHANGeS, INDIVIDUALLY OR IN THE AGGREGATE, WILL
CHANGE TO A MATERIAL DEGREE THE LEVEL OF INVESTMENT RISK ASSOCIATED WITH AN
INVESTMENT IN ANY SERIES.
Each investment policy proposed to be revised, eliminated or added is discussed
below. The Series affected by the proposed changes are listed in italics at the
beginning of each section. Appendix B lists the fundamental policies that will
apply to each Series if shareholders of that Series approve this proposal.
Appendix C lists each Series' current fundamental investment policies and the
proposed action to be taken with respect to each policy.
A. Borrowing
Changes proposed for all Series
It is proposed that the policy concerning borrowing be changed so that each
Series may borrow money only to the extent such borrowing is not prohibited by
the 1940 Act and exemptive orders granted under such Act.
Currently, certain Series may borrow up to specified percentages of their
assets, and there are no restrictions on what those borrowings may be used for.
Certain other Series may borrow only for extraordinary or emergency purposes to
meet redemption requests and may not pledge their assets to secure their
borrowings or may pledge assets only to a limited extent. Some of these Series
also may not borrow for leverage purposes and may not purchase any investments
when borrowings are outstanding or may do so only to a limited extent.
The 1940 Act does not require that borrowings be made solely for emergency
purposes, nor does the 1940 Act require any limit on assets pledged to secure
borrowings. It is possible that the Series' existing policies could prevent
them from borrowing when it is in the best interests of shareholders to do so.
The revised policy will give the Series the maximum amount of flexibility to
borrow permitted by applicable law, and the ability to pledge their assets to
support those borrowings if necessary. Currently, the 1940 Act permits
investment companies like the Series to borrow money so long as there is 300%
asset coverage of the borrowings. This means that borrowings cannot exceed
one-third of an investment company's total assets after subtracting liabilities
other than the borrowings. Of course, this law could change in the future. If
the Series intend to borrow to any material extent, this intention will be
disclosed in the Series' prospectus or statement of additional information.
<PAGE>
B. Underwriting Securities
Changes proposed for all Series
It is proposed that the policy concerning underwriting securities be changed so
that each Series may not underwrite securities issued by other persons, except
that all or any portion of the assets of the Series may be invested in one or
more investment companies, to the extent not prohibited by the 1940 Act and
exemptive orders granted under such Act, and except insofar as the Series may
technically be deemed an underwriter under the Securities Act of 1933, as
amended, in selling a portfolio security.
Currently, each Series is prohibited from underwriting securities issued by
others except to the extent the Series may be deemed to be an underwriter,
under the federal securities laws, in connection with the disposition of
portfolio securities. The revised policy also provides that a Series shall not
be deemed to underwrite securities by virtue of employing a master/feeder or
fund-of-funds investment structure as permitted by applicable law. Utilizing
these investment structures is discussed in Item 2 of this proxy statement
(under "Significant Changes -- 4. Investment in Other Investment Companies")
and in section K below.
C. Real Estate, Oil and Gas, Mineral Interests, and Commodities
Changes proposed for all Series
It is proposed that the policy concerning real estate, oil, gas and mineral
interests, and commodities be changed so that each Series may not purchase or
sell real estate (excluding securities secured by real estate and securities of
companies that deal in real estate), interests in oil, gas or mineral leases,
commodities or commodity contracts (excluding currencies, options, futures and
forwards) in the ordinary course of its business. Each Series will retain the
right to hold and sell real estate, mineral leases, commodities or commodity
contracts acquired as a result of the ownership of securities.
As noted in Appendix C, certain Series currently have separate policies
regarding investment in real estate and interests in oil, gas or mineral
leases. The revised policy combines these separate policies into one.
The revised policy also clarifies that the restrictions relating to investments
in real estate and commodities do not apply to investments in currencies, any
type of option contract, futures contracts, forward contracts, 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. While some of these clarifications are included in the current
policies for some Series, the revised policy will apply to each Series on a
consistent basis. If the Series intend to make these types of investments to
any material extent, this intention will be disclosed in the Series' prospectus
or statement of additional information.
<PAGE>
D. Issuance of Senior Securities
It is proposed that the policy concerning the issuance of senior securities be
changed so that each Series may issue senior securities only to the extent not
prohibited by the 1940 Act and exemptive orders granted under such Act. For
purposes of this restriction, collateral arrangements with respect to swaps,
options, futures, forwards and initial and variation margin are not deemed to
be the issuance of a senior security.
<TABLE>
<CAPTION>
<S> <C> <C>
Changes proposed for:
Bond Series International Growth Series
Capital Opportunities Series Massachusetts Investors Growth Stock Series
Emerging Growth Series Mid Cap Growth Series
Emerging Markets Equity Series New Discovery Series
Equity Income Series Research Growth and Income Series
Global Asset Allocation Series Research International Series
Global Growth Series Research Series
Global Telecommunications Strategic Growth Series
Series Strategic Income Series
Global Total Return Series Technology Series
International Growth and Income
Series
</TABLE>
Currently, each Series listed above is subject to a fundamental investment
policy that provides that it may not issue any senior securities except as
permitted by the 1940 Act. Certain technical changes are being made to this
policy to clarify the circumstances in which a Series may issue senior
securities, including pursuant to any exemptive relief under the 1940 Act.
Changes proposed for:
Capital Appreciation Series Massachusetts Investors Trust Series
Global Governments Series Money Market Series
Government Securities Series Total Return Series
High Yield Series Utilities Series
Managed Sectors Series
Each Series listed above currently has, instead of a fundamental policy about
the issuance of senior securities, a fundamental policy that prevents the
Series from purchasing any security on margin. Margin transactions generally
involve the purchase of securities with money borrowed from a broker, with cash
or securities being used as collateral against the loan. The staff of the SEC
currently takes the position that margin transactions are prohibited by the
1940 Act because they involve borrowing from a broker (which is not permitted),
rather than from a bank (which is permitted in certain circumstances). MFS has
recommended the elimination of this policy on margin transactions to provide
<PAGE>
the Series with the maximum amount of flexibility permitted by applicable law,
and any future changes in law, on this topic. Accordingly, it is proposed that
this policy be deleted in its entirety for each Series listed above and
replaced with the policy described above relating to the issuance of senior
securities.
E. Lending of Money or Securities
Changes proposed for all Series
It is proposed that the policy concerning lending money be changed so that each
Series may make loans only to the extent not prohibited by the 1940 Act and
exemptive orders granted under such Act.
Currently, each Series is prohibited from lending money. Certain Series are
also prohibited from lending their securities. Investments in commercial paper,
debt securities and repurchase agreements are not treated as loans for purposes
of these policies. The revised policy will permit each Series to make loans,
whether of money or securities, so long as the transactions are permitted by
applicable law. Lending securities may be a source of income to the Series and
is permitted under the 1940 Act, subject to certain limitations. As with other
extensions of credit there are risks of delay in recovery or even loss of
rights in the underlying securities should the borrower of the securities fail
financially. However, in accordance with procedures approved by the Trustees,
loans would be made only to firms deemed by MFS to be of good standing, and
when, in the judgment of MFS, the consideration which can be earned currently
from securities loans justifies the attendant risk.
It is unlikely that the Series would lend money, except to the extent that the
purchase of debt securities can be considered a loan; however, the Series could
lend money to other Series or to other funds advised by MFS or one of its
affiliates. Loans to other Series or MFS-advised funds would require exemptive
relief from the SEC.
F. Industry Concentration
Changes proposed for all Series except the Global Governments Series,
Global Telecommunications Series, Government Securities Series, Managed
Sectors Series and Utilities Series
It is proposed that the policy concerning concentration in a particular
industry be changed so that each Series may not purchase any securities of an
issuer of a particular industry if as a result 25% or more of that Series'
total assets (taken at market value at the time of purchase) would be invested
in securities of issuers whose principal business activities are in the same
industry.
Currently, each Series except the Global Governments Series, Global
Telecommunications Series, Government Securities Series, Managed Sectors Series
and Utilities Series is prohibited from investing more than 25% of the value of
its assets in any one industry. The revised policy clarifies that this
<PAGE>
calculation is made with respect to a Series' total assets taken at market
value at the time of purchase of the security in question.
The revised concentration policy for the Money Market Series would not apply to
securities or obligations issued or guaranteed by banks or bank holding
companies, finance companies or utility companies. The current concentration
policy for the Money Market Series states that the policy does not apply to
certificates of deposit or securities issued or guaranteed by domestic banks.
Thus, the Money Market Series would be able to invest a greater percentage of
its assets in non-domestic banks, bank holding companies, finance companies and
utility companies than it would be able to under the current concentration
policy.
Changes proposed for:
Global Governments Series
Government Securities Series
Managed Sectors Series
These Series currently do not have a concentration policy. It is proposed that
these Series adopt the revised concentration policy described in this section.
G. Short Sales - Removal of Policy
Removal of policy proposed for:
Capital Appreciation Series Massachusetts Investors Trust Series
Global Governments Series Money Market Series
Government Securities Series Total Return Series
High Yield Series Utilities Series
Managed Sectors Series
Currently, each Series listed above is prohibited from making short sales of
securities, except that certain Series may make short sales "against the box"
(short sales where the Series owns or has the right to acquire at no added cost
securities identical to those sold short). The 1940 Act prohibits mutual funds
from making short sales of securities except in accordance with SEC rules and
regulations. The SEC has not adopted any rules or regulations relating to short
sales, except that the staff of the SEC regards a short sale as a form of
leverage and has taken positions with respect to the use of leveraging
transactions. Accordingly, the Series' investment policy is more restrictive
than applicable law. Each Series is proposing to delete this policy in its
entirety in order to have the maximum amount of flexibility permitted by
applicable law, and any future changes in law, on this topic.
In a typical short sale a Series borrows securities from a broker that it
anticipates will decline in value in order to sell to a third party. The Series
becomes obligated to return securities of the same issue and quantity at some
<PAGE>
future date, and it realizes a profit or loss depending upon whether the market
price of the security decreases or increases between the date of the short sale
and the date on which the Series must replace the borrowed security. Because
the value of a particular security can increase without limit, a Series could
potentially realize losses with respect to short sales that are not "against
the box" that could be significantly greater than the value of the securities
at the time they are sold short. If a Series intends to engage in short sales
to any material extent, the prospectus and statement of additional information
will disclose that intention.
H. Illiquid Investments - Removal of Policy
Removal of policy proposed for:
Capital Appreciation Series Massachusetts Investors Trust Series
Global Governments Series Money Market Series
Government Securities Series Total Return Series
High Yield Series Utilities Series
Managed Sectors Series
Currently, the Government Securities Series and the Money Market Series are
prohibited from investing in securities of issuers which are not readily
marketable (except for certain repurchase agreements), and the other Series
named above are prohibited from investing more than 10% of their total assets
(15% for the Utilities Series) in securities of issuers which are not readily
marketable.
These investment policies are more restrictive than the current policies of the
SEC. The staff of the SEC has taken the position that if a mutual fund holds a
material percentage (i.e., 10% of the net assets of a money market fund and 15%
of the net assets of other types of mutual funds) of its assets in illiquid
investments, or securities that may not be sold or disposed of in the ordinary
course of business at approximately the price at which the fund values the
investments, there may be a question as to the fund's ability to pay redemption
proceeds on shares redeemed within seven days of the redemption request. The
Series wish to remove the current investment policies in order to have the full
flexibility permitted by applicable law and policy positions, and any future
changes in law and policy, on this topic.
Of course, each Series will continue to adhere to applicable rules and policies
relating to investments in illiquid securities. Current SEC policies require
that a fund's ability to invest in these types of securities should be
disclosed in its prospectus. The Series' prospectus or statement of additional
information complies with this policy.
<PAGE>
I. Repurchase Agreements - Removal of Policy
Removal of policy proposed for:
Capital Appreciation Series Managed Sectors Series
Global Governments Series Massachusetts Investors Trust Series
Government Securities Series Money Market Series
High Yield Series Total Return Series
Currently, each Series listed above is prohibited from entering into repurchase
agreements if, as a result, more than 10% of the Series' total assets would be
subject to repurchase agreements maturing in more than seven days. As described
under section H. above, this policy is more restrictive than the current policy
of the SEC with respect to securities that may be considered illiquid, such as
repurchase agreements maturing in more than seven days. These Series are
proposing to delete this investment policy in order to permit the Series the
maximum flexibility with respect to their investments in repurchase agreements.
Of course, each of the Series will continue to adhere to applicable rules and
policies relating to investments in illiquid securities.
J. Transactions with Affiliates - Removal of Policy
Removal of policy proposed for:
Capital Appreciation Series Managed Sectors Series
Global Governments Series Massachusetts Investors Trust Series
Government Securities Series Money Market Series
High Yield Series Total Return Series
Currently, each Series listed above is prohibited from investing in securities
of issuers in which the Series' Trustees or the Directors and officers of MFS,
Sun Life of Canada (U.S.) or Sun Life (N.Y.) own a certain percentage of
securities. This policy was required by certain state laws which no longer
apply to the Series. It is proposed that this policy be eliminated in order to
provide each Series with the maximum amount of flexibility.
If this policy is eliminated, a Series would be able to invest in the
securities of any issuer without regard to ownership in that issuer by
management of the Series, MFS, Sun Life of Canada (U.S.), or Sun Life (N.Y.),
except to the extent prohibited by the Series' investment objective and
policies and the 1940 Act. Transactions with affiliates are permitted under the
1940 Act only in limited circumstances, and MFS maintains a code of ethics to
monitor affiliated transactions affecting the Series. Therefore, the Trustees
believe this policy is no longer necessary.
<PAGE>
K. Securities of other Investment Companies - Removal of Policy
Removal of policy proposed for:
Capital Appreciation Series Managed Sectors Series
Global Governments Series Massachusetts Investors Trust Series
Government Securities Series Money Market Series
High Yield Series Total Return Series
Currently, each Series listed above is prohibited from investing in securities
of other investment companies. This policy deals with certain anti-pyramiding
concerns addressed by the 1940 Act. However, the 1940 Act permits mutual funds
to invest their assets in one or more investment companies so long as certain
conditions are met. In order to take advantage of the flexibility of current
and future applicable law and regulation, it is proposed that these Series
eliminate this policy. The Series have no current intention to invest all or
substantially all of their assets in other investment companies at this time.
However, the Series may invest a more limited amount of their assets in other
investment companies in accordance with the requirements of the 1940 Act and
the regulations thereunder. If the Series intend to invest in other investment
companies to any material extent, this intention will be disclosed in the
Series' prospectus or statement of additional information.
L. Options - Removal of Policy
Removal of policy proposed for:
Capital Appreciation Series Managed Sectors Series
Global Governments Series Massachusetts Investors Trust Series
Government Securities Series Money Market Series
High Yield Series Total Return Series
Currently, each Series listed above is prohibited from purchasing certain types
of options. This policy was required by certain state laws which no longer
apply to the Series. The Trustees have recommended the elimination of this
policy in order to provide the Series with the maximum amount of flexibility.
If the proposal is approved, each Series would no longer be prohibited under
its fundamental policies from engaging in a variety of options transactions for
hedging purposes and to increase investment return. The Trustees believe that
this enhanced flexibility could assist a Series in achieving its investment
objective under certain market conditions. A call option gives the holder the
right to purchase, and obligates the writer to sell, an asset such as a
security, a currency or a unit of an index, at the exercise price prior to or
on the expiration date. A put option gives the holder the right to sell, and
obligates the writer to buy, an asset at the exercise price prior to or on the
expiration date. In order for a put option purchased by a Series to be
<PAGE>
profitable, the market price of the underlying asset must decline sufficiently
below the exercise price to cover the premium and transaction costs paid by a
Series. In order for a call option purchased by the Series to be profitable,
the market price of the underlying asset must rise sufficiently above the
exercise price to cover the premium and transaction costs paid by the Series.
If an option expires unexercised, a Series will receive nothing for its premium
payment.
When a Series writes a call option, it gives up the opportunity to profit from
any increase in the price of an asset above the exercise price of the option;
when it writes a put option, the Series takes the risk that it will be required
to purchase an asset from the option holder at a price above the current market
price of that asset. A Series receives a premium for writing a call or a put
option (representing the cost of the option), which increases the return if the
option expires unexercised or is closed out at a net profit.
The successful use of options depends on the ability of MFS to forecast
correctly interest rate and market movements. The effective use of options also
depends on a Series' ability to terminate option positions at times when MFS
deems it desirable to do so. There is no assurance that the Series will be able
to effect closing transactions at any particular time or at an acceptable
price. Disruptions such as trading interruptions or restrictions on option
exercise in the markets for securities and other assets underlying options
purchased or sold by a Series could result in losses on an option, including
the entire investment by the Series in the option.
If the Series intend to invest in options to any material extent, this
intention will be disclosed in the Series' prospectus or statement of
additional information.
M. Investment for the Purpose of Exercising Control of Management - Removal
of Policy
Removal of policy proposed for:
Capital Appreciation Series Massachusetts Investors Trust Series
Global Governments Series Money Market Series
Government Securities Series Total Return Series
High Yield Series Utilities Series
Managed Sectors Series
Currently, each Series listed above is prohibited from investing for the
purpose of exercising control or management of another issuer. This policy is
not required by applicable laws and regulations, and in certain circumstances
may unduly restrict MFS from exerting influence with the management of issuers
in which a Series invests when to do so would be in the best interests of the
Series' and its shareholders. For these reasons, it is proposed that this
investment policy be removed for each Series.
<PAGE>
N. Investments in a Single Issuer - Removal of Policy
Removal of policy proposed for:
Capital Appreciation Series Managed Sectors Series
Emerging Growth Series Massachusetts Investors Trust Series
Global Governments Series Money Market Series
Government Securities Series Research Series
High Yield Series Total Return Series
Currently, each Series listed above is prohibited from purchasing securities of
any issuer (other than U.S. Government obligations) if, as a result of such
purchase, more than a particular percentage (ranging from 5% to 10% depending
upon the Series) of the value of its assets would be invested in the securities
of that issuer. Certain other Series are also prohibited from purchasing more
than 10% of any class of securities of any issuer and/or from purchasing the
securities of any issuer if such purchase at the time thereof would cause more
than 10% of the voting securities of such issuer to be held by the Series.
Under the 1940 Act, a mutual fund that is "diversified" may not, as to 75% of
its total assets, hold more than 10% of an issuer's outstanding voting
securities or invest more than 5% of its assets in any one issuer. Each Series
listed above, other than the Global Governments Series, the High Yield Series
and the Managed Sectors Series, is "diversified," and cannot elect to be
treated as non-diversified without shareholder approval. There is no intention
to seek to change these Series from "diversified" to non-diversified status. In
addition, each Series must meet certain diversification requirements under the
Internal Revenue Code in order to qualify for beneficial tax treatment as a
regulated investment company. Each Series, including the Global Governments
Series, the High Yield Series and the Managed Sectors Series intends to meet
the applicable diversification requirements to qualify as a regulated
investment company for tax purposes. The investment policies that limit a
diversified Series' investments in a single issuer to 5% or 10% of its assets
(depending upon the Series) and that prohibit a diversified Series from
purchasing more than 10% of the securities of an issuer are more restrictive
than the 1940 Act requires for a diversified fund. The Trustees also believe
that it is unnecessary to have fundamental policies that repeat or are more
restrictive than what the 1940 Act or the Internal Revenue Code requires.
Accordingly, the Series listed above propose to delete these investment
polices.
O. Investments in a Particular Type of Security - Removal of Policy
Removal of policy proposed for:
Government Securities Series
Money Market Series
<PAGE>
Currently, the Government Securities Series and the Money Market Series are
prohibited from purchasing equity securities or voting securities. In addition,
the Government Securities Series may not purchase interests in pools of
mortgages evidenced by direct pass through mortgage certificates if, as a
result of such purchase, more than 90% of the value of its assets would be
evidenced by direct pass through mortgage certificates. The Money Market Series
may not purchase local or state government securities.
The Government Securities Series is not expected to invest in equity securities
or voting securities and is not expected to have more than 90% of the value of
its assets evidenced by direct pass through mortgage certificates.
Nevertheless, the Trustees believe that having these restrictions as
fundamental policies is unnecessary and may be unduly burdensome.
The Money Market Series complies with 1940 Act regulations that apply to money
market funds. These regulations require that the Money Market Series'
investments mature or be deemed to mature within 397 days from the date
purchased and that the average maturity of the Series' investments (on a
dollar-weighted basis) be 90 days. In addition, all of the Money Market Series'
investments must be in U.S. dollar-denominated high quality securities which
have been determined by MFS to present minimal credit risks. Because these
regulations typically would prevent the Money Market Series from investing in
equity securities and voting securities, the Trustees believe that it is
unnecessary to have additional fundamental policies with respect to equity
securities and voting securities. In addition, the Trustees believe that the
Series should not be restricted from purchasing local or state government
securities, although this is not expected to be the focus of the Series'
investments, provided that these securities meet the high credit quality
standards of the regulations applying to money market funds.
Accordingly, it is proposed that these investment policies be deleted.
REQUIRED VOTE
Approval of this Item with respect to a Series will require the affirmative
vote of the holders of a "majority of the outstanding voting securities" of
that Series.
THE BOARD OF TRUSTEES HAS CONCLUDED THAT THE PROPOSAL TO AMEND, REMOVE OR ADD
THE FUNDAMENTAL INVESTMENT POLICIES OF EACH SERIES WILL BENEFIT EACH SERIES AND
ITS SHAREHOLDERS. THE TRUSTEES UNANIMOUSLY RECOMMEND VOTING FOR THE PROPOSAL.
ITEM 4 -- TO CHANGE THE INVESTMENT OBJECTIVE OF THE MONEY MARKET SERIES FROM
FUNDAMENTAL TO NON-FUNDAMENTAL (ONLY MONEY MARKET SERIES SHAREHOLDERS
MAY VOTE ON THIS ITEM).
At the Meeting, shareholders of the Money Market Series will be asked to
approve changing the investment objective of the Money Market Series from
fundamental to non-fundamental. The investment objective of the Money Market
<PAGE>
Series is to seek maximum current income to the extent consistent with
stability of principal by investing exclusively in money market instruments
identified in the prospectus maturing in less than 13 months. Currently, this
objective is fundamental, meaning that it may not be changed without
shareholder approval. It is proposed that the investment objective be changed
to non-fundamental, meaning that it may be changed without shareholder
approval. The Trustees have no current intention to change the investment
objective of this Series.
Permitting a Series' investment objective to be changed without shareholder
approval is consistent with current industry practice for other mutual funds
and for the other Series of the Trust. Of course, shareholders would be
notified of any future change.
REQUIRED VOTE
Approval of this Item will require the affirmative vote of the holders of a
"majority of the outstanding voting securities" of the Money Market Series.
THE BOARD OF TRUSTEES HAS CONCLUDED THAT THIS PROPOSAL WILL BENEFIT THE MONEY
MARKET SERIES AND ITS SHAREHOLDERS. THE TRUSTEES UNANIMOUSlY RECOMMEND VOTING
FOR THE PROPOSAL.
ITEM 5 -- TO RATIFY THE SELECTION OF ACCOUNTANTS.
At the Meeting, shareholders will be asked to ratify the selection of
accountants for the Series. The Trustees, including a majority of the Trustees
who are not "interested persons" (as that term is defined in the 1940 Act) of
the Trust, have selected Deloitte & Touche LLP as independent public
accountants to certify every financial statement of each Series required by any
law or regulation to be certified by independent public accountants and filed
with the SEC in respect of all or any part of the fiscal year ending December
31, 2001. It is intended that proxies not limited to the contrary will be voted
in favor of ratifying that selection. Deloitte & Touche LLP currently serves as
the independent public accountant for each Series. Deloitte & Touche LLP has no
direct or material indirect interest in the Trust or in any Series.
Representatives of Deloitte & Touche LLP are not expected to be present at the
Meeting.
REQUIRED VOTE
Approval of this proposal with respect to a Series will require the affirmative
vote of a majority of the shares of that Series voted at the Meeting in person
or by proxy.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF EACH
SERIES VOTE FOR THE RATIFICATION OF THE SELECTION OF ACCOUNTANTS.
INVESTMENT ADVISER AND ADMINISTRATOR
The Trust engages as its investment adviser and administrator MFS, a Delaware
corporation with offices at 500 Boylston Street, Boston, Massachusetts 02116.
<PAGE>
MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings,
Inc., One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481, which
is in turn an indirect wholly owned subsidiary of Sun Life Assurance Company of
Canada, 150 King Street West, Toronto, Canada M5H1J9.
MANNER OF VOTING PROXIES
All proxies received by management will be voted on all matters presented at
the Meeting, and if not limited to the contrary, will be voted "for" the
matters listed in the accompanying Notice of Special Meeting of Shareholders
and "for" any other matters deemed appropriate. With respect to each Series,
the presence in person or by proxy of the holders of a majority of the
outstanding shares of that Series entitled to vote is required to constitute a
quorum at the Meeting for purposes of voting on Items 1 through 5.
If a proxy is properly executed and returned and is marked with an abstention
(collectively, "abstentions"), the shares represented thereby will be
considered to be present at the Meeting for purpose of determining the
existence of a quorum for the transaction of business. Abstentions will not
constitute a vote "for" or "against" a matter and will be disregarded in
determining the "votes cast" on an issue. Therefore, abstentions will have the
same effect as a vote "against" Items 2, 3 and 4 and will have no effect on
Items 1 or 5.
The costs of the proxy solicitation and expenses incurred in connection with
the preparation, printing and mailing of this proxy statement and its
enclosures are estimated to be $__________ and will be borne by the Trust. The
Trust will reimburse the record holders of its shares for their expenses
incurred in sending proxy material to and obtaining voting instructions from
contract owners and participants.
The Trust knows of no other matters to be brought before the Meeting. If,
however, because of any unexpected occurrence, any other matters properly come
before the Meeting, it is the Trust'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.
INTERESTS OF CeRTAIN PERSONS
Shares of each Series are sold exclusively to insurance company separate
accounts. Accordingly, as of December 31, 2000, no Trustee or officer owned
shares of the Trust.
As of December 31, 2000, to the best knowledge of the Trust, the following
entities beneficially owned 5% or more of the outstanding shares of any Series.
The address of Sun Life of Canada (U.S.) is One Sun Life Executive Park,
Wellesley Hills, Massachusetts 02481, and the address of Sun Life (N.Y.) is 80
Broad Street, 25th Floor, New York, New York 10004:
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NAME OF OWNER AND NAME OF OWNER AND
PERCENTAGE OF SERIES: PERCENTAGE OF SERIES:
SERIES: SERIES:
Bond Series Sun Life of Canada Managed Sectors Series Sun Life of Canada
(U.S.) __% (U.S.) __%
Sun Life (N.Y.) __% Sun Life (N.Y.) __%
Capital Appreciation Sun Life of Canada Massachusetts Sun Life of Canada
Series (U.S.) __% Investors Growth (U.S.) __%
Sun Life (N.Y.) __% Stock Series Sun Life (N.Y.) __%
Capital Opportunities Sun Life of Canada Massachusetts Sun Life of Canada
Series (U.S.) __% Investors Trust Series (U.S.) __%
Sun Life (N.Y.) __% Sun Life (N.Y.) __%
Emerging Growth Sun Life of Canada Mid-Cap Growth Series Sun Life of Canada
Series (U.S.) __% (U.S.) __%
Sun Life (N.Y.) __% Sun Life (N.Y.) __%
Emerging Markets Sun Life of Canada Money Market Series Sun Life of Canada
Equity Series (U.S.) __% (U.S.) __%
Sun Life (N.Y.) __% Sun Life (N.Y.) __%
Equity Income Series Sun Life of Canada New Discovery Series Sun Life of Canada
(U.S.) __% (U.S.) __%
Sun Life (N.Y.) __% Sun Life (N.Y.) __%
Global Asset Sun Life of Canada Research Growth and Sun Life of Canada
Allocation Series (U.S.) __% Income Series (U.S.) __%
Sun Life (N.Y.) __% Sun Life (N.Y.) __%
Global Governments Sun Life of Canada Research Sun Life of Canada
Series (U.S.) __% International Series (U.S.) __%
Sun Life (N.Y.) __% Sun Life (N.Y.) __%
Global Growth Series Sun Life of Canada Research Series Sun Life of Canada
(U.S.) __% (U.S.) __%
Sun Life (N.Y.) __% Sun Life (N.Y.) __%
Global Sun Life of Canada Strategic Growth Sun Life of Canada
Telecommunications (U.S.) __% Series (U.S.) __%
Series Sun Life (N.Y.) __% Sun Life (N.Y.) __%
Global Total Return Sun Life of Canada Strategic Income Sun Life of Canada
Series (U.S.) __% Series (U.S.) __%
Sun Life (N.Y.) __% Sun Life (N.Y.) __%
Government Sun Life of Canada Technology Series Sun Life of Canada
Securities Series (U.S.) __% (U.S.) __%
Sun Life (N.Y.) __% Sun Life (N.Y.) __%
High Yield Series Sun Life of Canada Total Return Series Sun Life of Canada
(U.S.) __% (U.S.) __%
Sun Life (N.Y.) __% Sun Life (N.Y.) __%
International Growth Sun Life of Canada Utilities Series Sun Life of Canada
and Income Series (U.S.) __% (U.S.) __%
Sun Life (N.Y.) __% Sun Life (N.Y.) __%
International Growth Sun Life of Canada
Series (U.S.) __%
Sun Life (N.Y.) __%
</TABLE>
SUBMISSION OF 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
<PAGE>
held from time to time to consider such matters as the approval of investment
advisory agreements or changes in certain investment restrictions. Proposals of
shareholders which are intended to be presented at future shareholders'
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
In the event that sufficient votes in favor of the proposals set forth in the
Notice of Special Meeting are not received by March 20, 2001, the persons named
as appointed proxies on the enclosed proxy card may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of the holders of a majority of
the shares present in person or by proxy at the session of the Meeting to be
adjourned. The persons named as appointed proxies on the enclosed proxy card
will vote in favor of any such adjournment those proxies required to be voted
in favor of the proposal for which further solicitation of proxies is made.
They will vote against any such adjournment those proxies required to be voted
against such proposal. The costs of any such additional solicitation and of any
adjournment session will be borne by the Trust.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
February 2, 2001 MFS/SUN LIFE SERIES TRUST
<PAGE>
APPENDIX A
(cover page and table of contents omitted)
(Added text in [brackets]; omitted text in [[double brackets]])
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
MFS/SUN LIFE SERIES TRUST
[[500 Boylston Street
Boston, Massachusetts 02116]]
[[AMENDED AND RESTATED DECLARATION OF TRUST, made as of this 29th day
of December 1997 by the Trustees hereunder.]]
[Dated as of ]
WHEREAS, [[the]] [MFS/Sun Life Series] Trust was established pursuant to a
Declaration of Trust dated May 9, 1983[, as amended pursuant to an Amended and
Restated Declaration of Trust dated as of December 29, 1997 (the "Original
Declaration"),] for the investment and reinvestment of funds contributed
thereto; [[and]]
WHEREAS, the Trustees desire that the beneficial interest in the [[trust]]
[Trust] assets continue to be divided into transferable Shares of Beneficial
Interest (without par value) issued in one or more series, as hereinafter
provided; [[and]]
WHEREAS, the [Trustees wish to amend and restate the Original Declaration
in its entirety, and hereby certify that this Amended and Restated ]Declaration
of Trust has been[[, from time to time,]] amended and restated in accordance
with the provisions of the [Original] [[Declaration; and]]
[[WHEREAS, the Trustees now desire further to amend and to restate the
Declaration of Trust and hereby certify, as provided in Section 11.1 of the
Declaration, that this Amended and Restated Declaration of Trust has been
further amended and restated in accordance with the provisions of the]]
Declaration;
NOW THEREFORE, the Trustees hereby confirm that all money and property
contributed to the[[ trust established]] [Trust] hereunder shall be held and
managed in trust for the benefit of holders, from time to time, of the
[[shares]] [Shares] of Beneficial Interest (without par value) issued hereunder
and subject to the provisions hereof[, and that the Original Declaration,
including all appendices, is amended and restated in its entirety as follows].
<PAGE>
ARTICLE I
NAME AND DEFINITIONS
Section 1.1. Name. The name of the [[trust created hereby is the MFS/Sun]]
[Trust is MFS/ Sun] Life Series Trust.
Section 1.2. Definitions. Wherever they are used herein, the following
terms have the following respective meanings:
(a) "By-Laws" means the By-[[Laws]] [laws] referred to in Section 3.9
hereof, as from time to time amended.
(b) "Commission" has the meaning given that term in the 1940 Act.
(c) "Declaration" means this [Amended and Restated] Declaration of Trust,
as amended from time to time. Reference in this Declaration of Trust to
"Declaration," "hereof," "herein" and "hereunder" shall be deemed to refer to
this Declaration rather than the article or section in which such words appear.
(d) ["Distributor" means a party furnishing services to the Trust pursuant
to any contract described in Section 4.2 hereof.]
(e) "Interested Person" has the meaning given that term in the 1940 Act.
(f) "Investment Adviser" means a party furnishing services to the Trust
pursuant to any contract described in Section 4.1 hereof.
(g) "Majority Shareholder Vote" has the same meaning as the phrase "vote
of a majority of the outstanding voting securities" as defined in the 1940 Act,
except that such term may be used herein with respect to the Shares of the
Trust as a whole or the Shares of any particular series [or class], as the
context may require[, and except that each Share shall have one vote for each
dollar of net asset value as provided in Section 6.8 hereof.]
(h) "1940 Act" means the Investment Company Act of 1940 and the Rules and
Regulations thereunder, as amended from time to time[, and as such Act or the
Rules and Regulations thereunder may apply to the Trust or any series or class
pursuant to any exemptive order or similar relief or interpretation issued by
the Commission under such Act.]
(i) "Person" means and includes individuals, corporations, [limited
liability companies,] partnerships, trusts, associations, joint ventures and
other entities, whether or not legal entities, and governments and agencies and
political subdivisions thereof, whether domestic or foreign.
<PAGE>
(j) "Shareholder" means a record owner of outstanding Shares.
(k) "Shares" means the Shares of Beneficial Interest into which the
beneficial interest in the Trust shall be divided from time to time or, when
used in relation to any particular series [or class] of Shares established by
the Trustees pursuant to Section [[6.9]] [6.11] hereof, [[equal proportionate]]
transferable units into which such series [or class] of Shares shall be divided
from time to time [in accordance with the terms hereof]. The term "Shares"
includes fractions of Shares as well as whole Shares.
(l) "Transfer Agent" means [[the]] [a] party[[, other than]] [furnishing
services to] the Trust[[, to a]] [pursuant to any transfer agency] contract
described in Section [[4.3]] [4.4] hereof.
(m) "Trust" means the trust [[created hereby]] [hereunder].
(n) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or the Trustees, including, without limitation, any and all property
allocated or belonging to any series [or class] of Shares pursuant to Section
6.9 [or Section 6.10] hereof.
[(o)] "Trustees" means the persons who have signed the Declaration, so
long as they shall continue in office in accordance with the terms hereof, and
all other persons who may from time to time be duly elected or appointed,
qualified and serving as Trustees in accordance with the provisions hereof, and
reference herein to a Trustee or the Trustees shall refer to such person or
persons in their capacity as trustees hereunder.
[(p) "Trustees Emeritus" means any former Trustees who, from time to time,
are appointed by the Trustees to serve as trustees emeritus of the Trust in
accordance with the guidelines and conditions for such service adopted by the
Trustees from time to time, for so long as they serve in that capacity.
Trustees Emeritus, in their capacity as such, are not Trustees of the Trust for
any purpose, and shall not have any powers or obligations of Trustees
hereunder.]
ARTICLE II
TRUSTEES
Section 2.1. Number of Trustees. The number of Trustees shall be such
number as shall be fixed from time to time [[by a written instrument signed]]
by a majority of the Trustees, provided, however, that the number of Trustees
shall in no event be less than three [[(3)]] nor more than [[fifteen (15)]]
[15].
Section 2.2. Term of Office of Trustees. [[Subject to the provisions of
Section 16(a)]] [A Trustee may be elected either by the Shareholders of the
Trust or, as provided in the Declaration and subject to the limitations] of the
<PAGE>
1940 Act, [by] the Trustees. [Subject to all applicable provisions of the 1940
Act, a Trustee] shall hold office during the lifetime of this Trust and until
its termination as hereinafter provided [or, if sooner, until his or her death
or the election and qualification of his or her successor]; except [that]:
(a) [[that]] any Trustee may resign his [or her] trust (without need for
prior or subsequent accounting) by an instrument in writing signed by [[him]]
[that Trustee] and delivered to the [[other Trustees]] [Trust], which shall
take effect upon such delivery or upon such later date as is specified therein;
(b) [[that]] any Trustee may be removed [[with cause,]] at any time[, with
or without cause,] by written instrument, signed by at least two-thirds of the
remaining Trustees, specifying the date when such removal shall become
effective;
(c) [[that]] any Trustee who [[requests in writing to be retired or who
has become incapacitated by illness or injury may be retired by]] [has attained
a mandatory retirement age established pursuant to any] written [[instrument
signed by a majority of the other Trustees, specifying the date of his
retirement; and (d) a Trustee may be removed at any meeting of Shareholders by
a vote of]] [policy adopted from time to time by at least] two-thirds of the
[Trustees shall, automatically and without action of such Trustee or the
remaining Trustees, be deemed to have retired in accordance with the terms of
such policy, effective as of the date determined in accordance with such
policy;]
[(d) any Trustee who has served to the end of his or her term of office
established pursuant to any written policy adopted from time to time by at
least two-thirds of the Trustees shall, automatically and without action of
such Trustee or the remaining Trustees, be deemed to have retired in accordance
with the terms of such policy, effective as of the date determined in
accordance with such policy; ]
[(e) any Trustee who has become incapacitated by illness or injury, as
determined by a majority of the other Trustees in their reasonable judgment,
may be retired by written instrument signed by a majority of the other
Trustees, specifying the date of his or her retirement; and ]
[(f) a Trustee may be removed at any meeting of Shareholders by a vote of
Shares representing two-thirds of the voting power of the] outstanding Shares
of [[each series]] [the Trust].
Upon the resignation[, retirement] or removal of a Trustee, or his [or her]
otherwise ceasing to be a Trustee, [[he]] [that individual] shall execute and
deliver such documents as the remaining Trustees shall require for the purpose
of conveying to the Trust or the remaining Trustees any Trust Property held in
the name of the resigning[, retiring] or removed Trustee. Upon the incapacity
or death of any Trustee, [[his]] [that Trustee's] legal representative shall
execute and deliver on his [or her] behalf such documents as the remaining
Trustees shall require as provided in the preceding sentence.
<PAGE>
[Except to the extent expressly provided in a written agreement to which
the Trust is a party or in a written policy adopted by the Trustees, no
resigning or removed Trustee shall have any right to any compensation for any
period following his or her resignation or removal, or any right to damages on
account of such removal.]
Section 2.3. Resignation and Appointment of Trustees. In case of the
declination, death, resignation, retirement[[,]] [or] removal [[or inability]]
of any of the Trustees, or in case a vacancy shall, by reason of an increase in
number [of Trustees], or for any other reason, exist, [a majority of] the
remaining Trustees [[shall]] [may] fill such vacancy by appointing such other
[[person]] [individual] as they in their discretion shall see fit. [[Such
appointment shall be evidenced by a written instrument signed by a majority of
the Trustees in office.]] Any such appointment shall not become effective,
however, until the person [[named in the written instrument of appointment]]
[appointed] shall have accepted in writing such appointment and agreed in
writing to be bound by the terms of the Declaration. [[Within twelve months of
such appointment, the Trustees shall cause notice of such appointment to be
mailed to each Shareholder at his address as recorded on the books of the
Trustees.]] An appointment of a Trustee may be made by the Trustees then in
office [[and notice thereof mailed to Shareholders as aforesaid]] in
anticipation of a vacancy to occur by reason of retirement, resignation[,
removal] or increase in number of Trustees effective at a later date, provided
that said appointment shall become effective only at or after the effective
date of said retirement, resignation[, removal] or increase in number of
Trustees. The power of appointment is subject to [[the]] [all applicable]
provisions [[of Section 16(a)]] of the 1940 Act.
Section 2.4. Vacancies. The death, declination, resignation, retirement,
removal or incapacity of the Trustees, or any one of them, shall not operate to
annul the Trust or to revoke any existing agency created pursuant to the terms
of [[this]] [the] Declaration. Whenever a vacancy in the number of Trustees
shall occur, until such vacancy is filled as provided in Section 2.3, [[the]]
[or while any Trustee is incapacitated, the other] Trustees in office,
regardless of their number, shall have all the powers granted to the Trustees
and shall discharge all the duties imposed upon the Trustees by the
Declaration[, and only such other Trustees shall be counted for the purposes of
the existence of a quorum or the taking of any action to be taken by the
Trustees]. A written instrument certifying the existence of such vacancy [or
incapacity] signed by a majority of the Trustees shall be conclusive evidence
of the existence [[of such vacancy]] [thereof].
Section 2.5. Delegation of Power to Other Trustees. [[Any]] [Subject to
requirements imposed by the 1940 Act and other applicable law, any] Trustee
may, by power of attorney, delegate his power for a period not exceeding six
months at any one time to any other Trustee or Trustees; provided that in no
case shall [[less]] [fewer] than two Trustees personally exercise the powers
granted to the Trustees under the Declaration except as [[herein]] otherwise
expressly provided [herein].
<PAGE>
ARTICLE III
POWERS OF TRUSTEES
Section 3.1. General. [[The]] [Subject to the provisions of the
Declaration, the] Trustees shall have exclusive and absolute control over the
Trust Property and over the business of the Trust to the same extent as if the
Trustees were the sole owners of the Trust Property and business in their own
right, but with such powers of delegation as may be permitted by the
Declaration. The Trustees shall have power to conduct the business of the Trust
and carry on its operations in any and all of its branches and maintain offices
both within and without The Commonwealth of Massachusetts, in any and all
states of the United States of America, in the District of Columbia, and in any
and all commonwealths, territories, dependencies, colonies, possessions,
agencies or instrumentalities of the United States of America and of foreign
governments, and to do all such other things and execute all such instruments
as the Trustees deem necessary, proper or desirable in order to promote the
interests of the Trust although such things are not herein specifically
mentioned. Any determination as to what is in the interests of the Trust made
by the Trustees in good faith shall be conclusive. In construing the provisions
of the Declaration, the presumption shall be in favor of a grant of power to
the Trustees.
The enumeration of any specific power herein shall not be construed as
limiting the aforesaid power [or any other power of the Trustees hereunder].
Such powers of the Trustees may be exercised without order of or resort to any
court.
Section 3.2. Investments. (a) The Trustees shall have the power:
(i) to conduct, operate and carry on the business of an investment
company;
(ii) to subscribe for, invest in, reinvest in, purchase or otherwise
acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, lend
or otherwise deal in or dispose of [securities of every nature and kind,] U.S.
and foreign currencies, any form of gold [[and]] [or] other precious [[metals]]
[metal], commodity contracts, [any form of option contract], contracts for the
future acquisition or delivery of fixed income or other securities, [[and
securities]] [derivative instruments] of every [[nature and kind, ]][kind,
"when-issued" or standby contracts, and all types of obligations or financial
instruments,] including, without limitation, all types of bonds, debentures,
stocks, negotiable or non-negotiable instruments, obligations, evidences of
indebtedness, certificates of deposit or indebtedness, commercial paper,
repurchase agreements, bankers' acceptances, and other securities of any kind,
issued, created, guaranteed or sponsored by any and all Persons, including,
without limitation,
[(A)] states, territories and possessions of the United States and the
District of Columbia and any political subdivision, agency or instrumentality
of any such Person,
<PAGE>
[[or by]]
[(B)] the U.S. Government, any foreign government, [or] any political
subdivision or any agency or instrumentality of the [[U. S. Government, any
foreign government or any political subdivision of the U. S]] [U.S.] Government
or any foreign government,
[[or]]
[(C)] any international instrumentality,
[[or by]]
[(D)] any bank or savings institution, or
[[by]]
[(E)] any corporation or organization organized under the laws of the
United States or of any state, territory or possession thereof, or [[by any
corporation or organization organized]] under any foreign law[[, or in "when
issued" contracts for any such securities,]];
to retain Trust assets in cash and from time to time [to] change the
investments [[of]] [in which] the assets of the Trust [are invested]; and to
exercise any and all rights, powers and privileges of ownership or interest in
respect of any and all such investments of every kind and description,
including, without limitation, the right to consent and otherwise act with
respect thereto, with power to designate one or more [[persons, firms,
associations or corporations]] [Persons] to exercise any of said rights, powers
and privileges in respect of any of said [[instruments]] [investments]; and
(iii) to carry on any other business in connection with or incidental to
any of the foregoing powers, to do everything necessary, [[suitable or]] proper
[or desirable] for the accomplishment of any purpose or the attainment of any
object or the furtherance of any power hereinbefore set forth, and to do every
other act or thing incidental or appurtenant to or connected with the aforesaid
purposes, objects or powers.
(b) The Trustees shall not be limited to investing in [securities or]
obligations maturing before the possible termination of the Trust, nor shall
the Trustees be limited by any law limiting the investments which may be made
by fiduciaries.
[(c) Notwithstanding any other provision of the Declaration to the
contrary, the Trustees shall have the power in their discretion without any
requirement of approval by Shareholders to either invest all or a portion of
the Trust Property of each series of the Trust, or sell all or a portion of
such Trust Property and invest the proceeds of such sales, in one or more other
investment companies to the extent not prohibited by the 1940 Act.]
Section 3.3. Legal Title. Legal title to all [[the]] Trust Property shall
be vested in the Trustees as joint tenants except that the Trustees shall have
power to cause legal title to any Trust Property to be held by or in the name
of one or more of the Trustees, or in the name of the Trust, or in the name of
any other Person or nominee, on such terms as the Trustees may determine. The
<PAGE>
right, title and interest of the Trustees in the Trust Property shall vest
automatically in each [[Person]] [person] who may hereafter become a Trustee.
Upon the resignation, [retirement,] removal or death of a Trustee [[he]][, such
Trustee] shall automatically cease to have any right, title or interest in any
of the Trust Property, and the right, title and interest of such Trustee in the
Trust Property shall vest automatically in the remaining Trustees. Such vesting
and cessation of title shall be effective whether or not conveyancing documents
have been executed and delivered.
Section 3.4. Issuance and Repurchase of Securities. The Trustees shall
have the power to issue, sell, repurchase, redeem, retire, cancel, acquire,
hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and,
subject to the provisions set forth in Articles VII, VIII and IX and Section
6.9 hereof, to apply to any such repurchase, redemption, retirement,
cancellation or acquisition of Shares any funds of the Trust or other Trust
Property, whether capital or surplus or otherwise[[, to the full extent now or
hereafter permitted by the laws of The Commonwealth of Massachusetts governing
business corporations.]]
Section 3.5. Borrowing Money; Lending Trust Property. The Trustees shall
have power to borrow money or otherwise obtain credit and to secure the same by
mortgaging, pledging or otherwise subjecting as security the Trust Property, to
endorse, guarantee, or undertake the performance of any obligation, contract or
engagement of any other Person and to lend Trust Property.
Section 3.6. Delegation[[; Committees]]. The Trustees shall have power to
delegate from time to time to such of their number or to officers, employees
[[or agents]][, any Investment Adviser, Distributor, custodian, agent or
independent contractor] of the Trust the doing of such things and the execution
of such instruments either in the name of the Trust or the names of the
Trustees or otherwise as the Trustees may deem [appropriate or] expedient.
Section 3.7. Collection and Payment. Subject to Section 6.9 hereof, the
Trustees shall have power to collect all property due to the Trust; to pay all
claims, including taxes, against the Trust Property; to prosecute, defend,
compromise or abandon any claims relating to the Trust Property; to foreclose
any security interest securing any obligations, by virtue of which any property
is owed to the Trust; and to enter into releases, agreements and other
instruments.
Section 3.8. Expenses. Subject to Section 6.9 hereof, the Trustees shall
have the power to incur and pay any expenses which in the opinion of the
Trustees are necessary or incidental to carry out any of the purposes of the
Declaration, and to pay reasonable compensation from the funds of the Trust to
themselves as Trustees. The Trustees shall fix the compensation of all
officers, employees[, Trustees]and Trustees [Emeritus].
Section 3.9. Manner of Acting; By-Laws. Except as otherwise provided
herein[, in the 1940 Act] or in the By-Laws, any action to be taken by the
Trustees may be taken by a majority of the Trustees present at a meeting of
Trustees [[(]][at which] a quorum [[being present)]] [is present], including
<PAGE>
any meeting held by means of a conference telephone circuit or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, or by written consents of [[all]] [a majority of]
the Trustees. The Trustees may adopt By-Laws not inconsistent with [[this]]
[the] Declaration to provide for the conduct of the business of the Trust and
may amend or repeal such By-Laws to the extent [[such power is not reserved to
the Shareholders]] [permitted therein at any time.]
Section 3.10. Miscellaneous Powers. [[The]] [Without limiting the
foregoing, the] Trustees shall have the power to:
(a) employ or contract with such Persons as the Trustees may deem
desirable for the transaction of the business of the Trust;
(b) enter into joint ventures, partnerships and any other combinations or
associations;
(c) [[remove Trustees or fill vacancies in or add to their number,]] elect
and remove such officers and appoint and terminate such agents or employees as
they consider appropriate, [in each case with or without cause,] and appoint
[[from their own number,]] and terminate, any one or more committees which may
exercise some or all of the power and authority of the Trustees as the Trustees
may determine;
(d) purchase, and pay for out of Trust Property, [such insurance as they
may deem necessary or appropriate for the conduct of the business of the Trust,
including, without limitation,] insurance policies insuring the [assets of the
Trust and payment of distributions and principal on its portfolio investments,
and insurance policies insuring] Shareholders, [any administrator,] Trustees,
[Trustees Emeritus,] officers, employees, agents, [[investment advisers,
distributors]] [any Investment Adviser, any Distributor], selected dealers or
independent contractors of the Trust against all claims arising by reason of
holding any such position or by reason of any action taken or omitted by any
such Person in such capacity, whether or not constituting negligence, or
whether or not the Trust would have the power to indemnify such Person against
such liability;
(e) establish pension, profit-sharing, Share purchase, [deferred
compensation,] and other retirement, incentive and benefit plans for any
Trustees, officers, employees or agents of the Trust;
(f) to the extent permitted by law, indemnify any person with whom the
Trust has dealings, including [[the]] [any] Investment Adviser, [administrator,
custodian, Distributor,] Transfer Agent, [shareholder servicing agent] and any
dealer, to such extent as the Trustees shall determine;
(g) [guarantee indebtedness or contractual obligations of others;]
(h) determine and change the fiscal year of the Trust [or any series
thereof] and the method by which its accounts shall be kept; and
<PAGE>
[(i) adopt a seal for the Trust, provided, that the absence of such seal
shall not impair the validity of any instrument executed on behalf of the
Trust. Section 3.11 - Principal Transactions. Except in transactions permitted
by the 1940 Act, or any order of exemption issued by the Commission, the
Trustees shall not, on behalf of the Trust, buy any securities (other than
Shares) from or sell any securities (other than Shares) to, or lend any assets
of the Trust to, any Trustee or officer of the Trust or any firm of which any
such Trustee or officer is a member acting as principal, or have any such
dealings with the Investment Adviser, or Transfer Agent or with any Interested
Person of such Person; but the Trust may employ any such Person, or firm or
company in which such Person is an Interested Person, as broker, legal counsel,
registrar, transfer agent, dividend disbursing agent or custodian upon
customary terms.]
[[Section 3.12 - Trustees and Officers as Shareholders. Except as hereinafter
provided, no officer, Trustee or member of the Advisory Board of the Trust, and
no member, partner, officer, director or trustee of the Investment Adviser and
no Investment Adviser of the Trust, shall take long or short positions in the
securities issued by the Trust. The foregoing provision shall not prevent:
(a) The purchase from the Trust of Shares by any officer, Trustee or member of
the Advisory Board of the Trust or by any member, partner, officer, director or
trustee of the Investment Adviser at a price not lower than the net asset value
of the Shares at the moment of such purchase, provided that any such sales are
only to be made pursuant to a uniform offer described in the Trust's current
prospectus; or
(b) The Investment Adviser or any of its officers, partners, directors or
trustees from purchasing Shares prior to the effective date of the Registration
Statement relating to the Shares under the Securities Act of 1933, as
amended.]]
ARTICLE IV
INVESTMENT ADVISER[, DISTRIBUTOR, CUSTODIAN] AND TRANSFER AGENT
Section 4.1. Investment Adviser. Subject to [[a Majority Shareholder Vote
of the Shares of each series affected thereby]] [applicable requirements of the
1940 Act], the Trustees may in their discretion from time to time enter into
one or more investment advisory or management contracts whereby [[a]] [the
other] party to [each] such contract shall undertake to furnish the Trust such
management, investment advisory, statistical and research facilities and
services, promotional activities, and such other facilities and services, if
any, with respect to one or more series of Shares, as the Trustees shall from
time to time consider desirable and all upon such terms and conditions as the
Trustees may in their discretion determine. Notwithstanding any provision of
the Declaration, the Trustees may delegate to the Investment Adviser authority
(subject to such general or specific instructions as the Trustees may from time
<PAGE>
to time adopt) to effect purchases, sales, loans or exchanges of assets of the
Trust [or any series thereof] on behalf of the Trustees or may authorize any
officer, employee or Trustee to effect such purchases, sales, loans or
exchanges pursuant to recommendations of the Investment Adviser (and all
without further action by the Trustees). Any [of] such purchases, sales, loans
or exchanges shall be deemed to have been authorized by all the Trustees. [Such
services may be provided by one or more Persons.]
Section 4.2[[- Transfer Agent. The]]. [Distributor. Subject to applicable
requirements of the 1940 Act, the] Trustees may in their discretion from time
to time enter into [[a transfer agency and shareholder service contract or]]
[one or more exclusive or non-exclusive distribution] contracts [providing for
the sale of Shares of one or more series or classes] whereby [the Trust may
either agree to sell the Shares to] the other party [[or parties]] to [any]
such contract or [[contracts shall undertake to furnish transfer agency and/or
shareholder services. The]] [appoint any such other party its sales agent for
such Shares. In either case, any such] contract [[or contracts]] shall [[have]]
[be on] such terms and conditions as the Trustees may in their discretion
determine[, provided that such terms and conditions are] not inconsistent with
[the provisions of the Declaration or the By-Laws; and such contract may also
provide for the repurchase or sale of Shares by such other party as principal
or as agent of the Trust and may provide that such other party may enter into
selected dealer agreements or agency agreements with securities dealers or
other Persons to further the purpose of the distribution or repurchase of the
Shares. Such services may be provided by one or more Persons.
Section 4.3. Custodian. The Trustees may in their discretion from time to
time enter into one or more contracts whereby the other party to each such
contract shall undertake to furnish such custody services to the Trust as the
Trustees shall from time to time consider desirable and all upon such terms and
conditions as the Trustees may in their discretion determine, provided that
such terms and conditions are not inconsistent with the provisions of the 1940
Act, the Declaration or the By-Laws. The Trustees may authorize any custodian
to employ one or more sub-custodians from time to time to perform such of the
services of the custodian as the Trustees shall from time to time consider
desirable. Services described in this Section may be provided by one or more
Persons.
Section 4.4. Transfer Agent. The Trustees may in their discretion from
time to time enter into one or more transfer agency or sub-transfer agency and
shareholder servicing contracts whereby the other party to each such contract
shall undertake to furnish such transfer agency and/or shareholder services to
the Trust as the Trustees shall from time to time consider desirable and all
upon such terms and conditions as the Trustees may in their discretion
determine, provided that such terms and conditions are not inconsistent with
the provisions of] the Declaration or the By-Laws. Such services may be
provided by one or more Persons.
Section [[4.3 -]][4.5.] Parties to Contract. Any contract of the character
described in [[Sections 4.1 or 4.2]] [any Section] of this Article IV [[or any
Custodian contract, as described in the By-Laws,]] may be entered into with any
Person, although one or more of the Trustees or officers of the Trust may be an
<PAGE>
officer, partner, director, trustee, shareholder, or member of such other party
to the contract, and no such contract shall be invalidated or rendered voidable
by reason of the existence of any such relationship; nor shall any Person
holding such relationship be liable merely by reason of such relationship for
any loss or expense to the Trust under or by reason of [[said]] [any such]
contract or accountable for any profit realized directly or indirectly
therefrom, provided that the contract when entered into was not inconsistent
with the provisions of this Article IV or the By-Laws. The same Person may be
the other party to contracts entered into pursuant to Sections 4.1 [[or]][,]
4.2[, 4.3 and 4.4] above [[or Custodian contracts]], and any individual may be
financially interested or otherwise affiliated with Persons who are parties to
any or all of the contracts mentioned in this Section [[4.3]] [4.5].
ARTICLE V
LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS
Section 5.1. No Personal Liability of Shareholders[[, Trustees, etc. No
]][. No Shareholder or former] Shareholder shall be subject to any personal
liability whatsoever to any Person in connection with Trust Property or the
acts, obligations or affairs of the Trust[[. No Trustee, officer, employee or
agent of the Trust shall be subject to any personal liability whatsoever to any
Person, other than the Trust or its Shareholders, in connection with Trust
Property or the affairs of the Trust, save only that arising from bad faith,
wilful misfeasance, gross negligence or reckless disregard for his duty to such
Person; and all such Persons shall look solely to the Trust Property for
satisfaction of claims of any nature arising in connection with the affairs of
the Trust. If any]] [solely by reason of being or having been a] Shareholder[[,
Trustee, officer, employee, or agent, as such, of the Trust, is made a party to
any suit or proceeding to enforce any such liability, he shall not, on account
thereof, be held to any personal liability]]. The Trust shall indemnify and
hold each Shareholder [and former Shareholder] harmless from and against all
claims and liabilities to which such Shareholder may become subject [solely] by
reason of his [or her] being or having been a Shareholder [(other than taxes
payable by virtue of owning Shares)], and shall reimburse such Shareholder for
all legal and other expenses reasonably incurred by him in connection with any
such claim or liability. The rights accruing to a Shareholder [or former
Shareholder] under this Section 5.1 shall not exclude any other right to which
such Shareholder may be lawfully entitled, nor shall anything herein contained
restrict the right of the Trust to indemnify or reimburse a Shareholder [or
former Shareholder] in any appropriate situation even though not specifically
provided herein. [The Trust shall, upon request by a Shareholder or former
Shareholder, assume the defense of any claim made against such Shareholder for
any act or obligation of the Trust and satisfy any judgment thereon from the
assets of the Trust.] Notwithstanding any other provision of [[this]] [the]
Declaration to the contrary, no Trust Property shall be used to indemnify or
reimburse any Shareholder [or former Shareholder] of any Shares of any series
other than Trust Property allocated or belonging to such series.
<PAGE>
Section 5.2[[- Non-]][. Limitation of] Liability of Trustees[[, etc.]][
and Others. (a)] No Trustee, [Trustee Emeritus,] officer, employee or agent of
the Trust shall be [[liable to ]][subject to any liability whatsoever to any
Person in connection with Trust Property or the affairs of] the Trust, [[its
Shareholders, or to any Shareholder, Trustee,]] [and no Trustee or Trustee
Emeritus shall be responsible or liable in any event for any neglect or
wrongdoing of any] officer, employee, or agent [[thereof for any action or
failure to act (including without limitation the failure to compel in any way
any former or acting Trustee to redress any breach of trust) except for his
own]] [of the Trust or for the act of omission of any other Trustee or Trustee
Emeritus. Notwithstanding anything to the contrary in this Section 5.2(a) or
otherwise, nothing in the Declaration shall protect any Trustee, Trustee
Emeritus, officer, employee or agent of the Trust against any liability to the
Trust or its Shareholders to which he, she or it would otherwise be subject by
reason of willful misfeasance,] bad faith, [[wilful misfeasance,]] gross
negligence or reckless disregard of [[his duties.]] [the duties involved in the
conduct of his, her or its office or position with or on behalf of the Trust.
(b) All persons extending credit to, contracting with or having claim
against the Trust or any series or class shall look solely to the assets of the
Trust or to the assets of that series or class for payment under such credit,
contract or claim; and neither any Trustee or Trustee Emeritus, nor any of the
Trust's officers, employees or agents, whether past, present or future, shall
be personally liable therefor.]
Section 5.3. Mandatory Indemnification. (a) Subject to the exceptions and
limitations contained in paragraph (b) below:
(i) every person who is or has been a Trustee[, Trustee Emeritus] or
officer of the Trust [(hereinafter referred to as a "Covered Person")] shall be
indemnified by the Trust against all liability and against all expenses
reasonably incurred or paid by him [or her] in connection with any claim,
action, suit or proceeding in which [[he]] [that individual] becomes involved
as a party or otherwise by virtue of [[his]] being or having been a Trustee[,
Trustee Emeritus] or officer and against amounts paid or incurred by [[him]]
[that individual] in the settlement thereof;
(ii) the words "claim," "action," "suit[[,]]" or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal, administrative
or other, including appeals), actual or threatened; and the words "liability"
and "expenses" shall include, without limitation, attorneys' fees, costs,
judgments, amounts paid in settlement [or compromise], fines, penalties and
other liabilities.
(b) No indemnification shall be provided hereunder to a [[Trustee or
officer]] [Covered Person]:
(i) against any liability to the Trust or the Shareholders by reason of a
final adjudication by the court or other body before which the proceeding was
brought that [[he]] [the Covered Person] engaged in [[wilful]] [willful]
<PAGE>
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of [[his]] [that individual's] office;
(ii) with respect to any matter as to which [[he]] [the Covered Person]
shall have been finally adjudicated not to have acted in good faith in the
reasonable belief that [[his]] [that individual']s action was in the best
interest of the Trust; or
(iii) in the event of a settlement involving a payment by a Trustee[,
Trustee Emeritus] or officer or other disposition not involving a final
adjudication as provided in paragraph (b)(i) or (b)(ii) above resulting in a
payment by a [[Trustee or officer]] [Covered Person], unless there has been
either a determination that such [[Trustee or officer]] [Covered Person] did
not engage in [[wilful]] [willful] misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of [[his]] [that
individual's] office by the court or other body approving the settlement or
other disposition or by a reasonable determination, based upon a review of
readily available facts (as opposed to a full trial-type inquiry) that [[he]]
[that individual] did not engage in such conduct:
(A) by vote of a majority of the Disinterested Trustees [(as defined
below)] acting on the matter (provided that a majority of the Disinterested
Trustees then in office act on the matter); or
(B) by written opinion of [[independent]] legal counsel [chosen by a
majority of the Trustees and determined by them in their reasonable judgment to
be independent].
(c) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not affect any
other rights to which any [[Trustee or officer]] [Covered Person] may now or
hereafter be entitled, shall continue as to a [[Person]] [person] who has
ceased to be [[such Trustee or officer]] [a Covered Person] and shall inure to
the benefit of the heirs, executors and administrators of such [[Person]]
[person]. Nothing contained herein shall [limit the Trust from entering into
other insurance arrangements or] affect any rights to indemnification to which
[Trust] personnel [[other than Trustees and officers]][, including Covered
Persons,] may be entitled by contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to any claim,
action, suit, or proceeding of the character described in paragraph (a) of this
Section 5.3 shall be advanced by the Trust prior to final disposition thereof
upon receipt of an undertaking by or on behalf of the [[recipient] [Covered
Person] to repay such amount if it is ultimately determined that [[he]] [the
Covered Person] is not entitled to indemnification under this Section 5.3,
provided that either:
(i) such undertaking is secured by a surety bond or some other appropriate
security or the Trust shall be insured against losses arising out of any such
advances; or
<PAGE>
(ii) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees then in office act on
the matter) or an [[independent]] legal counsel [meeting the requirement in
Section 5.3(b)(iii)(B) above] in a written opinion, shall determine, based upon
a review of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the [[recipient]] [Covered Person]
ultimately will be found entitled to indemnification.
As used in this Section 5.3, a "Disinterested Trustee" is one (i) who is
not an "Interested Person" of the Trust (including anyone who has been exempted
from being an "Interested Person" by any rule, regulation or order of the
Commission), and (ii) against whom none of such actions, suits or other
proceedings or another action, suit or other proceeding on the same or similar
grounds is then or had been pending.
[(e) With respect to any such determination or opinion referred to in
clause (b)(iii) above or clause (d)(ii) above, a rebuttable presumption shall
be afforded that the Covered Person has not engaged in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office in accordance with pronouncements of
the Commission.]
Section 5.4. No Bond Required [[of Trustees]]. No Trustee[, Trustee
Emeritus or officer] shall be obligated to give any bond or other security for
the performance of any of his [or her] duties hereunder.
Section 5.5. No Duty of Investigation; Notice in Trust Instruments[[,
etc.]] No purchaser, lender, [shareholder servicing agent, ]Transfer Agent or
other Person dealing with the Trustees or any officer, employee or agent of the
Trust shall be bound to make any inquiry concerning the validity of any
transaction purporting to be made by the Trustees or by said officer, employee
or agent or be liable for the application of money or property paid, loaned, or
delivered to or on the order of the Trustees or of said officer, employee or
agent. Every obligation, contract, instrument, certificate, Share, other
security of the Trust or undertaking, and every other act or thing whatsoever
executed in connection with the Trust shall be conclusively presumed to have
been executed or done by the executors thereof only in their capacity as
Trustees under the Declaration or in their capacity as officers, employees or
agents of the Trust. Every written obligation, contract, instrument,
certificate, Share, other security of the Trust or undertaking made or issued
by the Trustees [or officers] shall recite that the same is executed or made by
them not individually, but as [or on behalf of] Trustees under the Declaration,
and that the obligations of any such instrument are not binding upon any of the
Trustees[, officers] or Shareholders individually, but bind only the [[trust]]
[Trust] estate, and may contain any further recital [[which they or he may
deem]] [deemed] appropriate, but the omission of such recital shall not operate
to bind any of the Trustees[, officers] or Shareholders individually. The
Trustees [[shall at all times]] [may] maintain insurance for the protection of
the Trust Property, the Trust's Shareholders, Trustees, [Trustees Emeritus,]
officers, employees and agents in such amount as the Trustees shall deem
adequate to cover possible tort liability, and such other insurance as the
Trustees in their sole judgment shall deem advisable.
<PAGE>
Section 5.6[. Good Faith Action;] Reliance on Experts[[, etc. ]][. The
exercise by the Trustees or the officers of the Trust of their powers and
discretions hereunder in good faith and with reasonable care under the
circumstances then prevailing shall be binding upon everyone interested. The
Trustees or the officers of the Trust shall not be liable for errors of
judgment or mistakes of fact or law.] Each Trustee and officer or employee of
the Trust shall, in the performance of his or her duties, be [under no
liability and] fully and completely justified and protected with regard to any
act or any failure to act resulting from reliance in good faith upon the books
of account or other records of the Trust, upon [[an opinion]] [advice] of
counsel, or upon reports made to the Trust by any of its officers or employees
or by the Investment Adviser, [the Distributor,] Transfer Agent, [custodian,
any shareholder servicing agent,] selected dealers, accountants, appraisers or
other experts or consultants selected with reasonable care by the Trustees,
officers or employees of the Trust, regardless of whether such counsel or
expert may also be a Trustee.
[Section 5.7. Derivative Actions. No Shareholder shall have the right to
bring or maintain any court action, proceeding or claim on behalf of the Trust
or any series or class thereof without first making demand on the Trustees
requesting the Trustees to bring or maintain such action, proceeding or claim.
Such demand shall be excused only when the plaintiff makes a specific showing
that irreparable injury to the Trust or any series or class thereof would
otherwise result, or if a majority of the Board of Trustees, or a majority of
any committee established to consider the merits of such action, has a material
personal financial interest in the action at issue. A Trustee shall not be
deemed to have a personal financial interest in an action or otherwise be
disqualified from ruling on a Shareholder demand by virtue of the fact that
such Trustee receives remuneration from his or her service on the Board of
Trustees of the Trust or on the boards of one or more investment companies with
the same or an affiliated investment adviser or underwriter, or the amount of
such remuneration.
Such demand shall be mailed to the Secretary or Clerk of the Trust at the
Trust's principal office and shall set forth in reasonable detail the nature of
the proposed court action, proceeding or claim and the essential facts relied
upon by the Shareholder to support the allegations made in the demand. The
Trustees shall consider such demand within 45 days of its receipt by the Trust.
In their sole discretion, the Trustees may submit the matter to a vote of
Shareholders of the Trust or any series or class thereof, as appropriate. Any
decision by the Trustees to bring, maintain or settle (or not to bring,
maintain or settle) such court action, proceeding or claim, or to submit the
matter to a vote of Shareholders, shall be made by the Trustees in their
business judgment and shall be binding upon the Shareholders. Any decision by
the Trustees to bring or maintain a court action, proceeding or suit on behalf
of the Trust or any series or class thereof shall be subject to the right of
the Shareholders under Section 6.8 of the Declaration to vote on whether or not
such court action, proceeding or suit should or should not be brought or
maintained.]
<PAGE>
ARTICLE VI
SHARES OF BENEFICIAL INTEREST
Section 6.1. Beneficial Interest. The interest of the beneficiaries
hereunder [[shall]] [may] be divided into transferable Shares of Beneficial
Interest (without par value), [[all of one class,]] which [[shall]] [may] be
divided into one or more series [and classes] as provided in [[Section]]
[Sections] 6.9 [and 6.10] hereof. The number of Shares authorized hereunder is
unlimited. All Shares issued hereunder including, without limitation, Shares
issued in connection with a dividend in Shares or a split of Shares, shall be
fully paid and non-assessable.
Section 6.2. Rights of Shareholders. The ownership of the Trust Property
of every description and the right to conduct any business hereinbefore
described are vested exclusively in the Trustees, and the Shareholders shall
have no interest therein other than the beneficial interest conferred by their
Shares, and they shall have no right to call for any partition or division of
any property, profits, rights or interests of the Trust nor can they be called
upon to assume any losses of the Trust or suffer an assessment of any kind by
virtue of their ownership of Shares. The Shares shall be personal property
giving only the rights specifically set forth in the Declaration. The Shares
shall not entitle the holder to preference, preemptive, appraisal, conversion
or exchange rights, except as the Trustees may determine with respect to any
series [or class] of Shares. [By becoming a Shareholder each Shareholder shall
be held expressly to have assented to and agreed to be bound by the provisions
of the Declaration.]
Section 6.3. Trust Only. It is the intention of the Trustees to create
only the relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to
create a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a trust.
Nothing in the Declaration shall be construed to make the Shareholders, either
by themselves or with the Trustees, partners or members of a joint stock
association.
Section 6.4. Issuance of Shares. The Trustees, in their discretion may,
from time to time without vote of the Shareholders, issue Shares, in addition
to the then issued and outstanding Shares and Shares held in the treasury, to
such party or parties and for such amount and type of consideration, including
cash or property, at such time or times, and on such terms as the Trustees may
deem best, and may in such manner acquire other assets (including the
acquisition of assets subject to, and in connection with, the assumption of
liabilities) and businesses. In connection with any issuance of Shares, the
Trustees may issue fractional Shares. The Trustees may from time to time divide
or combine the Shares of any series [or class] into a greater or lesser number
without thereby changing their proportionate beneficial interests in Trust
Property allocated or belonging to such series [or class]. Contributions to the
Trust may be accepted for, and Shares shall be redeemed as, whole Shares and/or
1/1,000ths of a Share or integral multiples thereof.
<PAGE>
Section 6.5. Register of Shares. A register [or registers] shall be kept
at the principal office of the Trust or at an office of the Transfer Agent
which shall contain the names and addresses [(which may be addresses for
electronic delivery)] of the Shareholders and the number of Shares held by them
respectively and a record of all transfers thereof. Such register shall be
conclusive as to who are the holders of the Shares and who shall be entitled to
receive dividends or distributions or otherwise to exercise or enjoy the rights
of Shareholders. No Shareholder shall be entitled to receive payment of any
dividend or distribution, nor to have notice given to [[him as ]][that
Shareholder as provided] herein or in the By-Laws [[provided]], until [[he]]
[the Shareholder] has given his [or her] address to the Transfer Agent or such
other officer or agent of the Trustees as shall keep the said register for
entry thereon. It is not contemplated that certificates will be issued for the
Shares; however, the Trustees, in their discretion, may authorize the issuance
of Share certificates and promulgate appropriate rules and regulations as to
their use.
Section 6.6. Transfer of Shares. Shares shall be transferable on the
records of the Trust only by the record holder thereof or by [[his]][the record
holder's] agent thereunto [[duly]] authorized in writing, upon delivery to the
Trustees or[, if there is a Transfer Agent with respect to such Shares,] the
Transfer Agent of a duly executed instrument of transfer, together with any
certificate or certificates (if issued) for such Shares and such evidence of
the genuineness of each such execution and authorization and of other matters
as may reasonably be required. Upon such delivery the transfer shall be
recorded on the register of the Trust. Until such record is made, the
Shareholder of record shall be deemed to be the holder of such Shares for all
purposes hereunder and neither the Trustees nor any Transfer Agent or registrar
nor any officer, employee or agent of the Trust shall be affected by any notice
of the proposed transfer.
Any [[person]] [Person] becoming entitled to any Shares in consequence of
the death, bankruptcy, or incompetence of any Shareholder, or otherwise by
operation of law, shall be recorded on the register of Shares as the holder of
such Shares upon production of the proper evidence thereof to the Trustees or
the Transfer Agent; but until such record is made, the Shareholder of record
shall be deemed to be the holder of such Shares for all purposes hereunder and
neither the Trustees nor any Transfer Agent or registrar nor any officer or
agent of the Trust shall be affected by any notice of such death, bankruptcy or
incompetence, or other operation of law.
Section 6.7. Notices. Any and all notices to which any Shareholder may be
entitled and any and all communications shall be deemed duly served or given
[(i)] if mailed, postage prepaid, addressed to any Shareholder of record at
[[his]] [the Shareholder's] last known address as recorded on the register of
the Trust[, (ii) if sent by electronic transmission to the Shareholder of
record at the Shareholder's last known address for electronic delivery as
recorded on the register of the Trust, (iii) if mailed or sent by electronic
delivery to one or more members of the Shareholder's household in accordance
with applicable law or regulation, or (iv) if otherwise sent in accordance with
applicable law or regulation.]
<PAGE>
Section 6.8. Voting Powers. The Shareholders shall have power to vote only
(i) for the [election of Trustees when that issue is submitted to Shareholders,
and for the] removal of Trustees as provided in Section 2.2 hereof, (ii) with
respect to any investment advisory or management contract [[as provided in
Section 4.1 hereof]] [on which a shareholder vote is required by the 1940 Act],
(iii) with respect to termination of the Trust [or any series or class to the
extent and] as provided in Section 9.2 hereof, (iv) with respect to any
amendment of [[this]] [the] Declaration to the extent and as provided in
Section 9.3 hereof, (v) with respect to any merger, consolidation or sale of
assets [[as provided in Sections 9.4 and 9.6 hereof, (vi) with respect to
incorporation of the Trust or any series]] to the extent and as provided in
[[Sections 9.5 and 9.6]] [Section 9.4] hereof, [[(vii)]][(vi)] to the same
extent as the stockholders of a Massachusetts business corporation as to
whether or not a court action, proceeding or claim should or should not be
brought or maintained derivatively or as a class action on behalf of the Trust
or the Shareholders, and [[(viii)]][(vii)] with respect to such additional
matters relating to the Trust as may be required by the Declaration, the
By-Laws or any registration of the Trust with the Commission (or any successor
agency) or any [[state]] [other regulator having jurisdiction over the Trust],
or as the Trustees may consider necessary or desirable.
[[Each whole Share]] [A Shareholder of each series or class] shall be
entitled to one vote [[as to any]] [for each dollar of net asset value (number
of Shares owned times net asset value per Share) of such series or class, on
each] matter on which [[it]] [such Shareholder] is entitled to vote and each
fractional [[Share]] [dollar amount] shall be entitled to a proportionate
fractional vote, except that [the Trustees may, in conjunction with the
establishment of any series or class of Shares (but subject to applicable law),
establish conditions under which the several series or classes shall have
separate or no voting rights.] Shares held in the treasury of the Trust shall
not be voted.
[Except when a larger vote is required by applicable law or by any
provision of the Declaration or the By-Laws, if any, Shares representing a
majority of the voting power of the Shares voted in person or by proxy shall
decide any questions and a plurality shall elect a Trustee, provided that where
any provision of law or of the Declaration requires that the holders of any
series or class shall vote as a series or class, then Shares representing a
majority of the voting power of the Shares of that series or class voted on the
matter shall decide that matter insofar as that series or class is concerned,
and provided further that abstentions and broker non-votes shall not be counted
as votes cast but shall be counted as being present for purposes of determining
the existence of a quorum.
Shares of all series shall be voted in the aggregate on any matter
submitted to a vote of the Shareholders of the Trust except as provided in
Section 6.9(g) hereof.] There shall be no cumulative voting in the election of
Trustees. Until Shares are issued [and during any period when no Shares are
outstanding], the Trustees may exercise all rights of Shareholders and may take
any action required by law, the Declaration or the By-Laws to be taken by
Shareholders. The By-Laws may include further provisions for Shareholder votes
and meetings and related matters.
<PAGE>
Section 6.9. Series [[Designation]] [of Shares] Shares of the Trust may be
divided into series, the number and relative rights, privileges and preferences
of which shall be established and designated by the Trustees, in their
discretion, in accordance with the terms of this Section 6.9. The Trustees may
from time to time exercise their power to authorize the division of Shares into
one or more series by establishing and designating one or more series of Shares
upon and subject to the following provisions:
(a) All Shares shall be identical [(subject to such variations between
classes of Shares as may be permitted in accordance with the terms of Section
6.10 hereof)] except that there may be such variations [[as shall be fixed and
determined]] [between different series as are approved] by the Trustees
[[between different series as to purchase price, right of redemption and the
price, terms and manner of redemption, and special and relative rights as to
dividends and on liquidation.]] [and as are consistent with applicable law.]
(b) The number of authorized Shares and the number of Shares of each
series that may be issued shall be unlimited. The Trustees may classify or
reclassify any [[unissued Shares or any ]][Shares of any series, including
outstanding Shares, unissued Shares and] Shares previously issued and
reacquired [[of any series]][,] into one or more series that may be established
and designated from time to time. The Trustees may hold as treasury shares (of
the same or some other series), reissue for such consideration and on such
terms as they may determine, or cancel any Shares of any series reacquired by
the Trust at their discretion from time to time.
(c) All consideration received by the Trust for the issue or sale of
Shares of a particular series, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that series for all purposes, subject only to the rights
of creditors of such series, and shall be so recorded upon the books of account
of the Trust. In the event that there are any assets, income, earnings,
profits, and proceeds thereof, funds, or payments which are not readily
identifiable as belonging to any particular series, the Trustees shall allocate
them among any one or more of the series established and designated from time
to time in such manner and on such basis as they, in their sole discretion,
deem fair and equitable. Each such allocation by the Trustees shall be
conclusive and binding upon the Shareholders of all series for all purposes. No
holder of Shares of any particular series shall have any claim on or right to
any assets allocated or belonging to any other series of Shares. [No holder of
Shares of any particular series shall be entitled to participate in a
derivative or class action on behalf of any other series or the Shareholders of
any other series.]
(d) The assets belonging to each particular series shall be charged with
the liabilities of the Trust in respect of that series and all expenses, costs,
charges and reserves attributable to that series, and any general liabilities,
<PAGE>
expenses, costs, charges or reserves of the Trust which are not readily
identifiable as belonging to any particular series shall be allocated and
charged by the Trustees to and among any one or more of the series established
and designated from time to time in such manner and on such basis as the
Trustees, in their sole discretion, deem fair and equitable. Each allocation of
liabilities, expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the holders of all series for all purposes. The
Trustees shall have full discretion, to the extent not inconsistent with the
1940 Act, to determine which items shall be treated as income and which items
as capital; and each such determination and allocation shall be conclusive and
binding upon the Shareholders. Under no circumstances shall the assets
allocated or belonging to any particular series be charged with liabilities
attributable to any other series. All Persons who have extended credit which
has been allocated to a particular series, or who have a claim or contract
which has been allocated to any particular series, shall look only to the
assets of that particular series for payment of such credit, claim or contract.
(e) The power of the Trustees to invest and reinvest the Trust Property
allocated or belonging to any particular series shall be governed by Section
3.2 hereof unless otherwise provided in the instrument of the Trustees
establishing such series [which is hereinafter described.]
(f) Each Share of a series shall represent a beneficial interest in the
net assets allocated or belonging to such series only, and such interest shall
not extend to the assets of the Trust generally. Dividends and distributions on
Shares of a particular series may be paid with such frequency as the Trustees
may determine, which may be [[daily]] [monthly] or otherwise, pursuant to a
standing resolution or resolutions adopted only once or with such frequency as
the Trustees may determine, to the holders of Shares of that series, only, from
such of the income and capital gains, accrued or realized, from the assets
belonging to that series, as the Trustees may determine, after providing for
actual and accrued liabilities belonging to that series. [[All]] [Subject to
differences among classes, all] dividends and distributions on Shares of a
particular series shall be distributed pro rata to the holders of that series
in proportion to the number [and value] of Shares of that series held by such
holders at the date and time of record established for the payment of such
dividends or distributions. Shares of any particular series of the Trust may be
redeemed solely out of Trust Property allocated or belonging to that series.
Upon liquidation or termination of a series of the Trust, Shareholders of such
series shall be entitled to receive a pro rata share of the net assets of such
series only. [[A Shareholder of a particular series of the Trust shall not be
entitled to participate in a derivative or class action on behalf of any other
series or the Shareholders of any other series of the Trust.]]
(g) Notwithstanding any provision hereof to the contrary, on any matter
submitted to a vote of the Shareholders of the Trust, all Shares [of all
series] then entitled to vote shall be voted [[by individual series]] [in the
aggregate], except that (i) when required by the 1940 Act to be voted [[in the
aggregate]] [by individual series or class], Shares shall not be voted [[by
individual series]] [in the aggregate], and (ii) when the Trustees have
<PAGE>
determined that the a matter affects only the interests of Shareholders of
[[one or more]] [particular] series [or classes of Shares], only Shareholders
of such series [or classes of Shares, as applicable], shall be entitled to vote
thereon.
[Section 6.10. Classes of Shares. The Trustees may, in their discretion,
authorize the division of Shares of the Trust (or any series of the Trust) into
one or more classes, the number and relative rights, privileges and preferences
of which shall be established and designated by the Trustees, in their
discretion, in accordance with the terms of the 1940 Act. The number of Shares
of each class that may be issued is unlimited, and the Trustees may classify or
reclassify any shares of any class, including outstanding Shares, into one or
more classes that may be established and designated from time to time. All
Shares of a class shall be identical with each other and with the Shares of
each other class of the Trust or the same series of the Trust (as applicable),
except for such variations between classes as may be approved by the Board of
Trustees and not prohibited by the 1940 Act.
Section 6.11 Series and Class Designations.][[(h)]] The establishment and
designation of any series [or class] of Shares shall be effective [(a)] upon
the execution by a majority of the then Trustees of an instrument setting forth
such establishment and designation and the relative rights and preferences of
such series[[, or as otherwise provided in such]] [or class, (b) upon the vote
of a majority of the Trustees as set forth in an] instrument[[. At any time
that there are no Shares outstanding of any particular series previously
established and designated]] [executed by an officer of the Trust, or (c) at
such other time as the instrument referred to in the foregoing clause (a) or
the vote referred to in the foregoing clause (b) may provide. Subject to
Section 9.2 hereof], the Trustees may [at any time] by an instrument executed
by a majority of their number abolish [[that]] [any] series [or] class and the
establishment and designation thereof. Each instrument referred to in this
paragraph shall [[have the status of]] [be] an amendment to [[this]] [the]
Declaration.
The series of Shares [[established and designated pursuant to this Section
6.9 and]] existing as of the date hereof are set forth in [[Annex]] [Appendix]
A hereto.
[[Shares of each series have not, as of the date hereof, been divided into
classes.]]
ARTICLE VII
REDEMPTIONS
Section 7.1[[- Redemption of Shares.]][. Redemptions.] All Shares [[of the
Trust]] shall be redeemable[[, at the]] [based on a] redemption price
determined in [[the manner set out in this ]][accordance with this Section 7.1
and Article VIII of the] Declaration. Redeemed Shares may be resold by the
Trust. The Trust shall redeem the Shares at the price determined as hereinafter
set forth, upon [acceptance of] the appropriately verified [[written]]
application of the record holder thereof (or upon such other form of request as
the Trustees may determine) at such office or agency as may be designated from
<PAGE>
time to time for that purpose in the Trust's then effective [[prospectus]]
[registration statement] under the Securities Act of 1933 [and the 1940 Act].
The Trustees may from time to time specify additional conditions, not
inconsistent with the 1940 Act, [in the Trust's registration statement]
regarding the redemption of Shares [[in the Trust's then effective prospectus
under the Securities Act of 1933.
Section 7.2 - Price.]] Shares shall be redeemed at [[their]] [the] net asset
value [thereof next] determined [[as set forth in Article VIII hereof as]]
[after acceptance] of such [[time as the Trustees shall have theretofore
prescribed by resolution. In the absence of such resolution, the]] [request,
less any applicable] redemption [[price of Shares deposited shall be the net
asset value of such Shares next determined as set forth in Article VIII hereof
after receipt of such application.]] [fee or sales charge as permitted under
applicable law.]
[[Section 7.3 - Payment. Payment of the redemption price of]] [Subject to
Section 7.2 hereof, payment for said] Shares [[of any series]] shall be made
[to the Shareholder] in cash or in property [[out of the assets of such series
to the Shareholder of record]] at such time and in [[the]] [such] manner, not
inconsistent with the 1940 Act or other applicable [[laws, as may be specified
from time to time in the Trust's then effective prospectus under the Securities
Act of 1933, subject to the provisions of Section 7.4 hereof.]] [law. Except as
expressly determined by the Trustees, Shareholders shall not have the right to
have Shares redeemed in-kind.]
Section [[7.4 - Effect of]] [7.2.] Suspension of [[Determination of Net
Asset Value. If, pursuant to Section 7.6 hereof, the Trustees shall]] [Right of
Redemption. The Trust may] declare a suspension of the [[determination of net
asset value, the rights of Shareholders (including those who shall have applied
for]] [right of redemption or postpone the date of payment of the] redemption
[[pursuant to Section 7.1 hereof but who shall not yet have received payment)
to have Shares redeemed and paid for by]] [proceeds of any series or class as
permitted under the 1940 Act. Such suspension shall take effect at such time
as] the Trust shall [[be suspended until]] [specify, and thereafter there shall
be no right of redemption or payment of the redemption proceeds until the Trust
shall declare the suspension at an end. In the case of a suspension of the
right of redemption, a Shareholder may either withdraw the Shareholder's
request for redemption or receive payment based on the net asset value existing
after] the termination of [[such suspension is declared. Any record holder who
shall have his redemption right so suspended may, during the period of such
suspension, by appropriate written notice of revocation at the office or agency
where application was made, revoke any application for redemption not honored
and withdraw any certificates on deposits. The redemption price of Shares for
which redemption applications have not been revoked shall be the net asset
value of such Shares next determined as set forth in Article VIII after the
termination of such suspension, and payment shall be made within seven days
after the date upon which the application was made plus the period after such
applications during which the determination of net asset value was suspended.]]
[the suspension.]
[[Section 7.5 -]] [Section 7.3.] Redemption of Shares [[in Order to Qualify as
Regulated Investment Company]]; Disclosure of Holding. [[If the]] [The]
<PAGE>
Trustees [[shall, at any time and in good faith, be of the opinion]] [may, in
their discretion, require the Trust to redeem Shares held by any Shareholder
for any reason under terms set by the Trustees, including, but not limited to,
(i) the determination of the Trustees] that direct or indirect ownership of
Shares [[or other securities of the Trust]] [of any series or class] has or may
become concentrated in [[any Person]] [such Shareholder] to an extent [[which]]
[that] would disqualify [[the Trust or any]] [that] series [[of the Trust]] as
a regulated investment company under the Internal Revenue Code[[, then the
Trustees shall have the power by lot or other means deemed equitable by them
(i) to call for redemption by any such Person a number, or principal amount, of
Shares or other securities of the Trust sufficient to maintain or bring the
direct or indirect]] [of 1986, as amended (or any successor statute thereto),
(ii) the failure of a Shareholder to supply a tax identification number if
required to do so, (iii) the failure of a Shareholder to pay when due for the
purchase of Shares issued to that Shareholder, (iv) the value of a
Shareholder's Shares being less than a minimum amount established from time to
time by the Trustees, (v) failure of a Shareholder to meet or maintain the
qualifications for ownership of a particular class of Shares, or (vi) the
determination by the Trustees or pursuant to policies adopted by the Trustees
that] ownership of Shares [[or other securities]] [by a particular Shareholder
is not in the best interests of the remaining Shareholders] of the Trust [[into
conformity with the requirements for such qualification and (ii) to refuse to
transfer or issue Shares or other securities of the Trust to any Person whose
acquisition of the Shares or other securities of the Trust in question would
result in such disqualification]] [or applicable series or class]. The
redemption shall be effected at the redemption price and in the manner provided
in Section 7.1 [hereof].
The holders of Shares [[of]] [or] other securities of the Trust shall upon
demand disclose to the Trustees in writing such information with respect to
direct and indirect ownership of Shares or other securities of the Trust as the
Trustees deem necessary to comply with the provisions of the Internal Revenue
Code [of 1986, as amended (or any successor statute)], or to comply with the
requirements of any other [law or regulation, and such ownership of Shares may
be disclosed by the Trustees if so requested by such law or regulation.]
[[taxing authority.
Section 7.6 - Suspension of Right of Redemption. The Trust may declare a
suspension of the right of redemption or postpone the date of payment or
redemption for the whole or any part of any period (i) during which the New
York Stock Exchange is closed other than customary weekend and holiday
closings, (ii) during which trading on the New York Stock Exchange is
restricted, (iii) during which an emergency exists as a result of which
disposal by the Trust of securities owned by it is not reasonably practicable
or it is not reasonably practicable for the Trust fairly to determine the value
of its net assets, or (iv) during any other period when the Commission may for
the protection of security holders of the Trust by order permit suspension of
the right of redemption or postponement of the date of payment or redemption;
provided that applicable rules and regulations of the Commission shall govern
as to whether conditions prescribed in (ii), (iii), or (iv) exist. Such
suspension shall take effect at such time as the Trust shall specify but not
<PAGE>
later than the close of business on the business day next following the
declaration of suspension, and thereafter there shall be no right of redemption
or payment on redemption until the Trust shall declare the suspension at an
end, except that the suspension shall terminate in any event on the first day
on which said stock exchange shall have reopened or the period specified in
(ii) or (iii) shall have expired (as to which in the absence of an official
ruling by the Commission, the determination of the Trust shall be conclusive).
In the case of a suspension of the right of redemption a Shareholder may either
withdraw his request for redemption or receive payment based on the net asset
value existing after the termination of the suspension as provided in Section
7.4 hereof.]]
ARTICLE VIII
DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS
[[Subject to Section 6.9 hereof, the]][The] Trustees, in their absolute
discretion, may prescribe and shall set forth in the By-[[Laws]] [laws] or in a
duly adopted vote of the Trustees such bases and times for determining the per
Share or net asset value of the Shares [[of any series]] or net income
[[attributable to the Shares of any series]], or the declaration and payment of
dividends and distributions [[on the Shares of any series]], as they may deem
necessary or desirable.
ARTICLE IX
DURATION; TERMINATION OF TRUST;
AMENDMENT; MERGERS, ETC.
Section 9.1. Duration. The Trust shall continue without limitation of time
but subject to the provisions of this Article IX.
Section 9.2. Termination of Trust. (a) The Trust may be terminated [at any
time] (i) by a Majority Shareholder Vote of the holders of its Shares, or (ii)
by the Trustees by written notice to the Shareholders. Any series of the
Trust[, or any class of any series,] may be terminated [at any time] (i) by a
Majority Shareholder Vote of the holders of Shares of that [[Series]] [series
or class], or (ii) by the Trustees by written notice to the Shareholders of
that series [or class]. Upon the termination of the Trust or any series of the
Trust:
(i) The Trust or series of the Trust shall carry on no business except for
the purpose of winding up its affairs;
(ii) The Trustees shall proceed to wind up the affairs of the Trust or
series of the Trust and all the powers of the Trustees under [[this]] [the]
Declaration shall continue until the affairs of the Trust or series of the
Trust shall have been wound up, including the power to fulfill or discharge the
contracts of the Trust or series of the Trust, collect its assets, sell,
convey, assign, exchange, transfer or otherwise dispose of all or any part of
the remaining Trust Property or Trust Property of the series to one or more
<PAGE>
[[persons]] [Persons] at public or private sale for consideration which may
consist in whole or in part of cash, securities or other property of any kind,
discharge or pay its liabilities, and to do all other acts appropriate to
liquidate its business; [[provided, that any sale, conveyance, assignment,
exchange, transfer or other disposition of all or substantially all the Trust
Property shall require Shareholder approval in accordance with Section 9.4
hereof, and any sale, conveyance, assignment, exchange, transfer or other
disposition of all or substantially all of the Trust Property allocated or
belonging to any series shall require the approval of the Shareholders of such
series as provided in Section 9.6 hereof; and]]
(iii) After paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities and refunding
agreements as they deem necessary for their protection, the Trustees may
distribute the remaining Trust Property or Trust Property of the series, in
cash or in kind or partly in cash and partly in kind, among the Shareholders of
the Trust or the series according to their respective rights.
[The foregoing provisions shall also apply, with appropriate modifications as
determined by the Trustees, to the termination of any class.]
(b) After termination of the Trust or series [or class ]and distribution
to the Shareholders of the Trust or series [or class] as herein provided, a
majority of the Trustees shall execute and lodge among the records of the Trust
an instrument in writing setting forth the fact of such termination, and the
Trustees shall thereupon be discharged from all further liabilities and duties
hereunder with respect to the Trust or series [or class], and the rights and
interests of all Shareholders of the Trust or series [or class ]shall thereupon
cease.
Section 9.3. Amendment Procedure. (a) [[This Declaration may be amended by
a Majority]] [Except as specifically provided herein, the Trustees may, without
any] Shareholder [[Vote of the Shareholders of the Trust or by any instrument
in writing, without a meeting, signed by a majority of the Trustees and
consented to by the holders of not less than a majority of the Shares of]][
vote, amend or otherwise supplement the Declaration by making an amendment, a
Declaration of Trust supplemental hereto or an amended and restated
Declaration. Without limiting the foregoing power reserved to the Trustees,]
the [[Trust. The]] Trustees may [[also amend this Declaration,]] without [[the
vote or consent of Shareholders]] [any Shareholder vote, amend the Declaration]
to designate [[series in accordance with Section 6.9 hereof]] [or redesignate
series or classes], to change the name [or principal office] of the Trust, to
supply any omission, to cure, correct or supplement any ambiguous, defective or
inconsistent provision hereof, or if they deem it necessary or advisable, to
conform [[this]] [the] Declaration to the requirements of applicable [[federal
laws or regulations or the requirements of the regulated investment company
provisions of]] [law, including the 1940 Act and] the Internal Revenue Code of
1986, as amended, but the Trustees shall not be liable for failing [to do so.
Shareholders][[so to do.
(b) No amendment which the Trustees shall have determined shall affect the
rights, privileges or interests of holders of a particular series of Shares,
but not the rights, privileges or interests of holders of Shares of the Trust
<PAGE>
generally, may be made except with the vote or consent by ]][the right to vote
on (i) any amendment that would affect their right to vote granted in Section
6.8; (ii) any amendment to this Section 9.3(a); (iii) any amendment as may be
required by law, or by the Trust's registration statement, to be approved by
Shareholders; and (iv) any amendment submitted to them by the Trustees. Any
amendment on which Shareholders have the right to vote shall require] a
Majority Shareholder Vote of [the Shareholders] [[such series.
(c) Notwithstanding any other provision hereof, no amendment may be made
under this Section 9.3 which would change any rights with respect to the
Shares, or any series of Shares, by reducing the amount payable thereon upon
liquidation of the Trust or by diminishing or eliminating any voting rights
pertaining thereto, except with a Majority Shareholder Vote of Shares or series
of Shares.]][, or the written consent, without a meeting, of the holders of
Shares representing not less than a majority of the voting power of the Shares
of the Trust. Notwithstanding the foregoing, if the Trustees shall determine
that any amendment required or permitted to be submitted to Shareholders would
affect only the interests of Shareholders of particular series or classes of
Shares, then only Shareholders of such series or classes, as applicable, shall
be entitled to vote thereon, and no vote of Shareholders of any other series or
classes shall be required.
(b)] Nothing contained in [[this]] [the] Declaration shall permit the
amendment of [[this]] [the] Declaration to impair the exemption from personal
liability of the Shareholders, [former Shareholders,] Trustees, [Trustees
Emeritus, officers, employees and agents of the Trust or to permit assessments
upon Shareholders or former Shareholders. Notwithstanding anything else herein,
any amendment to Section 5.3 shall not limit the rights to indemnification or
insurance provided therein with respect to actions or omissions of persons
entitled to indemnification under such Section prior to such amendment.
(c)] [[(d)]] A certificate signed by a majority of the Trustees setting
forth an amendment and reciting that it was duly adopted by the Shareholders
[(if applicable)] or by the Trustees as aforesaid or a copy of the Declaration,
as amended, and executed by a majority of the Trustees, shall be conclusive
evidence of such amendment when lodged among the records of the Trust.
[[(e)]] [(d)] Notwithstanding any other provision hereof, until such time
as [[a Registration Statement under]] [Shares of a particular series or class
are first issued] the [[Securities Act of 1933, as amended, covering the first
public offering of securities of the Trust shall have become effective, this]]
Declaration may be [terminated or] amended in any respect [as to that series or
class, and as to any series or class in which Shares are not outstanding,] by
the affirmative vote of a majority of the Trustees or by an instrument signed
by a majority of the Trustees.
Section 9.4. Merger, Consolidation and Sale of Assets. [[The
Trust]][Subject to applicable law and except as otherwise provided in Section
9.5 hereof, the Trust or any series or class thereof] may merge or consolidate
with any other corporation, association, trust or other organization or may
<PAGE>
sell, lease or exchange all or substantially all of the Trust Property[[,]]
[(or all or substantially all of the Trust Property allocated or belonging to a
particular series or class of the Trust)] including its good will, upon such
terms and conditions and for such consideration when and as authorized [(a)] at
any meeting of Shareholders called for such purpose by [[the ]][a Majority
Shareholder Vote of all series of the Trust voting as a single class if the
entire Trust is merging, consolidating or disposing of assets, by a] Majority
Shareholder Vote of the [[Trust, or by an instrument or instruments in writing
without a meeting, consented to by the]] [particular series if the entire
series is merging, consolidating or disposing of assets, or by a] Majority
Shareholder Vote of [[the Trust provided, however, that if]] [a class if only
that class is merging, consolidating or disposing of assets, or (b) by the
written consent, without a meeting, of the holders of Shares representing a
majority of the voting power of the outstanding Shares of all series of the
Trust voting as a single class, or of the particular series or class as
described above. Any] such merger, consolidation, [[sale, lease or exchange is
recommended by the Trustees, the vote or written consent of the holders of a
majority of Shares outstanding shall be sufficient authorization; and any such
merger, consolidation,]] sale, lease or exchange shall be deemed for all
purposes to have been accomplished under and pursuant to the statutes of The
Commonwealth of Massachusetts. [Such transactions may be effected through
share-for-share exchanges, transfers or sales of assets, in-kind redemptions
and purchases, exchange offers, or any other method approved by the Trustees]
Nothing contained herein shall be construed as requiring approval of
[[shareholders]] [Shareholders for any recapitalization or reclassification of
any series or class,] for any sale of assets in the ordinary course of the
business of the Trust], or for any transaction, whether deemed a merger,
consolidation, reorganization or exchange of shares or otherwise, whereby the
Trust issues shares of one or more series or classes in connection with the
acquisition of assets (including those subject to liabilities) from any other
investment company or similar entity.]
Section 9.5. Incorporation, Reorganization. [[With the approval of the
holders of a majority of the Shares outstanding and entitled to vote, the
Trustees may]] [The Trustees may, without the vote or consent of Shareholders,]
cause to be organized or assist in organizing a corporation or corporations
under the laws of any jurisdiction, or any other trust [(or series or class of
a trust)], unit investment trust, partnership, [limited liability company,]
association or other organization to [[take over]] [acquire] all [or a portion]
of the Trust Property [(or all or a portion of the Trust Property allocated or
belonging to a particular series or class)] or to carry on any business in
which the Trust shall directly or indirectly have any interest, and to sell,
convey and transfer [[the]] [such] Trust Property to any such corporation,
trust [(or series or class of a trust)], partnership, [limited liability
company,] association or organization in exchange for the shares or securities
thereof or otherwise, and to lend money to, subscribe for the shares or
securities of, and enter into any contracts with any such corporation, trust,
partnership, association or organization in which the Trust holds or is about
to acquire shares or any other interest. [[Subject to Section 9.4 hereof, the]]
[The] Trustees may also[, without the vote or consent of Shareholders,] cause a
merger or consolidation between the Trust or any successor thereto and any such
<PAGE>
corporation, trust [( or series or class of a trust)], partnership, association
or other organization if and to the extent permitted by law. [[Nothing
contained in]] [The Trustees shall provide written notice to affected
Shareholders of each transaction pursuant to] this Section 9.5[. Such
transactions may be effected through share-for-share exchanges, transfers or
sales of assets, in-kind redemptions and purchases,] [[shall be construed as
requiring approval of Shareholders for the Trustees to organize or assist in
organizing one or more corporations, trusts, partnerships, associations or
other organizations and selling, conveying or transferring a portion of the
Trust Property to such organization or entities.
Section 9.6 - Incorporation or Reorganization of Series. With the approval of a
Majority Shareholder Vote of any series, the Trustees may sell, lease or]]
exchange [[all of the Trust Property allocated or belonging to that series, or
cause to be organized or assist in organizing a corporation or corporations
under the laws of any other jurisdiction]] [offers], or any other [[trust, unit
investment trust, partnership, association or other organization, to take over
all of the Trust Property allocated or belonging to that series and to sell,
convey and transfer such Trust Property to any such corporation, trust, unit
investment trust, partnership, association, or other organization in exchange
for the Shares or securities thereof or otherwise.]] [method approved by the
Trustees.]
ARTICLE X
[[REPORTS TO SHAREHOLDERS AND SHAREHOLDER COMMUNICATION
The Trustees shall at least semi-annually submit to the Shareholders a written
financial report of the transactions of the Trust, including financial
statements which shall at least annually be certified by independent public
accountants.
Whenever ten (10) or more Shareholders of record who have been such for at
least six months preceding the date of application, and who hold in the
aggregate either Shares having a net asset value of at least $25,000 or at
least 1% of the Shares outstanding, whichever is less, shall apply to the
Trustees in writing, stating that they wish to communicate with other
Shareholders with a view to obtaining signatures to a request for a meeting of
Shareholders for the purpose of removing one or more Trustees pursuant to
Section 2.2 hereof and accompany such application with a form of communication
and request which they wish to transmit, the Trustees shall within five
business days after receipt of such application either:
(a) afford to such applicants access to a list of the names and addresses of
all Shareholders as recorded on the books of the Trust; or
(b) inform such applicants as to the approximate number of Shareholders of
record, and the approximate cost of mailing to them the proposed communication
and form of request. If the Trustees elect to follow the course specified in
(b) above, the Trustees, upon the written request of such applicants,
accompanied by a tender of the material to be mailed and of the reasonable
expenses of mailing, shall, with reasonable promptness, mail such material to
all Shareholders of record, unless within five business days after such tender
the Trustees mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement signed by at
<PAGE>
least a majority of the Trustees to the effect that in their opinion either
such material contains untrue statements of fact or omits to state facts
necessary to make the statements contained therein not misleading, or would be
in violation of applicable law, and specifying the basis of such opinion.
ARTICLE XI]]
MISCELLANEOUS
Section [[11.1 -]][10.1.] Filing. [[This]] [The] Declaration[[, as
amended,]] and any subsequent amendment hereto shall be filed in the office of
the Secretary of The Commonwealth of Massachusetts and in such other place or
places as may be required under the laws of The Commonwealth of Massachusetts
and may also be filed or recorded in such other places as the Trustees deem
appropriate[, provided that the failure to so file shall not invalidate this
instrument or any properly authorized amendment hereto]. Each amendment so
filed shall be accompanied by a certificate signed and acknowledged by [[a]]
[an officer or ]Trustee stating that such action was duly taken in a manner
provided herein, and unless such amendment or such certificate sets forth some
[[later]] [other] time for the effectiveness of such amendment, such amendment
shall be effective upon its filing. A restated Declaration, integrating into a
single instrument all of the provisions of the Declaration which are then in
effect and operative, may be executed from time to time by a majority of the
Trustees and shall, upon filing with the Secretary of The Commonwealth of
Massachusetts, be conclusive evidence of all amendments contained therein and
may thereafter be referred to in lieu of the original Declaration and the
various amendments thereto.
Section [[11.2 -]][10.2]. Governing Law. [[This]] [The] Declaration is
executed by the Trustees and delivered in The Commonwealth of Massachusetts and
with reference to the laws thereof, and the rights of all parties and the
validity and construction of every provision hereof shall be subject to and
construed according to the laws of said Commonwealth. [The Trust shall be of
the type commonly called a Massachusetts business trust, and without limiting
the provisions hereof, the Trust may exercise all powers which are ordinarily
exercised by such a trust, and the absence of a specific reference herein to
any such power, privilege, or action shall not imply that the Trust may not
exercise such power or privilege or take such action.
Section 10.3. Principal Office. The principal office of the Trust is 500
Boylston Street, Boston, Massachusetts. The Trustees, without a vote of
Shareholders, may change the principal office of the Trust.]
Section [[11.3 -]][10.4.] Counterparts. [[This]] [The] Declaration may be
simultaneously executed in several counterparts, each of which shall be deemed
to be an original, and such counterparts, together, shall constitute one and
the same instrument, which shall be sufficiently evidenced by any such original
counterpart.
Section [[11.4 -]][10.5.] Reliance by Third Parties. Any certificate
executed by an individual who, according to the records of the Trust, appears
<PAGE>
to be [[a]] [an officer or] Trustee hereunder, certifying to: (i) the number or
identity of Trustees or Shareholders, (ii) the due authorization of the
execution of any instrument or writing, (iii) the form of any vote passed at a
meeting of Trustees or Shareholders, (iv) the fact that the number of Trustees
or Shareholders present at any meeting or executing any written instrument
satisfies the requirements of [[this]] [the] Declaration, (v) the form of any
By-Laws adopted by or the identity of any officers elected by the Trustees, or
(vi) the existence of any fact or facts which in any manner [[relate]]
[relates] to the affairs of the Trust, shall be conclusive evidence as to the
matters so certified in favor of any Person dealing with the Trustees and their
successors.
Section [[11.5 -]][10.6.] Provisions in Conflict with Law or Regulations.
(a) The provisions of the Declaration are severable, and if the Trustees
shall determine, with the advice of counsel, that any of such provisions is in
conflict with the 1940 Act, the regulated investment company [or other]
provisions of the Internal Revenue Code of 1986, as amended, or with other
applicable laws and regulations, the conflicting provision shall be deemed
never to have constituted a part of the Declaration; provided however, that
such determination shall not affect any of the remaining provisions of the
Declaration or render invalid or improper any action taken or omitted prior to
such determination.
(b) If any provision of the Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other provision of the
Declaration in any jurisdiction.
<PAGE>
[[ANNEX A]]
[APPENDIX A
PURSUANT TO SECTION 6.9 OF THE DECLARATION, THE
ESTABLISHMENT AND
DESIGNATION OF SERIES OF SHARES OF
BENEFICIAL INTEREST (WITHOUT PAR VALUE)
The] Trustees of the Trust [[have ]][, acting pursuant to the Trust's
Declaration, have previously] established and designated [[twenty six]] [the]
series [(each, a "Fund")] of Shares [[(as defined in the Declaration), such
series having the following special and relative rights:]] [of Beneficial
Interest listed below.]
1. The [[series]] [Funds] are [[designated:]]
Bond Series
Capital Appreciation Series
[[ Conservative Growth]]
[Capital Opportunities] Series
Emerging Growth Series
[Emerging Markets Equity Series]
Equity Income Series
[Global Asset Allocation Series]
[Global Governments Series]
[Global Growth Series]
[Global Telecommunications Series]
[Global Total Return Series]
Government Securities Series
High Yield Series
International Growth Series
International Growth and Income Series
Managed Sectors Series
Massachusetts Investors Growth Stock Series
[Massachusetts Investors Trust Series]
[Mid Cap Growth] [[MFS/Foreign & Colonial Emerging Markets Equity]] Series
Money Market Series
New Discovery Series
Research Series
Research Growth and Income Series
Research International Series
[[Research Series ]]
[Strategic Growth Series]
Strategic Income Series
<PAGE>
[Technology Series]
Total Return Series
Utilities Series
[[Value Series
World Asset Allocation Series
World Governments Series
World Growth Series
World Total Return Series
Zero Coupon Series, Portfolio 2000
2. The series]]
[2. Each Fund] shall be authorized to [[invest in]] [hold] cash, [invest
in] securities, instruments and other property [and use investment techniques]
as from time to time described in the Trust's then currently effective
registration statement under the Securities Act of 1933 [to the extent
pertaining to the offering of Shares of the Fund]. Each Share of [[Beneficial
Interest of the Series ("Share")]] [each Fund] 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]] [as provided in the Declaration.
Subject to differences among classes, each Share of each Fund shall be entitled
to vote on matters on which Shares of the Fund shall be entitled to vote as
provided in Section 6.8 of the Trust's Declaration of Trust], shall represent a
pro rata beneficial interest of in the assets allocated to or belonging to the
[[series]] [Fund], and shall be entitled to receive its pro rata share of the
net assets of the [[series]] [Fund] upon liquidation of the [[series]] [Fund],
all as provided in Section 6.9 of the Declaration [of Trust. The proceeds of
sales of Shares of each Fund, together with any income and gain thereon, less
any diminution or expenses thereof, shall irrevocably belong to the Fund,
unless otherwise required by law.]
3. Shareholders of [[the series]] [each Fund] 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 [deemed] effectively
acted upon with respect to the [[series]] [Fund] as provided in[,] Rule 18f-2,
as from time to time in effect, under the [[Investment Company Act of 1940, as
amended,]] [1940 Act] or any successor rule, and [[by]] the Declaration.
4. The assets and liabilities of the Trust shall be allocated among
[[the]] [each Fund and any] series of the Trust [designated in the future] 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]] [each Fund],
or to otherwise change the special and relative rights of [[any series.]] [each
Fund.
<PAGE>
6. Any Fund may be terminated at any time by the Trustees by written
notice to the Shareholders of the Fund in accordance with Article IX of the
Declaration.]
[[IN WITNESS WHEREOF, the undersigned have executed this instrument this
________ day of ________________ 1997.]]
[signature lines omitted]
<PAGE>
APPENDIX B
FUNDAMENTAL POLICIES TO APPLY TO
EACH SERIES UPON SHAREHOLDER APPROVAL
A Series may not:
(1) Borrow Money: borrow money except to the extent such borrowing is not
prohibited by the 1940 Act and exemptive orders granted under such Act.
(2) Underwrite Securities: underwrite securities issued by other persons,
except that all or any portion of the assets of the Series may be
invested in one or more investment companies, to the extent not
prohibited by the 1940 Act and exemptive orders granted under such Act,
and except insofar as the Series may technically be deemed an
underwriter under the Securities Act of 1933, as amended, in selling a
portfolio security.
(3) Real Estate, Oil and Gas, Mineral Interests, Commodities: purchase or
sell real estate (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 currencies and any type of option, Futures
Contracts 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
currencies and any type of option, Futures Contracts and Forward
Contracts) acquired as a result of the ownership of securities.
(4) Senior Securities: issue any senior securities except to the extent not
prohibited by the 1940 Act and exemptive orders granted under such Act.
For purposes of this restriction, collateral arrangements with respect
to any type of swap, option, Forward Contracts and Futures Contracts and
collateral arrangements with respect to initial and variation margin are
not deemed to be the issuance of a senior security.
(5) Make Loans: make loans except to the extent not prohibited by the 1940
Act and exemptive orders granted under such Act.
The Series, other than the Global Telecommunications Series and the Utilities
Series, may not:
(6) Industry Concentration: purchase any securities of an issuer in a
particular industry if as a result 25% or more of its total assets
(taken at market value at the time of purchase) would be invested in
securities of issuers whose principal business activities are in the
<PAGE>
same industry. For the Money Market Series, this restriction shall not
apply to securities or obligations issued or guaranteed by banks or bank
holding companies, finance companies or utility companies.
The Global Telecommunications Series may not:
(6) Industry Concentration: invest 25% or more of the market value of its
total assets in securities of issuers in any one industry, except that
the Series will invest at least 25% of its total assets in a group of
related telecommunications industries.
The Utilities Series may not:
(6) Industry Concentration: invest 25% or more of the market value of its
total assets in securities of issuers in any one industry, except that
the Series will invest at least 25% of its total assets in the utilities
industry.
<PAGE>
APPENDIX C
CURRENT FUNDAMENTAL INVESTMENT POLICIES AND
PROPOSED ACTION TO BE TAKEN
(1) INVESTMENT POLICIES THAT APPLY TO THE CAPITAL APPRECIATION SERIES,
GOVERNMENT SECURITIES SERIES, HIGH YIELD SERIES, MANAGED SECTORS SERIES,
MASSACHUSETTS INVESTORS TRUST SERIES, MONEY MARKET SERIES, TOTAL RETURN
SERIES, AND GLOBAL GOVERNMENTS SERIES
-------------------------------------------------------------------------------
CURRENT FUNDAMENTAL POLICY REVISED FUNDAMENTAL POLICY OR
PROPOSED REMOVAL OF POLICY
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
None of the Series may, except as
indicated:
-------------------------------------------------------------------------------
(1) Enter into repurchase agreements It is proposed that this fundamental
if, as a result of such agreement, more policy be removed.
than 10% of the Series' total assets
valued at the time of the transaction
would be subject to repurchase
agreements maturing in more than seven
days.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(2) Lend money or securities, provided Make Loans: A Series may not make
that the making of time or demand loans except to the extent not
deposits with banks and the purchase prohibited by the 1940 Act and
of debt securities such as bonds, exemptive orders granted under such
debentures, commercial paper, repurchase Act.
agreements and short-term obligations
in accordance with its investment
objectives and policies are not
prohibited; and provided that the
Massachusetts Investors Trust Series,
Total Return Series, Global Governments
Series and Managed Sectors Series may
purchase a portion of an issue of debt
securities of types commonly distributed
privately to financial institutions, and
provided that this shall not prohibit
the Global Governments Series, Total
Return Series or Massachusetts Investors
Trust Series from lending securities in
accordance with their investment
objectives or the Managed Sectors
Series from purchasing convertible
debt instruments consistent with its
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
investment objectives. For the purposes
of this restriction, the purchase of
short-term commercial paper or a portion
of an issue of debt securities which are
part of an issue to the public shall not
be considered the making of a loan.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(3) Borrow money except as a Borrow Money: A Series may not
temporary measure for extraordinary or borrow money except to the extent
emergency purposes and then only in an such borrowing is not prohibited by
amount up to 1/3 of the value of its the 1940 Act and exemptive orders
total assets, in order to meet granted under such Act.
redemption requests without immediately
selling any portfolio securities (any
such borrowings under this section will
not be collateralized). If, for any
reason, the current value of the total
assets of any Series falls below an
amount equal to three times the amount
of its indebtedness for money borrowed,
that Series will, within three business
days, reduce its indebtedness to the
extent necessary. No Series will borrow
for leverage purposes. No Series will
purchase any investments while
borrowings are outstanding. For this
purpose a borrowing shall not be deemed
the issuance of a senior security.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(4) Write, purchase or sell puts, calls It is proposed that this fundamental
or combinations thereof, provided policy be removed.
however that warrants and convertible
securities may be purchased and sold
by a Series, and provided further that
this shall not prevent the Capital
Appreciation Series, the Government
Securities Series, the Global Governments
Series or the Managed Sectors Series from
writing, purchasing and selling puts,
calls or combinations thereof or from
purchasing, owning, holding or selling
contracts for the future delivery of
securities or currencies in accordance
with their objectives and policies.
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
(5) Purchase or retain the securities It is proposed that this fundamental
of any issuer if any of the members of policy be removed.
the Trust's Board of Trustees or the
Directors and officers of Sun Life of
Canada (U.S.), Sun Life (NY) or MFS
own beneficially more than 1/2 of 1%
of the securities of such issuer and
together own more than 5% of the
securities of such issuer.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(6) Invest for the purpose of It is proposed that this fundamental
exercising control or management of policy be removed.
another issuer.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(7) Invest in oil, gas or other mineral Real Estate, Oil and Gas, Mineral
exploration or development programs. Interests, Commodities: A Series may
not purchase or sell real estate
(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 currencies and
any type of option, Futures Contracts
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
currencies and any type of option,
Futures Contracts and Forward
Contracts) acquired as a result of
the ownership of securities.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
(8) Purchase securities of other It is proposed that this fundamental
investment companies, except that the policy be removed.
Government Securities Series may
purchase U.S. Government related
Securities in accordance with its
investment objectives and policies; and
except, as regards the Total Return
Series, the Global Governments Series
and the Managed Sectors Series, by
purchase in the open market where no
commission or profit to a sponsor or
dealer results from such purchase other
than the customary broker's commission,
or except when such purchase, though not
made in the open market, is part of a
plan of merger or consolidation; and
provided, however that the Managed
Sectors Series shall not purchase the
securities of any investment company if
such purchase at the time thereof would
cause more than 10% of the Series' total
assets (taken at market value) to be
invested in the securities of such
issuers; and provided, further, that
these Series shall not purchase
securities issued by any registered
open-end investment company.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(9) Underwrite securities issued by Underwrite Securities: A Series may
others except to the extent the Series not underwrite securities issued by
may be deemed to be an underwriter, other persons, except that all or
under the federal securities laws, in any portion of the assets of the
connection with the disposition of Series may be invested in one or more
portfolio securities. investment companies, to the extent
not prohibited by the 1940 Act and
exemptive orders granted under such
Act, and except insofar as the Series
may technically be deemed an
underwriter under the Securities Act
of 1933, as amended, in selling a
portfolio security.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
(10) Make short sales of securities or Senior Securities: A Series may not
purchase any securities on margin except issue any senior securities except to
to obtain such short term credits as the extent not prohibited by the 1940
may be necessary for the clearance of Act and exemptive orders granted
transactions; provided that this shall under such Act. For purposes of this
not prevent the Capital Appreciation restriction, collateral arrangements
Series, Government Securities Series, with respect to any type of swap,
Global Governments Series or Managed option, Forward Contracts and
Sectors Series from making margin Futures Contracts and collateral
deposits in connection with options, arrangements with respect to initial
Futures Contracts, Options on Futures and variation margin are not deemed
Contracts, Forward Contracts or options to be the issuance of a senior
on foreign currencies; and provided security.
that this shall not prevent the Total
Return Series, Managed Sectors Series
or Massachusetts Investors Trust Series
from making any short sales of
securities or selling a security which
it does not own if, by virtue of its
ownership of other securities, the
Series has, at the time of sale, a
right to obtain securities without
payment of further consideration
equivalent in kind and amount to the
securities sold and provided that
if such right is conditional, the sale
is made upon the same conditions.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(11) Invest in commodities or Real Estate, Oil and Gas, Mineral
commodity futures contracts or in real Interests, Commodities: A Series
estate; except that this restriction may not purchase or sell real estate
shall not prevent the Capital (excluding securities secured by real
Appreciation Series, Government estate or interests therein and
Securities Series, Global Governments securities of companies, such as real
Series or Managed Sectors Series from estate investment trusts, which deal
writing, selling or purchasing Futures in real estate or interests therein),
Contracts, Options on Futures Contracts, interests in oil, gas or mineral
Forward Contracts or options on foreign leases, commodities or commodity
currencies or from holding or selling contracts (excluding currencies and
real estate or mineral leases, any type of option, Futures Contracts
commodities or commodity contracts and Forward Contracts) in the
acquired as a result of the ownership ordinary course of its business.
of securities in accordance with their The Series reserves the freedom of
investment objectives and policies and action to hold and to sell real
provided that this restriction shall estate, mineral leases,commodities or
not apply to the Massachusetts commodity contracts (including
Investors Trust Series. currencies and any type of option,
Futures Contracts and Forward
Contracts) acquired as a result of
the ownership of securities.
-------------------------------------------------------------------------------
<PAGE>
(2) INVESTMENT POLICIES THAT APPLY ONLY TO THE CAPITAL APPRECIATION SERIES
-------------------------------------------------------------------------------
CURRENT FUNDAMENTAL POLICY REVISED FUNDAMENTAL POLICY OR
PROPOSED REMOVAL OF POLICY
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
The Capital Appreciation Series will
operate under the general investment
restrictions described in Section 1.
In addition, the Capital Appreciation
Series will not:
-------------------------------------------------------------------------------
(1) Purchase securities of any issuer It is proposed that this fundamental
(other than obligations of, or policy be removed.
guaranteed by the U.S. Government, its
agencies or instrumentalities) if, as
a result of such purchase, more than
5% of the value of its assets would be
invested in the securities of that
issuer.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(2) Purchase more than 10% of any It is proposed that this fundamental
class of securities of any issuer. policy be removed.
All debt securities and all
preferred stocks shall each be
considered one class.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(3) Concentrate more than 25% of the Industry Concentration: The Capital
value of its assets in any one Appreciation Series may not purchase
industry. Water, communications, any securities of an issuer in a
electric, and gas utilities shall particular industry if as a result
each be considered a separate industry. 25% or more of its total assets
(taken at market value at the time of
purchase) would be invested in
securities of issuers whose principal
business activities are in the same
industry.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(4) Invest more than 10% of its total It is proposed that this fundamental
assets in securities of issuers which policy be removed.
are not readily marketable (including
repurchase agreements maturing in more
than seven days).
-------------------------------------------------------------------------------
<PAGE>
(3) INVESTMENT POLICIES THAT APPLY ONLY TO THE MASSACHUSETTS INVESTORS TRUST
SERIES
-------------------------------------------------------------------------------
CURRENT FUNDAMENTAL POLICY REVISED FUNDAMENTAL POLICY OR
PROPOSED REMOVAL OF POLICY
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
The Massachusetts Investors Trust
Series will operate under the general
investment restrictions described
in Section 1. In addition, the
Massachusetts Investors Trust Series
will not:
-------------------------------------------------------------------------------
(1) Pledge, mortgage or hypothecate an It is proposed that this fundamental
amount of assets which (taken at market policy be removed.
value) exceeds 15% of its gross assets
(taken at the lower of cost or market
value).
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(2) Concentrate more than 25% of the Industry Concentration: The Series
value of its assets in any one industry. may not purchase any securities of an
issuer in a particular industry if as
a result 25% or more of its total
assets (taken at market value at the
time of purchase) would be invested
in securities of issuers whose
principal business activities are in
the same industry.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(3) Purchase securities of any issuer It is proposed that this fundamental
(other than obligations of or policy be removed.
guaranteed by the U.S. Government, its
agencies or instrumentalities) if, as
a result of such purchase, more than
5% of the value of its assets would be
invested in the securities of that
issuer.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(4) Purchase voting securities of any It is proposed that this fundamental
issuer if such purchase, at the time policy be removed.
thereof, would cause more than 10% of
the outstanding voting securities of
such issuer to be held by the
Massachusetts Investors Trust Series;
or purchase securities of any issuer if
such purchase at the time thereof would
cause the Massachusetts Investors Trust
Series to hold more than 10% of any
class of securities of such issuer. For
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
this purpose all indebtedness of an
issuer shall be deemed a single class
and all preferred stock of an issuer
shall be deemed a single class.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(5) Invest more than 10% of its total It is proposed that this fundamental
assets, taken at market value, in policy be removed.
securities of issuers which
are not readily marketable (including
repurchase agreements maturing in more
than seven days).
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(6) Purchase or sell real estate Real Estate, Oil and Gas, Mineral
(including limited partnership Interests, Commodities: The Series
interests but excluding securities of may not purchase or sell real estate
companies, such as real estate (excluding securities secured by real
investment trusts, which deal in real estate or interests therein and
estate or interests therein) or mineral securities of companies, such as
leases, commodities or commodity real estate investment trusts, which
contracts in the ordinary course of deal in real estate or interests
its business. The Massachusetts therein), interests in oil, gas or
Investors Trust Series reserves the mineral leases, commodities or
freedom of action to hold and to sell commodity contracts (excluding
real estate or mineral leases, currencies and any type of option,
commodities or commodity contracts Futures Contracts and Forward
acquired as a result of the ownership Contracts) in the ordinary course of
of securities, but will not purchase its business. The Series reserves
securities for the purpose of acquiring the freedom of action to hold and to
real estate or mineral leases, sell real estate, mineral leases,
commodities or commodity contracts. commodities or commodity contracts
(including currencies and any type of
option, Futures Contracts and Forward
Contracts) acquired as a result of
the ownership of securities.
-------------------------------------------------------------------------------
(4) INVESTMENT POLICIES THAT APPLY ONLY TO THE GOVERNMENT SECURITIES SERIES
-------------------------------------------------------------------------------
CURRENT FUNDAMENTAL POLICY REVISED OR ADDED FUNDAMENTAL POLICY
OR PROPOSED REMOVAL OF POLICY
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
The Government Securities Series will
operate under the general investment
restrictions described in Section 1.
In addition, the Government Securities
Series will not:
-------------------------------------------------------------------------------
(1) Purchase securities of any issuer It is proposed that this fundamental
(other than obligations of or policy be removed.
guaranteed by the U.S. Government, its
agencies or instrumentalities that
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
are backed by the full faith and
credit of the U.S. Government) if, as
a result of such purchase, more than
10% of the value of its assets would be
invested in securities of that issuer
(for this purpose, investments in
certificates representing individual
interests in pools of U.S. Treasury
securities will be treated as direct
investments in U.S. Treasury
obligations).
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(2) Purchase more than 10% of any It is proposed that this fundamental
class of securities of any issuer (for policy be removed.
this purpose all indebtedness of an
issuer shall be deemed a single loss).
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(3) Purchase equity securities or It is proposed that this fundamental
voting securities. policy be removed.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(4) Purchase interests in pools of It is proposed that this fundamental
mortgages evidenced by direct pass policy be removed.
through mortgage certificates if,
as a result of such purchase, more
than 90% of the value of its assets
would be evidenced by direct pass
through mortgage certificates.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(5) Invest in securities of issuers It is proposed that this fundamental
which are not readily marketable policy be removed.
(except for repurchase agreements
maturing in more than seven days).
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
It is proposed that the following
fundamental policy be added:
Industry Concentration: The Series
may not purchase any securities of an
issuer in a particular industry if as
a result 25% or more of its total
assets (taken at market value at the
time of purchase) would be invested
in securities of issuers whose
principal business activities are in
the same industry.
-------------------------------------------------------------------------------
<PAGE>
(5) INVESTMENT POLICIES THAT APPLY ONLY TO THE HIGH YIELD SERIES
-------------------------------------------------------------------------------
CURRENT FUNDAMENTAL POLICY REVISED FUNDAMENTAL POLICY OR
PROPOSED REMOVAL OF POLICY
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
The High Yield Series will operate
under the general investment
restrictions described in Section 1.
In addition, the High Yield Series
will not:
-------------------------------------------------------------------------------
(1) Purchase securities of any issuer It is proposed that this fundamental
(other than obligations of or guaranteed policy be removed.
by the U.S. Government, its agencies or
instrumentalities) if, as a result of
such purchase, more than 10% of the
value of its assets would be invested
in the securities of that issuer.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(2) Concentrate more than 25% of the Industry Concentration: The Series
value of its assets in any one may not purchase any securities of an
industry. Water, communications, issuer in a particular industry if as
electric, and gas utilities shall a result 25% or more of its total
each be considered a separate assets (taken at market value at the
industry. time of purchase) would be invested
in securities of issuers whose
principal business activities are in
the same industry.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(3) Invest more than 10% of its total It is proposed that this fundamental
assets, taken at market value, in policy be removed.
securities of issuers which are not
readily marketable (including repurchase
agreements maturing in more than seven
days).
-------------------------------------------------------------------------------
(6) INVESTMENT POLICIES THAT APPLY ONLY TO THE MANAGED SECTORS SERIES
-------------------------------------------------------------------------------
CURRENT FUNDAMENTAL POLICY REVISED OR ADDED FUNDAMENTAL POLICY
OR PROPOSED REMOVAL OF POLICY
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
The Managed Sectors Series will
operate under the general investment
restrictions described in Section 1.
In addition, the Managed Sectors
Series will not:
-------------------------------------------------------------------------------
(1) Purchase the securities of any It is proposed that this fundamental
issuer (other than obligations of, or policy be removed.
guaranteed by the U.S. Government, its
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
agencies or instrumentalities) if, as
to 50% of the series' total assets,
such purchase, at the time thereof,
would cause more than 5% of its total
assets, taken at market value, to be
invested in the securities of such
issuer.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(2) Purchase voting securities of any It is proposed that this fundamental
issuer if, as to 50% of the value of policy be removed.
the series' assets, such purchase, at
the time thereof, would cause more
than 10% of the outstanding voting
securities of such issuer to be held
by the Series.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(3) Invest more than 10% of its total It is proposed that this fundamental
assets, taken at market value, in policy be removed.
securities of issuers which are not
readily marketable (including repurchase
agreements maturing in more than seven
days).
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
It is proposed that the following
fundamental policy be added: Industry
Concentration: The Series may not
purchase any securities of an issuer
in a particular industry if as a
result 25% or more of its total
assets (taken at market value at the
time of purchase) would be invested
in securities of issuers whose
principal business activities are in
the same industry.
-------------------------------------------------------------------------------
(7) INVESTMENT POLICIES THAT APPLY ONLY TO THE MONEY MARKET SERIES
-------------------------------------------------------------------------------
CURRENT FUNDAMENTAL POLICY REVISED FUNDAMENTAL POLICY OR
PROPOSED REMOVAL OF POLICY
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
The Money Market Series will operate
under the general investment
restrictions described in Section 1.
In addition, the Money Market Series
will not:
-------------------------------------------------------------------------------
(1) Purchase securities of any issuer It is proposed that this fundamental
(other than obligations of or guaranteed policy be removed.
by the U.S. Government, its agencies or
instrumentalities) if, as a result of
such purchase, more than 5% of the
value of its assets would be invested
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
in securities of that issuer.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(2) Purchase more than 10% of any class It is proposed that this fundamental
of securities of any issuer policy be removed.
(for this purpose all indebtedness of
an issuer shall be deemed a single
class).
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(3) Concentrate more than 25% of the Industry Concentration: The Series
value of its assets in any one industry, may not purchase any securities of an
provided that this restriction shall issuer in a particular industry if as
not apply to obligations issued or a result 25% or more of its total
guaranteed by the U.S. Government, its assets (taken at market value at the
agencies or instrumentalities, or time of purchase) would be invested
certificates of deposit or in issuers whose principal business
securities of securities issued or activities are in the same industry.
guaranteed by domestic banks. This restriction shall not apply to
securities or obligations issued or
guaranteed by banks or bank holding
companies, finance companies or
utility companies.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(4) Purchase equity securities, It is proposed that this fundamental
voting securities or local policy be removed.
or state government securities.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(5) Invest in securities of issuers It is proposed that this fundamental
which are not readily marketable policy be removed.
(except for repurchase agreements
maturing in more than seven days).
-------------------------------------------------------------------------------
(8) INVESTMENT POLICIES THAT APPLY ONLY TO THE TOTAL RETURN SERIES
-------------------------------------------------------------------------------
CURRENT FUNDAMENTAL POLICY REVISED FUNDAMENTAL POLICY OR
PROPOSED REMOVAL OF POLICY
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
The Total Return Series will operate
under the general investment
restrictions described in Section 1.
In addition, the Total Return Series
will not:
-------------------------------------------------------------------------------
(1) Concentrate its investments in Industry Concentration: The Series
any particular industry, but if it is may not purchase any securities of an
deemed appropriate for the attainment issuer in a particular industry if as
of its investment objectives, up to a result 25% or more of its total
25% of its assets, taken at market assets (taken at market value at the
value at the time of each time of purchase) would be invested in
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
investment, may be invested in any securities of issuers whose principal
one industry. business activities are in the same
industry.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(2) Purchase the securities of any It is proposed that this fundamental
issuer (other than obligations of, or policy be removed.
guaranteed by the U.S. Government, its
agencies or instrumentalities) if such
purchase, at the time thereof, would
cause more than 5% of its total assets,
taken at market value, to be invested
in the securities of such issuer.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(3) Purchase voting securities of any It is proposed that this fundamental
issuer if such purchase, at the time policy be removed.
thereof, would cause more than 10% of
the outstanding voting securities of
such issuer to be held by the
Series, or purchase securities of any
issuer if such purchase at the time
thereof, would cause the Series to
hold more than 10% of any class of
securities of such issuer. For this
purpose, all indebtedness of an issuer
shall be deemed a single class and all
preferred stock of an issuer shall be
deemed a single class.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(4) Invest more than 10% of its total It is proposed that this fundamental
assets, taken at market value, in policy be removed.
securities of issuers which are not
readily marketable (including repurchase
agreements maturing in more than seven
days).
-------------------------------------------------------------------------------
(9) INVESTMENT POLICIES THAT APPLY ONLY TO THE GLOBAL GOVERNMENTS SERIES
-------------------------------------------------------------------------------
CURRENT FUNDAMENTAL POLICY REVISED OR ADDED FUNDAMENTAL POLICY
OR PROPOSED REMOVAL OF POLICY
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
The Global Governments Series will
operate under the general investment
restrictions described in Section 1.
In addition, the Global Governments
Series will not:
-------------------------------------------------------------------------------
(1) Purchase the securities of any It is proposed that this fundamental
issuer (other than obligations of, or policy be removed.
guaranteed by the U.S. Government, its
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
agencies or instrumentalities) if such
purchase at the time thereof would
cause more than 10% of the voting
securities of such issuer to be held
by the Series.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(2) Invest more than 10% of its total It is proposed that this fundamental
assets, taken at market value, in policy be removed.
securities of issuers which are not
readily marketable (including repurchase
agreements maturing in more than seven
days).
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
It is proposed that the following
fundamental policy be added:
Industry Concentration: The Series
may not purchase any securities of an
issuer in a particular industry if as
a result 25% or more of its total
assets (taken at market value at the
time of purchase) would be invested
in securities of issuers whose
principal business activities are in
the same industry.
-------------------------------------------------------------------------------
(10) INVESTMENT POLICIES THAT APPLY ONLY TO THE UTILITIES SERIES
-------------------------------------------------------------------------------
CURRENT FUNDAMENTAL POLICY REVISED FUNDAMENTAL POLICY OR
PROPOSED REMOVAL OF POLICY
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
The Utilities Series will not:
-------------------------------------------------------------------------------
(1) Borrow amounts in excess of Borrow Money: The Series may not
33 1/3% of its gross assets, and borrow money except to the extent
then only as a temporary measure for such borrowing is not prohibited by
extraordinary or emergency purposes, the 1940 Act and exemptive orders
or pledge, mortgage or hypothecate granted under such Act.
its assets (taken at market value) to
an extent greater than 33 1/3% of its
gross assets, in each case taken at
the lower of cost or market value and
subject to a 300% asset coverage
requirement (for the purpose of this
restriction, collateral arrangements
with respect to options, Futures
Contracts, Options on Futures Contracts,
Forward Contracts and Options on Foreign
Currencies and payments of initial and
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
variation margin in connection
therewith are not considered a
pledge of assets); while such
borrowings exceed 5% of the Series'
gross assets, no securities may be
purchased; however, the Series may
complete the purchase of securities
already contracted for.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(2) Underwrite securities issued Underwrite Securities: The Series may
by other persons except insofar as not underwrite securities issued by
the Series may technically be other persons, except that all or any
deemed an underwriter under the portion of the assets of the Series
Securities Act of 1933 in selling may be invested in one or more
a portfolio security. investment companies, to the extent
not prohibited by the 1940 Act and
exemptive orders granted under such
Act, and except insofar as the Series
may technically be deemed an
underwriter under the Securities Act
of 1933, as amended, in selling a
portfolio security.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(3) Invest 25% or more of the market Industry Concentration: The Series
value of its total assets in may not invest 25% or more of the
securities of issuers in any one market value of its total assets in
industry (excluding obligations securities of issuers in any one
of the U.S. Government and industry, except that the Series will
repurchase agreements collateralized invest at least 25% of its total
by obligations of the U.S. Government), assets in the utilities industry.
except that the Series will invest
at least 25% of its total assets in the
utilities industry.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(4) Purchase or sell real estate Real Estate, Oil and Gas, Mineral
(including limited partnership Interests, Commodities: The Series
interests but excluding securities may not purchase or sell real estate
secured by real estate or interests (excluding securities secured by real
therein), interests in oil, gas or estate or interests therein and
mineral leases commodities or securities of companies, such as real
commodity contracts (except foreign estate investment trusts, which deal
currencies, Forward Contracts, in real estate or interests therein)
Futures Contracts, options, Options on interests in oil, gas or mineral
Futures Contracts and Options on leases, commodities or commodity
Foreign Currencies) in the ordinary contracts (excluding currencies and
course of its business. The Series any type of option, Futures Contracts
reserves the freedom of action and Forward Contracts) in the
to hold and to sell real estate and ordinary course of its business.
commodities acquired as a result of The Series reserves freedom of action
the ownership of securities. to hold and to sell real estate,
mineral leases, commodities or
commodity contracts (including
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
currencies and any type of option,
Futures Contracts and Forward
Contracts) acquired as a result of
the ownership of securities.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(5) Make loans to other persons Make Loans: The Series may not make
except through the lending of its loans except to the extent not
portfolio securities and except prohibited by the 1940 Act and
through repurchase agreements. For exemptive orders granted under such
these purposes the purchase of Act.
commercial paper or all or a
portion of an issue of debt
securities shall not be
considered the making of a loan.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(6) Invest for the purpose of It is proposed that this fundamental
exercising control or management. policy be removed.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(7) Purchase any securities or Senior Securities: The Series may not
evidences of interest therein on issue any senior securities except to
margin, except that the Series the extent not prohibited by the 1940
may obtain such short-term credit Act and exemptive orders granted
as may be necessary for the clearance under such Act. For purposes of this
of any transactions and except that restriction, collateral arrangements
the Series may make margin deposits in with respect to any type of swap,
connection with Futures Contracts, option, Forward Contracts and Futures
Options on Futures Contracts, Forward Contracts and collateral arrangements
Contracts, options and Options on with respect to initial and variation
Foreign Currencies. margin are not deemed to be the
issuance of a senior security.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(8) Sell any security which the Series It is proposed that this fundamental
does not own unless by virtue of policy be removed.
its ownership of other securities the
Series has at the time of sale a right
to obtain securities without payment of
further consideration equivalent in
kind and amount to the securities sold
and provided that if such right is
conditional the sale is made upon the
same conditions.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(9) Invest in illiquid investments, It is proposed that this fundamental
including securities which are subject policy be removed.
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,
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
market makers do not exist or will not
entertain bids or offers), unless the
Board of Trustees of the Trust has
determined that such securities are
liquid based upon trading markets for
the specific security, if more than 15%
of the Series' assets (taken at market
value) would be invested in such
securities.
-------------------------------------------------------------------------------
(11) INVESTMENT POLICIES THAT APPLY ONLY TO THE BOND SERIES, CAPITAL
OPPORTUNITIES SERIES, EMERGING GROWTH SERIES, EQUITY INCOME SERIES,
MASSACHUSETTS INVESTORS GROWTH STOCK SERIES, NEW DISCOVERY SERIES, RESEARCH
GROWTH AND INCOME SERIES, RESEARCH INTERNATIONAL SERIES, RESEARCH SERIES,
STRATEGIC INCOME SERIES, GLOBAL ASSET ALLOCATION SERIES, GLOBAL GROWTH SERIES
AND GLOBAL TOTAL RETURN SERIES (SEE (12) BELOW FOR TWO ADDITIONAL RESTRICTIONS
APPLICABLE ONLY TO THE EMERGING GROWTH SERIES AND RESEARCH SERIES)
-------------------------------------------------------------------------------
CURRENT FUNDAMENTAL POLICY REVISED FUNDAMENTAL POLICY OR
PROPOSED REMOVAL OF POLICY
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
None of these Series may, except
as indicated:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1) Borrow amounts in excess of Borrow Money: A Series may not borrow
33 1/3% of its assets including money except to the extent such
amounts borrowed, and then only as a borrowing is not prohibited by the
temporary measure for extraordinary 1940 Act and exemptive orders granted
or emergency purposes. under such Act;
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(2) Underwrite securities issued by Underwrite Securities: A Series may
other persons except insofar as a not underwrite securities issued by
Series may technically be deemed an other persons, except that all or any
underwriter under the Securities Act portion of the assets of the Series
of 1933 in selling a portfolio may be invested in one or more
security. investment companies, to the extent
not prohibited by the 1940 Act and
exemptive orders granted under such
Act, and except insofar as the Series
may technically be deemed an
underwriter under the Securities Act
of 1933, as amended, in selling a
portfolio security.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(3) Purchase or sell real estate Real Estate, Oil and Gas, Mineral
(including limited partnership Interests, Commodities: A Series may
interests but excluding securities not purchase or sell real estate
secured by real estate or interests (excluding securities secured by real
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
therein and securities of companies, estate or interests therein and
such as real estate investment trusts, securities of companies, such as real
which deal in real estate or interests estate investment trusts, which deal
therein), interests in oil, gas or in real estate or interests therein),
mineral leases, commodities or interests in oil, gas or mineral
commodity contracts (excluding leases, commodities or commodity
currencies, any type of option, any contracts (excluding currencies and
type of futures contract, and Forward any type of option, Futures Contracts
Contracts) in the ordinary course of and Forward Contracts) in the
its business. The Series reserve the ordinary course of its business. The
freedom of action to hold and to sell Series reserves the freedom of action
real estate, mineral leases, to hold and to sell real estate,
commodities or commodity contracts mineral leases, commodities or
(including currencies, any type of commodity contracts (including
option, any type of futures contract, currencies and any type of option,
and Forward Contracts) acquired as a Futures Contracts and Forward
result of the ownership of securities. Contracts) acquired as a result of
the ownership of securities.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(4) Issue any senior securities Senior Securities: A Series may not
except as permitted by the 1940 Act issue any senior securities except to
(For purposes of this restriction, the extent not prohibited by the 1940
collateral arrangements with respect to Act and exemptive orders granted under
any type of option, any type of swap such Act. For purposes of this
agreement,Forward Contracts and any restriction, collateral arrangements
type of futures contract and collateral with respect to any type of swap,
arrangements with respect to initial option, Forward Contracts and Futures
and variation margin are not deemed to Contracts and collateral arrangements
be the issuance of a senior security). with respect to initial and variation
margin are not deemed to be the
issuance of a senior security.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(5) Make loans to other persons. Make Loans: A Series may not make
For these purposes the purchase of loans except to the extent not
short-term commercial paper, the prohibited by the 1940 Act and
purchase of a portion or all of an exemptive orders granted under such
issue of debt securities, the purchase Act.
of loan participations and other direct
indebtedness in accordance with its
investment objectives, the lending of
portfolio securities, and the
investment of a Series' assets in
repurchase agreements shall not be
considered the making of a loan.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(6) Purchase any securities of an Industry Concentration: A Series may
issuer of a particular industry, if not purchase any securities of an
as a result 25% or more of its gross issuer in a particular industry if as
assets would be invested in securities a result 25% or more of its total
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
of issuers whose principal business assets (taken at market value at the
activities are in the same industry time of purchase) would be invested in
(except for obligations issued or securities of issuers whose principal
guaranteed by the U.S. Government or business activities are in the same
its agencies, authorities or industry.
instrumentalities and repurchase
agreements collateralized by such
obligations).
-------------------------------------------------------------------------------
(12) INVESTMENT POLICIES THAT APPLY ONLY TO THE EMERGING GROWTH SERIES AND THE
RESEARCH SERIES
-------------------------------------------------------------------------------
CURRENT FUNDAMENTAL POLICY REVISED FUNDAMENTAL POLICY OR
PROPOSED REMOVAL OF POLICY
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Neither the Emerging Growth Series
nor the Research Series may:
-------------------------------------------------------------------------------
(1) Purchase the securities of any It is proposed that this fundamental
issuer if such purchase, at the time policy be removed.
thereof, would cause more than 5%
of its total assets (taken at market
value) to be invested in the securities
of such issuer, other than U.S.
Government securities.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(2) Purchase voting securities of any It is proposed that this
issuer if such purchase, at the time fundamental policy be removed.
thereof, would cause more than 10% of
the outstanding voting securities of
such issuer to be held by the Series;
or purchase securities of any issuer
if such purchase at the time thereof
would cause the Series to hold more
than 10% of any class of securities
of such issuer. For this purpose, all
indebtedness of an issuer shall be
deemed a single class and all
preferred stock of an issuer shall
be deemed a single class.
-------------------------------------------------------------------------------
(13) INVESTMENT POLICIES THAT APPLY ONLY TO THE EMERGING MARKETS EQUITY SERIES,
INTERNATIONAL GROWTH SERIES AND INTERNATIONAL GROWTH AND INCOME SERIES
-------------------------------------------------------------------------------
CURRENT FUNDAMENTAL POLICY REVISED FUNDAMENTAL POLICY OR
PROPOSED REMOVAL OF POLICY
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
None of these Series may, except as
indicated:
-------------------------------------------------------------------------------
(1) Borrow amounts in excess of Borrow Money: A Series may not borrow
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
33 1/3% of its assets including money except to the extent such
amounts borrowed. borrowing is not prohibited by the
1940 Act and exemptive orders granted
under such Act.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(2) Underwrite securities issued Underwrite Securities: A Series may
by other persons except insofar as not underwrite securities issued by
a Series may technically be deemed other persons, except that all or any
an underwriter under the Securities portion of the assets of the Series
Act of 1933 in selling a portfolio may be invested in one or more
security. investment companies, to the extent
not prohibited by the 1940 Act and
exemptive orders granted under such
Act, and except insofar as the Series
may technically be deemed an
underwriter under the Securities Act
of 1933, as amended, in selling a
portfolio security.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(3) Purchase or sell real estate Real Estate, Oil and Gas, Mineral
(including limited partnership Interests, Commodities: A Series may
interests but excluding securities not purchase or sell real estate
secured by real estate or interests (excluding securities secured by real
therein and securities of companies, estate or interests therein and
such as real estate investment trusts, securities of companies, such as real
which deal in real estate or interests estate investment trusts, which deal
therein), interests in oil, gas or in real estate or interests therein),
mineral leases, commodities or interests in oil, gas or mineral
commodity contracts (excluding leases, commodities or commodity
currencies, any type of option, any contracts (excluding currencies and
type of futures contract, and Forward any type of option, Futures Contracts
Contracts) in the ordinary course and Forward Contracts) in the ordinary
of its business. The Series reserve course of its business. The Series
the freedom of action to hold and to reserves the freedom of action to hold
sell real estate, mineral leases, and to sell real estate, mineral
commodities or commodity contracts leases, commodities or commodity
(including currencies, any type of contracts (including currencies and
option, any type of futures contract, any type of option, Futures Contracts
and Forward Contracts) acquired as and Forward Contracts) acquired as a
a result of the ownership of result of the ownership of securities.
securities.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(4) Issue any senior securities Senior Securities: A Series may not
except as permitted by the 1940 Act issue any senior securities except to
(For purposes of this restriction, the extent not prohibited by the 1940
collateral arrangements with respect Act and exemptive orders granted under
to any type of option, any type of such Act. For purposes of this
swap agreement, Forward Contracts restriction, collateral arrangements
and any type of futures contract with respect to any type of swap,
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
and collateral arrangements with option, Forward Contracts and
respect to initial and variation Futures Contracts and collateral
margin are not deemed to be the arrangements with respect to initial
issuance of a senior security.) and variation margin are not deemed to
be the issuance of a senior security.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(5) Make loans to other persons. Make Loans: A Series may not make
For these purposes, the purchase loans except to the extent not
of short-term commercial paper, prohibited by the 1940 Act and
the purchase of a portion or all exemptive orders granted under such
of an issue of debt securities, the Act.
purchase of loan participations and
other direct indebtedness in
accordance with its investment
objectives, the lending of portfolio
securities, and the investment of
a Series' assets in repurchase
agreements shall not be considered
the making of a loan.
-------------------------------------------------------------------------------
(6) Purchase any securities of an Industry Concentration: A Series may
issuer of a particular industry, not purchase any securities of an
if as a result 25% or more of issuer in a particular industry if as
its gross assets would be invested a result 25% or more of its total
in securities of issuers whose assets (taken at market value at the
principal business activities are time of purchase) would be invested in
in the same industry (except for securities of issuers whose principal
obligations issued or guaranteed business activities are in the same
by the U.S. Government or its industry.
agencies, authorities or
instrumentalities and repurchase
agreements collateralized by such
obligations).
-------------------------------------------------------------------------------
(14) INVESTMENT POLICIES THAT APPLY ONLY TO THE STRATEGIC GROWTH SERIES
-------------------------------------------------------------------------------
CURRENT FUNDAMENTAL POLICY REVISED FUNDAMENTAL POLICY OR
PROPOSED REMOVAL OF POLICY
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
The Strategic Growth Series may not:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1) Borrow amounts from banks in Borrow Money: The Series may not
excess of 33 1/3% of its assets borrow money except to the extent
including amounts borrowed. such borrowing is not prohibited by
the 1940 Act and exemptive orders
granted under such Act.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(2) Underwrite securities issued by Underwrite Securities: The Series may
other persons except insofar as the not underwrite securities issued by
Series may technically be deemed an other persons, except that all or any
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
underwriter under the Securities Act portion of the assets of the Series
of 1933, as amended (the "1933 may be invested in one or more
Act") in selling a portfolio investment companies, to the extent
security. not prohibited by the 1940 Act and
exemptive orders granted under such
Act, and except insofar as the Series
may technically be deemed an
underwriter under the Securities Act
of 1933, as amended, in selling a
portfolio security.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(3) Purchase or sell real estate Real Estate, Oil and Gas, Mineral
(including limited partnership Interests, Commodities: The Series
interests but excluding securities may not purchase or sell real estate
secured by real estate or interests (excluding securities secured by real
therein and securities of companies, estate or interests therein and
such as real estate investment securities of companies, such as real
trusts, which deal in real estate or estate investment trusts, which deal
interests therein), interests in in real estate or interests therein),
oil, gas or mineral leases, interests in oil, gas or mineral
commodities or commodity contracts leases, commodities or commodity
(excluding currencies and any type contracts (excluding currencies and
of option, Futures Contracts and any type of option, Futures contracts
Forward Contracts) in the ordinary and Forward Contracts) in the ordinary
course of its business. The Series course of its business. The Series
reserves the freedom of action to reserves the freedom of action to hold
hold and to sell real estate, and to sell real estate, mineral
mineral leases, commodities or leases, commodities or commodity
commodity contracts (including contracts (including currencies and
currencies and any type of option, any type of option, Futures Contracts
Future Contracts and Forward Contracts) and Forward Contracts) acquired as a
acquired as a result of the ownership result of the ownership of securities.
of securities.
-------------------------------------------------------------------------------
(4) Issue any senior securities Senior Securities: The Series may not
except as permitted by the 1940 Act. issue any senior securities except to
For purposes of this restriction, the extent not prohibited by the 1940
collateral arrangements with respect Act and exemptive orders granted under
to any type of swap, option, Forward such Act. For purposes of this
Contracts and Futures Contracts restriction, collateral arrangements
and collateral arrangements with with respect to any type of swap,
respect to initial and variation option, Forward Contracts and Futures
margin are not deemed to be Contracts and collateral arrangements
the issuance of a senior security. with respect to initial and variation
margin are not deemed to be the
issuance of a senior security
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(5) Make loans to other persons. Make Loans: The Series may not make
For these purposes, the purchase of loans except to the extent not
commercial paper, the purchase of a prohibited by the 1940 Act and
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
portion or all of an issue of debt exemptive orders granted under such
securities, the lending of portfolio Act.
securities, or the investment of the
Series' assets in repurchase
agreements, shall not be
considered the making of a loan.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(6) Purchase any securities of an Industry Concentration: The Series
issuer of a particular industry, if may not purchase any securities of an
as a result, 25% or more of its gross issuer in a particular industry if as
assets would be invested in securities a result 25% or more of its total
of issuers whose principal business assets (taken at market value at the
activities are in the same industry time of purchase) would be invested in
(except there is no limitation with securities of issuers whose principal
respect to obligations issued or business activities are in the same
guaranteed by the U.S. Government industry.
or its agencies and instrumentalities
and repurchase agreements
collateralized by such obligations).
-------------------------------------------------------------------------------
(15) INVESTMENT POLICIES THAT APPLY ONLY TO THE TECHNOLOGY SERIES, THE GLOBAL
TELECOMMUNICATIONS SERIES AND THE MID CAP GROWTH SERIES
-------------------------------------------------------------------------------
CURRENT FUNDAMENTAL POLICY REVISED FUNDAMENTAL POLICY OR
PROPOSED REMOVAL OF POLICY
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
None of these Series may, except
as indicated:
-------------------------------------------------------------------------------
1) Borrow amounts in excess of Borrow Money: A Series may not borrow
33 1/3% of its assets including amounts money except to the extent such
borrowed borrowing is not prohibited by the
1940 Act and exemptive orders granted
under such Act.
-------------------------------------------------------------------------------
2) Underwrite securities issued by Underwrite Securities: A Series may
other persons except insofar as the not underwrite securities issued by
Series may technically be deemed other persons, except that all or any
an underwriter under the Securities portion of the assets of the Series
Act of 1933 in selling a portfolio may be invested in one or more
security investment companies, to the extent
not prohibited by the 1940 Act and
exemptive orders granted under such
Act, and except insofar as the Series
may technically be deemed an
underwriter under the Securities Act
of 1933, as amended, in selling a
portfolio security.
-------------------------------------------------------------------------------
3) Issue any senior securities except Senior Securities: A Series may not
as permitted by the 1940 Act. For issue any senior securities except to
-------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------------------
purposes of this restriction, the extent not prohibited by the 1940
collateral arrangements with respect Act and exemptive orders granted under
to any type of option(including such Act. For purposes of this
Options on Futures Contracts,Options, restriction, collateral arrangements
Options on Stock Indices and Options with respect to any type of swap,
on Foreign currencies), short sales, option, Forward Contracts and Futures
Forward contracts, Futures Contracts, Contracts and collateral arrangements
any other type of futures contract, with respect to initial and variation
and collateral arrangements with margin are not deemed to be the
respect to initial and variation issuance of a senior security.
margin, are not deemed to be the
issuance of a senior security.
-------------------------------------------------------------------------------
4) Make loans to other persons. For Make Loans: A Series may not make
these purposes, the purchase of loans except to the extent not
short-term commercial paper, the prohibited by the 1940 Act and
purchase of a portion or all of an exemptive orders granted under such
issue of debt securities, the Act.
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 Real Estate, Oil and Gas, Mineral
(including limited partnership Interests, Commodities: A Series may
interests but excluding securities not purchase or sell real estate
secured by real estate or interests (excluding securities secured by real
therein and securities of companies, estate or interests therein and
such as real estate investment trusts, securities of companies, such as real
which deal in real estate or estate investment trusts, which deal
interests therein), interests in oil, in real estate or interests therein),
gas or mineral leases, commodities or interests in oil, gas or mineral
commodities contracts (excluding Options leases, commodities or commodity
on Futures Contracts, Options, Options contracts (excluding currencies and
on Stock Indices and Options on any type of option, Futures Contracts
Foreign currencies and any other type and Forward Contracts) in the ordinary
of option, Futures Contract, any other course of its business. The Series
type of futures contract, and Forward reserves the freedom of action to
contracts) in the ordinary course hold and to sell real estate, mineral
of its business. The Series reserves leases, commodities or commodity
the freedom of action to hold and to contracts (including currencies and
sell real estate, mineral leases, any type of option, Futures Contracts
commodities or commodity contracts and Forward Contracts) acquired
(including Options on Futures as a result of the ownership of
Contracts, Options, Options on Stock securities.
Indices and Options on Foreign
currencies and any other type of
option, Futures Contract, any other
type of futures contract, and
Forward contracts) acquired as a
result of the ownership of securities.
-------------------------------------------------------------------------------
<PAGE>
16 INVESTMENT RESTRICTION THAT APPLIES ONLY TO THE TECHNOLOGY SERIES AND MID
CAP GROWTH SERIES
-------------------------------------------------------------------------------
CURRENT FUNDAMENTAL POLICY REVISED FUNDAMENTAL POLICY OR
PROPOSED REMOVAL OF POLICY
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
None of these Series may, except
as indicated:
-------------------------------------------------------------------------------
Purchase any securities of an issuer Industry Concentration: A Series may
of a particular industry, if as a not purchase any securities of an
result, 25% or more of its gross issuer in a particular industry if
assets would be invested in securities as a result 25% or more of its total
of issuers whose principal business assets (taken at market value at the
activities are in the same industry time of purchase) would be invested in
(except obligations issued or securities of issuers whose principal
guaranteed by the US Government or business activities are in the same
its agencies and instrumentalities industry.
and repurchase agreements
collateralized by such obligation).
-------------------------------------------------------------------------------
17 INVESTMENT POLICY THAT APPLIES ONLY TO GLOBAL TELECOMMUNICATIONS SERIES
-------------------------------------------------------------------------------
CURRENT FUNDAMENTAL POLICY REVISED FUNDAMENTAL POLICY OR
PROPOSED REMOVAL OF POLICY
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
The Global Telecommunications
Series may not:
-------------------------------------------------------------------------------
Invest 25% or more of the market Industry Concentration: The Global
value of its total assets in Telecommunications Series may not
securities of issuers in any one invest 25% or more of the market
industry (excluding obligations of value of its total assets in
the US Government and repurchase securities of issuers in any one
agreements collateralized by industry except that the Series will
obligations of the US Government), invest at least 25% of its total
except that the Series will invest assets in a group of related
at least 25% of its total assets telecommunications industries.
in a group of related
telecommunications industries.
-------------------------------------------------------------------------------
<PAGE>
MFS/SUN LIFE
SERIES TRUST
500 Boylston Street
Boston, Massachusetts 02116
-------------------------------------------
Proxy Statement
For the Special Meeting
of Shareholders to be held on
March 20, 2001
-------------------------------------------
MFS/SUN LIFE
SERIES TRUST
500 Boylston Street
Boston, Massachusetts 02116
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
MFS/SUN LIFE SERIES TRUST
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
MARCH 20, 2001
The undersigned, revoking prior proxies, hereby appoints James R. Bordewick,
Jr., Stephen E. Cavan, C. James Prieur and James O. Yost, and each of them,
proxies with several powers of substitution, to vote for the undersigned at the
Special Meeting of shareholders of MFS/SUN LIFE SERIES TRUST to be held at 500
Boylston Street, 24th Floor, Boston, Massachusetts, on Tuesday, March 20, 2001,
notice of which meeting and the Proxy Statement accompanying the same have 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.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. ALL PROPOSALS (SET FORTH ON THE REVERSE OF THIS
PROXY CARD) HAVE BEEN PROPOSED BY THE BOARD OF TRUSTEES. IF NO DIRECTION IS
GIVEN ON THESE PROPOSALS, THIS PROXY CARD WILL BE VOTED "FOR" THE NOMINEES AND
"FOR" ITEMS 2, 3, 4 AND 5. THE PROXY WILL BE VOTED IN ACCORDANCE WITH tHE
HOLDER'S BEST JUDGMENT AS TO ANY OTHER MATTERS.
----------------------------------------
PLEASE VOTE AND SIGN ON REVERSE SIDE ANd RETURN PROMPTLY IN ENCLOSED ENVELOPE.
----------------------------------------
Please sign this proxy exactly as your name or names appear on reverse side of
this card. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this signature
should be that of an authorized officer who should state his or her title.
----------------------------------------
<PAGE>
[X] PLEASE MARK VOTES AS
IN THIS EXAMPLE
MFS(R)/SUN LIFE SERIES TRUST
1. TO ELECT A BOARD OF FOR ALL FOR ALL
TRUSTEES. NOMINEES WITHHOLD EXCEPT
[ ] [ ] [ ]
NOMINEES:
SAMUEL ADAMS
J. KERMIT BIRCHFIELD
ROBERT C. BISHOP
FREDERICK H. DULLES
WILLIAM R. GUTOW
DAVID D. HORN
DERWYN F. PHILLIPS
C. JAMES PRIEUR
RONALD G. STEINHART
HAVILAND WRIGHT
IF YOU DO NOT WISH YOUR SHARES VOTED "FOR"
A PARTICULAR NOMINEE, MARK THE "FOR
ALL EXCEPT" BOX AND STRIKE A LINE THROUGH
THE NAME(S) OF THE NOMINEE(S). YOUR SHARES
WILL BE VOTED FOR THE REMAINING NOMINEE(S).
2. TO AUTHORIZE THE TRUSTEES TO
ADOPT AN AMENDED AND RESTATED
DECLARATION OF TRUST.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
<PAGE>
3. TO AMEND, REMOVE OR ADD
CERTAIN FUNDAMENTAL POLICIES
OF THE SERIES.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. SHAREHOLDERS OF THE
MONEY MARKET SERIES
ONLY:
TO CHANGE THE
INVESTMENT OBJECTIVE
OF THE MONEY MARKET
SERIES FROM FUNDAMENTAL
TO NON-FUNDAMENTAL.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. TO RATIFY THE SELECTION
OF ACCOUNTANTS. FOR AGAINST ABSTAIN
[ ] [ ] [ ]
PLEASE BE SURE TO SIGN AND DATE THIS PROXY. DATE
------------------------ ------------------------
------------------------ ------------------------
SHAREHOLDER SIGN HERE CO-OWNER SIGN HERE
RECORD DATE SHARES:
------------------------------------------------------
