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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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14a-6(e)(2))
THE MFS SERIES TRUST
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MFS AGGRESSIVE SMALL CAP EQUITY FUND
500 Boylston Street
Boston, Massachusetts, 02116
May 15, 1997
Dear Shareholder:
A special meeting of shareholders of MFS Aggressive Small Cap Equity Fund will
be held on May 23, 1997. This is a very important meeting. As a shareholder you
are being asked to approve your Board of Trustees' decision to retain
Massachusetts Financial Services Company (MFS) as the new adviser of your fund.
Your Board of Trustees unanimously recommends that you vote FOR this agreement.
Please sign, date and mail today the WHITE proxy card in the enclosed
postage-paid envelope.
WHO IS MFS?
MFS is America's oldest mutual fund organization dating back to 1924, and as of
January 31,1997, has net assets under management of approximately $54 billion on
behalf of 2.3 million investor accounts. Mr. John W. Ballen, a Senior Vice
President of MFS, is the portfolio manager for your fund. Mr. Ballen has been
with MFS since 1984 and is its chief equity officer.
MFS PERFORMANCE
MFS' record speaks for itself. MFS manages two other mutual funds like your
fund, categorized in the Lipper Small Company Growth Funds universe. MFS OTC
Fund (OTC) and MFS Emerging Equities Fund (MEE) have one year total returns of
19.4% and 19.5%, respectively, compared to your fund's performance of 15.4%
under Navellier. This performance is superior to the performance of your fund
under Navellier. The two-year cumulative return for OTC and MEE was 46.0% and
71.8%, respectively, compared to 66.2% for your fund under Navellier. All these
returns assume the reinvestment of distributions but exclude the effects of any
sales charges.
MFS OFFERS LOWER COSTS
MFS has agreed to reduce your Fund's investment advisory and administrative fees
almost 50% (equal to a reduction of 73.5 basis points) as follows:
o a 40% reduction in your fund's investment advisory fee from 125 basis
points, the rate previously paid to Navellier, to 75 basis points.
o a 94% reduction in your fund's administrative fee from 25 basis points, the
rate previously paid to Navellier, to 1.5 basis points.
MFS is able to offer your Fund these lower fees while providing at least the
same level of service the Fund received from Navellier. While past performance
is not a guarantee of future performance, fee reductions contribute to better
performance year after year.
DO NOT BE MISLED
As you may imagine, Navellier is not happy by the actions of your Board. It may
threaten his business and his reputation. Last year, Navellier earned fees of
approximately $2.6 million from your fund.
Please be assured that your Board takes its responsibility seriously. We felt
compelled not to renew Navellier as the fund's adviser because of Navellier's
repeated failures to provide your Board with information as required by federal
securities laws and, ultimately, our loss of confidence in Navellier's operation
of the fund.
Navellier claims your Board acted without your approval. Your Board is required
to act on your behalf, which we have done. And, we are now asking you to approve
our actions at the special shareholder meeting. DO NOT let Navellier mislead you
into thinking that we are trying to save our jobs. Our actions are NOT about job
security. The real issue is our responsibility of providing you with a fund
manager with integrity and performance and at a lower cost.
Navellier talks about a tax-free merger. Voting to approve MFS as your fund's
investment adviser has NO tax implications for you. Whether or not you approve
MFS as the adviser, the results of this meeting have NO impact on your ability
to consider a tax-free merger into Navellier's Performance Funds or any other
mutual fund at a later date.
YOUR VOTE IS IMPORTANT
Your Board of Trustees believes that the agreement with MFS is in your best
interest and urges you to vote FOR approval of this agreement.
Please sign, date and mail today the WHITE proxy card in the enclosed
postage-paid envelope.
Sincerely,
DONALD A. SIMON
Donald A. Simon
Chairman of the Board
