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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE MFS SERIES TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
LOUIS NAVELLIER and NAVELLIER MANAGEMENT, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-(6)(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
SEC 1913 (12/95)
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OPPOSITION PROXY STATEMENT
OF
LOUIS NAVELLIER AND NAVELLIER MANAGEMENT, INC.
THE MFS SERIES TRUST SPECIAL MEETING OF SHAREHOLDERS
MAY 23, 1997
9:30 A.M.
500 BOYLSTON STREET
BOSTON, MASSACHUSETTS 02116
_______________
TO OUR FELLOW MFS AGGRESSIVE SMALL CAP EQUITY FUND (FORMERLY NAVELLIER
AGGRESSIVE SMALL CAP EQUITY PORTFOLIO) SHAREHOLDERS:
Louis Navellier and Navellier Management, Inc. urge you to vote AGAINST
retaining MFS as investment advisor of the MFS Series Trust. MFS and the
Trustees of the MFS Series Trust have sent you a white proxy card asking you
to vote for approval of MFS to act as investment advisor to your Fund. Do
NOT vote their white proxy card. Please vote AGAINST on our enclosed GOLD
proxy card.
A vote AGAINST the MFS proposal is only a vote against hiring MFS as
investment advisor. It is not a vote on Navellier's merger proposal. Passage
of Navellier's merger proposal would require a separate shareholder vote
approving the merger proposal, a separate proxy statement which is presently
pending and which would have to be approved by the SEC and approval by the
present or future Board of Trustees of the Fund.
We urge you to vote AGAINST MFS' proposal for the following reasons:
- - If you vote AGAINST MFS, that may help you to demonstrate your interest and
set the stage for having another shareholder meeting shortly after this
vote, to vote on returning Navellier Management, Inc. as Investment Advisor
of your assets through a TAX-FREE merger WITHOUT having to redeem your
shares.
- - MFS does NOT apply the unique quantitative analysis methodology which
Navellier developed and which you chose when you invested in the Fund.
- - On March 13, 1997, the independent Trustees of your Fund chose not to renew
Navellier Management, Inc. (the investment advisor you chose to manage your
assets) as Investment Advisor of the Fund.
- - We believe that they did not renew Navellier Management, Inc. because they
did not want to approve Navellier's proposal to merge this Fund tax-free
into the Navellier Performance Funds because the merger would have
eliminated their jobs and their pay.
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We believe the independent Trustees put their personal and financial
interests ahead of their fiduciary duties to you and hired MFS in order to save
their jobs. We believe they put their interests ahead of your best interests by
recommending retaining MFS and by attempting to block or delay a shareholder
vote on a merger. We believe that as part of their effort to save their jobs,
the independent Trustees are sending out false and misleading press releases and
proxy statements in which they try to tarnish Navellier by claiming that
Navellier did not provide them with information required by the SEC and state
regulatory agencies. Those assertions are FALSE. Navellier did provide the
Trustees with relevant information and did not have regulatory problems. We
believe that the independent Trustees know there was no valid justification for
their decision not to renew Navellier as investment advisor so they are now
forced to make false accusations in the hope of misleading you to vote for MFS.
Please don't be fooled. In order to further induce you to vote for MFS, MFS is
now offering to lower its investment advisory fees from 1.25% to 0.75% per year
and its administrative fee from 0.25% to 0.0125% per year. Don't be fooled by
their hypothetical cost savings. Please also consider the differences in
investment styles between Navellier and MFS.
We believe that those of you who have remained in the Fund have done so
because you did not want to be forced to pay capital gains tax if you redeemed
out of the Fund to transfer to Navellier and are waiting for an opportunity to
vote on a tax-free merger of the Fund into the Navellier Performance Funds. By
voting AGAINST MFS as investment advisor, you will help to set the stage for the
upcoming shareholder vote (sponsored by Navellier) to vote for a proposed TAX-
FREE merger of the Fund into the Navellier Performance Funds family of funds.
We anticipate sending you our opposition proxy material regarding the MFS
proposal on May 15, 1997.
We strongly urge you to vote AGAINST MFS' proposal and to mark the enclosed
Navellier GOLD proxy card AGAINST and to send it to:
Navellier Group
c/o
MacKENZIE PARTNERS
156 FIFTH AVENUE
NEW YORK, NEW YORK 10010
IT IS IMPORTANT THAT YOU MARK THE NAVELLIER GOLD PROXY CARD AGAINST AND
RETURN IT TO THE NAVELLIER GROUP c/o MacKENZIE PARTNERS. This will make it more
difficult for MFS to get approval of its proposal than if you don't return your
card.
IF YOU HAVE ALREADY SIGNED AN MFS WHITE PROXY CARD AND VOTED IN FAVOR OF
HIRING MFS, YOU MAY REVOKE THAT PROXY BY MARKING THE NAVELLIER GOLD PROXY CARD
AGAINST AND RETURNING IT TO THE NAVELLIER GROUP c/o MacKENZIE PARTNERS, 156
FIFTH AVENUE, NEW YORK, NEW YORK 10010 OR BY DELIVERING A WRITTEN NOTICE OF
REVOCATION TO THE SECRETARY OF THE MFS SERIES TRUST.
Sincerely,
________________________
Louis G. Navellier
Navellier Management, Inc.
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INTRODUCTION
This opposition proxy statement is being furnished in connection with the
solicitation of Louis G. Navellier and Navellier Management, Inc. (collectively
the "Navellier Group"). The Navellier Group is soliciting your proxy in order
to vote AGAINST the Trustees' proposal to hire MFS as investment advisor to the
MFS Aggressive Small Cap Equity Fund of the MFS Series Trust (formerly named The
Navellier Series Fund) (the "Fund"). Louis Navellier is a shareholder of the
Fund and presently owns 1,606.594 shares of the Fund. He is also the 100% owner
and founder of Navellier Management, Inc. which was the original investment
advisor to your Fund and managed the Fund's investments from January 1, 1994 to
March 15, 1997 when the independent Trustees chose to let Navellier's management
contract terminate and unilaterally substituted MFS as the Fund's investment
advisor. If you vote at a later shareholder meeting for a merger into the
Navellier Performance Funds and that merger takes place, Navellier Management,
Inc. would be the investment advisor and would receive compensation for being
your investment advisor. Based on calls from over 2,000 Fund shareholders, we
believe that the shareholders still want the Navellier Group to manage the Fund.
THE NAVELLIER GROUP STRONGLY RECOMMENDS YOU VOTE AGAINST THE MFS PROPOSAL
We strongly urge you to vote AGAINST MFS' proposal for the following
reasons:
- - If you vote AGAINST MFS, that may help you to demonstrate your interest and
set the stage for having another shareholder meeting shortly after this
vote, to vote on returning Navellier Management, Inc. as Investment Advisor
of your assets through a proposed TAX-FREE merger WITHOUT having to redeem
your shares.
- - MFS does NOT apply the unique quantitative analysis methodology which
Navellier developed and which you chose when you invested in the Fund.
- - On March 13, 1997, the independent Trustees of your Fund chose not to renew
Navellier Management, Inc. (the investment advisor you chose to manage your
assets) as Investment Advisor of the Fund.
- - We believe that they did not renew Navellier Management, Inc. because they
did not want to approve Navellier's proposal to merge this Fund tax-free
into the Navellier Performance Funds because the merger would have
eliminated their jobs and their pay.
In order to induce you to vote for MFS, MFS is offering to lower their
management fees from 1.25% to 0.75% per year and their administrative fee from
0.25% to 0.0125% per year. Don't be fooled. Please also consider the
differences in investment styles between Navellier and MFS.
By voting AGAINST MFS, you will prevent MFS from continuing to manage your
Fund and you may increase the chances of a tax-free merger of the Fund into The
Navellier Performance Funds where Navellier Management, Inc. would again be your
investment advisor. (In order for a merger to occur, Navellier's pending merger
proxy (N-14) would have to be approved by the SEC, the shareholders would have
to vote to approve the merger and the present or a newly elected Board of
Trustees would have to vote to approve the merger.)
We believe that those of you who have remained in the Fund have done so
because you did not want to be forced to pay capital gains taxes if you redeemed
out of the Fund to transfer to Navellier. By voting AGAINST MFS as investment
advisor, you will set the stage for the upcoming
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shareholder vote (sponsored and paid for by Navellier) for a proposed tax-free
merger of the Fund into the Navellier Performance Fund.
AGAIN, IT IS IMPORTANT THAT YOU SIGN NAVELLIER'S GOLD PROXY CARD AND VOTE
"AGAINST" ON THAT CARD AND THAT YOU RETURN THE GOLD PROXY CARD TO MACKENZIE
PARTNERS. This will make it more difficult for MFS to get approval of its
proposal than if you don't return your card.
IF YOU HAVE ALREADY SIGNED AN MFS WHITE PROXY CARD AND VOTED IN FAVOR OF
HIRING MFS, YOU MAY REVOKE THAT PROXY BY MARKING THE NAVELLIER GOLD PROXY CARD
AGAINST AND RETURNING IT TO THE NAVELLIER GROUP c/o MacKENZIE PARTNERS, 156
FIFTH AVENUE, NEW YORK, NEW YORK 10010 OR BY DELIVERING A WRITTEN NOTICE OF
REVOCATION TO THE SECRETARY OF THE MFS SERIES TRUST.
VOTING INFORMATION
As more fully described in this opposition proxy statement, the Meeting has been
called by the Trustees of the MFS Series Trust for the following purpose:
PROPOSAL 1. Approval of an Investment Advisory Agreement with MFS.
THE NAVELLIER GROUP STRONGLY RECOMMENDS THAT YOU VOTE AGAINST MFS BEING
INVESTMENT ADVISOR TO THE FUND.
As described below, defeat of the MFS proposal requires an AGAINST vote of
at least 33% plus one vote of the Fund Shares present in person or represented
by proxy at the Meeting if a quorum (more than 50% of the outstanding shares
present or represented by proxy) or more than 50% of the outstanding shares
entitled to vote, whichever is less. Therefore, if 33% plus one vote or more of
those present at the meeting or more than 50% of the outstanding shares vote
AGAINST the MFS proposal, MFS will not be the investment advisor.
TRUSTEE DISINFORMATION
The Navellier Group believes the Trustees put their personal and financial
interests ahead of their fiduciary duties to you and that they are recommending
that MFS be hired in order to save their jobs. The Navellier Group believes
that as part of their effort, the Trustees have put out a proxy statement and
press releases accusing Navellier of failure to provide them with information;
of having SEC regulatory problems and of general mismanagement. Those
accusations are FALSE. We believe they are made to mislead you into voting for
MFS and against any proposed merger to regain Navellier as your investment
advisor. Don't be fooled by the Trustees' claims. We believe they put their
interests ahead of your best interests by recommending retaining MFS and by
attempting to block or delay a shareholder vote on a merger. The Trustees claim
to be independent. We believe they are not. We believe they are recommending
MFS in order to preserve their jobs and pay for another 18 months and possibly
longer. They claim they are independent because their "present intent" is to
resign within 18 months of the shareholder vote. However, they will be paid
between $10,000-$20,000 per year during the time they remain on the Board, and
if you look at their statements, they are not even promising to resign within 18
months -- only that it is their "present intent" to do so. They could change
their "present intent" and could remain on the Board and continue to be paid
indefinitely.
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In contrast, Navellier's merger proposal (which is not before shareholders
at this meeting) would eliminate the present Trustees' jobs and pay immediately.
We believe the real reason the "independent" Trustees refused to renew Navellier
Management, Inc. as investment advisor, removed Mr. Navellier and Mr. Alpers
from the Board, have attempted to block and delay Navellier's merger proposal,
have recommended MFS, have written and issued false and misleading press
releases, have stated publicly that they would never approve a merger, and have
rushed their shareholder meeting on MFS to May 23, 1997 instead of waiting to
give the shareholders an opportunity to also consider at the same meeting, a
vote on Navellier's merger proposal is because the Trustees are intent on
entrenching themselves (i.e. remaining) as Trustees by putting their own
financial and personal interests ahead of your interests.
MFS' proxy statement states that their decision to replace Navellier with
MFS was based on Navellier's alleged failure to provide them with information.
That is blatantly untrue. MFS' proxy statement does not disclose that Navellier
disputes that assertion. MFS fails to mention that on November 11, 1996, the
Trustees DROPPED their demand for further information and told Navellier to file
a proxy statement on the merger with the SEC for SEC review. Navellier filed
the merger proxy material with the SEC on March 7, 1997. MFS and the Trustees
fail to mention that the Trustees contacted the SEC and requested the SEC to
take action to force Navellier to produce information (including proprietary
financial information) but that the SEC took no position on the Trustees'
request for additional information.
The Trustees claim they did not have information necessary to decide
whether to renew Navellier's contract. That is untrue. The Trustees fail to
mention that they previously hired Navellier and renewed its contract in May
1995, and again renewed Navellier's contract on May 11, 1996 for six months and
then again renewed Navellier's contract on November 11, 1996 for four months and
did so each time without the information they now claim they needed in order to
renew Navellier's contract. If Navellier was really refusing to provide
necessary information to the Trustees, the Navellier Group believes they would
not have renewed Navellier's investment contract.
THE TRUSTEES' EFFORTS TO PREVENT A MERGER VOTE
The Trustees oppose Navellier's proposed merger and have attempted to block
or delay a shareholder vote on the merger, to wit:
On March 13, 1997, the Trustees refused to renew Navellier Management, Inc.
as Investment Advisor to the Fund and then immediately claimed that Navellier
Management, Inc. lacked the authority to proceed with a proxy on the merger
which was already pending before the Securities and Exchange Commission.
On March 13, 1997, Trustee Simon instructed the Fund's Transfer Agent and
Custodian, Rushmore Trust & Savings FSB, not to provide Navellier (Mr. Navellier
was still a Trustee of the Fund at the time) with any information regarding
shareholder lists, shareholder redemptions, etc. -- information that was
necessary to Navellier to solicit for its merger proposal.
On March 26, 1997, the Trustees prepared and disseminated a false and
misleading "press release" (really a proxy solicitation) falsely accusing
Navellier Management, Inc. of SEC and state regulatory problems and of failing
to provide the Trustees with information. (Of course, none of these pretextual
reasons had been given as the reasons for the Trustees not renewing Navellier's
contract at the March 13, 1997 Board of Trustees meeting.) The Trustees'
accusations are false. Navellier provided the Trustees with all information
required by law. Likewise, there is no merit to the Trustees' assertion that
there were SEC or state regulatory problems. The SEC conducted a
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routine examination of the Fund (as it does with most new funds) in 1995. The
SEC made several routine comments to which Navellier properly responded. The
SEC took no action against the Fund or Navellier. The Trustees were aware in
1995 of this routine examination and had no complaints. In fact, the Trustees
renewed Navellier's management and administrative contracts TWICE thereafter (on
May 11, 1996 and again on November 11, 1996). If they REALLY had any concerns
or if there really were any regulatory problems, the Navellier Group believes
that the Trustees would not have renewed Navellier's contracts twice thereafter.
The Navellier Group believes that the Trustees only invented these "reasons"
after press articles came out favorable to Navellier and only after huge numbers
of shareholders began redeeming out of the Fund (and transferring to other
Navellier managed funds). We believe the Trustees are now sending this false,
self-serving "press release" (which the Trustees wrote themselves) in an effort
to discredit Navellier Management, Inc. in the eyes of the Fund's remaining
shareholders and thereby condition the shareholders to vote in their favor and
against Navellier's merger proposal.
On April 10, 1997, the independent Trustees held a special Board of
Trustees meeting to remove Louis Navellier and Alan Alpers as Trustees of the
Fund. The Navellier Group believes the Trustees removed Messrs. Navellier and
Alpers so that the Trustees could avoid giving Navellier information regarding
shareholder lists, redemptions and other information necessary for Navellier's
opposition proxy. However, to remove Messrs. Navellier and Alpers, they needed
a 2/3 vote of the Trustees which they did not have. So the Trustees voted to
increase the number of Trustees from 5 to 6; then filled the newly created
vacancy with an MFS officer; and then voted to remove Messrs. Navellier and
Alpers. No reasons were given for their removal at that meeting.
On April 11, 1997, Navellier first learned that MFS had (on March 24, 1997)
instructed Deloitte & Touche, LLP, the independent auditor for the Fund, to not
provide Navellier with a consent to the use of the auditor's report on the Fund
financial statements as part of Navellier's proxy materials. The auditor's
consent is an essential Securities Act requirement for the clearing and use of
proxy materials on a merger.
On April 16, 1997, the Trustees refused Navellier's legitimate demand for a
shareholder list. Because of this and the Trustees' other actions, Mr.
Navellier was forced to go to court to seek injunctive relief ordering the
Trustees and MFS to cease obstructing Navellier's proxy solicitation efforts.
THE COURT ORDERS THE TRUSTEES TO STOP INTERFERING WITH NAVELLIER'S PROXY
SOLICITATION
On May 2, 1997, the United States District Court for the Northern District
of California ordered the Trustees to: "permit [Navellier] to obtain a current
shareholder list of Trust shareholders" and "to authorize Deloitte & Touche or
any other relevant agent to permit [Navellier] to use financial statements of
the Trust" and to "not otherwise obstruct [Navellier's] efforts to have the
Trustees call a special meeting of the shareholders."
ADDITIONAL VOTING INFORMATION
The record date for determining shareholders entitled to notice of and to
vote at the Special Meeting is April 16, 1997 (the "Record Date"). Shareholders
of record of the Fund at the close of business on April 16, 1997 will be
entitled to one vote for each share (beneficial interest) of the Fund he/she/it
owns and a fractional vote for each fraction of a share (beneficial interest) of
the Fund he/she/it owns. There were 5,269,046 outstanding shares of the Fund
entitled to vote as of April 16, 1997. Louis Navellier owned 1,606.594 shares
on April 16, 1997 and intends to vote "AGAINST" approval of the MFS investment
advisory contract.
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A quorum for the Fund must be present in person or represented by Proxy for
the transaction of business at the Meeting. The holders of record of a majority
of the Fund Shares outstanding at the close of business on that Record Date
present in person or represented by proxy will constitute a quorum for the
Meeting of the Shareholders of the Fund. A quorum being present, the
disapproval at the Meeting by the shareholders of the Fund of the MFS contract
requires an AGAINST vote of at least 33% plus one vote of the outstanding shares
of the Fund present in person or represented by proxy at the Meeting or more
than 50% of the outstanding shares entitled to vote, whichever is less.
If either (i) a quorum is not present at the Meeting or (ii) a quorum is present
but sufficient votes in favor of or against a matter proposed at the Meeting (a
"Proposal"), as set forth in the Notice of this Meeting, are not received by May
23, 1997, then the persons named as attorneys and proxies in the enclosed proxy
("Proxies") may propose one or more adjournments of the Meeting to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of at least a majority of the shares present in person or by
proxy entitled to vote. The persons named as Proxies will vote those proxies
that such persons are required to vote FOR such Proposal in favor of such an
adjournment and will vote those proxies required to be voted AGAINST such
Proposal against such an adjournment.
The individuals named as Proxies on the enclosed GOLD proxy card will vote in
accordance with your direction, as indicated thereon, if your proxy card is
received and is properly executed. If you properly execute your proxy and give
no voting instructions with respect to a Proposal, your shares will be voted
against the Proposal. The duly-appointed Proxies, in their discretion, may vote
upon such other matters as may properly come before the Meeting. Mr. Navellier
and the Navellier Group are not aware of any other matters to come before the
Meeting.
PROXY SOLICITATION
Proxies will be solicited by mail and, if necessary to obtain the requisite
representation of Shareholders, the Navellier Group also may solicit proxies by
telephone, telegraph, and/or personal interview by representatives of Mr.
Navellier, Navellier Management, Inc., employees of Navellier Management, Inc.
or their affiliates, and by representatives of MacKenzie Partners, an
independent proxy solicitation firm hired by the Navellier Group. MacKenzie
Partners is being paid a $15,000 base fee by the Navelier Group plus an
incentive of $25,000 if the Navellier Group is successful in defeating MFS'
proposal. Navellier Management, Inc., whose principal location is One East
Liberty Street, Third Floor, Reno, Nevada 89501, will bear the costs of its
solicitation, including the costs such as the preparation and mailing of the
notice, the opposition proxy statement, and the proxy, and the solicitation of
proxies, including reimbursement to persons who forward proxy materials to their
clients, and the expenses connected with the solicitation of these proxies in
person, by telephone, or by telegraph. Banks, brokers, and other persons
holding Fund Shares registered in their names or in the names of their nominees
will be reimbursed for their expenses incurred in sending proxy materials to and
obtaining proxies from the beneficial owners of such Portfolio Shares.
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REVOCATION OF PROXIES
You may revoke the proxy on your GOLD card: (i) at any time prior to the proxy's
exercise by written notice to the Navellier Group c/o MacKenzie Partners at the
above address prior to the Meeting; (ii) by the subsequent execution and return
of another proxy card prior to the Meeting; or (iii) by being present and voting
in person at the Meeting and giving oral notice of revocation to the Chairman of
the Meeting.
AGAIN, IT IS IMPORTANT THAT YOU SIGN NAVELLIER'S GOLD PROXY CARD AND VOTE
"AGAINST" ON THAT CARD AND THAT YOU RETURN THE GOLD PROXY CARD TO MACKENZIE
PARTNERS.
Dated May 15, 1997 Sincerely,
Louis G. Navellier and Navellier Management, Inc.
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GOLD PROXY
THIS PROXY IS SOLICITED BY AND ON BEHALF OF LOUIS NAVELLIER
AND NAVELLIER MANAGEMENT, INC. ("NAVELLIER GROUP")
Proxy for the May 23, 1997 Special Meeting of Shareholders,
MFS(R) Aggressive Small Cap Equity Fund
The undersigned hereby appoints LOUIS NAVELLIER and SAMUEL KORNHAUSER and each
of them, proxies with several powers of substitution, to vote for the
undersigned at the Special Meeting of Shareholders of MFS AGGRESSIVE SMALL CAP
EQUITY FUND, to be held at 500 Boylston Street, Boston, Massachusetts, on May
23, 1997, notice of which meeting and the Opposition Proxy Statement
accompanying the same have been received by the undersigned, or at any
adjournment thereof, upon the following matters as described in the accompanying
Opposition Proxy Statement.
WHEN PROPERLY EXECUTED, THIS PROXY WILL REVOKE ALL PRIOR PROXIES AND WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. ALL
PROPOSALS (SET FORTH ON THE REVERSE OF THIS PROXY CARD) HAVE BEEN PROPOSED BY
THE BOARD OF TRUSTEES. IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS PROXY
CARD WILL BE VOTED "AGAINST" ITEM 1. THE PROXY WILL BE VOTED IN ACCORDANCE WITH
THE PROXIES' DISCRETION AS TO ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE
THE MEETING.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
Please sign this proxy exactly as your name appears on this card. Joint owners
should each sign personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears, a majority
must sign. If a corporation, this signature should be that of an authorized
officer who should state his or her title.
THE NAVELLIER GROUP RECOMMENDS VOTING "AGAINST" ITEM 1)
1) APPROVAL OF INVESTMENT For Against Abstain
ADVISORY AGREEMENT WITH MFS ___ ___ ___
Date:___________________________________________________________________________
Signature:______________________________________________________________________
Title or Authority:_____________________________________________________________
Signature if Held Jointly:______________________________________________________
PLEASE BE SURE TO MARK, SIGN AND DATE THIS PROXY.
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