<PAGE>
As filed with the Securities and Exchange Commission on March 31, 1999
1933 Act File No. 33-34502
1940 Act File No. 811-6102
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 14
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 16
MFS(R) SERIES TRUST VI
(Exact Name of Registrant as Specified in Charter)
500 Boylston, Street, Boston, Massachusetts 02116
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: 617-954-5000
Stephen E. Cavan, Massachusetts Financial Services Company
500 Boylston Street, Boston, Massachusetts 02116
(Name and Address of Agent for Service)
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
It is proposed that this filing will become effective (check appropriate box)
|_| immediately upon filing pursuant to paragraph (b)
|_| on [date] pursuant to paragraph (b)
|X| |_| 60 days after filing pursuant to paragraph (a)(i)
|_| _________________ 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(R) GLOBAL EQUITY FUND
SUPPLEMENT DATED JUNE 1, 1999 TO THE CURRENT PROSPECTUS
THIS SUPPLEMENT DESCRIBES THE FUND'S CLASS J SHARES, AND IT SUPPLEMENTS CERTAIN
INFORMATION IN THE FUND'S PROSPECTUS DATED MARCH 1, 1999. THE CAPTION HEADINGS
USED IN THIS SUPPLEMENT CORRESPOND WITH THE CAPTION HEADINGS USED IN THE
PROSPECTUS.
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.
1. EXPENSE SUMMARY
EXPENSE TABLE. The "Expense Table" describes the fees and expenses that you
may pay when you buy, redeem and hold shares of the fund. The table is
supplemented as follows:
SHAREHOLDER FEES (fees paid directly from your investment)
Class J
Maximum Sales Charge (Load) Imposed on Purchase
(as a percentage of offering price) ............................. 3.00%
Maximum Deferred Sales Charge (Load) (as a percentage
of original purchase price or redemption proceeds, whichever
is less) ........................................................ None
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fees ........................................... 1.00%
Distribution and Service (12b-1) Fees ..................... 0.95%
Other Expenses(1) (2) ..................................... 0.35%
----
Total Annual Fund Operating Expenses ...................... 2.30%
- ----------
(1) 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. The fund may enter into other
similar arrangements and directed brokerage arrangements, which would also
have the effect of reducing the fund's expenses. "Other Expenses" do not
take into account these expense reductions, and therefore do not represent
the actual expenses of the fund.
(2) "Other Expenses" are estimated.
EXAMPLE OF EXPENSES. The "Example of Expenses" table is intended to help you
compare the cost of investing in the fund with the cost of investing in other
mutual funds. Class J expenses are as follows:
SHARE CLASS YEAR 1 YEAR 3
----------- ------ ------
Class J shares $527 $997
2. DESCRIPTIONS OF SHARE CLASSES
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, 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
value plus an initial sales charge as follows:
Sales Charge as
Percentage of:
----------------------------
Amount of Purchase Net Amount
Offering Price Invested
All amounts 3.00% 3.09%
DISTRIBUTION AND SERVICE FEES. The fund has adopted a plan under Rule 12b-1
that permits it to pay marketing and other fees to support the sale and
distribution of J shares and the services provided to you by your financial
adviser. The class J annual distribution and service fees are equal to 0.95%
shares (0.25% service fee and 0.70% distribution fee), and are paid out of the
assets of class J. These fees are paid to MFD by the fund, and MFD in turns pays
a portion of these fees to dealers.
3. HOW TO PURCHASE, EXCHANGE AND REDEEM SHARES
The discussion of "How to Purchase, Exchange and Redeem Shares" is supplemented
as follows:
HOW TO PURCHASE SHARES. You can establish an account by having your financial
adviser process your purchase. 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.
HOW TO EXCHANGE SHARES. 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") offered through your financial institution at
net asset value. Class J shares do not convert to any other class of shares of
the fund.
HOW TO REDEEM SHARES. You may withdraw all or any portion of the value of
your account on any date the fund is open for business by selling your shares to
the fund through a dealer, who may charge you a fee. If the dealer receives your
order prior to the close of regular trading on the New York Stock Exchange and
communicates it to MFS before the close of the business on the same day, you
will receive the net asset value calculated on that day, reduced by an amount of
any income tax required to be withheld.
4. INVESTOR SERVICES AND PROGRAMS
The shareholder services, as 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.
THE DATE OF THIS SUPPLEMENT IS JUNE 1, 1999.
<PAGE>
THE PROSPECTUS DATED MARCH 1, 1999 OF MFS GLOBAL EQUITY FUND (THE "FUND") IS
INCORPORATED IN THIS POST-EFFECTIVE AMENDMENT NO. 14 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 2, 1999.
<PAGE>
THE STATEMENT OF ADDITIONAL INFORMATION DATED MARCH 1, 1999 OF MFS GLOBAL EQUITY
FUND (THE "FUND") IS INCORPORATED IN THIS POST-EFFECTIVE AMENDMENT NO. 14 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 2, 1999.
<PAGE>
MFS SERIES TRUST VI
MFS(R) Global Equity FunD
PART C
ITEM 23. FINANCIAL STATEMENTS AND EXHIBITS
MFS GLOBAL TOTAL RETURN FUND
(a) FINANCIAL STATEMENTS INCLUDED IN PART A: For the five years
ended October 31, 1998:
FINANCIAL STATEMENTS INCLUDED IN PART B:
At October 31, 1998:
Portfolio of Investments*
Statement of Assets and Liabilities*
For the two years ended October 31, 1998:
Statement of Changes in Net Assets*
For the year ended October 31, 1998:
Statement of Operations*
- ----------
* Incorporated herein by reference to the Fund's Annual Report to Shareholders
dated October 31, 1998, filed with the Securities and Exchange Commission
("SEC") on December 30, 1998.
MFS UTILITIES FUND
(a) FINANCIAL STATEMENTS INCLUDED IN PART A: For the five years
ended October 31, 1998:
Financial Highlights
FINANCIAL STATEMENTS INCLUDED IN PART B:
At October 31, 1998:
Portfolio of Investments*
Statement of Assets and Liabilities*
For the two years ended October 31, 1998:
Statement of Changes in Net Assets*
For the year ended October 31, 1998:
Statement of Operations*
- ----------
* Incorporated herein by reference to the Fund's Annual Report to Shareholders
dated October 31, 1998, filed with the SEC on December 30, 1998.
MFS GLOBAL EQUITY FUND
(a) FINANCIAL STATEMENTS INCLUDED IN PART A: For the five years
ended October 31, 1998:
Financial Highlights
FINANCIAL STATEMENTS INCLUDED IN PART B:
At October 31, 1998:
Portfolio of Investments*
Statement of Assets and Liabilities*
For the year ended October 31, 1998:
Statement of Operations*
For the two years ended October 31, 1998:
Statement of Changes in Net Assets*
- ----------
* Incorporated herein by reference to the Fund's Annual Report to Shareholders
dated October 31, 1998, filed with the SEC on December 30, 1998.
-------------------------
(b) EXHIBITS
1 (a) Amended and Restated Declaration of Trust of the
Registrant, dated February 2, 1995. (1)
(b) Amendment to Declaration of Trust, dated June 12,
1996. (5)
(c) Amendment to the Declaration of Trust redesignating
Class P shares as Class I Shares, dated December 19,
1996. (9)
(d) Amendment to the Declaration of Trust to change the
names of certain series of the Trust, dated August
24, 1998. (12)
(e) Form of Certification of Amendment to The Declaration
of Trust - Establishment and Designation of Classes;
filed herewith.
2 Amended and Restated By-Laws, dated December 14, 1994.
(1)
3 Form of Certificate representing ownership of the
Registrant's Classes of Shares. (4)
4 (a) Investment Advisory Agreement between MFS Worldwide
Total Return Trust and Massachusetts Financial Services
Company, dated August 10, 1990. (1)
(b) Investment Advisory Agreement between MFS Utilities
Fund and Massachusetts Financial Services Company,
dated September 1, 1993. (1)
(c) Investment Advisory Agreement between MFS World Equity
Fund and Massachusetts Financial Services Company, dated
September 1, 1993. (1)
(d) Amendment to the Investment Advisory Agreement between
MFS Global Equity Fund (formerly, MFS World Equity Fund)
and Massachusetts Financial Services Company, dated as
of July 1, 1998. (12)
5 (a) Dealer Agreement between MFS Fund Distributors, Inc.
("MFD") and a dealer, dated December 28, 1994 and the
Mutual Fund Agreement between MFD and a bank or NASD
affiliate, as amended on April 11, 1997. (6)
(b) Distribution Agreement between the Trust and MFS Fund
Distributors, Inc., dated January 1, 1995. (1)
6 Retirement Plan for Non-Interested Person Trustees,
dated February 10, 1999. (13)
7 (a) Custodian Agreement between Registrant and State
Street Bank and Trust Company, dated August 10,
1990. (1)
(b) Amendment to Custodian Agreement, dated September 5,
1990. (1)
(c) Amendment to Custodian Agreement, dated September 11,
1991. (1)
8 (a) Shareholder Servicing Agreement between the
Registrant and MFS Service Center, Inc., dated August
10, 1990. (1)
(b) Amendment to Shareholder Servicing Agreement, dated
January 1, 1998. (13)
(c) Exchange Privilege Agreement dated July 30, 1997 , 1995.
(3)
(d) Dividend Disbursing Agency Agreement, dated August
10, 1990. (1)
(e) Loan Agreement by and among the Banks named therein, the
MFS Funds named therein, and The First National Bank of
Boston, dated February 21, 1995. (2)
(f) 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. (7)
(g) Master Administrative Services Agreement, dated March 1,
1997, as amended. (10)
9 (a) Consent and Opinion of Counsel, dated February 25,
1998. (11)
(b) Legal Opinion Consent, dated March 31, 1999; filed
herewith.
10 (a) Consent of Ernst & Young LLP - MFS Global Total
Return Fund, MFS Utilities Fund and MFS Global Equity
Fund. (12).
(b) Consent of Deloitte & Touche LLP - MFS Global Equity
Fund. (12).
11 Not Applicable.
12 Not Applicable.
13 Form of Amended and Restated Master Distribution Plan
pursuant to Rule 12b-1 under the Investment Company Act
of 1940, effective January 1, 1997, as amended and
restated April 14, 1999; filed herewith.
14 Financial Data Schedules for each Class of each Series.
(12).
15 Plan pursuant to Rule 18f-3(d) under the Investment
Company Act of 1940, as amended and restated May 27,
1998. (8).
Power of Attorney, dated August 11, 1994. (1)
Power of Attorney, dated February 19, 1998. (11)
- ----------
(1) Incorporated by reference to Registrant's Post-Effective Amendment No. 8
filed with the SEC via EDGAR on October 23, 1995.
(2) Incorporated by reference to 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 Massachusetts Investors Growth Stock Fund
(File Nos. 2-14677 and 811-859) Post-Effective Amendment No. 64 filed with
the SEC via EDGAR on October 29, 1997.
(4) 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.
(5) Incorporated by reference to Registrant's Post-Effective Amendment No. 10
filed with the SEC via EDGAR on August 28, 1996.
(6) 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.
(7) 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.
(8) Incorporated by reference to MFS Series Trust II (File Nos. 33-7637 and
811-4775) Post-Effective Amendment No. 27 filed with the SEC via EDGAR on
May 29, 1998.
(9) Incorporated by reference to the Registrant's Post-Effective Amendment
No. 11 filed with the SEC via EDGAR on February 28, 1997.
(10) 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 11, 1998.
(11) Incorporated by reference to the Registrant's Post-Effective Amendment
No. 12 filed with the SEC via EDGAR on February 27, 1998.
(12) Incorporated by reference to the Registrant's Post-Effective Amendment
No. 13 filed with the SEC via EDGAR on December 30, 1998.
(13) Incorporated by reference to MFS Government Limited Maturity Fund (File
Nos. 2-96738 and 811-4253) Post-Effective Amendment No. 20 filed with the
SEC via EDGAR on February 26, 1999.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 25. INDEMNIFICATION
Reference is hereby made to (a) Article V of the Registrant's
Amended and Restated Declaration of Trust dated February 2, 1995; and (b)
Section 9 of the Shareholder Servicing Agent Agreement, both of which were filed
with the SEC on October 23, 1995 as part of the Registrant's Post-Effective
Amendment No. 8.
The Trustees and officers of the Registrant and the personnel of the
Registrant's investment adviser and distributor are insured under an errors and
omissions liability insurance policy. The Registrant and its officers are also
insured under the fidelity bond required by Rule 17g-1 under the Investment
Company Act of 1940, as amended.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
MFS serves as investment adviser to the following open-end Funds
comprising the MFS Family of Funds (except the Vertex Funds mentioned below):
Massachusetts Investors Trust, Massachusetts Investors Growth Stock Fund, MFS
Growth Opportunities Fund, MFS Government Securities Fund, MFS Government
Limited Maturity Fund, MFS Series Trust I (which has thirteen series: MFS
Managed Sectors Fund, MFS Cash Reserve Fund, MFS Global Asset Allocation Fund,
MFS Strategic Growth Fund, MFS Research Growth and Income Fund, MFS Core Growth
Fund, MFS Equity Income Fund, MFS 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 four series: MFS Emerging Growth Fund, MFS Large Cap Growth Fund, MFS
Intermediate Income Fund and MFS Charter Income Fund), MFS Series Trust III
(which has three series: MFS High Income Fund, MFS Municipal High Income Fund
and MFS High Yield Opportunities Fund), MFS Series Trust IV (which has four
series: MFS Money Market Fund, MFS Government Money Market Fund, MFS Municipal
Bond Fund and MFS Mid Cap Growth Fund), MFS Series Trust V (which has five
series: MFS Total Return Fund, MFS Research Fund, MFS International
Opportunities Fund, MFS International Strategic Growth Fund and MFS
International Value Fund), MFS Series Trust VI (which has three series: MFS
Global Total Return Fund, MFS Utilities Fund and MFS Global Equity Fund), MFS
Series Trust VII (which has two series: MFS Global Governments Fund and MFS
Capital Opportunities Fund), MFS Series Trust VIII (which has two series: MFS
Strategic Income Fund and MFS Global Growth Fund), MFS Series Trust IX (which
has five series: MFS Bond Fund, MFS Limited Maturity Fund, MFS Municipal Limited
Maturity Fund, MFS Research Bond Fund and MFS Intermediate Investment Grade Bond
Fund), MFS Series Trust X (which has seven series: 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 and MFS Emerging Markets Debt Fund), MFS Series Trust XI
(which has four series: MFS Union Standard Equity Fund, Vertex All Cap Fund,
Vertex U.S. All Cap Fund and Vertex Contrarian Fund), 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 ten 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 U.S. All Cap 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 known as the MFS
Funds after January 1999 (which will have 11 portfolios as of January 1999):
U.S. Equity Fund, U.S. Emerging Growth Fund, U.S. High Yield Bond Fund, U.S.
Dollar Reserve Fund, Charter Income Fund, U.S. Research Fund, U.S. Strategic
Growth Fund, Global Equity Fund, European Equity Fund and European Corporate
Bond Fund) (the "MIL Funds"). The MIL Funds are organized in Luxembourg and
qualify as an undertaking for collective investments in transferable securities
(UCITS). The principal business address of the MIL Funds is 47, Boulevard Royal,
L-2449 Luxembourg.
MIL also serves as investment adviser to and distributor for MFS
Meridian U.S. Government Bond Fund, MFS Meridian Charter Income Fund, MFS
Meridian Global Governments Fund, MFS Meridian U.S. Emerging Growth Fund, MFS
Meridian Global Equity Fund, MFS Meridian Limited Maturity Fund, MFS Meridian
Global Growth Fund, MFS Meridian Money Market Fund, MFS Meridian Global Balanced
Fund, MFS Meridian U.S. Equity Fund, MFS Meridian Research Fund, MFS Meridian
U.S. High Yield Fund, MFS Meridian Emerging Markets Debt Fund, MFS Meridian
Strategic Growth Fund and MFS Meridian Global Asset Allocation Fund and the MFS
Meridian Research International Fund (collectively the "MFS Meridian Funds").
Each of the MFS Meridian Funds is organized as an exempt company under the laws
of the Cayman Islands. The principal business address of each of the MFS
Meridian Funds is P.O. Box 309, Grand Cayman, Cayman Islands, British West
Indies.
MFS International (U.K.) Ltd. ("MIL-UK"), a private limited company
registered with the Registrar of Companies for England and Wales whose current
address is Eversheds, Senator House, 85 Queen Victoria Street, London, England
EC4V 4JL, is involved primarily in marketing and investment research activities
with respect to private clients and the MIL Funds and the MFS Meridian Funds.
MFS Institutional Advisors (Australia) Ltd. ("MFSI-Australia"), a
private limited company organized under the Corporations Law of New South Wales,
Australia whose current address is Level 27, Australia Square, 264 George
Street, Sydney, NSW2000, Australia, is involved primarily in investment
management and distribution of Australian superannuation unit trusts and acts as
an investment adviser to institutional accounts.
MFS Holdings Australia Pty Ltd. ("MFS Holdings Australia"), a
private limited company organized pursuant to the Corporations Law of New South
Wales, Australia whose current address is Level 27, Australia Square, 264 George
Street, Sydney, NSW2000 Australia, and whose function is to serve primarily as a
holding company.
MFS Fund Distributors, Inc. ("MFD"), a wholly owned subsidiary of
MFS, serves as distributor for the MFS Funds, MVI and MFSIT.
MFS Service Center, Inc. ("MFSC"), a wholly owned subsidiary of MFS,
serves as shareholder servicing agent to the MFS Funds, the MFS Closed-End
Funds, MFSIT and MVI.
MFS Institutional Advisors, Inc. ("MFSI"), a wholly owned subsidiary
of MFS, provides investment advice to substantial private clients.
MFS Retirement Services, Inc. ("RSI"), a wholly owned subsidiary of
MFS, markets MFS products to retirement plans and provides administrative and
record keeping services for retirement plans.
Massachusetts Investment Management Co., Ltd. (MIMCO), a wholly
owned subsidiary of MFS, is a corporation incorporated in Japan. MIMCO, whose
address is Kamiyacho-Mori Building, 3-20, Tranomon 4-chome, Minato-ku, Tokyo,
Japan, is involved in investment management activities.
MFS Heritage Trust Company ("MFS Trust"), a New Hampshire-chartered
limited-purpose trust company whose current address is 650 Elm Street, Suite
404, Manchester, NH 03101, provides directed trustee services to retirement
plans.
MIMCO
Jeffrey L. Shames, Arnold D. Scott and Mamoru Ogata are Directors,
Shaun Moran is the Representative Director, Joseph W. Dello Russo is the
Statutory Auditor, Robert DiBella is the President and Thomas B. Hastings is the
Assistant Statutory Auditor.
MFS
The Directors of MFS are Jeffrey L. Shames, Arnold D. Scott, John W.
Ballen, Kevin R. Parke, Thomas J. Cashman, Jr., Joseph W. Dello Russo, William
W. Scott, Donald A. Stewart and John D. McNeil. Mr. Shames is the Chairman and
Chief Executive Officer, Mr. Ballen is President and Chief Investment Officer,
Mr. Arnold Scott is a Senior Executive Vice President and Secretary, Mr. William
Scott, Mr. Cashman, Mr. Dello Russo and Mr. Parke are Executive Vice Presidents
(Mr. Joseph W. Dello Russo is also Chief Financial Officer and Chief
Administrative Officer), (Mr. Parke is also Chief Equity Officer), 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, 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, Geoffrey L. Schechter, Vice
President of MFS, 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 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.
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.
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 D. Laupheimer is a Senior Vice President, Brian E. Stack is a
Vice President, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is
the Assistant Treasurer, Stephen E. Cavan is the Secretary and Robert T. Burns
is the Assistant Secretary.
MIL
Peter D. Laird is President and a Director, Arnold D. Scott, Jeffrey
L. Shames and Thomas J. Cashman, Jr. are Directors, Stephen E. Cavan is a
Director, Senior Vice President and the Clerk, Robert T. Burns is an Assistant
Clerk, Joseph W. Dello Russo, Executive Vice President and Chief Financial
Officer of MFS, is the Treasurer and Thomas B. Hastings is the Assistant
Treasurer.
MIL-UK
Peter D. Laird is President and a Director, Thomas J. Cashman,
Arnold D. Scott and Jeffrey L. Shames are Directors, Stephen E. Cavan is a
Director and the Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B.
Hastings is the Assistant Treasurer and Robert T. Burns is the Assistant
Secretary.
MFSI - AUSTRALIA
Thomas J. Cashman, Jr. is President and a Director, Graham E.
Lenzer, John A. Gee and David Adiseshan are Directors, Stephen E. Cavan is the
Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer, and Robert T. Burns is the Assistant Secretary.
MFS HOLDINGS - AUSTRALIA
Jeffrey L. Shames is the President and a Director, Arnold D. Scott,
Thomas J. Cashman, Jr., and Graham E. Lenzer are Directors, Stephen E. Cavan is
the Secretary, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer, and Robert T. Burns is the Assistant Secretary.
MFD
Arnold D. Scott and Jeffrey L. Shames are Directors, William W.
Scott, Jr., an Executive Vice President of MFS, is the President, Stephen E.
Cavan is the Secretary, Robert T. Burns is the Assistant Secretary, Joseph W.
Dello Russo is the Treasurer, and Thomas B. Hastings is the Assistant Treasurer.
MFSC
Arnold D. Scott and Jeffrey L. Shames are Directors, Joseph A.
Recomendes, a Senior Vice President and Chief Information Officer of MFS, is
Vice Chairman and a Director, Janet A. Clifford is the President, Joseph W.
Dello Russo is the Treasurer, Thomas B. Hastings is the Assistant Treasurer,
Stephen E. Cavan is the Secretary, and Robert T. Burns is the Assistant
Secretary.
MFSI
Thomas J. Cashman, Jr., Jeffrey L. Shames, and Arnold D. Scott are
Directors, Joseph J. Trainor is the President and a Director, Leslie J. Nanberg
is a Senior Vice President, a Managing Director and a Director, Kevin R. Parke
is the Executive Vice President and a Managing Director, George F. Bennett, Jr.,
John A. Gee, Brianne Grady, Joseph A. Kosciuszek and Joseph J. Trainor are
Senior Vice Presidents and Managing Directors, Joseph W. Dello Russo is the
Treasurer, Thomas B. Hastings is the Assistant Treasurer and Robert T. Burns is
the Secretary.
RSI
Arnold D. Scott is the Chairman and a Director, Martin E. Beaulieu
is the President, William W. Scott, Jr. is a Director, Joseph W. Dello Russo is
the Treasurer, Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan
is the Secretary and Robert T. Burns is the Assistant Secretary.
The Directors of MFS Trust are Martin E. Beaulieu, Stephen E. Cavan,
Janet A. Clifford, Joseph W. Dello Russo and Joseph A. Kosciuszek. Mr. Cavan is
President, Mr. Dello Russo is Treasurer, and Robert T. Burns is Clerk of MFS
Trust.
In addition, the following persons, Directors or officers of MFS,
have the affiliations indicated:
Donald A. Stewart 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 27. DISTRIBUTORS
(a) Reference is hereby made to Item 26 above.
(b) Reference is hereby made to Item 26 above; the principal
business address of each of these persons is 500 Boylston Street, Boston,
Massachusetts 02116.
(c) Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
The accounts and records of the Registrant are located, in whole or
in part, at the office of the Registrant and the following locations:
NAME ADDRESS
---- -------
Massachusetts Financial Services 500 Boylston Street
Company (investment adviser) Boston, MA 02116
MFS 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 29. MANAGEMENT SERVICES
Not applicable.
ITEM 30. UNDERTAKINGS
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Boston and
The Commonwealth of Massachusetts on the 30th day of March, 1999.
MFS SERIES TRUST VI
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 March 30, 1999.
SIGNATURE TITLE
--------- -----
JEFFREY L. SHAMES* Chairman, President (Principal
- ------------------------------- Executive Officer) and Trustee
Jeffrey L. Shames
W. THOMAS LONDON* Treasurer (Principal Financial
- ------------------------------- Officer and Principal Accounting
W. Thomas London Officer)
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
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
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. 8 filed with the
Securities and Exchange Commission via
EDGAR on October 23, 1995; and (ii) a
Power of Attorney dated February 19,
1998, incorporated by reference to the
Registrant's Post-Effective Amendment
No. 12 filed with the Securities and
Exchange Commission via EDGAR on
February 27, 1998.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
- ----------- ---------------------- --------
1 (e) Form of Certification of Amendment to the
Declaration of Trust - Establishment and
Designation of Classes.
9 (b) Legal Opinion Consent
13 Form of Amended and Restated Master Distribution
Plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940; effective January 1, 1997,
as amended and restated April 14, 1999.
<PAGE>
EXHIBIT NO. 99.1(e)
MFS SERIES TRUST VI
CERTIFICATION OF AMENDMENT
TO THE DECLARATION OF TRUST
ESTABLISHMENT AND DESIGNATION
OF CLASSES
Pursuant to Section 6.10 of the Amended and Restated Declaration of Trust
dated February 3, 1995 (the "Declaration") of MFS Series Trust VI, 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, do hereby divide the shares of MFS Global Equity Fund, a
series of MFS Series Trust VI, 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 _______th day of April, 1999 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, III
63 Atlantic Avenue 35 Farm Road
Boston, MA 02110 Sherborn, MA 01770
- ------------------------- -------------------------
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
45 Singletree Road 38 Lake Avenue
Chestnut Hill, MA 02167 Newton, MA 02159
- ------------------------- -------------------------
Sir J. David Gibbons J. Dale Sherratt
"Leeward" 86 Farm Road
5 Leeside Drive Sherborn, MA 01770
"Point Shares"
Pembroke, Bermuda HM 05 -------------------------
Ward Smith
- ------------------------- 36080 Shaker Blvd
Abby M. O'Neill Hunting Valley, OH 44022
200 Sunset Road
Oyster Bay, NY 11771
<PAGE>
EXHIBIT 99.9(b)
LEGAL OPINION CONSENT
I consent to the incorporation by reference in this Post-Effective Amendment
No. 14 to the Registration Statement (File Nos. 33-34502 and 811-6102) (the
"Registration Statement") of MFS Series Trust VI (the "Trust"), of my opinion
dated February 25, 1998, appearing in Post-Effective Amendment No. 12 to the
Trust's Registration Statement.
JAMES R. BORDEWICK, JR.
James R. Bordewick, Jr.
Assistant Secretary
Boston, Massachusetts
March 30, 1999
<PAGE>
EXHIBIT NO. 99.13
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 April 14, 1999
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% (in the case of the MFS Emerging Growth Fund) or 0.70% (in the
case of the MFS Global Equity Fund) 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: April 14, 1999
- -------------------------------------------------------------------------------
CLASSES OF SHARES
COVERED BY RULE DATE RULE 12b-1
FUND 12B-1 PLAN PLAN ADOPTED
- -------------------------------------------------------------------------------
MFS Managed Sectors Fund A,B January 1, 1997
- -------------------------------------------------------------------------------
MFS Cash Reserve Fund A,B,C January 1, 1997
- -------------------------------------------------------------------------------
MFS Global 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
- -------------------------------------------------------------------------------
FS 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 B,C,J* May 27, 1998
- -------------------------------------------------------------------------------
MFS Global Total Return Fund A,B,C January 1, 1997
- -------------------------------------------------------------------------------
MFS Utilities Fund A,B,C January 1, 1997
- -------------------------------------------------------------------------------
MFS Global Equity Fund A,B,C,J January 1, 1997;
April 14, 1999
(J shares)
- -------------------------------------------------------------------------------
MFS Strategic Income Fund A,B,C January 1, 1997
- -------------------------------------------------------------------------------
MFS Global 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
- -------------------------------------------------------------------------------
- ----------------
* The Class J shares of CIF have the same characteristics as Class A
shares of the other MFS Funds identified above.
<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
