<PAGE>
As filed with the Securities and Exchange Commission on May 28, 1998
1933 Act File No. 33-7637
1940 Act File No. 811-4775
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 27
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 29
MFS SERIES TRUST II
(Exact Name of Registrant as Specified in Charter)
500 Boylston, Street, Boston, Massachusetts 02116
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: 617-954-5000
Stephen E. Cavan, Massachusetts Financial Services Company
500 Boylston Street, Boston, Massachusetts 02116
(Name and Address of Agent for Service)
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
It is proposed that this filing will become effective (check appropriate box)
|_| immediately upon filing pursuant to paragraph (b)
|_| on March 30, 1998 pursuant to paragraph (b)
|X| 60 days after filing pursuant to paragraph (a)(i)
|_| on [date] pursuant to paragraph (a)(i)
|_| 75 days after filing pursuant to paragraph (a)(ii)
|_| on [date] pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
================================================================================
<PAGE>
MFS SERIES TRUST II
MFS EMERGING GROWTH FUND
CROSS REFERENCE SHEET
(Pursuant to Rule 404 showing location in Prospectus and/or Statement
of Additional Information of the responses to the Items in Parts A and B of Form
N-1A)
ITEM NUMBER STATEMENT OF
FORM N-1A, PART A PROSPECTUS CAPTION ADDITIONAL INFORMATION
- ----------------- ------------------ ----------------------
1 (a), (b) Front Cover Page *
2 (a) Expense Summary *
(b), (c) * *
3 (a), (b) * *
(c) Information Concerning Shares *
of the Fund -
Performance Information
(d) * *
4 (a) Front Cover Page; the Fund; *
Investment Objective and
Policies
(b), (c) Investment Objective and *
Policies
5 (a) The Fund; Management of the *
Fund - Investment
Adviser
(b) Front Cover Page; Management *
of the Fund - Investment
Adviser; Back Cover Page
(c) Management of the Fund - *
Investment Adviser
(d) Management of the Fund - *
Investment Adviser;
Administrator - Back
Cover Page
(e) Management of the Fund - *
Shareholder Servicing
Agent; Back Cover Page
(f) Expense Summary; Condensed *
Financial Information;
Information Concerning
Shares of the Fund
(g) Investment Objective and Policies; *
Information Concerning
Shares of the Fund -
Purchases
(h) * *
5A (a), (b), (c) ** **
6 (a) Information Concerning Shares *
of the Fund -
Description of Shares,
Voting Rights and
Liabilities; Information
Concerning Shares of the
Fund - Redemptions and
Repurchases; Information
Concerning Shares of the
Fund - Purchases;
Information Concerning
Shares of the Fund -
Exchanges
(b), (c), (d) * *
(e) Shareholder Services *
(f) Information Concerning Shares *
of the Fund -
Distributions;
Shareholder Services -
Distribution Options
(g) Information Concerning Shares *
of the Fund - Tax
Status; Information
Concerning Shares of the
Fund - Distributions
(h) * *
7 (a) Front Cover Page; Management *
of the Fund -
Distributor; Back Cover
Page
(b) Information Concerning Shares *
of the Fund - Purchases;
Net Asset Value
(c) Information Concerning Shares *
of the Fund - Purchases;
Information Concerning
Shares of the Fund -
Exchanges; Shareholder
Services
(d) Front Cover Page; Information *
Concerning Shares of the
Fund - Purchases;
Shareholder Services
(e) Information Concerning Shares *
of the Fund -
Distribution Plan;
Information Concerning
Shares of the Fund -
Purchases; Expense
Summary
(f) Information Concerning Shares *
of the Fund -
Distribution Plan
(g) Expense Summary; Information *
Concerning Shares of the
Fund - Purchases;
Information Concerning
Shares of the Fund -
Exchanges; Information
Concerning Shares of the
Fund - Redemptions and
Repurchases; Information
Concerning Shares of the
Fund - Distribution
Plan; Information
Concerning Shares of the
Fund -Distributions;
Information Concerning
Shares of the Fund
-Performance
Information; Shareholder
Services
8 (a) Information Concerning Shares *
of the Fund -
Redemptions and
Repurchases; Information
Concerning Shares of the
Fund - Purchases;
Shareholder Services
(b), (c), (d) Information Concerning Shares *
of the Fund -
Redemptions and
Repurchases
9 * *
<PAGE>
ITEM NUMBER STATEMENT OF
FORM N-1A, PART B PROSPECTUS CAPTION ADDITIONAL INFORMATION
- ----------------- ------------------ ----------------------
10 (a), (b) * Front Cover Page
11 * Front Cover Page
12 * Definitions
13 (a), (b), (c) * Investment Objective,
Policies and
Restrictions
(d) * *
14 (a), (b) * Management of the
Fund - Trustees and
Officers
(c) * Management of the
Fund - Trustees and
Officers; Trustee
Compensation Table
15 (a) * *
(b), (c) * Management of the
Fund - Trustees and
Officers
16 (a) Management of the Fund - Management of the
Investment Adviser Fund - Investment
Adviser; Management
of the Fund -
Trustees and
Officers
(b) Management of the Fund - Management of the
Investment Adviser Fund - Investment
Adviser
(c) * *
(d) * Management of the
Fund - Investment
Adviser;
Administrator
(e) * Portfolio
Transactions and
Brokerage
Commissions
(f) Information Concerning Distribution Plan
Shares of the Fund -
Distribution Plan
(g) * *
(h) * Management of the
Fund - Custodian;
Independent
Auditors; Back
Cover Page
(i) * Management of the
Fund - Shareholder
Servicing Agent
17 (a), (c), (d) * Portfolio
Transactions and
Brokerage
Commissions
(b), (e) * *
18 (a) Information Concerning Description of
Shares of the Fund - Shares, Voting
Description of
Shares, Voting Rights
and Liabilities
(b) * *
19 (a) Information Concerning Shareholder Services
Shares of the Fund -
Purchases; Shareholder
Services
(b) Information Concerning Determination of Net
Shares of the Fund - Asset Value and
Net Asset Value; Performance -Net
Information Concerning Asset Value
Shares of the Fund -
Purchases
(c) * *
20 * Tax Status
21 (a), (b) * Management of the
Fund - Distributor;
Distribution Plan
(c) * *
22 (a) * *
(b) * Determination of Net
Asset Value and
Performance;
Performance
Information
23 * Independent Auditors
* Not Applicable
** Contained in Annual Report
<PAGE>
MFS EMERGING GROWTH FUND
SUPPLEMENT TO THE APRIL 1, 1998 PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION
The following information should be read in conjunction with the Fund's
Prospectus and Statement of Additional Information ("SAI"), dated April 1,
1998, and contains a description of Class J shares.
CLASS J SHARES ARE AVAILABLE FOR PURCHASE ONLY BY JAPANESE INVESTORS.
CLASS J SHARES MAY ONLY BE OFFERED OR SOLD OUTSIDE THE UNITED STATES AND THIS
SUPPLEMENT DOES NOT CONSTITUTE AN OFFER OF CLASS J SHARES TO ANY PERSON WHO
RESIDES WITHIN THE UNITED STATES.
EXPENSE SUMMARY
SHAREHOLDER TRANSACTION EXPENSES: Class J
-------
Maximum Initial Sales Charge Imposed on Purchases of Fund
Shares (as a percentage of offering price) ......................... 3.00%
Maximum Contingent Deferred Sales Charge (as a percentage
of original purchase price or redemption proceeds, as applicable) .. None
ANNUAL OPERATING EXPENSES OF THE FUND (AS A PERCENTAGE OF AVERAGE NET ASSETS):
Management Fees ...................................................... 0.71%
Rule 12b-1 Fees(1) ................................................... 0.75%
Other Expenses(2)(3) ................................................. 0.26%
----
Total Operating Expenses ............................................. 1.72%
- -----------------------
(1) The Fund has adopted a distribution plan for its shares in accordance with
Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940
Act") (the "Distribution Plan"), which provides that it will pay
distribution/service fees aggregating up to (but not necessarily all of)
0.75% per annum of the average daily net assets attributable to Class J
shares. Distribution expenses paid under this plan, together with the
initial sales charge, may cause long-term shareholder to pay more than the
maximum sales charge that would have been permissible if imposed entirely as
an initial sales charge. See "Information Concerning Shares of the Fund --
Distribution Plan" below and in the Prospectus.
(2) The Fund has an expense offset arrangement which reduces the Fund's
custodian fee based upon the amount of cash maintained by the Fund with its
custodian and dividend disbursing agent, and may enter into other such
arrangements and directed brokerage arrangements (which would also have the
effect of reducing the Fund's expenses). Any such fee reductions are not
reflected under "Other Expenses."
(3) "Other Expenses" are estimated.
EXAMPLE OF EXPENSES
An investor would pay the following dollar amounts of expenses on a
$1,000 investment in Class J shares of the Fund, assuming (a) a 5% annual return
and (b) redemption at the end of each of the time periods indicated (unless
otherwise noted):
Period Class J
------ -------
1 year....................... $___________
3 years...................... ___________
The purpose of the expense table above is to assist investors in
understanding the various costs and expenses that a shareholder of the Fund will
bear directly or indirectly. A more complete description of the Fund's
management fee is set forth under the caption "Management of the Fund" in the
Prospectus.
THE "EXAMPLE" SET FORTH ABOVE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE EXPENSES OF THE FUND; ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN.
THE FUND
Five classes of shares of the Fund currently are offered for sale,
Class A shares, Class B shares, Class C shares, Class I shares and Class J
shares. Class A shares, Class B shares, Class C shares and Class I shares are
described in the Fund's Prospectus and are available for purchase by the general
public or by certain institutional investors.
INFORMATION CONCERNING CLASS J SHARES OF THE FUND
PURCHASES
The Fund offers four classes of shares to the general public which bear sales
charges and distribution fees in different forms and amounts. Class A, Class B
and Class C shares are described in the Prospectus and SAI and Class J shares
are described below.
CLASS J SHARES: Class J shares are offered exclusively to Japanese investors
through financial institutions in Japan. Class J shares are offered at net asset
values plus an initial sales charge as follows:
Sales Charge as
Percentage of:
--------------------------- Dealer Allowance
Net Amount as a Percentage
Amount of Purchase Offering Price Invested of Offering Price
- ------------------ -------------- -------- -----------------
All amounts 3.00% 3.09% 3.00%
Class J shares do not convert to any other class of shares of the Fund.
The minimum initial investment is 100 shares and the minimum subsequent
investment is 10 shares. Investments may only be made in increments of 10
shares.
EXCHANGES
Some or all of the Class J shares in an account with the Fund for which payment
has been received by the Fund (i.e., an established account) may be exchanged
for Class J shares of any of the other funds in the MFS Family of Funds ("MFS
Funds") at net asset value (if and when available for sale). Currently, no other
MFS Fund offers Class J shares.
REDEMPTIONS AND REPURCHASES
A shareholder may withdraw all or any portion of the value of his account on any
date the Fund is open for business by selling his shares to the Fund through a
dealer, who may charge the shareholder a fee. If the dealer receives the
shareholder's order prior to the close of regular trading on the New York Stock
Exchange and communicates it to MFS before the close of business on the same
day, the shareholder will receive the net asset value calculated on that day,
reduced by an amount of any income tax required to be withheld.
DISTRIBUTION PLANS
The Trustees have adopted a Distribution Plan for Class A, Class B, Class C, and
Class J shares pursuant to Section 12(b) of the 1940 Act and Rule 12b-1
thereunder (the "Distribution Plan"), after having concluded that there is
reasonable likelihood that the Distribution Plan would benefit the Fund and its
shareholders. The features common to each Class of shares are described in the
Prospectus and apply to Class J shares.
FEATURES UNIQUE TO EACH CLASS OF SHARES:-- There are certain features of the
Distribution Plan that are unique to Class J shares, as described below.
CLASS J SHARES -- Class J shares are offered at net asset value and are
subject to a 3% initial sales charge, all of which is reallowed to dealers.
See "Purchases - Class J shares" above.
Class J shares are subject to a 0.25% per annum service fee and a 0.50% per
annum distribution fee under the Distribution Plan. These fees are paid to MFD
by the Fund, and MFD in turn pays these fees to dealers.
CURRENT LEVEL OF DISTRIBUTION AND SERVICE FEES: -- The Fund's Class J
distribution/service fee for its current fiscal year is equal to 0.75% per annum
of the average daily net assets attributable to the Fund's Class J shares.
DISTRIBUTIONS
Distributions paid by the Fund with respect to Class A shares will generally be
greater than those paid with respect to Class B, Class C and Class J shares
because expenses attributable to Class B, Class C and Class J shares will
generally be higher. Distributions paid by the Fund with respect to Class J
shares will generally be greater than those paid with respect to Class B and
Class C shares because expenses attributable to Class B and Class C shares will
generally be higher.
DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES
The Fund has five classes of shares which it offers for sale entitled Class A,
Class B, Class C, Class I and Class J shares of Beneficial Interest (without par
value).
SHAREHOLDER SERVICES
The shareholder services described in the Prospectus do not apply to Class J
shares, except that shareholders will receive confirmation statements and tax
information and will receive all dividend and capital gain distributions in
cash, as described therein.
THE DATE OF THE SUPPLEMENT IS MAY 29, 1998
<PAGE>
The Prospectus dated April 1, 1998 of MFS Emerging Growth Fund (the "Fund") is
incorporated in this Post-Effective Amendment No. 27 by reference to the
Prospectus of the Fund filed by the Registrant pursuant to Rule 497 under the
Securities Act of 1933, as amended, with the Securities and Exchange Commission
via EDGAR on March 27, 1998.
<PAGE>
The Statement of Additional Information dated April 1, 1998 of MFS Emerging
Growth Fund (the "Fund") is incorporated in this Post-Effective Amendment No. 27
by reference to the Statement of Additional Information of the Fund filed by the
Registrant pursuant to Rule 497 under the Securities Act of 1933, as amended,
with the Securities and Exchange Commission via EDGAR on March 27, 1998.
<PAGE>
The financial statements included in the Annual Report to Shareholders of MFS
Emerging Growth Fund dated November 30, 1997 which are contained in
Post-Effective Amendment No. 27 as filed by the Registrant with the Securities
and Exchange Commission via EDGAR on March 27, 1998 are hereby incorporated by
reference to such materials into this Post-Effective Amendment No. 27
<PAGE>
PART C
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS INCLUDED IN PART A:
For the period from January 1, 1988 for MFS Emerging Growth Fund
("MEG") and MFS Large Cap Growth Fund ("MCG") and August 1, 1988
for MFS Intermediate Income Fund ("MII") to November 30, 1997:
Financial Highlights
FINANCIAL STATEMENTS INCLUDED IN PART B:
At November 30, 1997:
Portfolio of Investments*
Statement of Assets and Liabilities*
For each of the two years in the period ended November 30, 1997:
Statement of Changes in Net Assets*
For the year ended November 30, 1997:
Statement of Operations*
- ----------------
* Incorporated herein by reference to each Fund's Annual Report to Shareholders,
dated November 30, 1997 for MEG, filed with the SEC via EDGAR on February 9,
1998 and February 6, 1998 for MII and MCG.
(B) EXHIBITS
1 (a) Amended and Restated Declaration of Trust, dated February
3, 1995. (3)
(b) Amendment to Declaration of Trust, dated February 21,
1996. (8)
(c) Amendment to Declaration of Trust, dated June 12,
1996. (9)
(d) Amendment to Declaration of Trust, dated December 19,
1996. (10)
(e) Amendment to Declaration of Trust, to redesignate name of
MFS Capital Growth Fund to MFS Large Cap Growth
Fund. (16)
(f) Amendment to Declaration of Trust dated May 27,
1998-Establishment and Designation of New Series (Charter
Income Fund) and Establishment and Designation of
Classes; filed herewith.
2 Amended and Restated By-Laws, dated December 14,
1994. (3)
3 Not Applicable.
4 Form of Share Certificate for Classes of Shares. (7)
5 (a) Investment Advisory Agreement for MFS Emerging Growth
Fund, dated August 1, 1993 as amended through August 9,
1995. (8)
(b) Investment Advisory Agreement for MFS Capital Growth
Fund, dated September 1, 1993. (3)
(c) Investment Advisory Agreement for MFS Intermediate Income
Fund, dated September 1, 1993. (3)
(d) Form of Investment Advisory Agreement dated July 1, 1998
for MFS Charter Income Fund; filed herewith.
6 (a) Distribution Agreement between the Trust and MFS Fund
Distributors, Inc., dated January 1, 1995. (3)
(b) Dealer Agreement between MFS Fund Distributors, Inc.
("MFD"), and a dealer and the Mutual Fund Agreement
between MFD and a bank or NASD affiliate, as amended on
April 11, 1997. (13)
7 Retirement Plan for Non-Interested Person Trustees, dated
January 1, 1991. (6)
8 (a) Custodian Agreement, dated January 28, 1988. (6)
(b) Amendment to Custodian Agreement, dated February 29,
1988. (6)
(c) Amendment to Custodian Agreement, dated October 1,
1989. (6)
(d) Amendment to the Custodian Agreement, dated October 9,
1991. (6)
9 (a) Shareholder Servicing Agent Agreement, dated
September 10, 1986. (6)
(b) Amendment to Shareholder Servicing Agent Agreement, dated
January 1, 1998, to amend fee schedule. (18)
(c) Exchange Privilege Agreement, dated July 30, 1997. (11)
(d) Loan Agreement by and among the Banks named therein, the
MFS Funds named therein, and The First National Bank of
Boston, dated as of February 21, 1995. (2)
(e) Third Amendment dated February 14, 1997 to Loan Agreement
dated February 21, 1995 by and among the Banks named
therein and The First National Bank of Boston. (14)
(f) Master Administrative Services Agreement dated March 1,
1998. (12)
(g) Dividend Disbursing Agent Agreement, dated February 1,
1986. (4)
10 Consent and Opinion of Counsel dated January 26,
1998. (16)
11 Consent of Deloitte & Touche LLP with respect to
financial statements for fiscal year ended November 30,
1997. (18)
12 Not Applicable.
13 Investment Representation Letter. (6)
14 (a) Forms for Individual Retirement Account Disclosure
Statement as currently in effect. (5)
(b) Forms for MFS 403(b) Custodial Account Agreement as
currently in effect. (5)
(c) Forms for MFS Prototype Paired Defined Contribution Plans
as Trust Agreement as currently in effect. (5)
(d) Forms for Roth Individual Retirement Account Disclosure
Statement and Trust Agreement as currently in
effect. (17)
15 (a) Amended and Restated Master Distribution Plan
pursuant to Rule 12b-1 under the Investment Company Act
of 1940, effective January 1, 1997, Amended and Restated
May 27, 1998; filed herewith.
16 Schedule for Computation of Performance Quotations -
Average Annual Total Rate of Return, Aggregate Total Rate
of Return and Standardized Yield. (1)
17 Financial Data Schedules for each operational class of
each operational Series of the Trust. (18)
18 Amended and Restated Plan pursuant to Rule 18f-3(d) under
the Investment Company Act of 1940, effective September
6, 1996 - Amended and Restated May 27, 1998.
Power of Attorney, dated August 11, 1994. (3)
Power of Attorney, dated February 19, 1998. (18)
- -----------------------------
(1) Incorporated by reference to MFS Municipal Series Trust (File Nos. 2-92915
and 811-4096) Post-Effective Amendment No. 26 filed with the SEC via EDGAR
on February 22, 1995.
(2) Incorporated by reference to Post-Effective Amendment No. 8 on Form N-2 for
MFS Municipal Income Trust (File No. 811-4841) filed with the SEC via EDGAR
on February 28, 1995.
(3) Incorporated by reference to Registrant's Post-Effective Amendment No. 16
filed with the SEC via EDGAR on March 30, 1995.
(4) Incorporated by reference to MFS Municipal Series Trust (File Nos. 2-92915
and 811-4096) Post-Effective Amendment No. 28 filed with the SEC via EDGAR
on July 28, 1995.
(5) Incorporated by reference to MFS Series Trust IX (File Nos. 2-50409 and
811-2464) Post-Effective Amendment No. 32 filed with the SEC via EDGAR on
August 28, 1995.
(6) Incorporated by reference to Registrant's Post-Effective Amendment No. 17
filed with the SEC via EDGAR on October 13, 1995.
(7) Incorporated by reference to MFS Series Trust I (File Nos. 33-7638 and
811-4777) Post-Effective Amendment No. 25 filed with the SEC via EDGAR on
August 27, 1996.
(8) Incorporated by reference to Registrant's Post-Effective Amendment No. 18
filed with the SEC via EDGAR on March 28, 1996.
(9) Incorporated by reference to Registrant's Post-Effective Amendment No. 19
filed with the SEC via EDGAR on August 27, 1996.
(10) Incorporated by reference to Registrant's Post-Effective Amendment No. 20
filed with the SEC via EDGAR on January 27, 1997.
(11) Incorporated by reference to MFS Series Trust I (File Nos. 33-7638 and
811-4777) Post-Effective Amendment No. 30 filed with the SEC via EDGAR on
March 11, 1998.
(12) Incorporated by reference to Massachusetts Investors Growth Stock Fund
(File Nos. 2-14677 and 811-859) Post-Effective Amendment No. 65 filed with
the SEC via EDGAR on March 30, 1997.
(13) Incorporated by reference to MFS Series Trust III (File Nos. 2-60491 and
811-2794) Post-Effective Amendment No. 24 filed with the SEC via EDGAR on
May 29, 1997.
(14) Incorporated by reference to MFS Series Trust I (File No. 33-7638 and
811-4777) Post-Effective Amendment No. 28 filed with the SEC via EDGAR on
June 26, 1997.
(15) Incorporated by reference to MFS Government Limited Maturity Fund (File
Nos. 2-96738 and 811-4253) Post-Effective Amendment No. 18 filed with the
SEC via EDGAR on April 29, 1997.
(16) Incorporated by reference to Registrant's Post-Effective Amendment No. 24
filed with the SEC via EDGAR on January 28, 1998.
(17) Incorporated by reference to MFS Series Trust VIII (File Nos. 33-37972 and
811-5262) Post-Effective Amendment No. 14 filed with the SEC via EDGAR on
February 26, 1998.
(18) Incorporated by reference to Registrant's Post-Effective Amendment No. 25
filed with the SEC via EDGAR on March 27, 1998.
<PAGE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
FOR MFS EMERGING GROWTH FUND
(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
Class A Shares of Beneficial Interest 232,004
(without par value) (as of February 28, 1998)
Class B Shares of Beneficial Interest 374,766
(without par value) (as of February 28, 1998)
Class C Shares of Beneficial Interest 20,003
(without par value) (as of February 28, 1998)
Class I Shares of Beneficial Interest 13
(without par value) (as of February 28, 1998)
FOR MFS LARGE CAP GROWTH FUND (FORMERLY KNOWN AS MFS CAPITAL
GROWTH FUND)
(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
Class A Shares of Beneficial Interest 18,536
(without par value) (as of February 28, 1998)
Class B Shares of Beneficial Interest 28,657
(without par value) (as of February 28, 1998)
Class I Shares of Beneficial Interest 2
(without par value) (as of February 28, 1998)
FOR MFS INTERMEDIATE INCOME FUND
(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
Class A Shares of Beneficial Interest 2,981
(without par value) (as of February 28, 1998)
Class B Shares of Beneficial Interest 6,915
(without par value) (as of February 28, 1998)
Class I Shares of Beneficial Interest 3
(without par value) (as of February 28, 1998)
ITEM 27. INDEMNIFICATION
The Trustees and officers of the Trust and the personnel of the Trust's
investment adviser and principal underwriter are insured under an errors and
omissions liability insurance policy. The Trust and its officers are also
insured under the fidelity bond required by Rule 17g-1 under the Investment
Company Act of 1940, as amended.
Reference is hereby made to (a) Article V of the Trust's Declaration of
Trust, incorporated by reference to Post-Effective Amendment No. 16, filed with
the SEC on March 30, 1995 and (b) Section 8 of the Shareholder Servicing Agent
Agreement, incorporated by reference to Registrant's Post-Effective Amendment
No. 17 filed with the SEC via EDGAR on October 13, 1995.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
MFS serves as investment adviser to the following open-end Funds
comprising the MFS Family of Funds (except the Vertex Funds mentioned below):
Massachusetts Investors Trust, Massachusetts Investors Growth Stock Fund, MFS
Growth Opportunities Fund, MFS Government Securities Fund, MFS Government
Limited Maturity Fund, MFS Series Trust I (which has thirteen series: MFS
Managed Sectors Fund, MFS Cash Reserve Fund, MFS World Asset Allocation Fund,
MFS Strategic Growth Fund, MFS Research Growth and Income Fund, MFS Core Growth
Fund, MFS Equity Income Fund, MFS Special Opportunities Fund, MFS Convertible
Securities Fund, MFS Blue Chip Fund, MFS New Discovery Fund, MFS Science and
Technology Fund and MFS Research International Fund), MFS Series Trust II (which
has three series: MFS Emerging Growth Fund, MFS Large Cap Growth Fund and MFS
Intermediate Income Fund), MFS Series Trust III (which has two series: MFS High
Income Fund and MFS Municipal High Income Fund), MFS Series Trust IV (which has
four series: MFS Money Market Fund, MFS Government Money Market Fund, MFS
Municipal Bond Fund and MFS Mid Cap Growth Fund), MFS Series Trust V (which has
six series: MFS Total Return Fund, MFS Research Fund, MFS International
Opportunities Fund, MFS International Strategic Growth Fund, MFS International
Value Fund and MFS Asia Pacific Fund), MFS Series Trust VI (which has three
series: MFS World Total Return Fund, MFS Utilities Fund and MFS World Equity
Fund), MFS Series Trust VII (which has two series: MFS World Governments Fund
and MFS Value Fund), MFS Series Trust VIII (which has two series: MFS Strategic
Income Fund and MFS World Growth Fund), MFS Series Trust IX (which has three
series: MFS Bond Fund, MFS Limited Maturity Fund and MFS Municipal Limited
Maturity Fund), MFS Series Trust X (which has eight series: MFS Government
Mortgage Fund, MFS/Foreign & Colonial Emerging Markets Equity Fund, MFS
International Growth Fund, MFS International Growth and Income Fund, MFS Real
Estate Investment Fund, MFS Strategic Value Fund, MFS Small Cap Value Fund and
MFS Emerging Markets Debt Fund), MFS Series Trust XI (which has six series: MFS
Union Standard Equity Fund, Vertex All Cap Fund, Vertex Research All Cap Fund,
Vertex Growth Fund, Vertex Discovery Fund and Vertex Contrarian Fund (the Vertex
Funds are expected to be declared effective April 28, 1998)), and MFS Municipal
Series Trust (which has 16 series: MFS Alabama Municipal Bond Fund, MFS Arkansas
Municipal Bond Fund, MFS California Municipal Bond Fund, MFS Florida Municipal
Bond Fund, MFS Georgia Municipal Bond Fund, MFS Maryland Municipal Bond Fund,
MFS Massachusetts Municipal Bond Fund, MFS Mississippi Municipal Bond Fund, MFS
New York Municipal Bond Fund, MFS North Carolina Municipal Bond Fund, MFS
Pennsylvania Municipal Bond Fund, MFS South Carolina Municipal Bond Fund, MFS
Tennessee Municipal Bond Fund, MFS Virginia Municipal Bond Fund, MFS West
Virginia Municipal Bond Fund and MFS Municipal Income Fund) (the "MFS Funds").
The principal business address of each of the MFS Funds is 500 Boylston Street,
Boston, Massachusetts 02116.
MFS also serves as investment adviser of the following open-end Funds:
MFS Institutional Trust ("MFSIT") (which has seven series) and MFS Variable
Insurance Trust ("MVI") (which has thirteen series). The principal business
address of each of the aforementioned funds is 500 Boylston Street, Boston,
Massachusetts 02116.
In addition, MFS serves as investment adviser to the following
closed-end funds: MFS Municipal Income Trust, MFS Multimarket Income Trust, MFS
Government Markets Income Trust, MFS Intermediate Income Trust, MFS Charter
Income Trust and MFS Special Value Trust (the "MFS Closed-End Funds"). The
principal business address of each of the MFS Closed-End Funds is 500 Boylston
Street, Boston, Massachusetts 02116.
Lastly, MFS serves as investment adviser to MFS/Sun Life Series Trust
("MFS/SL") (which has 26 series), Money Market Variable Account, High Yield
Variable Account, Capital Appreciation Variable Account, Government Securities
Variable Account, World Governments Variable Account, Total Return Variable
Account and Managed Sectors Variable Account (collectively, the "Accounts"). The
principal business address of MFS/SL is 500 Boylston Street, Boston,
Massachusetts 02116. The principal business address of each of the
aforementioned Accounts is One Sun Life Executive Park, Wellesley Hills,
Massachusetts 02181.
Vertex Investment Management, Inc., a Delaware corporation and a wholly
owned subsidiary of MFS, whose principal business address is 500 Boylston
Street, Boston, Massachusetts 02116 ("Vertex"), serves as investment adviser to
Vertex All Cap Fund, Vertex Research All Cap Fund, Vertex Growth Fund, Vertex
Discovery Fund and Vertex Contrarian Fund, each a series of MFS Series Trust XI.
The principal business address of the aforementioned Funds is 500 Boylston
Street, Boston, Massachusetts 02116.
MFS International Ltd. ("MIL"), a limited liability company organized
under the laws of Bermuda and a subsidiary of MFS, whose principal business
address is Cedar House, 41 Cedar Avenue, Hamilton HM12 Bermuda, serves as
investment adviser to and distributor for MFS American Funds (which has six
portfolios: MFS American Funds-U.S. Equity Fund, MFS American Funds-U.S.
Emerging Growth Fund, MFS American Funds-U.S. High Yield Bond Fund, MFS American
Funds - U.S. Dollar Reserve Fund, MFS American Funds-Charter Income Fund and MFS
American Funds-U.S. Research Fund) (the "MIL Funds"). The MIL Funds are
organized in Luxembourg and qualify as an undertaking for collective investments
in transferable securities (UCITS). The principal business address of the MIL
Funds is 47, Boulevard Royal, L-2449 Luxembourg.
MIL also serves as investment adviser to and distributor for MFS
Meridian U.S. Government Bond Fund, MFS Meridian Charter Income Fund, MFS
Meridian Global Governments Fund, MFS Meridian U.S. Emerging Growth Fund, MFS
Meridian Global Equity Fund, MFS Meridian Limited Maturity Fund, MFS Meridian
World Growth Fund, MFS Meridian Money Market Fund, MFS Meridian World Total
Return Fund, MFS Meridian U.S. Equity Fund, MFS Meridian Research Fund, MFS
Meridian U.S. High Yield Fund, MFS Meridian Emerging Markets Debt Fund, MFS
Meridian Strategic Growth Fund and MFS Meridian World Asset Allocation Fund
(collectively the "MFS Meridian Funds"). Each of the MFS Meridian Funds is
organized as an exempt company under the laws of the Cayman Islands. The
principal business address of each of the MFS Meridian Funds is P.O. Box 309,
Grand Cayman, Cayman Islands, British West Indies.
MFS International (U.K.) Ltd. ("MIL-UK"), a private limited company
registered with the Registrar of Companies for England and Wales whose current
address is 4 John Carpenter Street, London, England ED4Y 0NH, is involved
primarily in marketing and investment research activities with respect to
private clients and the MIL Funds and the MFS Meridian Funds.
MFS Institutional Advisors (Australia) Ltd. ("MFSI-Australia"), a
private limited company organized under the Corporations Law of New South Wales,
Australia whose current address is Level 37, Governor Phillip Tower, One Farrer
Place, Sydney, N5W2000, Australia, is involved primarily in investment
management and distribution of Australian superannuation unit trusts and acts as
an investment adviser to institutional accounts.
MFS Holdings Australia Pty Ltd. ("MFS Holdings Australia"), a private
limited company organized pursuant to the Corporations Law of New South Wales,
Australia whose current address is Level 37, Governor Phillip Tower, One Farrer
Place, Sydney, NSW2000 Australia, and whose function is to serve primarily as a
holding company.
MFS Fund Distributors, Inc. ("MFD"), a wholly owned subsidiary of MFS,
serves as distributor for the MFS Funds, MVI and MFSIT.
MFS Service Center, Inc. ("MFSC"), a wholly owned subsidiary of MFS,
serves as shareholder servicing agent to the MFS Funds, the MFS Closed-End
Funds, MFSIT and MVI.
MFS Institutional Advisors, Inc. ("MFSI"), a wholly owned subsidiary of
MFS, provides investment advice to substantial private clients.
MFS Retirement Services, Inc. ("RSI"), a wholly owned subsidiary of
MFS, markets MFS products to retirement plans and provides administrative and
record keeping services for retirement plans.
MFS
The Directors of MFS are Jeffrey L. Shames, Arnold D. Scott, John W.
Ballen, Donald A. Stewart and John D. McNeil. Mr. Shames is the Chairman, Chief
Executive Officer and President, Mr. Scott is a Senior Executive Vice President
and Secretary, William W. Scott, Jr., John W. Ballen, Thomas J. Cashman, Jr.,
Joseph W. Dello Russo and Kevin R. Parke are Executive Vice Presidents, Stephen
E. Cavan is a Senior Vice President, General Counsel and an Assistant Secretary,
Robert T. Burns is a Senior Vice President, Associate General Counsel and an
Assistant Secretary of MFS, and Thomas B. Hastings is a Vice President and
Treasurer of MFS.
MASSACHUSETTS INVESTORS TRUST
MASSACHUSETTS INVESTORS GROWTH STOCK FUND
MFS GROWTH OPPORTUNITIES FUND
MFS GOVERNMENT SECURITIES FUND
MFS SERIES TRUST I
MFS SERIES TRUST V
MFS SERIES TRUST VI
MFS SERIES TRUST X
MFS GOVERNMENT LIMITED MATURITY FUND
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer,
James O. Yost, Ellen M. Moynihan and Mark E. Bradley, Vice Presidents of MFS,
are the Assistant Treasurers, James R. Bordewick, Jr., Senior Vice President and
Associate General Counsel of MFS, is the Assistant Secretary.
MFS SERIES TRUST II
Leslie J. Nanberg, Senior Vice President of MFS, is a Vice President,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O.
Yost, Ellen M. Moynihan and Mark E. Bradley are the Assistant Treasurers, and
James R. Bordewick, Jr. is the Assistant Secretary.
MFS GOVERNMENT MARKETS INCOME TRUST
MFS INTERMEDIATE INCOME TRUST
Leslie J. Nanberg, Senior Vice President of MFS, is a Vice President,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O.
Yost, Ellen M. Moynihan and Mark E. Bradley are the Assistant Treasurers, and
James R. Bordewick, Jr. is the Assistant Secretary.
MFS SERIES TRUST III
James T. Swanson, Robert J. Manning and Joan S. Batchelder, Senior Vice
Presidents of MFS, and Bernard Scozzafava, Vice President of MFS, are Vice
Presidents, Sheila Burns-Magnan, Assistant Vice President of MFS, and Daniel E.
McManus, Vice President of MFS, are Assistant Vice Presidents, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers, and James R.
Bordewick, Jr. is the Assistant Secretary.
MFS SERIES TRUST IV
MFS SERIES TRUST IX
Robert A. Dennis and Geoffrey L. Kurinsky, Senior Vice Presidents of
MFS, are Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas London is
the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.
MFS SERIES TRUST VII
Leslie J. Nanberg and Stephen C. Bryant, Senior Vice Presidents of MFS,
are Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas London is the
Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.
MFS SERIES TRUST VIII
Jeffrey L. Shames, Leslie J. Nanberg and James T. Swanson and John D.
Laupheimer, Jr., a Senior Vice President of MFS, are Vice Presidents, Stephen E.
Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen
M. Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Secretary.
MFS MUNICIPAL SERIES TRUST
Robert A. Dennis is Vice President, David B. Smith and Geoffrey L.
Schechter, Vice Presidents of MFS, are Vice Presidents, Daniel E. McManus, Vice
President of MFS, is an Assistant Vice President, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan
and Mark E. Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is
the Assistant Secretary.
MFS VARIABLE INSURANCE TRUST
MFS SERIES TRUST XI
MFS INSTITUTIONAL TRUST
Jeffrey L. Shames is the President and Chairman, Stephen E. Cavan is
the Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Secretary.
MFS MUNICIPAL INCOME TRUST
Robert J. Manning is Vice President, Stephen E. Cavan is the Secretary,
W. Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Secretary.
MFS MULTIMARKET INCOME TRUST
MFS CHARTER INCOME TRUST
Leslie J. Nanberg and James T. Swanson are Vice Presidents, Stephen E.
Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen
M. Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Secretary.
MFS SPECIAL VALUE TRUST
Robert J. Manning is Vice President, Stephen E. Cavan is the Secretary,
W. Thomas London is the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E.
Bradley are the Assistant Treasurers and James R. Bordewick, Jr. is the
Assistant Secretary.
MFS/SUN LIFE SERIES TRUST
John D. McNeil, Chairman and Director of Sun Life Assurance Company of
Canada, is the Chairman, Stephen E. Cavan is the Secretary, W. Thomas London is
the Treasurer, James O. Yost, Ellen M. Moynihan and Mark E. Bradley are the
Assistant Treasurers and James R. Bordewick, Jr. is the Assistant Secretary.
MONEY MARKET VARIABLE ACCOUNT
HIGH YIELD VARIABLE ACCOUNT
CAPITAL APPRECIATION VARIABLE ACCOUNT
GOVERNMENT SECURITIES VARIABLE ACCOUNT
TOTAL RETURN VARIABLE ACCOUNT
WORLD GOVERNMENTS VARIABLE ACCOUNT
MANAGED SECTORS VARIABLE ACCOUNT
John D. McNeil is the Chairman, Stephen E. Cavan is the Secretary, and
James R. Bordewick, Jr. is the Assistant Secretary.
VERTEX
Jeffrey L. Shames and Arnold D. Scott are the Directors, Jeffrey L.
Shames is the President, Kevin R. Parke and John W. Ballen are Executive Vice
Presidents, John F. Brennan, Jr., and John D. Laupheimer are Senior Vice
Presidents, Brian E. Stack is a Vice President, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary and Robert T. Burns is the Assistant Secretary.
MIL
Arnold D. Scott, Jeffrey L. Shames and Thomas J. Cashman, Jr. are
Directors, Stephen E. Cavan is a Director, Senior Vice President and the Clerk,
Robert T. Burns is an Assistant Clerk, Joseph W. Dello Russo, Executive Vice
President and Chief Financial Officer of MFS, is the Treasurer and Thomas B.
Hastings is the Assistant Treasurer.
MIL-UK
Thomas J. Cashman, Jr. is President and a Director, Arnold D. Scott and
Jeffrey L. Shames are Directors, Stephen E. Cavan is a Director and the
Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer and Robert T. Burns is the Assistant Secretary.
MFSI-AUSTRALIA
Thomas J. Cashman, Jr. is President and a Director, Graham E. Lenzer,
John A. Gee and David Adiseshan are Directors, Stephen E. Cavan is the
Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer, and Robert T. Burns is the Assistant Secretary.
MFS HOLDINGS-AUSTRALIA
Jeffrey L. Shames is the President and a Director, Arnold D. Scott,
Thomas J. Cashman, Jr., and Graham E. Lenzer are Directors, Stephen E. Cavan is
the Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer, and Robert T. Burns is the Assistant Secretary.
MIL FUNDS
Richard B. Bailey, John A. Brindle, Richard W. S. Baker, Arnold D.
Scott, Jeffrey L. Shames and William F. Waters are Directors, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, James O. Yost, Ellen M.
Moynihan and Mark E. Bradley are the Assistant Treasurers and James R.
Bordewick, Jr. is the Assistant Secretary.
MFS MERIDIAN FUNDS
Richard B. Bailey, John A. Brindle, Richard W. S. Baker, Arnold D.
Scott, Jeffrey L. Shames and William F. Waters are Directors, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, James R. Bordewick, Jr. is
the Assistant Secretary and James O. Yost, Ellen M. Moynihan and Mark E. Bradley
are the Assistant Treasurers.
MFD
Arnold D. Scott and Jeffrey L. Shames are Directors, William W. Scott,
Jr., an Executive Vice President of MFS, is the President, Stephen E. Cavan is
the Secretary, Robert T. Burns is the Assistant Secretary, Joseph W. Dello Russo
is the Treasurer, and Thomas B. Hastings is the Assistant Treasurer.
MFSC
Arnold D. Scott and Jeffrey L. Shames are Directors, Joseph A.
Recomendes, a Senior Vice President and Chief Information Officer of MFS, is
Vice Chairman and a Director, Janet A. Clifford is the President, Joseph W.
Dello Russo is the Treasurer, Thomas B. Hastings is the Assistant Treasurer,
Stephen E. Cavan is the Secretary, and Robert T. Burns is the Assistant
Secretary.
MFSI
Jeffrey L. Shames, and Arnold D. Scott are Directors, Thomas J.
Cashman, Jr., is the President and a Director, Leslie J. Nanberg is a Senior
Vice President, a Managing Director and a Director, Kevin R. Parke is the
Executive Vice President and a Managing Director, George F. Bennett, Jr., John
A. Gee, Brianne Grady, Joseph A. Kosciuszek and Joseph J. Trainor are Senior
Vice Presidents and Managing Directors, Joseph W. Dello Russo is the Treasurer,
Thomas B. Hastings is the Assistant Treasurer and Robert T. Burns is the
Secretary.
RSI
Arnold D. Scott is the Chairman and a Director, Martin E. Beaulieu is
the President, William W. Scott, Jr. is a Director, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is
the Secretary and Robert T. Burns is the Assistant Secretary.
In addition, the following persons, Directors or officers of MFS, have
the affiliations indicated:
Donald A. Stewart President and a Director, Sun Life Assurance
Company of Canada, Sun Life Centre, 150 King
Street West, Toronto, Ontario, Canada (Mr.
Stewart is also an officer and/or Director
of various subsidiaries and affiliates of
Sun Life)
John D. McNeil Chairman, Sun Life Assurance Company of
Canada, Sun Life Centre, 150 King Street
West, Toronto, Ontario, Canada (Mr. McNeil
is also an officer and/or Director of
various subsidiaries and affiliates of Sun
Life)
Joseph W. Dello Russo Director of Mutual Fund Operations, The Boston
Company, Exchange Place, Boston,
Massachusetts (until August, 1994)
ITEM 29. DISTRIBUTORS
(a) Reference is hereby made to Item 28 above.
(b) Reference is hereby made to Item 28 above; the principal business
address of each of these persons is 500 Boylston Street, Boston, Massachusetts
02116.
(c) Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant and the following locations:
NAME ADDRESS
---- -------
Massachusetts Financial Services 500 Boylston Street
Company (investment adviser) Boston, MA 02116
MFS Fund Distributors, Inc. 500 Boylston Street
(principal underwriter) Boston, MA 02116
State Street Bank and State Street South
Trust Company (custodian) 5 - West
North Quincy, MA 02171
MFS Service Center, Inc. 500 Boylston Street
(transfer agent) Boston, MA 02116
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) Not applicable.
(b) Not applicable.
(c) Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of its latest annual report to shareholders upon
request and without charge.
(d) Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the provisions set forth in Item 27 of
this Part C, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the Securities being Registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Boston and
The Commonwealth of Massachusetts on the 27th day of May, 1998.
MFS SERIES TRUST II
By: JAMES R. BORDEWICK, JR
--------------------------
Name: James R. Bordewick, Jr.
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed below by
the following persons in the capacities indicated on May 27, 1998.
SIGNATURE TITLE
--------- -----
STEPHEN E. CAVAN* Principal Executive Officer
- ----------------------------
Stephen E. Cavan
Treasurer (Principal Financial Officer
W. THOMAS LONDON* and Principal Accounting Officer)
- ----------------------------
W. Thomas London
RICHARD B. BAILEY* Trustee
- ----------------------------
Richard B. Bailey
MARSHALL N. COHAN* Trustee
- ----------------------------
Marshall N. Cohan
LAWRENCE H. COHN, M.D.* Trustee
- ----------------------------
Lawrence H. Cohn, M.D.
SIR J. DAVID GIBBONS* Trustee
- ----------------------------
Sir J. David Gibbons
<PAGE>
ABBY M. O'NEILL* Trustee
- ----------------------------
Abby M. O'Neill
WALTER E. ROBB, III* Trustee
- ----------------------------
Walter E. Robb, III
ARNOLD D. SCOTT* Trustee
- ----------------------------
Arnold D. Scott
JEFFREY L. SHAMES* Trustee
- ----------------------------
Jeffrey L. Shames
J. DALE SHERRATT* Trustee
- ----------------------------
J. Dale Sherratt
WARD SMITH* Trustee
- ----------------------------
Ward Smith
*By: JAMES R. BORDEWICK, JR.
-------------------------
Name: James R. Bordewick, Jr.
as Attorney-in-fact
Executed by James R. Bordewick, Jr. on
behalf of those indicated pursuant to
(i) a Power of Attorney dated August
11, 1994, incorporated by reference to
the Registrant's Post- Effective
Amendment No. 16 filed with the
Securities and Exchange Commission via
EDGAR on March 30, 1995 and (ii) a
Power of Attorney dated February 19,
1998, filed herewith.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBITS PAGE NO.
- ----------- ----------------------- --------
1(f) Form of Certification of Amendment to
Declaration of Trust - Establishment and
Designation of Series and Establishment
and Designation of Classes
5(d) Form of Investment Advisory Agreement
dated July 1, 1998 for MFS Charter Income
Fund
15(a) Amended and Restated Master Distribution
Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940, effective
January 1, 1997 - Amended and Restated May
27, 1998.
18 Amended and Restated Plan pursuant to Rule
18f-3 (d) under the Investment Company Act
of - 1940 Effective September 6, 1996, as
amended and restated May 27, 1998; filed
herewith.
<PAGE>
EXHIBIT 99.1(f)
MFS SERIES TRUST II
CERTIFICATION OF AMENDMENT
TO THE DECLARATION OF TRUST
ESTABLISHMENT AND DESIGNATION
OF SERIES
AND
ESTABLISHMENT AND DESIGNATION
OF CLASSES
Pursuant to Section 6.9 of the Amended and Restated Declaration of
Trust dated February 2, 1995 (the "Declaration") of MFS Series Trust II, a
business trust organized under the laws of The Commonwealth of Massachusetts
(the "Trust"), the undersigned Trustees of the Trust, being a majority of the
Trustees of the Trust, hereby establish and designate one new series of Shares
(as defined in the Declaration), such series to have the following special and
relative rights:
1. The new series shall be designated:
- MFS Charter Income Fund.
2. The series shall be authorized to invest in cash, securities,
instruments and other property as from time to time described
in the Trust's then currently effective registration
statement under the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, to the extent
pertaining to the offering of Shares of such series. Each
Share of the series shall be redeemable, shall be entitled to
one vote or fraction thereof in respect of a fractional share
on matters on which Shares of the series shall be entitled to
vote, shall represent a pro rata beneficial interest in the
assets allocated or belonging to the series, and shall be
entitled to receive its pro rata share of the net assets of
the series upon liquidation of the series, all as provided in
Section 6.9 of the Declaration.
3. Shareholders of the series shall vote separately as a class
on any matter to the extent required by, and any matter shall
be deemed to have been effectively acted upon with respect to
the series as provided in Rule 18f-2, as from time to time in
effect, under the Investment Company Act of 1940, as amended,
or any successor rule, and by the Declaration.
4. The assets and liabilities of the Trust shall be allocated
among the previously established and existing series of the
Trust and such new series as set forth in Section 6.9 of the
Declaration.
5. Subject to the provisions of Section 6.9 and Article IX of
the Declaration, the Trustees (including any successor
Trustees) shall have the right at any time and from time to
time to reallocate assets and expenses or to change the
designation of any series now or hereafter created, or to
otherwise change the special and relative rights of any such
establishment and designation of series of Shares.
Pursuant to Section 6.9(h) of the Declaration, this instrument shall be
effective upon the execution by a majority of the Trustees of the Trust.
The undersigned, being a majority of the Trustees of the Trust, acting
pursuant to Section 6.10 of the Declaration, do hereby divide the Shares of MFS
Charter Income Fund to create four classes of Shares, within the meaning of
Section 6.10, as follows:
1. The four classes of Shares are designated "Class A Shares,"
"Class B Shares," "Class C Shares" and "Class I Shares";
2. Class A Shares, Class B Shares, Class C Shares and Class I
Shares shall be entitled to all the rights and preferences
accorded to shares under the Declaration;
3. The purchase price of Class A Shares, Class B Shares, Class C
Shares and Class I Shares, the method of determination of the
net asset value of Class A Shares, Class B Shares, Class C
Shares and Class I Shares, the price, terms and manner of
redemption of Class A Shares, Class B Shares, Class C Shares
and Class I Shares, any conversion feature of Class B Shares,
and relative dividend rights of holders of Class A Shares,
Class B Shares, Class C Shares and Class I Shares shall be
established by the Trustees of the Trust in accordance with
the Declaration and shall be set forth in the current
prospectus and statement of additional information of the
Trust or any series thereof, as amended from time to time,
contained in the Trust's registration statement under the
Securities Act of 1933, as amended, and the Investment
Company Act of 1940, as amended;
4. Class A Shares, Class B Shares, Class C Shares and Class I
Shares shall vote together as a single class except that
shares of a class may vote separately on matters affecting
only that class and shares of a class not affected by a
matter will not vote on that matter; and
5. A class of shares of any series of the Trust may be
terminated by the Trustees by written notice to the
Shareholders of the class.
The undersigned, being a majority of the Trustees of the Trust, acting
pursuant to Section 6.10 of the Declaration, do hereby divide the shares of MFS
Emerging Growth Fund, a series of MFS Series Trust II, to create an additional
class of shares, within the meaning of Section 6.10 as follows
1. The additional class of shares is designated "Class J
Shares";
2. Class J Shares shall be entitled to all the rights and
preferences accorded to shares under the Declaration;
3. The purchase price of Class J Shares, the method of
determination of the net asset value of Class J Shares, the
price, terms and manner of redemption of Class J Shares, and
the relative dividend rights of holders of Class J Shares
shall be established by the Trustees of the Trust in
accordance with the Declaration and shall be set forth in the
current prospectus and statement of additional information of
the Trust or any series thereof, as amended from time to
time, contained in the Trust's registration statement under
the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, as amended;
4. Class J Shares shall vote together as a single class except
that shares of a class may vote separately on matters
affecting only that class and shares of a class not affected
by a matter will not vote on that matter; and
5. A class of shares of any series of the Trust may be
terminated by the Trustees by written notice to the
Shareholders of the class.
<PAGE>
IN WITNESS WHEREOF, a majority of the Trustees of the Trust have
executed this amendment, in one or more counterparts, all constituting a single
instrument, as an instrument under seal in The Commonwealth of Massachusetts, as
of this 27th day of May, 1998 and further certify, as provided by the provisions
of Section 9.3(d) of the Declaration, that this amendment was duly adopted by
the undersigned in accordance with the second sentence of Section 9.3(a) of the
Declaration.
RICHARD B. BAILEY WALTER E. ROBB
- --------------------------- ---------------------------
Richard B. Bailey Walter E. Robb, III
63 Atlantic Avenue 35 Farm Road
Boston, MA 02110 Sherborn, MA 01770
MARSHALL N. COHAN ARNOLD D. SCOTT
- --------------------------- ---------------------------
Marshall N. Cohan Arnold D. Scott
2524 Bedford Mews Drive 20 Rowes Wharf
Wellington, FL 33414 Boston, MA 02110
LAWRENCE H. COHN JEFFREY L. SHAMES
- --------------------------- ---------------------------
Lawrence H. Cohn Jeffrey L. Shames
45 Singletree Road 38 Lake Avenue
Chestnut Hill, MA 02167 Newton, MA 02159
J. DALE SHERRATT
- --------------------------- ---------------------------
Sir J. David Gibbons J. Dale Sherratt
"Leeward" 86 Farm Road
5 Leeside Drive Sherborn, MA 01770
"Point Shares"
Pembroke, Bermuda HM 05
ABBY M. O'NEILL WARD SMITH
- --------------------------- ---------------------------
Abby M. O'Neill Ward Smith
200 Sunset Road 36080 Shaker Blvd
Oyster Bay, NY 11771 Hunting Valley, OH 44022
<PAGE>
EXHIBIT NO. 99.5(d)
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT, dated as of the 1st day of July,
1998, by and between MFS SERIES TRUST II, a Massachusetts business trust
(the "Trust"), on behalf of MFS CHARTER INCOME FUND, a series of the
Trust (the "Fund"), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a
Delaware corporation (the "Adviser").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end
investment company registered under the Investment Company Act of 1940;
and
WHEREAS, the Adviser is willing to provide business services to the
Fund on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties hereto as herein set forth, the parties
covenant and agree as follows:
ARTICLE 1. DUTIES OF THE ADVISER. The Adviser shall provide the
Fund with such investment advice and supervision as the latter may from
time to time consider necessary for the proper supervision of its funds.
The Adviser shall act as Adviser to the Fund and as such shall furnish
continuously an investment program and shall determine from time to time
what securities shall be purchased, sold or exchanged and what portion of
the assets of the Fund shall be held uninvested, subject always to the
restrictions of the Trust's Amended and Restated Declaration of Trust,
dated February 3, 1995, and By-Laws, each as amended from time to time
(respectively, the "Declaration" and the "By-Laws"), to the provisions of
the Investment Company Act of 1940 and the Rules, Regulations and orders
thereunder and to the Fund's then-current Prospectus and Statement of
Additional Information. The Adviser shall also make recommendations as to
the manner in which voting rights, rights to consent to corporate action
and any other rights pertaining to the Fund's portfolio securities shall
be exercised. Should the Trustees at any time, however, make any definite
determination as to the investment policy and notify the Adviser thereof
in writing, the Adviser shall be bound by such determination for the
period, if any, specified in such notice or until similarly notified that
such determination shall be revoked. The Adviser shall take, on behalf of
the Fund, all actions which it deems necessary to implement the
investment policies determined as provided above, and in particular to
place all orders for the purchase or sale of portfolio securities for the
Fund's account with brokers or dealers selected by it, and to that end,
the Adviser is authorized as the agent of the Fund to give instructions
to the Custodian of the Fund as to the deliveries of securities and
payments of cash for the account of the Fund. In connection with the
selection of such brokers or dealers and the placing of such orders, the
Adviser is directed to seek for the Fund execution at the most reasonable
price by responsible brokerage firms at reasonably competitive commission
rates. In fulfilling this requirement, the Adviser shall not be deemed to
have acted unlawfully or to have breached any duty, created by this
Agreement or otherwise, solely by reason of its having caused the Fund to
pay a broker or dealer an amount of commission for effecting a securities
transaction in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction, if the Adviser
determined in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by
such broker or dealer, viewed in terms of either that particular
transaction or the Adviser's overall responsibilities with respect to the
Fund and to other clients of the Adviser as to which the Adviser
exercises investment discretion.
The Adviser may from time to time enter into sub-investment advisory
agreements with one or more investment advisers with such terms and
conditions as the Adviser may determine, provided that such
sub-investment advisory agreements have been approved in accordance with
applicable provisions of the Investment Company Act of 1940. Subject to
the provisions of Article 6, the Adviser shall not be liable for any
error of judgment or mistake of law by any sub-adviser or for any loss
arising out of any investment made by any sub-adviser or for any act or
omission in the execution and management of the Fund by any sub-adviser.
ARTICLE 2. ALLOCATION OF CHARGES AND EXPENSES. The Adviser shall
furnish at its own expense investment advisory and administrative
services, office space, equipment and clerical personnel necessary for
servicing the investments of the Fund and maintaining its organization
and investment advisory facilities and executive and supervisory
personnel for managing the investments and effecting the portfolio
transactions of the Fund. The Adviser shall arrange, if desired by the
Trust, for Directors, officers and employees of the Adviser to serve as
Trustees, officers or agents of the Trust if duly elected or appointed to
such positions and subject to their individual consent and to any
limitations imposed by law. It is understood that the Fund will pay all
of its own expenses including, without limitation, compensation of
Trustees "not affiliated" with the Adviser; governmental fees; interest
charges; taxes; membership dues in the Investment Company Institute
allocable to the Fund; fees and expenses of independent auditors, of
legal counsel, and of any transfer agent, registrar or dividend
disbursing agent of the Fund; expenses of repurchasing and redeeming
shares and servicing shareholder accounts; expenses of preparing,
printing and mailing stock certificates, shareholder reports, notices,
proxy statements and reports to governmental officers and commissions;
brokerage and other expenses connected with the execution, recording and
settlement of portfolio security transactions; insurance premiums; fees
and expenses of the custodian for all services to the Fund, including
safekeeping of funds and securities and maintaining required books and
accounts; expenses of calculating the net asset value of shares of the
Fund; expenses of shareholders' meetings; and expenses relating to the
issuance, registration and qualification of shares of the Fund and the
preparation, printing and mailing of prospectuses for such purposes
(except to the extent that any Distribution Agreement to which the Trust
is a party provides that another party is to pay some or all of such
expenses).
ARTICLE 3. COMPENSATION OF THE ADVISER. For the services to be
rendered and the facilities provided, the Fund shall pay to the Adviser
an investment advisory fee computed and paid annually at a rate equal
0.90% of the Fund's average daily net assets. If the Adviser shall serve
for less than the whole of any period specified in this Article 3, the
compensation to the Adviser will be prorated.
ARTICLE 4. SPECIAL SERVICES. Should the Trust have occasion to
request the Adviser to perform services not herein contemplated or to
request the Adviser to arrange for the services of others, the Adviser
will act for the Trust on behalf of the Fund upon request to the best of
its ability, with compensation for the Adviser's services to be agreed
upon with respect to each such occasion as it arises.
ARTICLE 5. COVENANTS OF THE ADVISER. The Adviser agrees that it
will not deal with itself, or with the Trustees of the Trust or the
Trust's distributor, if any, as principals in making purchases or sales
of securities or other property for the account of the Fund, except as
permitted by the Investment Company Act of 1940 and the Rules,
Regulations or orders thereunder, will not take a long or short position
in the shares of the Fund except as permitted by the Declaration, and
will comply with all other provisions of the Declaration and the By-Laws
and the then-current Prospectus and Statement of Additional Information
of the Fund relative to the Adviser and its Directors and officers.
ARTICLE 6. LIMITATION OF LIABILITY OF THE ADVISER. The Adviser
shall not be liable for any error of judgment or mistake of law or for
any loss arising out of any investment or for any act or omission in the
execution and management of the Fund, except for willful misfeasance, bad
faith or gross negligence in the performance of its duties and
obligations hereunder. As used in this Article 6, the term "Adviser"
shall include Directors, officers and employees of the Adviser as well as
that corporation itself.
ARTICLE 7. ACTIVITIES OF THE ADVISER. The services of the
Adviser to the Fund are not deemed to be exclusive, the Adviser being
free to render investment advisory and/or other services to others. The
Adviser may permit other fund clients to use the initials "MFS" in their
names. The Fund agrees that if the Adviser shall for any reason no longer
serve as the Adviser to the Fund, the Fund will change its name so as to
delete the initials "MFS." It is understood that the Trustees, officers
and shareholders of the Trust are or may be or become interested in the
Adviser, as Directors, officers, employees, or otherwise and that
Directors, officers and employees of the Adviser are or may become
similarly interested in the Trust, and that the Adviser may be or become
interested in the Fund as a shareholder or otherwise.
ARTICLE 8. DURATION, TERMINATION AND AMENDMENT OF THIS
AGREEMENT. This Agreement shall become effective on the date first above
written and shall govern the relations between the parties hereto
thereafter, and shall remain in force until June 30, 2000 on which date
it will terminate unless its continuance after June 30, 2000 is
"specifically approved at least annually" (i) by the vote of a majority
of the Trustees of the Trust who are not "interested persons" of the
Trust or of the Adviser at a meeting specifically called for the purpose
of voting on such approval, and (ii) by the Board of Trustees of the
Trust, or by "vote of a majority of the outstanding voting securities" of
the Fund.
This Agreement may be terminated at any time without the payment
of any penalty by the Trustees or by "vote of a majority of the
outstanding voting securities" of the Fund, or by the Adviser, in each
case on not more than sixty days' nor less than thirty days' written
notice to the other party. This Agreement shall automatically terminate
in the event of its "assignment".
This Agreement may be amended only if such amendment is approved
by "vote of a majority of the outstanding voting securities" of the Fund.
ARTICLE 9. SCOPE OF TRUST'S OBLIGATIONS. A copy of the Trust's
Declaration of Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts. The Adviser acknowledges that the
obligations of or arising out of this Agreement are not binding upon any
of the Trust's trustees, officers, employees, agents or shareholders
individually, but are binding solely upon the assets and property of the
Trust. If this Agreement is executed by the Trust on behalf of one or
more series of the Trust, the Adviser further acknowledges that the
assets and liabilities of each series of the Trust are separate and
distinct and that the obligations of or arising out of this Agreement are
binding solely upon the assets or property of the series on whose behalf
the Trust has executed this Agreement.
ARTICLE 10. DEFINITIONS. The terms "specifically approved at
least annually," "vote of a majority of the outstanding voting
securities," "assignment," "affiliated person," and "interested person,"
when used in this Agreement, shall have the respective meanings
specified, and shall be construed in a manner consistent with, the
Investment Company Act of 1940 and the Rules and Regulations promulgated
thereunder, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
ARTICLE 11. RECORD KEEPING. The Adviser will maintain records in
a form acceptable to the Trust and in compliance with the rules and
regulations of the Securities and Exchange Commission, including but not
limited to records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and the rules thereunder, which at all
times will be the property of the Trust and will be available for
inspection and use by the Trust.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered in their names and on their behalf by the
undersigned, thereunto duly authorized, and their respective seals to be
hereto affixed, all as of the day and year first written above. The
undersigned Trustee of the Trust has executed this Agreement not
individually, but as Trustee under the Declaration.
MFS SERIES TRUST II, on behalf of
MFS CHARTER INCOME FUND,
one of its series
By:
----------------------------
James R. Bordewick, Jr.
Assistant Secretary
MASSACHUSETTS FINANCIAL
SERVICES COMPANY
By:
----------------------------
Arnold D. Scott
Senior Executive Vice President
<PAGE>
EXHIBIT NO. 99.15(a)
MFS FUNDS
AMENDED AND RESTATED MASTER DISTRIBUTION PLAN PURSUANT TO
RULE 12B-1 UNDER THE
INVESTMENT COMPANY ACT OF 1940
Effective January 1, 1997,
Amended and Restated May 27, 1998
This Distribution Plan (the "Plan") has been adopted by each of the
registered investment companies identified from time to time on Exhibit A hereto
(the "Trust" or "Trusts"), severally and not jointly, pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the "1940 Act"), and sets
forth the material aspects of the financing of the distribution of the classes
of shares representing interests in the same portfolio issued by the Trusts.
WITNESSETH:
WHEREAS, each Trust is engaged in business as an open-end management investment
company and is registered under the 1940 Act, some consisting of multiple
investment portfolios or series, each of which has separate investment
objectives and policies and segregated assets (the "Fund" or "Funds"); and
WHEREAS, each Fund intends to distribute its Shares of Beneficial Interest
(without par value) ("Shares") in accordance with Rule 12b-1 under the 1940 Act,
and desires to adopt this Distribution Plan as a plan of distribution pursuant
to such Rule; and
WHEREAS, each Fund presently offers multiple classes of Shares, some Funds
presently offering only certain classes of Shares to investors;
WHEREAS, each Trust has entered into a distribution agreement (the "Distribution
Agreement") in a form approved by the Board of Trustees of each Trust (the
"Board of Trustees") in the manner specified in Rule 12b-1, with MFS Fund
Distributors, Inc., a Delaware corporation, as distributor (the "Distributor"),
whereby the Distributor provides facilities and personnel and renders services
to each Fund in connection with the offering and distribution of Shares; and
WHEREAS, each Trust recognizes and agrees that the Distributor may retain the
services of firms or individuals to act as dealers (the "Dealers") of the Shares
in connection with the offering of Shares; and
WHEREAS, the Distribution Agreement provides that: (a) a sales charge may be
paid by investors who purchase certain classes of Shares (i.e., Class A shares
and Class J shares) and that the Distributor and Dealers will receive such sales
charge as partial compensation for their services in connection with the sale of
these classes of Shares, and (b) the Distributor may (but is not required to)
impose certain deferred sales charges in connection with the repurchase of
Shares and the Distributor may retain or receive from a fund, as the case may
be, all such deferred sales charges; and
WHEREAS, the Board of Trustees of each Trust, in considering whether each Fund
should adopt and implement this Plan, has evaluated such information as it
deemed necessary to an informed determination as to whether this Plan should be
adopted and implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets of a Fund for such
purposes, and has determined that there is a reasonable likelihood that the
adoption and implementation of this Plan will benefit the Fund and its
shareholders; and
NOW THEREFORE, the Board of Trustees of each Trust hereby adopts this Plan for
each Fund as a plan of distribution in accordance with Rule 12b-1, relating to
the classes of Shares each Fund from time to time offers, on the following terms
and conditions:
1. SERVICES PROVIDED AND EXPENSES BORNE BY DISTRIBUTOR.
1.1. As specified in the Distribution Agreement, the Distributor shall
provide facilities, personnel and a program with respect to the
offering and sale of Shares. Among other things, the Distributor
shall be responsible for any commissions payable to Dealers
(including any ongoing maintenance commissions), all expenses of
printing (excluding typesetting) and distributing prospectuses to
prospective shareholders and providing such other related services as
are reasonably necessary in connection therewith.
1.2. The Distributor shall bear all distribution-related expenses to the
extent specified in the Distribution Agreement in providing the
services described in Section 1.1, including, without limitation, the
compensation of personnel necessary to provide such services and all
costs of travel, office expenses (including rent and overhead),
equipment, printing, delivery and mailing costs.
2. DISTRIBUTION FEES AND SERVICE FEES.
2.1 Distribution and Service Fees Common to Each Class of Shares.
2.1.1. Service Fees. As partial consideration for the personal
services and/or account maintenance services performed by each Dealer
in the performance of its obligations under its dealer agreement with
the Distributor, each Fund shall pay each Dealer a service fee
periodically at a rate not to exceed 0.25% per annum of the portion
of the average daily net assets of the Fund that is represented by
the Class of Shares that are owned by investors for whom such Dealer
is the holder or dealer of record. That portion of the Fund's average
daily net assets on which the fees payable under this Section 2.1.1.
hereof are calculated may be subject to certain minimum amount
requirements as may be determined, and additional or different dealer
qualification standards that may be established, from time to time,
by the Distributor. The Distributor shall be entitled to be paid any
fees payable under this Section 2.1.1. hereof with respect to Shares
for which no Dealer of record exists or qualification standards have
not been met as partial consideration for personal services and/or
account maintenance services provided by the Distributor to those
Shares. The service fee payable pursuant to this Section 2.1.1. may
from time to time be paid by a Fund to the Distributor and the
Distributor will then pay these fees to Dealers on behalf of the Fund
or retain them in accordance with this paragraph.
2.1.2. Distribution Fees. As partial consideration for the services
performed as specified in the Distribution Agreement and expenses
incurred in the performance of its obligations under the Distribution
Agreement, a Fund shall pay the Distributor a distribution fee
periodically at a rate based on the average daily net assets of a
Fund attributable to the designated Class of Shares. The amount of
the distribution fee paid by the Fund differs with respect to each
Class of Shares, as does the use by the Distributor of such
distribution fees.
2.2. Distribution Fees Relating to Class A Shares
2.2.1. It is understood that the Distributor may impose certain
deferred sales charges in connection with the repurchase of Class A
Shares by a Fund and the Distributor may retain (or receive from the
Fund, as the case may be) all such deferred sales charges. Each Fund
listed on Exhibit B hereto shall pay the Distributor a distribution
fee periodically at a rate of 0.10% per annum of average daily net
assets of the Fund attributable to Class A Shares. Each Fund listed
on Exhibit C hereto shall pay the Distributor a distribution fee
periodically at a rate not to exceed 0.25% per annum of average daily
net assets of the Fund attributable to Class A Shares. Such payments
shall commence following shareholder approval of the Plan but only
upon notification by the Distributor to the Fund of the commencement
of the Plan (the "Commencement Date").
2.2.2. The aggregate amount of fees and expenses paid pursuant to
Sections 2.1. and 2.2. hereof shall not exceed 0.35% per annum and
0.50% per annum of the average daily net assets attributable to Class
A Shares of each Fund listed on Exhibit B hereto and Exhibit C,
hereto, respectively. No fees shall be paid pursuant to Section
2.2.1. hereof or this Section 2.2.2. to any insurance company which
has entered into an agreement with the Trust on behalf of a Fund and
the Distributor that permits such insurance company to purchase Class
A Shares from a Fund at their net asset value in connection with
annuity agreements issued in connection with the insurance company's
separate accounts.
2.3. Distribution Fees Relating to Class B Shares
2.3.1. It is understood that the Distributor may impose certain
deferred sales charges in connection with the repurchase of Class B
Shares by a Fund and the Distributor may retain (or receive from the
Fund, as the case may be) all such deferred sales charges. As
additional consideration for all services performed and expenses
incurred in the performance of its obligations under the Distribution
Agreement relating to Class B Shares, a Fund shall pay the
Distributor a distribution fee periodically at a rate not to exceed
0.75% per annum of the Fund's average daily net assets attributable
to Class B Shares.
2.3.2. Each Fund understands that agreements between the Distributor
and the Dealers may provide for payment of commissions to Dealers in
connection with the sale of Class B Shares and may provide for a
portion (which may be all or substantially all) of the fees payable
by a Fund to the Distributor under the Distribution Agreement to be
paid by the Distributor to the Dealers in consideration of the
Dealer's services as a dealer of the Class B Shares. Except as
described in Section 2.1., nothing in this Plan shall be construed as
requiring a Fund to make any payment to any Dealer or to have any
obligations to any Dealer in connection with services as a dealer of
Class B Shares. The Distributor shall agree and undertake that any
agreement entered into between the Distributor and any Dealer shall
provide that, except as provided in Section 2.1., such Dealer shall
look solely to the Distributor for compensation for its services
thereunder and that in no event shall such Dealer seek any payment
from the Fund.
2.4. Distribution Fees Relating to Class C Shares
2.4.1. It is understood that the Distributor may (but is not required
to) impose certain deferred sales charges in connection with the
repurchase of Class C Shares by a Fund and the Distributor may retain
(or receive from the Fund, as the case may be) all such deferred
sales charges. As additional consideration for all services performed
and expenses incurred in the performance of its obligations under the
Distribution Agreement relating to Class C Shares, a Fund shall pay
the Distributor a distribution fee periodically at a rate not to
exceed 0.75% per annum of the Fund's average daily net assets
attributable to Class C Shares.
2.4.2. Each Fund understands that agreements between the Distributor
and the Dealers may provide for payment of commissions to Dealers in
connection with the sales of Class C Shares and may provide for a
portion (which may be all or substantially all) of the fees payable
by a Fund to the Distributor under the Distribution Agreement to be
paid to the Dealers in consideration of the Dealer's services as a
dealer of the Class C Shares. Except as described in Section 2.1.,
nothing in this Plan shall be construed as requiring a Fund to make
any payment to any Dealer or to have any obligations to any Dealer in
connection with services as a dealer of Class C Shares. The
Distributor shall agree and undertake that any agreement entered into
between the Distributor and any Dealer shall provide that, except as
provided in Section 2.1., such Dealer shall look solely to the
Distributor for compensation for its services thereunder and that in
no event shall such Dealer seek any payment from the Fund.
2.5. Distribution Fees Relating to Class J Shares
2.5.1. It is understood that the Distributor may (but is not required
to) impose certain deferred sales charges in connection with the
repurchase of Class J Shares by a Fund and the Distributor may retain
(or receive from the Fund, as the case may be) all such deferred
sales charges. As additional consideration for all services performed
and expenses incurred in the performance of its obligations under the
Distribution Agreement relating to Class J Shares, a Fund shall pay
the Distributor a distribution fee periodically at a rate not to
exceed 0.50% per annum of the Fund's average daily net assets
attributable to Class J Shares.
2.5.2. Each Fund understands that agreements between the Distributor
and the Dealers may provide for payment of commissions to Dealers in
connection with the sale of Class J Shares and may provide for a
portion (which may be all or substantially all) of the fees payable
by a Fund to the Distributor under the Distribution Agreement to be
paid by the Distributor to the Dealers in consideration of the
Dealer's services as a dealer of the Class J Shares. Except as
described in Section 2.1., nothing in this Plan shall be construed as
requiring a Fund to make any payment to any Dealer or to have any
obligations to any Dealer in connection with services as a dealer of
Class J Shares. The Distributor shall agree and undertake that any
agreement entered into between the Distributor and any Dealer shall
provide that, except as provided in Section 2.1., such Dealer shall
look solely to the Distributor for compensation for its services
thereunder and that in no event shall such Dealer seek any payment
from the Fund.
3. EXPENSES BORNE BY FUND. Each Fund shall pay all fees and expenses of any
independent auditor, legal counsel, investment adviser, administrator,
transfer agent, custodian, shareholder servicing agent, registrar or
dividend disbursing agent of the Fund; expenses of distributing and
redeeming Shares and servicing shareholder accounts; expenses of preparing,
printing and mailing prospectuses, shareholder reports, notices, proxy
statements and reports to governmental officers and commissions and to
shareholders of a Fund, except that the Distributor shall be responsible
for the distribution-related expenses as provided in Section 1 hereof.
4. ACTION TAKEN BY THE TRUST. Nothing herein contained shall be deemed to
require a Trust to take any action contrary to its Declaration of Trust or
By-laws or any applicable statutory or regulatory requirement to which it
is subject or by which it is bound, or to relieve or deprive the Board of
Trustees of the responsibility for and control of the conduct of the
affairs of a Fund.
5. EFFECTIVENESS OF PLAN. This Plan shall become effective upon (a) approval
by a vote of at least a "majority of the outstanding voting securities" of
each particular class of Shares (unless previously so approved), and (b)
approval by a vote of the Board of Trustees and a vote of a majority of the
Trustees who are not "interested persons" of the Trust and who have no
direct or indirect financial interest in the operation of the Plan or in
any agreement related to the Plan (the "Qualified Trustees"), such votes to
be cast in person at a meeting called for the purpose of voting on this
Plan.
6. DURATION OF PLAN. This Plan shall continue in effect indefinitely; provided
however, that such continuance is "specifically approved at least annually"
by vote of both a majority of the Trustees of the Trust and a majority of
the Qualified Trustees, such votes to be cast in person at a meeting called
for the purpose of voting on the continuance of this Plan. If such annual
approval is not obtained, this Plan, with respect to the classes of Shares
with respect to which such approval was not obtained, shall expire 12
months after the effective date of the last approval.
7. AMENDMENTS OF PLAN. This Plan may be amended at any time by the Board of
Trustees; provided that this Plan may not be amended to increase materially
the amount of permitted expenses hereunder without the approval of holders
of a "majority of the outstanding voting securities" of the affected Class
of Shares and may not be materially amended in any case without a vote of a
majority of both the Trustees and the Qualified Trustees. This Plan may be
terminated at any time by a vote of a majority of the Qualified Trustees or
by a vote of the holders of a "majority of the outstanding voting
securities" of Shares.
8. REVIEW BY BOARD OF TRUSTEES. Each Fund and the Distributor shall provide
the Board of Trustees, and the Board of Trustees shall review, at least
quarterly, a written report of the amounts expended under this Plan and the
purposes for which such expenditures were made.
9. SELECTION AND NOMINATION OF QUALIFIED TRUSTEES. While this Plan is in
effect, the selection and nomination of Qualified Trustees shall be
committed to the discretion of the Trustees who are not "interested
persons" of the Trust.
10. DEFINITIONS; COMPUTATION OF FEES. For the purposes of this Plan, the terms
"interested persons", "majority of the outstanding voting securities" and
"specifically approved at least annually" are used as defined in the 1940
Act or the rules and regulations adopted thereunder. All references herein
to "Fund" shall be deemed to refer to a Trust where such Trust does not
have multiple portfolios or series. In addition, for purposes of
determining the fees payable to the Distributor hereunder, (i) the value of
a Fund's net assets shall be computed in the manner specified in each
Fund's then-current prospectus and statement of additional information for
computation of the net asset value of Shares of the Fund and (ii) the net
asset value per Share of a particular class shall reflect any plan adopted
under Rule 18f-3 under the 1940 Act.
11. RETENTION OF PLAN RECORDS. Each Trust shall preserve copies of this Plan,
and each agreement related hereto and each report referred to in Section
8.1 hereof (collectively, the "Records") for a period of six years from the
end of the fiscal year in which such Record was made and each such record
shall be kept in an easily accessible place for the first two years of said
record-keeping.
12. APPLICABLE LAW. This Plan shall be construed in accordance with the laws of
The Commonwealth of Massachusetts and the applicable provisions of the 1940
Act.
13. SEVERABILITY OF PLAN. If any provision of this Plan shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of
the Plan shall not be affected thereby. The provisions of this Plan are
severable with respect to each Class of Shares offered by a Fund and with
respect to each Fund.
14. SCOPE OF TRUST'S OBLIGATION. A copy of the Declaration of Trust of each
Trust is on file with the Secretary of State of The Commonwealth of
Massachusetts. It is acknowledged that the obligations of or arising out of
this Plan are not binding upon any of the Trust's trustees, officers,
employees, agents or shareholders individually, but are binding solely upon
the assets and property of the Trust in accordance with its proportionate
interest hereunder. If this Plan is adopted by the Trust on behalf of one
or more series of the Trust, it is further acknowledged that the assets and
liabilities of each series of the Trust are separate and distinct and that
the obligations of or arising out of this Plan are binding solely upon the
assets or property of the series on whose behalf the Trust has adopted this
Plan. If the Trust has adopted this Plan on behalf of more than one series
of the Trust, it is also acknowledged that the obligations of each series
hereunder shall be several and not joint, in accordance with its
proportionate interest hereunder, and no series shall be responsible for
the obligations of another series.
<PAGE>
EXHIBIT A
FUNDS AND SHARE CLASSES COVERED BY RULE 12B-1 PLAN
AS OF: MAY 27, 1998
- --------------------------------------------------------------------------------
CLASSES OF SHARES
COVERED BY RULE 12B-1 DATE RULE 12B-1
FUND PLAN PLAN ADOPTED
- --------------------------------------------------------------------------------
MFS Managed Sectors Fund A,B January 1, 1997
- --------------------------------------------------------------------------------
MFS Cash Reserve Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS World Asset Allocation Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS Strategic Growth Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS Research Growth and Income Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS Core Growth Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS Equity Income Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS Special Opportunities Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS Convertible Securities Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS Blue Chip Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS New Discovery Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS Science and Technology Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS Research International Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS Real Estate Investment Fund A,B,C February 11, 1998
- --------------------------------------------------------------------------------
MFS Emerging Growth Fund A,B,C, J January 1, 1997;
May 27, 1998
(J shares)
- --------------------------------------------------------------------------------
MFS Large Cap Growth Fund A,B January 1, 1997
- --------------------------------------------------------------------------------
MFS Intermediate Income Fund A,B January 1, 1997
- --------------------------------------------------------------------------------
MFS Charter Income Fund A,B,C May 27, 1998
- --------------------------------------------------------------------------------
MFS World Total Return Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS Utilities Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS World Equity Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS Strategic Income Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS World Growth Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS Alabama Municipal Bond Fund A,B January 1, 1997
- --------------------------------------------------------------------------------
MFS Arkansas Municipal Bond Fund A,B January 1, 1997
- --------------------------------------------------------------------------------
MFS California Municipal Bond Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS Florida Municipal Bond Fund A,B January 1, 1997
- --------------------------------------------------------------------------------
MFS Georgia Municipal Bond Fund A,B January 1, 1997
- --------------------------------------------------------------------------------
MFS Maryland Municipal Bond Fund A,B January 1, 1997
- --------------------------------------------------------------------------------
MFS Massachusetts Municipal Bond Fund A,B January 1, 1997
- --------------------------------------------------------------------------------
MFS Mississippi Municipal Bond Fund A,B January 1, 1997
- --------------------------------------------------------------------------------
MFS New York Municipal Bond Fund A,B January 1, 1997
- --------------------------------------------------------------------------------
MFS North Carolina Municipal Bond Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS Pennsylvania Municipal Bond Fund A,B January 1, 1997
- --------------------------------------------------------------------------------
MFS South Carolina Municipal Bond Fund A,B January 1, 1997
- --------------------------------------------------------------------------------
MFS Tennessee Municipal Bond Fund A,B January 1, 1997
- --------------------------------------------------------------------------------
MFS Virginia Municipal Bond Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS West Virginia Municipal Bond Fund A,B January 1, 1997
- --------------------------------------------------------------------------------
MFS Municipal Income Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
MFS Government Limited Maturity Fund A,B,C January 1, 1997
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT B
AS OF: MAY 27, 1998
MFS Managed Sectors Fund
MFS Cash Reserve Fund
MFS Research Growth & Income Fund
MFS Emerging Growth Fund
MFS Large Cap Growth Fund
MFS Intermediate Income Fund
MFS World Total Return Fund
MFS Utilities Fund
MFS World Equity Fund
MFS Strategic Income Fund
MFS World Growth Fund
MFS Alabama Municipal Bond Fund
MFS Arkansas Municipal Bond Fund
MFS California Municipal Bond Fund
MFS Florida Municipal Bond Fund
MFS Georgia Municipal Bond Fund
MFS Maryland Municipal Bond Fund
MFS Massachusetts Municipal Bond Fund
MFS Mississippi Municipal Bond Fund
MFS New York Municipal Bond Fund
MFS North Carolina Municipal Bond Fund
MFS Pennsylvania Municipal Bond Fund
MFS South Carolina Municipal Bond Fund
MFS Tennessee Municipal Bond Fund
MFS Virginia Municipal Bond Fund
MFS West Virginia Municipal Bond Fund
MFS Municipal Income Fund
MFS Government Limited Maturity Fund
MFS Strategic Growth Fund
MFS New Discovery Fund
MFS Equity Income Fund
MFS Research International Fund
MFS Real Estate Investment Fund
MFS Charter Income Fund
<PAGE>
EXHIBIT C
AS OF: MAY 27, 1998
MFS World Asset Allocation Fund
MFS Core Growth Fund
MFS Special Opportunities Fund
MFS Convertible Securities Fund
MFS Blue Chip Fund
MFS Science and Technology Fund
<PAGE>
EXHIBIT NO. 99.18
MFS FUNDS
AMENDED AND RESTATED PLAN PURSUANT TO RULE 18F-3(D) UNDER THE
INVESTMENT COMPANY ACT OF 1940
Effective September 6, 1996, as amended and restated May 27, 1998
This Plan relating to Multiple Classes of Shares (the "Plan") has been
adopted by each of the registered investment companies (the "Trust" or
"Trusts"), identified on behalf of its various series from time to time on
Exhibit A hereto, severally and not jointly, pursuant to Rule 18f-3(d) under the
Investment Company Act of 1940, as amended (the "1940 Act"), and sets forth the
differences in expenses among the classes of shares representing interests in
the same portfolio issued by the Trusts under a multiple distribution
arrangement and the conversion and exchange feature, if any, of each such class
of shares (the "Multiple Distribution System").
A. THE TRUSTS AND FUNDS
Each Trust is an open-end management investment company registered under the
1940 Act, some consisting of multiple investment portfolios or series, each
of which has separate investment objectives and policies and segregated
assets (the "Fund" or "Funds").
Each Trust (if it has no series) and each Trust on behalf of each Fund (if
it has series) has entered into an investment advisory agreement with
Massachusetts Financial Services Company or an affiliate thereof ("MFS")
pursuant to which MFS, subject to the general supervision of the Board of
Trustees of the Trust, provides portfolio management services. Each Trust
has also entered into an administrative services agreement with MFS pursuant
to which MFS provides financial operations, legal and other administrative
services to each Fund. Each Trust has also entered into a distribution
agreement with MFS Fund Distributors, Inc. ("MFD") to provide certain
distribution services for the Fund, pursuant to which MFD acts as each
Fund's distributor. Certain Funds have adopted a distribution plan (a "Rule
12b-1 Plan") in accordance with Rule 12b-1 under the 1940 Act. Transfer
agency and recordkeeping functions are provided to each Fund by MFS Service
Center, Inc. ("MFSC") pursuant to a shareholder servicing agent agreement.
B. THE MULTIPLE DISTRIBUTION SYSTEM
Under the Multiple Distribution System, each Fund may provide investors with
the option of purchasing shares either (1) with a front-end sales load
(except sales of $1 million or more and purchases by certain retirement
plans, which are subject to a contingent deferred sales charge ("CDSC"))
which may vary among Funds and, in some cases, a distribution fee and/or
service fee pursuant to a Rule 12b-1 Plan ("Class A shares") or (2) without
a front-end sales load, but subject to a CDSC as well as a distribution fee
and/or a service fee pursuant to a Rule 12b-1 Plan ("Class B shares") or (3)
without a front-end load, but subject to a CDSC, (which may differ from the
CDSC applicable to Class B shares) as well as a distribution fee and/or
service fee pursuant to a Rule 12b-1 Plan ("Class C shares"), (4) without a
front-end load or CDSC and without a distribution or service fee pursuant to
a Rule 12b-1 plan ("Class I shares") or (5) with a lower front-end sales
load than Class A shares and a higher distribution fee and/or service fee
pursuant to a Rule 12b-1 Plan than Class A shares ("Class J shares"). Some
of the Funds presently offer only certain of these classes of shares to
investors. This Plan shall apply to the classes of shares of each Fund only
to the extent each Trust has designated particular classes of shares for
that Fund. The Funds may from time to time create one or more additional
classes of shares, the terms of which may differ from the Class A shares,
Class B shares, Class C shares, Class I shares and Class J shares described
below.
1. Class A Shares
Class A shares are offered to investors at net asset value plus a
front-end sales load (except for certain sales, which are subject to a
CDSC). The sales load is at rates competitive in the industry and is
subject to reduction for larger purchases and under a right of
accumulation or a letter of intention. In accordance with Section 22(d)
of the 1940 Act, the front-end sales load is waived for certain types of
investors or in connection with certain classes of transactions. Class A
shareholders are assessed an ongoing service fee and/or distribution fee
under a Rule 12b-1 Plan based upon a percentage of the average daily net
asset value of the Class A shares. Proceeds from the front-end load,
service fee and distribution fee are used by MFD primarily to pay initial
commissions, ongoing service fees and certain distribution-related
expenses, respectively. Amounts payable under the Rule 12b-1 Plan are
subject to such further limitations as the Trustees may from time to time
determine and as set forth in the registration statement of each Trust as
from time to time in effect.
2. Class B Shares
Class B shares are offered to investors at net asset value without the
imposition of a sales load at the time of purchase. However, an
investor's proceeds from a redemption of Class B shares (on which a
dealer commission has been paid) within a specified period of time after
purchase may be subject to a CDSC. The CDSC is paid to and retained by
MFD. The amount of any applicable CDSC will be based upon the lower of
the net asset value at the time of purchase or at the time of redemption
as required by Rule 6c-10 under the 1940 Act. Class B shares that are
redeemed will not be subject to a CDSC to the extent that the shares
represent (1) reinvestment of dividends or capital gain distributions,
(2) shares redeemed after a defined period of time, or (3) increases in
the value of an account due to capital appreciation. Class B shareholders
are assessed a distribution fee and/or service fee pursuant to a Rule
12b-1 Plan. Class B shares that are outstanding for a specified period of
time will convert to Class A shares of the Fund. See "Conversion
Features" below. Amounts payable under the Rule 12b-1 Plan are subject to
such further limitations as the Trustees may from time to time determine
and as set forth in the registration statement of each Trust as from time
to time in effect.
3. Class C Shares
Class C shares are offered to investors at net asset value without the
imposition of a front-end sales load. Class C shareholders are assessed a
distribution fee and/or service fee pursuant to a Rule 12b-1 Plan. In
addition, an investor's proceeds from a redemption of Class C shares (on
which a dealer commission has been paid) within a specified period of
time after purchase may be subject to a CDSC. The CDSC is paid to and
retained by MFD. Class C shares that are redeemed will not be subject to
a CDSC to the extent that the shares represent (i) reinvestment of
dividends or capital gains distributions, (ii) shares redeemed after a
defined period of time, or (iii) increases in the value of an account due
to capital appreciation. Class C shares differ from Class B shares in
that (i) the Class C shares would be subject to a lower CDSC than the
Class B shares (ii) the CDSC would be imposed on the Class C shares for a
shorter period of time than the Class B shares and (iii) Class C shares
do not convert to any other class of shares. Amounts payable under the
Rule 12b-1 Plan are subject to such further limitations as the Trustees
may from time to time determine and as set forth in the registration
statement of each Trust as from time to time in effect.
4. Class I Shares
Class I shares are offered to certain investors at net asset value
without the imposition of a front-end load or a CDSC and without a
distribution fee and/or service fee pursuant to a Rule 12b-1 Plan.
5. Class J Shares
Class J shares are offered exclusively to investors in Japan at net asset
value plus a front-end sales load. The sales load is at rates competitive
for investment products offered to retail investors in Japan. In
accordance with Section 22(d) of the 1940 Act, the front-end sales load
may be waived for certain types of investors or in connection with
certain classes of transactions. Class J shareholders are assessed an
ongoing service fee and/or distribution fee under a Rule 12b-1 Plan based
upon a percentage of the average daily net asset value of the Class J
shares. Proceeds from the front-end load, service fee and distribution
fee are used by MFD primarily to pay initial commissions, ongoing service
fees and certain distribution-related expenses, respectively. Amounts
payable under the Rule 12b-1 Plan are subject to such further limitations
as the Trustees may from time to time determine and as set forth in the
registration statement of each Trust as from time to time in effect.
C. EXPENSES
Under the Multiple Distribution System, all expenses incurred by a Fund are
borne proportionately by each class of shares based on the relative net
assets attributable to each such class, except for the (i) different
distribution and service fees (and any other costs relating to implementing
the Rule 12b-1 Plan or an amendment to such Plan including obtaining
shareholder approval of the Rule 12b-1 Plan or an amendment to such Plan);
(ii) printing and postage expenses; and (iii) shareholder servicing fees
attributable to a class, which will be borne directly by each respective
class.
D. CONVERSION FEATURES
1. Conversion of Class B shares
If a shareholder's Class B shares of a Fund remain outstanding for a
specified period of time, they will automatically convert to Class A
shares of that Fund at the relative net asset values of each of the
classes, and will thereafter be subject to the lower fee under the Class
A Rule 12b-1 Plan. Shares purchased through the reinvestment of
distributions paid in respect of Class B shares will be treated as Class
B shares for purposes of the payment of the distribution and service fees
under the Rule 12b-1 Plan applicable to Class B shares. However, for
purposes of conversion to Class A, all shares in a shareholder's account
that were purchased through the reinvestment of distributions paid in
respect of Class B shares (and which have not converted to Class A shares
as provided above) will be held in a separate sub-account. Each time any
Class B shares in the shareholder's account (other than those in the
sub-account) convert to Class A, a portion of the Class B shares then in
the sub-account will also convert to Class A. The portion will be
determined by the ratio that the shareholder's Class B shares not
acquired through distributions that are converting to Class A bears to
the shareholder's total Class B shares not acquired through
distributions.
2. Conversion of Other Classes
Any other class of shares may provide that shares in that class (the
"Purchase Class") will, after a period of time, automatically convert
into another class of shares (the "Target Class") in accordance with the
provisions of Rule 18f-3. Such a conversion feature would be described in
the relevant Fund's prospectus.
3. General
Any conversion of shares of one class to shares of another class would be
subject to the continuing availability of a ruling of the Internal
Revenue Service or an opinion of legal counsel to the effect that the
conversion of these shares does not constitute a taxable event under
federal tax law. Any such conversion may be suspended if such a ruling or
opinion is no longer available. In the event such conversion does not
occur, these shares would continue to be subject for an indefinite period
to the higher distribution fees and, in some cases, higher shareholder
servicing fees of the class.
E. EXCHANGE FEATURES
Each class of shares may have different exchange features applicable to the
shares of that class. Currently, Class A shares of a Fund may be exchanged,
either all or in part, at net asset value for Class A shares of another
Fund. Class A shares of MFS Cash Reserve Fund may be exchanged for Class A
shares of another Fund at net asset value plus that Fund's normal front-end
load (except in certain situations described in MFS Cash Reserve Fund's
prospectus). Class B shares may be exchanged, either all or in part, at net
asset value for Class B shares of another Fund. Class C shares may be
exchanged, either all or in part, at net asset value for Class C shares of
another Fund. Class I shares may be exchanged, either all or in part, at net
asset value for Class I shares of another Fund available for purchase by the
shareholder and for shares of the MFS Money Market Fund. Class J shares of a
Fund may be exchanged, either all or in part, at net asset value for Class J
shares of another Fund. With respect to an exchange involving shares subject
to a CDSC, the CDSC will be unaffected by the exchange and the holding
period for purposes of calculating the CDSC will carry over to the acquired
shares. Each exchange is subject to share availability and must involve
shares having an aggregate minimum value as set forth in the Fund's
prospectus. Shares of one class may not be exchanged for shares of any other
class.
F. PLAN DURATION
This Plan shall continue in effect indefinitely unless terminated or amended
as provided herein.
G. TERMINATION AND AMENDMENT PROCEDURE
This Plan may be terminated at any time by a vote of a majority of the
Trustees who are not "interested persons" of the Trust ("Disinterested
Trustees") or by a vote of the holders of a "majority of the outstanding
voting securities" of the Trust. No material amendment may be made to this
Plan without the approval of a majority of the Trustees, including a
majority of the Disinterested Trustees, after a finding that the Plan is in
the best interests of each class of shares individually and each Fund as a
whole. This Plan may be amended without Trustee approval to make a change
that is not material which includes, by way of example, to supply any
omission, to cure, correct or supplement any ambiguous, defective or
inconsistent provision hereof.
H. SCOPE OF TRUST'S OBLIGATIONS
A copy of the Declaration of Trust of each Trust is on file with the
Secretary of State of The Commonwealth of Massachusetts. It is acknowledged
that the obligations of or arising out of this Plan are not binding upon any
of the Trust's trustees, officers, employees, agents or shareholders
individually, but are binding solely upon the assets and property of the
Trust in accordance with its proportionate interest hereunder. If this Plan
is adopted by the Trust on behalf of one or more series of the Trust, it is
further acknowledged that the assets and liabilities of each series of the
Trust are separate and distinct and that the obligations of or arising out
of this Plan are binding solely upon the assets or property of the series on
whose behalf the Trust has adopted this Plan. If the Trust has adopted this
Plan on behalf of more than one series of the Trust, it is also acknowledged
that the obligations of each series hereunder shall be several and not
joint, in accordance with its proportionate interest hereunder, and no
series shall be responsible for the obligations of another series.
I. MISCELLANEOUS PROVISIONS
As used in this Plan, the terms "interested person" and "majority of the
outstanding voting securities" are used as defined in the 1940 Act. This
Plan shall be administered and construed in accordance with the laws of The
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act
and the Rules and Regulations promulgated thereunder. If any provision of
this Plan shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of the Plan shall not be affected thereby.
<PAGE>
EXHIBIT A
Dated: May 27, 1998
MFS SERIES TRUST I:
MFS Managed Sectors Fund
MFS Cash Reserve Fund
MFS World Asset Allocation Fund
MFS Strategic Growth Fund
MFS Research Growth and Income Fund
MFS Core Growth Fund MFS Equity Income Fund
MFS Special Opportunities Fund
MFS Convertible Securities Fund
MFS Blue Chip Fund
MFS New Discovery Fund
MFS Science and Technology Fund
MFS Research International Fund
MFS Real Estate Investment Fund
MFS SERIES TRUST II:
MFS Emerging Growth Fund
MFS Large Cap Growth Fund
MFS Intermediate Income Fund
MFS Charter Income Fund
MFS SERIES TRUST III:
MFS High Income Fund
MFS Municipal High Income Fund
MFS High Yield Opportunities Fund
MFS SERIES TRUST IV:
MFS Municipal Bond Fund
MFS Mid Cap Growth Fund
MFS SERIES TRUST V:
MFS Total Return Fund
MFS Research Fund
MFS International Opportunities Fund
MFS International Strategic Growth Fund
MFS International Value Fund
MFS Asia Pacific Fund
MFS SERIES TRUST VI:
MFS World Total Return Fund
MFS Utilities Fund
MFS World Equity Fund
MFS SERIES TRUST VII:
MFS World Governments Fund
MFS Capital Opportunities Fund
MFS SERIES TRUST VIII:
MFS Strategic Income Fund
MFS World Growth Fund
MFS SERIES TRUST IX:
MFS Bond Fund
MFS Limited Maturity Fund
MFS Municipal Limited Maturity Fund
MFS SERIES TRUST X:
MFS Government Mortgage Fund
MFS/Foreign & Colonial Emerging Markets Equity Fund
MFS International Growth Fund
MFS International Growth and Income Fund
MFS Strategic Value Fund
MFS Small Cap Value Fund
MFS Emerging Markets Debt Fund
MFS SERIES TRUST XI:
MFS Union Standard Equity Fund
Vertex All Cap Fund
Vertex Contrarian Fund
Vertex Research All Cap Fund
Vertex Growth Fund
Vertex Discovery Fund
<PAGE>
MFS MUNICIPAL SERIES TRUST:
MFS Alabama Municipal Bond Fund
MFS Arkansas Municipal Bond Fund
MFS California Municipal Bond Fund
MFS Florida Municipal Bond Fund
MFS Georgia Municipal Bond Fund
MFS Maryland Municipal Bond Fund
MFS Massachusetts Municipal Bond Fund
MFS Mississippi Municipal Bond Fund
MFS New York Municipal Bond Fund
MFS North Carolina Municipal Bond Fund
MFS Pennsylvania Municipal Bond Fund
MFS South Carolina Municipal Bond Fund
MFS Tennessee Municipal Bond Fund
MFS Virginia Municipal Bond Fund
MFS West Virginia Municipal Bond Fund
MFS Municipal Income Fund
Massachusetts Investors Trust
Massachusetts Investors Growth Stock Fund
MFS Growth Opportunities Fund
MFS Government Securities Fund
MFS Government Limited Maturity Fund
