MFS Variable Insurance Trust
09/13/2024 | Press release | Distributed by Public on 09/13/2024 11:24
Proxy Statement - Form DEF 14A
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETINGS TO BE HELD ON NOVEMBER 14, 2024.
THISPROXYSTATEMENTISAVAILABLEATwww.proxy-direct.com/mfs-34067
MFS®VARIABLEINSURANCETRUST
MFS®GlobalEquitySeriesMFS®ResearchSeries
MFS®GrowthSeriesMFS®TotalReturnBondSeries
MFS®InvestorsTrustSeriesMFS®TotalReturnSeries
MFS®MidCapGrowthSeriesMFS®UtilitiesSeries
MFS®NewDiscoverySeriesMFS®ValueSeries
MFS®VARIABLEINSURANCETRUSTII
MFS®BlendedResearchCoreEquityPortfolioMFS®HighYieldPortfolio
MFS®CoreEquityPortfolioMFS®International Growth Portfolio
MFS® Corporate Bond PortfolioMFS® International Intrinsic Value Portfolio
MFS® Emerging Markets Equity PortfolioMFS® Massachusetts Investors Growth Stock Portfolio
MFS® Global Governments Portfolio MFS® Research International Portfolio
MFS® Global Growth PortfolioMFS® Income Portfolio
MFS® Global Research PortfolioMFS® Technology Portfolio
MFS®Global Tactical Allocation PortfolioMFS®U.S.GovernmentMoneyMarketPortfolio
MFS®Government Securities Portfolio
MFS®VARIABLEINSURANCETRUSTIII
MFS®BlendedResearchSmallCapEquityPortfolioMFS®Limited Maturity Portfolio
MFS® Conservative Allocation PortfolioMFS® Mid Cap Value Portfolio
MFS® Global Real Estate Portfolio MFS® Moderate Allocation Portfolio
MFS® Growth Allocation PortfolioMFS® New Discovery Value Portfolio
MFS®Inflation-AdjustedBondPortfolio
111HuntingtonAvenue,Boston,Massachusetts02199
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 14, 2024
A Special Meeting of Shareholders of each of the above referenced funds (each, a "Fund" and collectively, the "Funds") will be held at 111HuntingtonAvenue,Boston,Massachusetts 02199,at 10:30 a.m., Eastern Standard Time on Thursday, November 14, 2024, for the following purposes:
ITEM1.To elect, effective as of January 1, 2025, Steven E. Buller, John A. Caroselli, Maureen R. Goldfarb, Peter D. Jones, John P. Kavanaugh, James W. Kilman, Jr., Clarence Otis, Jr., Michael W. Roberge, Maryanne L. Roepke, Paula E. Smith, Laurie J. Thomsen, and Darrell A. Williams as Trustees of each of the Trusts of whichtheFundsareseries;and
ITEM2.TotransactsuchotherbusinessasmayproperlycomebeforetheMeetingandany adjournmentsthereof.
Each Fund will hold its meeting simultaneously with each other Fund. With respect to Item1, all of the shareholdersofFundsthatareseriesofthesameTrustwillvotetogetherasasingleclass.
THE TRUSTEES THAT OVERSEE YOUR FUND RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM 1.
Only a Fund's shareholders of record on August 23, 2024 will be entitled to vote at that Fund's Meeting of Shareholders.
ByorderoftheBoardofTrustees
CHRISTOPHERR.BOHANE
AssistantSecretaryandAssistantClerk
September 17, 2024
YOUR VOTE IS IMPORTANT. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, THEN WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND RETURNING THE ENCLOSED PROXY OR RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF A SECOND SOLICITATION FOR YOUR FUND. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.
MFS®VARIABLEINSURANCETRUST
MFS®GlobalEquitySeriesMFS®ResearchSeries
MFS®GrowthSeriesMFS®TotalReturnBondSeries
MFS®InvestorsTrustSeriesMFS®TotalReturnSeries
MFS®MidCapGrowthSeriesMFS®UtilitiesSeries
MFS®NewDiscoverySeriesMFS®ValueSeries
MFS®VARIABLEINSURANCETRUSTII
MFS®BlendedResearchCoreEquityPortfolioMFS®HighYieldPortfolio
MFS®CoreEquityPortfolioMFS®International Growth Portfolio
MFS® Corporate Bond PortfolioMFS® International Intrinsic Value Portfolio
MFS® Emerging Markets Equity PortfolioMFS® Massachusetts Investors Growth Stock Portfolio
MFS® Global Governments Portfolio MFS® Research International Portfolio
MFS® Global Growth PortfolioMFS® Income Portfolio
MFS® Global Research PortfolioMFS® Technology Portfolio
MFS®Global Tactical Allocation PortfolioMFS®U.S.GovernmentMoneyMarketPortfolio
MFS®Government Securities Portfolio
MFS®VARIABLEINSURANCETRUSTIII
MFS®BlendedResearchSmallCapEquityPortfolioMFS®Limited Maturity Portfolio
MFS® Conservative Allocation PortfolioMFS® Mid Cap Value Portfolio
MFS® Global Real Estate Portfolio MFS® Moderate Allocation Portfolio
MFS® Growth Allocation PortfolioMFS® New Discovery Value Portfolio
MFS®Inflation-AdjustedBondPortfolio
PROXY STATEMENT
September 17, 2024
This Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Trustees (the "Board") of MFS Variable Insurance Trust, MFS Variable Insurance Trust II and MFSVariableInsuranceTrustIII(each,a"Trust"andcollectively,the"Trusts")tobeusedatthe SpecialMeeting ofShareholders(the"Meeting")ofeachfundthatisaseriesofoneoftheTrusts(each,a"Fund"andcollectively, the "Funds") to be held at 10:30 a.m., Eastern Standard Time on Thursday, November 14, 2024 at 111 Huntington Avenue, Boston, Massachusetts 02199, for the purposes set forth in the accompanying Notice of a Special Meeting of Shareholders(the"Notice").InformationregardingtheBoardofTrusteescanbefoundinthesectionof this Proxy Statement entitled "Election of Trustees."
Shareholdersofrecordatthecloseofbusinesson August 23, 2024 willbeentitledtoonevoteforeach dollar of net asset value held on that date. Each fractional dollar amount will be entitled to a proportionate fractionalvote.Onthatdate,sharesofthe Fundswereownedbyseparateaccountsestablishedby certain insurance companies to fund benefits under variable contracts issued by those insurance companies. Each such insurance company will solicit voting instructions with respect to shares held by the separateaccountsfromownersofandparticipantsandpayeesundervariablecontracts("contractowners") having a voting interest in the separate accounts. All shares of each Fund held by a separate account will bevoted.Sharesforwhichnotimelyvotinginstructionsarereceivedwillbevotedinthesameproportion assharesforwhichinstructionsarereceived. As a result, it is possible that a small number of contract owners may determine the outcome of the vote. Certain of the Funds were also owned by MFS® Conservative Allocation Portfolio, MFS® Moderate Allocation Portfolio and/or MFS® Growth Allocation Portfolio, which are fund-of-funds that only invest in other funds advised by Massachusetts Financial Services Company ("MFS").
On August 23, 2024,thefollowingnumberofshareswereoutstandingforeachFund:
|
Shares Outstanding |
||
|
Fund Name |
Initial Class |
Service Class |
|
MFS Blended Research Core Equity Portfolio |
4,448,546.701 |
2,387,111.662 |
|
MFS Blended Research Small Cap Equity Portfolio |
3,056,465.170 |
5,446,070.533 |
|
MFS Conservative Allocation Portfolio |
184,239.574 |
27,499,653.444 |
|
MFS Core Equity Portfolio |
6,241,043.627 |
3,132,080.545 |
|
MFS Corporate Bond Portfolio |
3,899,451.623 |
11,160,322.851 |
|
MFS Emerging Markets Equity Portfolio |
1,185,469.402 |
1,564,495.274 |
|
MFS Global Equity Series |
1,837,886.238 |
529,857.049 |
|
MFS Global Governments Portfolio |
9,958,865.586 |
66,978.539 |
|
MFS Global Growth Portfolio |
1,567,016.138 |
334,437.083 |
|
MFS Global Real Estate Portfolio |
8,199,789.992 |
3,990,014.828 |
|
Shares Outstanding |
||
|
Fund Name |
Initial Class |
Service Class |
|
MFS Global Research Portfolio |
2,100,570.522 |
186,076.061 |
|
MFS Global Tactical Allocation Portfolio |
2,051,603.186 |
24,193,544.551 |
|
MFS Government Securities Portfolio |
17,039,769.538 |
10,249,913.913 |
|
MFS Growth Allocation Portfolio |
328,160.271 |
29,530,319.753 |
|
MFS Growth Series |
22,498,948.942 |
8,621,765.156 |
|
MFS High Yield Portfolio |
42,969,722.985 |
5,383,342.478 |
|
MFS Income Portfolio |
3,266,500.436 |
900,493.181 |
|
MFS Inflation-Adjusted Bond Portfolio |
11,037,908.051 |
9,858,323.611 |
|
MFS International Growth Portfolio |
8,193,889.918 |
9,102,241.951 |
|
MFS International Intrinsic Value Portfolio |
9,653,104.243 |
37,009,116.244 |
|
Shares Outstanding |
||
|
Fund Name |
Initial Class |
Service Class |
|
MFS Investors Trust Series |
10,350,345.349 |
11,141,308.775 |
|
MFS Limited Maturity Portfolio |
21,806,238.454 |
8,181,470.405 |
|
MFS Massachusetts Investors Growth Stock Portfolio |
25,100,176.966 |
18,800,250.140 |
|
MFS Mid Cap Growth Series |
25,665,475.014 |
16,960,670.403 |
|
MFS Mid Cap Value Portfolio |
26,961,315.292 |
25,128,376.144 |
|
MFS Moderate Allocation Portfolio |
557,149.275 |
85,169,719.825 |
|
MFS New Discovery Series |
22,031,486.864 |
38,788,900.733 |
|
MFS New Discovery Value Portfolio |
4,628,784.825 |
2,023,605.008 |
|
MFS Research International Portfolio |
19,481,654.554 |
7,269,205.407 |
|
MFS Research Series |
13,238,111.267 |
9,491,333.087 |
|
Shares Outstanding |
||
|
Fund Name |
Initial Class |
Service Class |
|
MFS Technology Portfolio |
767,796.018 |
3,937,017.056 |
|
MFS Total Return Bond Series |
67,194,052.387 |
67,166,387.940 |
|
MFS Total Return Series |
43,082,094.423 |
52,533,193.351 |
|
MFS U.S. Government Money Market Portfolio |
174,450,748.820 |
100,665,156.830 |
|
MFS Utilities Series |
15,482,882.488 |
18,262,094.456 |
|
MFS Value Series |
62,913,939.392 |
57,689,497.469 |
Withrespect toItem1,eachTrust willvote separately.This means that foreachTrust,thevotesofshareholdersofallFundsthatareseriesofthatTrustwillbevotedtogetherasasingleclass.
ThemailingaddressofeachTrustandofeachFundis111HuntingtonAvenue,Boston,Massachusetts 02199. The Trustees of the Trusts and employees of Massachusetts Financial Services Company ("MFS"),the Funds' investment adviser and administrator, may solicit proxies in person or by telephone. The NoticeofaSpecialMeetingoftheShareholders,thisProxyStatementandtheproxycardarebeingmadeavailable to shareholders of record as of August 23, 2024, the record date, beginning on or about September 17, 2024. Upon request and without charge, the Trusts will furnish each person to whom this ProxyStatementisdeliveredwithacopyoftheFunds'latestannualandsemi-annualreports(ifany)to shareholders.Youmayobtaincopiesofoneormorereportswithoutchargebycontactingtheinsurance orannuitycompanythroughwhichyoupurchasedyourvariablecontract(ifyouareacontractowner)or bytelephoningtoll-free(800)225-2606,orbywritingtotheTrustattheaddressappearingaboveoron the Funds' website at insurancefunds.mfs.com or by contacting MFS Service Center, Inc., each Fund's transfer andshareholder servicing agent, at 111 Huntington Avenue, Boston, Massachusetts 02199. Directions to the meetinginordertovoteinpersonareavailablebytelephoning(800)225-2606.Theexpensesofthe preparation of proxy statements and related materials, including printing and delivery costs, and vote solicitationarebornebytheFunds.
TheTrustshaveengaged Computershare Trust Company, N.A. ("Computershare"),theproxytabulation agent, to provide shareholder meeting services including the distribution of this Proxy Statement and related materials to shareholders as well as vote solicitation and tracking. A proxy may be revoked prior toitsexercisebyasignedwritingfiledwith Computershare, c/o PO Box 43131, Providence RI, 02490-3131, or by attending the Meetingandvotinginperson.It is anticipatedthat the cost of these services will be approximately $960,193 and may increase substantially in the event that any vote is contested or increased solicitation efforts are required.
ITEM1-ELECTIONOFTRUSTEES
TheBoard,whichoverseeseachTrust,providesbroadsupervisionovertheaffairsofeachTrustandFund.ThoseTrusteeswhoarenot"interestedpersons"(as definedintheInvestmentCompanyActof1940,asamended(the"1940Act"))ofyourTrustorofMFSarereferredtoas"IndependentTrustees"throughoutthis Proxy Statement. MFS is responsible for the investment management of each Trust's assets and for providing a variety of other administrative services to each Trust. The officers of each Trust are responsible for its operations.
As of the date hereof, the Board consists of ten Trustees, nine of whom are Independent Trustees. An Independent Trustee serves as Chair of the Board. Taking into account the number, the diversity and the complexity of the Funds overseen by the Board and the aggregate amount of assets under management in the Trusts, the Board has determined that the efficient conduct of its affairs makes it desirable to delegate responsibility for certain specific matters to the Committees of the Board. Each of the seven standing Committees of theBoard, to which the Board has delegated certain authority and oversight responsibilities, is comprised exclusively of Independent Trustees. For a description of the oversightfunctionsofeachoftheCommittees,see"Committees"below.InconnectionwitheachoftheBoard'sregularmeetings,theIndependentTrusteesmeet separately from MFS with their counsel. The Independent Trustees also meet regularly with the MFSFunds'ChiefComplianceOfficer(whoisalsoMFS' Chief Compliance Officer)toreceivereportsregardingthecomplianceoftheFundswiththefederal securities laws and the Funds' compliance policies and procedures. The Board reviews its leadership structure periodically and believes that its structure is appropriate toenable the Boardtoexercise its oversight of the Trusts.
The Funds have retained MFS as the Funds' investment adviser and administrator. MFS provides each Fund with investment advisory services, and is responsible forday-to-day administration of the Funds and management of the risks that arise from the Funds' investments and operations. Certain employees of MFS serve as theTrusts' officers, including the Trusts' principal executive officer and principal financial and accounting officer. The Board provides oversight of the services provided by MFS and its affiliates, including the risk management activities of MFS and its affiliates (including those related to cybersecurity). In addition, each Committee of the Board provides oversight of risk managementactivitieswithrespecttotheparticularactivitieswithintheCommittee'spurview.Inthecourseofprovidingoversight,theBoardandtheCommitteesreceive a wide range of reports on the Trusts' activities, including reports on each Fund's investment portfolio, the compliance of each Fund with applicable laws, and each Fund's financialaccountingandreporting.The Board meets periodically with the portfolio managers of the Funds to receive reportsregardingthemanagementoftheFunds,includingtheirinvestmentrisks. TheBoardandtherelevantCommitteesmeetperiodicallywithMFS'Chief Enterprise RiskOfficerandMFS'Senior Director of Enterprise Riskto receivereportsonMFS'anditsaffiliates'riskmanagementactivities,includingtheireffortsto(i)identifykeyrisksthatcouldadverselyaffecttheMFSFundsorMFS; (ii)implementprocessesandcontrolstomitigatesuchkeyrisks;and(iii)monitorbusinessandmarketconditionsinordertofacilitatetheprocessesin(i)and (ii)above.Inaddition,theBoardandtherelevantCommitteesoverseetheriskmanagementactivitiesrelatedtothekeyrisksassociatedwithservicesprovidedby variousnon-affiliatedserviceprovidersthroughthereceiptofreportspreparedbyMFS,and,incertaincircumstances,throughthereceiptofreportsdirectlyfrom service providers, such as in the case of each Fund's auditor and custodian. As the Trusts' operations are carried out by service providers, the Board's oversight of the risk management processes of the service providers, including processes to address cybersecurity and other operational failures, is inherently limited.
The Nomination and Compensation Committee of each Board makes recommendations concerning the nominees for Trustees and consists solely of Independent Trustees. Each Nomination and Compensation Committee has recommended that the Board nominate for election by shareholders the 12 nominees described in the following pages, 10 of whom currently serve on each Board, and each Board has nominated such individuals. The Board recommends that you voteinfavoroftheelectionofthenominees.
Each nominee has agreed to serve as a Trustee of each Trust if elected. If, before the Meeting, any nominee refuses or is unable to serve, or if any of the nominees is unavailable at the time of the Meeting, and such refusal or inability to serve or unavailability is not anticipated, the Trustees may vote for other nominees at their discretion, or the Trustees may fix the number of Trustees at fewer than 12 for a Trust. Under the terms of the Boards' retirement policy, an independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of an Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board). Ms. Thomsen will reach 20 years of service in 2025 and is expected to retire effective December 31, 2025. The Board may appoint a Trustee to fill the vacancy left by her retirement or choose to decrease the size of the Board at that time. For each Trust, the 12 nominees for election as Trustees who receive the greatest number of shareholder votes cast at the Meeting, provided a quorum is present, will be elected as Trustees of the Trust. If elected, Ms. Smith and Mr. Williams will serve as Trustees beginning January 1, 2025.
The Funds do not hold annual shareholder meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. This means that each Trustee will be elected to hold office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. It is intended that proxies not limited to the contrary will be voted in favor of electing Steven E. Buller, John A. Caroselli, Maureen R. Goldfarb, Peter D. Jones, John P. Kavanaugh, James W. Kilman, Jr., Clarence Otis, Jr., Michael W. Roberge, Maryanne L. Roepke, Paula E. Smith, Laurie J. Thomsen, and Darrell A. Williams as Trustees of each Trust.
Unless otherwise noted, the following table presents certain information as of September 1, 2024 regarding the nominees, including the current Trustees of each Trust, standingforelection,includingtheirprincipaloccupations during the past five years (their titles may have varied during that period).
|
Name, Age |
Position(s) Held with Fund |
Trustee Since(1) |
Principal Occupations During the Past Five Years |
Other Directorships During the Past Five Years(2) |
|
INTERESTED TRUSTEE NOMINEE |
||||
|
Michael W. Roberge(3) age 57 |
Trustee |
January 2021 |
Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; Chairman of the Board (since January 2022) |
|
|
INDEPENDENT TRUSTEE NOMINEES |
||||
|
John P. Kavanaugh age 69 |
Trustee and Chair of Trustees |
January 2009 |
Private investor |
|
|
Steven E. Buller age 73 |
Trustee |
February 2014 |
Private investor |
|
|
John A. Caroselli age 70 |
Trustee |
March 2017 |
Private investor; JC Global Advisors, LLC (management consulting), President (since 2015) |
|
|
Maureen R. Goldfarb age 69 |
Trustee |
January 2009 |
Private investor |
|
|
Peter D. Jones age 68 |
Trustee |
January 2019 |
Private investor |
|
|
James W. Kilman, Jr. age 63 |
Trustee |
January 2019 |
Burford Capital Limited (finance and investment management), Senior Advisor (since 2021), Chief Financial Officer (2019 - 2021); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016) |
alpha-En Corporation, Director (2016 - 2019) |
|
Clarence Otis, Jr. age 68 |
Trustee |
March 2017 |
Private investor |
VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director |
|
Maryanne L. Roepke age 68 |
Trustee |
May 2014 |
Private investor |
|
|
Paula E. Smith(4) age 61 |
Nominee |
N/A |
PricewaterhouseCoopers LLP (accounting), Partner (until June 2023) |
|
|
Laurie J. Thomsen age 67 |
Trustee |
March 2005 |
Private investor |
The Travelers Companies, Director; Dycom Industries, Inc., Director |
|
Name, Age |
Position(s) Held with Fund |
Trustee Since(1) |
Principal Occupations During the Past Five Years |
Other Directorships During the Past Five Years(2) |
|
Darrell A. Williams(4) age 65 |
Nominee |
N/A |
DuSable Group, LLC (financial advisory and consulting services), Founder & Managing Member (since June 2023), Loop Capital LLC (investment banking, brokerage and advisory services), Managing Partner (2018 - 2020) and Managing Director (2020 - March 2023) |
(1)DatefirstappointedtoserveasTrusteeofanMFSFund.EachTrusteehasservedcontinuouslysinceappointmentunlessindicatedotherwise.
(2)DirectorshipsortrusteeshipsofcompaniesrequiredtoreporttotheSecuritiesandExchangeCommission(i.e.,"publiccompanies").
(3)"Interested person" of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governinginvestmentcompanieslikethefund,asaresultofapositionwithMFS.TheaddressofMFSis111HuntingtonAvenue,Boston,Massachusetts02199.
(4)Ms. Smith and Mr. Williams have been nominated for election to the Board and, if elected, will serve as Trustees beginning January 1, 2025.
Unlessotherwisenoted,eachcurrentTrusteelistedaboveservedasaboardmemberof 135fundswithintheMFSFamilyofFunds(the"MFSFunds")asofdate hereof. The address of each Trustee is c/o MFS, 111 Huntington Avenue, Boston, Massachusetts 02199.
The following provides an overview of the Board's process for identifying individuals for the pool from which Trustee candidates are ultimately selected and the considerations that led the Board to conclude that each individual serving as a Trustee of the Trusts or each proposed nominee should serve as a Trustee. As part of this process, the Board works with the Nomination and Compensation Committee, which recommends qualified Trustee candidates to the Board in the event that a position is vacated or created. Because the Trustees believe that a well-balanced and qualified board is an important component of a strong governance structure, the Board is committed to actively seeking individuals with diverse backgrounds, experience and perspectives, including women and underrepresented minority candidates, for the pool from which Trustee candidates are selected. The current Trustees joined the Board at different points in time since 2005. Generally, no one factor was decisive in the original selection of an individual to join the Board. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individual's business and professional experience and accomplishments; (ii) the individual's ability to work effectively with the other members of the Board; (iii) the individual's prior experience, if any, serving on the boards of public companies (including, where relevant, other investment companies) and other complex enterprises and organizations; and (iv) how the individual's skills, experience and attributes would contribute to an appropriate mix of relevant skills, experience, and perspectives on the Board.
In respect of each current Trustee and each nominee, the individual's substantial professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Trusts, were a significant factor in the determination that the individual should serve as a Trustee of the Trusts. Following is a summary of each current Trustee's and each nominee's professional experience and additional considerations that contributed to the Board's conclusion thatan individual should serve on the Board:
Steven E. Buller, CPA
Mr. Buller has substantial accounting, investment management, and executive experience at firms within the investment management industry. Mr. Buller was the Chief Financial Officer and Managing Director of BlackRock, Inc. ("BlackRock"), where he oversaw BlackRock's tax department, internal audit and control functions, and the global corporate and investment company accounting policy. Prior to joining BlackRock, Mr. Buller was an auditor at Ernst & Young LLP for over 30 years, where he served as Global Director of Asset Management and as the audit partner for various investment company complexes. Mr. Buller was chairman of the Financial Accounting Standards Advisory Council, and was a member of the Standing Advisory Group of the Public Company Accounting Oversight Board (the PCAOB). He has also served on the boards of BlackRock Finco UK, a privately-held company.
John A. Caroselli
Mr. Caroselli has substantial senior executive experience in the financial services industry. Mr. Caroselli is the president of JC Global Advisors, LLC, where he provides consulting services with specialization in strategy development and execution, merger integration, market growth plan design and organizational development. He served as Executive Vice President and Chief Development Officer of First Capital Corporation, Executive Vice President and Chief Strategy Officer of KeySpan Corporation, and Executive Vice President of Corporate Development of AXA Financial. Mr. Caroselli also held senior officer positions with Chase Manhattan Corporation, Chemical Bank, and Manufacturers Hanover Trust.
Maureen R. Goldfarb
Ms. Goldfarb has substantial executive and board experience at firms within the investment management industry. She was the Chief Executive Officer and Chairman of the Board of Trustees of the John Hancock Funds and an Executive Vice President of John Hancock Financial Services, Inc. Prior to joining John Hancock, Ms. Goldfarb was a Senior Vice President with Massachusetts Mutual Life Insurance Company. She also held various marketing, distribution, and portfolio management positions with other investment management firms. Ms. Goldfarb is a former member of the Board of Governors of the Investment Company Institute.
Peter D. Jones
Mr. Jones has substantial senior executive, accounting and investment management experience at firms within the investment management industry. Mr. Jones was the Chairman of Franklin Templeton Institutional, LLC and President of Franklin Templeton Distributors Inc. Mr. Jones formerly was the President of IDEX Distributors, Inc., which oversaw the formation and launch of IDEX Mutual Funds (now part of Transamerica Funds). Mr. Jones is a member of the Investment Advisory Council of the Florida State Board of Administration. Mr. Jones was formerly a CPA and served as Tax Manager at PricewaterhouseCoopers in Tampa, Florida and Atlanta, Georgia. Mr. Jones is a member of the Governing Council of the Independent Directors Council, a
unit of the Investment Company Institute which serves the mutual fund director community. Mr. Jones is also a member of the Investment Committee and a former trustee of the Florida State University Foundation.
John P. Kavanaugh
Mr. Kavanaugh has substantial executive, investment management, and board experience at firms within the investment management and mutual fund industry and is a Chartered Financial Analyst. He was the Chief Investment Officer of The Hanover Insurance Group, Inc., and the President and Chairman of Opus Investment Management, Inc., an investment adviser. Mr. Kavanaugh held research and portfolio management positions with Allmerica Financial and PruCapital, Inc. He previously served on the board of the Independent Directors Council, a unit of the Investment Company Institute which serves the mutual fund independent director community.
James W. Kilman, Jr.
Mr. Kilman has substantial senior executive and investment banking management experience at firms within the investment management industry. Mr. Kilman is currently a Senior Advisor to Burford Capital Limited, a global finance and investment management firm focusing on the law, and the Chief Executive Officer of KielStrand Capital LLC, a family office that makes and manages investments and oversees philanthropic activities. Previously, Mr. Kilman served as the Chief Financial Officer of Burford Capital Limited. Mr. Kilman formerly was the Vice Chairman, Co-Head of Diversified Financials Coverage in the Financial Institutions Banking Group at Morgan Stanley & Co. Prior to joining Morgan Stanley, Mr. Kilman was Managing Director in the Advisory Group within the Fixed Income Division's Mortgage Department at Goldman Sachs & Co. Mr. Kilman also held managerial and investment positions with ABN AMRO Inc. and PaineWebber Inc.
Clarence Otis, Jr.
Mr. Otis has substantial executive, financial, and board experience at publicly-traded and privately-held companies. Mr. Otis was the Chairman and Chief Executive Officer of Darden Restaurants, Inc., the world's largest full-service restaurant company, and where he previously served in other senior positions at Darden Restaurants, including Chief Financial Officer and Executive Vice President. Mr. Otis is a director of VF Corporation, Verizon Communications, Inc., and The Travelers Companies. He is a former director of the Federal Reserve Bank of Atlanta.
Michael W. Roberge
Mr. Roberge is Chairman and Chief Executive Officer of MFS (the MFS Funds' investment adviser) and is a member of the firm's Management Committee and Chairman of the MFS Board of Directors. As Chief Executive Officer, Mr. Roberge sets the strategic priorities for MFS, leading a team responsible for the investment, distribution, finance, human resources, legal and technology functions at the firm. He has substantial executive and investment management experience, having worked for MFS for over 25 years.
Maryanne L. Roepke
Ms. Roepke has substantial executive and compliance experience within the investment management industry. She was a Senior Vice President and the Chief Compliance Officer of American Century Investments, Inc., where she worked for over 30 years. Ms. Roepke served on the board of the American Century SICAV, a mutual fund complex. She is a former member of the Investment Company Institute's Chief Compliance Officer Committee and Risk Management Advisory Committee.
Paula E. Smith
Ms. Smith has substantial senior executive, operational and auditing and accounting experience in the financial services industry. Ms. Smith was an auditor at PricewaterhouseCoopers LLP ("PwC") for over 35 years where she was the lead engagement partner for a number of global financial services firms and served in various asset management industry, operational and human capital related leadership roles, including serving as UK Asset Management Leader. Prior to joining PwC, Ms. Smith worked in the mutual fund accounting department at State Street. She is a former board member of Nicsa, an asset management trade association.
Laurie J. Thomsen
Ms. Thomsen has substantial venture capital financing experience, as well as board experience at publicly-traded and privately-held companies. Ms. Thomsen was a co-founding General Partner of Prism Venture Partners, a venture capital firm investing in healthcare and technology companies, and served as an Executive Partner of New Profit, Inc., a venture philanthropy firm. Prior to that, she was a General Partner at Harbourvest Partners, a venture capital firm. Ms. Thomsen is a director of The Travelers Companies, Inc. and Dycom Industries, Inc.
Darrell A. Williams
Mr. Williams has substantial executive and board experience in the financial services industry. Mr. Williams is founder and Managing Member of DuSable Group, LLC, where he provides financial advisory and consulting services to clients. Prior to that, he served in various roles, including as Managing Director, at Loop Capital LLC, a full-service investment bank, brokerage and advisory firm that provides investment services to institutional clients. Mr. Williams is a former board member of Amalgamated Bank of Chicago and Intrado Inc., where he chaired the company's audit committee.
Information about each Fund, including information about its investment adviser, principal underwriter and administrator, Independent Registered Public Accounting Firm, officers, and the interests of certain persons appear under "Fund Information" below.
RequiredVote
For each Trust, approval of this matter as to any nominee will require the affirmative vote of shares representing a plurality of the Trust's voting power entitled to be castattheMeetingthatarepresentinpersonorbyproxy.ShareholdersofallFundsofeachTrustwillvotetogetherasasingleclassonthisItem1.
THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE FUNDS VOTE TO ELECT EACH OF THE NOMINEES AS TRUSTEES OF EACH TRUST.
Committees
Each Trust's Board meets regularly throughout the year to discuss matters and to take certain actions relating to the Trust. Each Trust's Board has several standing committees, which are described below.
|
Name of Committee |
Number of Meetings in Last Fiscal Year(1) |
Functions |
Current Members(2)(4) |
|
AUDIT COMMITTEE |
9 |
Oversees the accounting and auditing procedures of the Fund and, among other duties, considers the selection of the independent accountants for the Fund and the scope of the audit, and considers the effect on the independence of those accountants of any non-audit services such accountants provide to the Fund and any audit or non-audit services such accountants provide to other MFS Funds, MFS and/or certain affiliates. The Committee is also responsible for establishing procedures for the receipt, retention, and treatment of complaints received by the Fund regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission of concerns regarding questionable fund accounting matters by officers of the Fund and employees of the Fund's investment adviser, administrator, principal underwriter, or any other provider of accounting-related services to the Fund. Reviews and evaluates the contractual arrangements of the Fund relating to custody and fund accounting services, and makes recommendations to the full Board on these matters. |
Buller*(3), Caroselli*, Jones*, and Otis, Jr.*(3) |
|
COMPLIANCE COMMITTEE |
5 |
Oversees the development and implementation of the Fund's regulatory and fiduciary compliance policies, procedures, and practices under the 1940 Act, and other applicable laws, as well as oversight of compliance policies of the Fund's investment adviser and certain other service providers as they relate to Fund activities. The Fund's Chief Compliance Officer assists the Committee in carrying out its responsibilities. |
Goldfarb*, Kilman, Jr*, Roepke*, and Thomsen* |
|
CONTRACTS REVIEW COMMITTEE |
4 |
Requests, reviews, and considers the information deemed reasonably necessary to evaluate the terms of the investment advisory and principal underwriting agreements and the Plan of Distribution under Rule 12b-1 that each Fund proposes to renew or continue, and to make its recommendations to the full Board on these matters. |
All Independent Trustees of the Board (Buller, Caroselli, Goldfarb, Jones, Kavanaugh, Kilman, Jr., Otis, Jr., Roepke, and Thomsen) |
|
NOMINATION AND COMPENSATION COMMITTEE |
2 |
Recommends qualified candidates to the Board in the event that a position is vacated or created. The Committee will consider recommendations by shareholders when a vacancy exists. Shareholders wishing to recommend candidates for Trustee for consideration by the Committee may do so by writing to the Fund's Secretary at the principal executive office of the Fund. Such recommendations must be accompanied by biographical and occupational data on the candidate (including whether the candidate would be an "interested person" of the Fund), a written consent by the candidate to be named as a nominee and to serve as Trustee if elected, record and ownership information for the recommending shareholder with respect to the Fund, and a description of any arrangements or understandings regarding recommendation of the candidate for consideration. The Committee is also responsible for making recommendations to the Board regarding any necessary standards or qualifications for service on the Board. The Committee also reviews and makes recommendations to the Board regarding compensation for the Independent Trustees. |
All Independent Trustees of the Board (Buller, Caroselli, Goldfarb, Jones, Kavanaugh, Kilman, Jr., Otis, Jr., Roepke, and Thomsen) |
|
PORTFOLIO TRADING AND MARKETING REVIEW COMMITTEE |
4 |
Oversees the policies, procedures, and practices of the Fund with respect to brokerage transactions involving portfolio securities as those policies, procedures, and practices are carried out by MFS and its affiliates. The Committee also oversees the lending of portfolio securities, the Trust's borrowing and lending policies, and the administration of the Fund's proxy voting policies and procedures by MFS. The Committee also oversees the policies, procedures, and practices of the Applicable Fund Service Providers with respect to the selection and oversight of the Fund's counterparties in derivatives, repurchase and reverse repurchase agreements, and similar investment-related transactions. The Committee is also responsible for oversight of the Fund's derivatives risk management program. In addition, the Committee receives reports from MFS regarding the policies, procedures, and practices of MFS and its affiliates in connection with their marketing and distribution of shares of the Fund. |
All Independent Trustees of the Board (Buller, Caroselli, Goldfarb, Jones, Kavanaugh, Kilman, Jr., Otis, Jr., Roepke, and Thomsen) |
|
Name of Committee |
Number of Meetings in Last Fiscal Year(1) |
Functions |
Current Members(2)(4) |
|
PRICING COMMITTEE |
4 |
Oversees the determination of the value of the portfolio securities and other assets held by the Fund. The Committee delegates primary responsibility for carrying out these functions to MFS pursuant to the Fund's valuation policy and procedures approved by the Committee and adopted by the Board of Trustees. The Committee has designated MFS as the Fund's "valuation designee" whereby MFS is responsible for determining the fair values of portfolio securities and other assets held by the Fund for which market quotations are not readily available pursuant to MFS' fair valuation policy and procedures. MFS' fair valuation policy and procedures includes, among other things, methodologies and processes to be followed by MFS in determining the fair value of portfolio securities and other assets held by the Fund for which market quotations are not readily available. The Committee meets periodically with the members of MFS' internal valuation committee to review and assess MFS' fair valuation process and other pricing determinations made pursuant to the Fund's valuation policy and procedures and MFS' fair valuation policy and procedures, and to review the policies and procedures themselves. The Committee is also responsible for oversight of the Fund's liquidity risk management program. The Committee exercises the responsibilities of the Board under the Policy for Compliance with Rule 2a-7 approved by the Board on behalf of each Fund which holds itself out as a "money market fund" in accordance with Rule 2a-7 under the 1940 Act. |
Buller*, Goldfarb*, Kilman, Jr.*, and Thomsen* |
|
SERVICES CONTRACTS COMMITTEE |
4 |
Reviews and evaluates the contractual arrangements of the Fund relating to transfer agency, sub-transfer agency, administrative, and insurance services, and makes recommendations to the full Board on these matters. |
Caroselli*, Jones*, Otis, Jr.*, and Roepke* |
(1)Each Fund has a fiscal year end of December 31.
(2)Information about each committee member is set forth above. Although Mr. Kavanaugh is not a member of all Committees of the Board, he is invited to and attendsmanyoftheCommittees'meetingsinhiscapacity as Chair of the Board.
(3)Audit Committee Financial Expert.
(4)Ms. Smith and Mr. Williams do not currently serve as Trustees of the Board and are therefore not included in the table above. If elected, Ms. Smith and Mr. Williams will serve as Trustees beginning January 1, 2025.
*Independent Trustee
The Trustees generally hold at least six regular meetings each calendar year. These regular meetings generally take place over a two-day period. The performance andoperations of each of the Trusts is reviewed by the Trustees at each meeting and more in-depth reviews of particular Trusts are conducted by the Trustees throughouttheyear.TheBoardofTrusteesofeachTrustheldsix meetingsduringthecalendaryearendedDecember31,2023.EachTrusteeattendedatleast75%ofthe BoardandapplicablecommitteemeetingsnotedforeachTrust.
NominationandCompensationCommittee
The Trustees have adopted a written charter for the Nomination and Compensation Committee, a copy of which is included as Exhibit 1 to this Proxy Statement. The Trustscurrentlydonotmaintainawebsiteonwhichthecharterisavailable.
EachTrust'sNominationandCompensationCommitteeconsistsonlyofIndependentTrustees.
The Nomination and Compensation Committee requires that Trustee candidates have a college degree or equivalent business experience, but has not otherwise established specific, minimum qualifications that must be met by an individual to be considered by the Committee for nomination as a Trustee. The Nomination and CompensationCommitteemaytakeintoaccountawidevarietyoffactorsinconsideringTrusteecandidates,including,butnotlimitedto:(i)availabilityand commitment of a candidate to attend meetings and perform his or her responsibilities to the Board; (ii) relevant industry andrelatedexperience;(iii)educational background;(iv)financialexpertise;(v)anassessmentofthecandidate'sability,judgmentandexpertise;(vi)overalldiversityofthecompositionoftheBoard;and(vii)suchotherfactorsastheCommitteedeemsappropriate. WhiletheCommitteehasnotadopted aparticular definition ofdiversity, when considering anominee'sand the Board's diversity, the Committee generally considers the manner in which each nominee's professional experience, expertise in matters that are relevant to theoversightoftheFunds(e.g.,investmentmanagement,distribution,accounting,trading,compliance,legal),generalleadershipexperience,andlifeexperience (including with respect to gender and ethnicity) are complementary and, as a whole, contribute to the ability of the Board to oversee the Funds. The Nomination and CompensationCommitteemayconsidercandidatesforTrusteerecommendedbyeachTrust'scurrentTrustees,officersorshareholdersorbyMFSoranyother sourcedeemedappropriatebytheNominationandCompensationCommittee.TheNominationandCompensationCommitteemay,butisnotrequiredto,retaina third-partysearchfirmattheapplicableTrust'sexpensetoidentifypotentialcandidates.
The Nomination and Compensation Committee will review and consider nominees recommended by shareholders to serve as Trustee, provided that the recommendingshareholderfollowstheProceduresforShareholderstoSubmitNomineeCandidates,whicharesetforthasAppendixBtotheTrusts'Nominationand CompensationCommittee Charter,attachedtothis Proxy Statement as Exhibit1.Amongotherrequirements,theseproceduresprovidethattherecommending shareholdermustsubmitanyrecommendationinwritingtotheTrust,totheattentionoftheTrust'sSecretary,attheaddressoftheprincipalexecutiveofficesofthe Trust.Anyrecommendationmustincludecertainbiographicalinformationandotherinformationregardingthecandidateandtherecommendingshareholder,and
must include a writtenandsignedconsent of the candidate tobe namedas a nominee andtoserve as a Trustee ifelected.TheNominationandCompensation Committee takes the diversity of a particular nominee and the overall diversity of the Board into account when considering and evaluating nominees for trustee. The foregoing description is only a summary.
The Nomination and Compensation Committee has full discretion to reject nominees recommended by shareholders, and there is no assurance that any such person properlyrecommendedandconsideredbytheCommitteewillbenominatedforelectiontotheBoardofaTrust.
ShareOwnership
Shares of each Fund are sold exclusively to insurance company separate accounts. As of July 31, 2024,thecurrentandproposedTrusteesandofficersofeachTrustrepresentedinthisproxystatementasa group owned less than 1% of the outstanding shares of any class of any Fund. Except as set forth in the tablebelow,asof July 31, 2024,nocurrentorproposedTrusteeorofficerofanyFundbeneficially ownedsharesofanyclassofanyFund.
|
Trustee |
Fund |
Aggregate Dollar Range of Equity Securities in the Fund* |
|
John A. Caroselli |
MFS International Intrinsic Value Portfolio |
$10,001 - $50,000 |
_______________
*Mr. Caroselli is a contract owner of a variable contract issued by an insurance company that holds shares of the applicable Fund.
UnderthetermsoftheBoard'spolicy,eachindependentTrusteeisrequiredtohaveinvestedonan aggregatebasis,withintwoyearsofmembershipontheBoard,anamountequaltohisorhercalendar year's base retainer and meeting attendance fees in shares of the MFS Funds. The table below shows thedollar range of equity securities beneficially owned by each Trustee nominee on an aggregate basis,inallMFSFundsoverseen,ortobeoverseen,bytheTrustee nomineeasof July 31, 2024. The tables below show the dollar range of equity securities beneficially owned by eachcurrentTrusteeandnomineeineachFundoverseenortobeoverseenbytheTrusteeasof July 31, 2024.
Thefollowingdollarrangesapplytothetablebelow:
N.None
A.$1-$10,000
B.$10,001-$50,000
C.$50,001-$100,000
D.Over$100,000
|
Name and Position |
Aggregate Dollar Range of Equity Securities in All MFS Funds Overseen or to be Overseen by the Trustee Nominee |
|
Interested Trustee Nominee |
|
|
Michael W. Roberge |
D |
|
Independent Trustee Nominees |
|
|
Steven E. Buller |
D |
|
John A. Caroselli |
D |
|
Maureen R. Goldfarb |
D |
|
Peter D. Jones |
D |
|
John P. Kavanaugh |
D |
|
James W. Kilman, Jr. |
D |
|
Clarence Otis, Jr. |
D |
|
Maryanne L. Roepke |
D |
|
Paula E. Smith* |
N |
|
Laurie J. Thomsen |
D |
|
Darrell A. Williams* |
N |
*Ms. Smith and Mr. Williams have been nominated for election to the Board and, if elected, will serve as Trustees beginning January 1, 2025.
ShareholderCommunicationswiththeBoardofTrustees
The Board of Trustees of each Trust has adopted procedures by which shareholders may send communications to the Board. Shareholders may mail written communications to the Board of Trustees, [Name of Trust], c/o Massachusetts Financial Services Company, 111 Huntington Avenue, Boston, Massachusetts 02199, Attention:Secretary of the Trust.Shareholdercommunicationsmust(i)beinwritingandbesignedbytheshareholder,(ii) identify the MFS Trust towhichthey relate and(iii)identify the class andnumberof shares heldby the shareholder.The Secretary is responsible forreviewingallproperlysubmittedshareholdercommunications.TheSecretaryshalleither(i)provideacopyofeachproperlysubmittedshareholdercommunicationtotheBoardatitsnext regularlyscheduledmeetingor(ii)iftheSecretarydeterminesthatthecommunicationrequiresmoreimmediateattention,forwardthecommunicationtotheChairofthe Boardpromptlyafterreceipt.TheSecretarymay,ingoodfaith,determinethatashareholdercommunicationshouldnotbeprovidedtotheBoardbecauseitisministerialinnature(suchasarequestforTrustliterature,sharedataorfinancialinformation).TheSecretarymayinsuchcasesforwardthecommunicationtotheappropriate party or parties at MFS. These procedures do not apply to (i) any communication from an officer or Trustee of the Trust, (ii) any communication from an employee or agentoftheTrust,unlesssuchcommunicationismadesolelyinsuchemployee'soragent'scapacityasashareholderor(iii)anyshareholderproposalsubmitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any communication made in connection with such a proposal. Each Trust's TrusteesarenotrequiredtoattendtheTrust'sshareholdermeetingsortootherwisemakethemselvesavailabletoshareholdersforcommunications,otherthanpursuantto the aforementioned
procedures.
Each Trust's Declaration of Trust currently provides that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with litigationinwhichtheymaybeinvolvedbecauseoftheirofficeswiththeTrust,unlessitisfinallyadjudicatedor,incaseofasettlement,ithasbeendeterminedby Trusteesnotinvolvedinthematterorindependentlegalcounsel,thattheyhavenotactedingoodfaithinthereasonablebeliefthattheiractionswereinthebest interests of the Trust or that they engaged in willful misfeasance or acted with bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their offices.
TrusteeCompensationTable
Thetablesbelowshow(i)thecashcompensationpaidtotheTrusteesbyeachFundforDecember31, 2023,itsmostrecentlycompletedfiscalyearand (ii) the total cash compensation received by each Trustee from the MFS fund complex for calendar year 2023. The Funds pay the Independent Trustees an annual fee plus a fee for each meeting attended. In addition, the Independent Trustees are reimbursed for their out-of-pocket expenses. Interested Trustee(s) receive no compensation from the Funds for their services as Trustee(s). Ms. Smith and Mr. Williams did not serve as Trustees of the Board during any fund's recently completed fiscal year or during calendar year 2023 and are therefore not included in the table below.
|
Name and Position |
|||||||||||
|
Interested Trustee |
Independent Trustees |
||||||||||
|
Aggregate Compensation Paid by Fund |
Michael W. Roberge |
Steven E. Buller |
John A. Caroselli |
Maureen R. Goldfarb |
Peter D. Jones |
John P. Kavanaugh |
James W. Kilman Jr. |
Clarence Otis Jr. |
Maryanne L. Roepke |
Laurie J. Thomsen |
|
|
MFS Blended Research Core Equity Portfolio |
Not Applicable |
$927 |
$912 |
$910 |
$900 |
$1,045 |
$904 |
$899 |
$916 |
$909 |
|
|
MFS Blended Research Small Cap Equity Portfolio |
Not Applicable |
$393 |
$391 |
$390 |
$390 |
$404 |
$391 |
$390 |
$391 |
$390 |
|
|
MFS Conservative Allocation Portfolio |
Not Applicable |
$767 |
$756 |
$754 |
$747 |
$852 |
$750 |
$747 |
$759 |
$754 |
|
|
MFS Core Equity Portfolio |
Not Applicable |
$681 |
$672 |
$671 |
$665 |
$750 |
$668 |
$665 |
$674 |
$670 |
|
|
MFS Corporate Bond Portfolio |
Not Applicable |
$488 |
$483 |
$483 |
$480 |
$518 |
$482 |
$480 |
$485 |
$482 |
|
|
MFS Emerging Markets Equity Portfolio |
Not Applicable |
$336 |
$336 |
$335 |
$336 |
$336 |
$336 |
$336 |
$336 |
$335 |
|
|
MFS Global Equity Series |
Not Applicable |
$338 |
$338 |
$338 |
$338 |
$338 |
$338 |
$338 |
$338 |
$338 |
|
|
MFS Global Governments Portfolio |
Not Applicable |
$409 |
$406 |
$406 |
$405 |
$423 |
$406 |
$405 |
$407 |
$406 |
|
|
MFS Global Growth Portfolio |
Not Applicable |
$338 |
$337 |
$337 |
$337 |
$338 |
$338 |
$337 |
$338 |
$337 |
|
|
MFS Global Real Estate Portfolio |
Not Applicable |
$533 |
$528 |
$527 |
$524 |
$572 |
$526 |
$524 |
$529 |
$527 |
|
|
MFS Global Research Portfolio |
Not Applicable |
$383 |
$381 |
$381 |
$380 |
$392 |
$381 |
$380 |
$382 |
$380 |
|
|
MFS Global Tactical Allocation Portfolio |
Not Applicable |
$954 |
$938 |
$936 |
$925 |
$1,077 |
$929 |
$925 |
$942 |
$935 |
|
|
MFS Government Securities Portfolio |
Not Applicable |
$806 |
$794 |
$793 |
$784 |
$900 |
$788 |
$784 |
$797 |
$792 |
|
|
MFS Growth Allocation Portfolio |
Not Applicable |
$725 |
$715 |
$714 |
$708 |
$803 |
$710 |
$707 |
$718 |
$714 |
|
|
MFS Growth Series |
Not Applicable |
$3,260 |
$3,213 |
$3,213 |
$3,141 |
$3,860 |
$3,141 |
$3,141 |
$3,213 |
$3,213 |
|
|
MFS High Yield Portfolio |
Not Applicable |
$691 |
$682 |
$681 |
$675 |
$762 |
$677 |
$674 |
$684 |
$680 |
|
|
MFS Income Portfolio |
Not Applicable |
$336 |
$335 |
$335 |
$336 |
$336 |
$336 |
$336 |
$336 |
$335 |
|
|
MFS Inflation-Adjusted Bond Portfolio |
Not Applicable |
$565 |
$559 |
$558 |
$554 |
$610 |
$556 |
$554 |
$560 |
$558 |
|
|
MFS International Growth Portfolio |
Not Applicable |
$620 |
$613 |
$611 |
$607 |
$676 |
$609 |
$607 |
$614 |
$611 |
|
|
MFS International Intrinsic Value Portfolio |
Not Applicable |
$2,598 |
$2,544 |
$2,537 |
$2,497 |
$3,051 |
$2,510 |
$2,496 |
$2,556 |
$2,535 |
|
|
MFS Investors Trust Series |
Not Applicable |
$1,587 |
$1,567 |
$1,567 |
$1,536 |
$1,843 |
$1,536 |
$1,536 |
$1,567 |
$1,567 |
|
|
MFS Limited Maturity Portfolio |
Not Applicable |
$818 |
$806 |
$804 |
$796 |
$914 |
$799 |
$796 |
$809 |
$804 |
|
|
MFS Massachusetts Investors Growth Stock Portfolio |
Not Applicable |
$1,919 |
$1,881 |
$1,876 |
$1,848 |
$2,236 |
$1,858 |
$1,847 |
$1,890 |
$1,874 |
|
|
MFS Mid Cap Growth Series |
Not Applicable |
$828 |
$820 |
$820 |
$808 |
$929 |
$808 |
$808 |
$820 |
$820 |
|
|
MFS Mid Cap Value Portfolio |
Not Applicable |
$1,078 |
$1,060 |
$1,058 |
$1,044 |
$1,226 |
$1,049 |
$1,044 |
$1,064 |
$1,057 |
|
|
MFS Moderate Allocation Portfolio |
Not Applicable |
$2,026 |
$1,985 |
$1,980 |
$1,950 |
$2,363 |
$1,960 |
$1,949 |
$1,995 |
$1,978 |
|
|
MFS New Discovery Series |
Not Applicable |
$1,452 |
$1,434 |
$1,434 |
$1,406 |
$1,681 |
$1,406 |
$1,406 |
$1,434 |
$1,434 |
|
|
MFS New Discovery Value Portfolio |
Not Applicable |
$337 |
$336 |
$336 |
$337 |
$337 |
$337 |
$337 |
$337 |
$336 |
|
|
MFS Research International Portfolio |
Not Applicable |
$1,034 |
$1,017 |
$1,014 |
$1,002 |
$1,173 |
$1,007 |
$1,002 |
$1,020 |
$1,013 |
|
|
MFS Research Series |
Not Applicable |
$1,487 |
$1,468 |
$1,468 |
$1,440 |
$1,722 |
$1,440 |
$1,440 |
$1,468 |
$1,468 |
|
|
MFS Technology Portfolio |
Not Applicable |
$462 |
$459 |
$458 |
$456 |
$487 |
$458 |
$456 |
$460 |
$458 |
|
|
MFS Total Return Bond Series |
Not Applicable |
$2,909 |
$2,867 |
$2,867 |
$2,803 |
$3,435 |
$2,803 |
$2,803 |
$2,867 |
$2,867 |
|
|
MFS Total Return Series |
Not Applicable |
$4,003 |
$3,943 |
$3,943 |
$3,852 |
$4,753 |
$3,852 |
$3,852 |
$3,943 |
$3,943 |
|
|
MFS U.S. Government Money Market Portfolio |
Not Applicable |
$732 |
$722 |
$720 |
$713 |
$810 |
$716 |
$713 |
$724 |
$720 |
|
|
MFS Utilities Series |
Not Applicable |
$2,257 |
$2,226 |
$2,226 |
$2,178 |
$2,650 |
$2,178 |
$2,178 |
$2,226 |
$2,226 |
|
|
MFS Value Series |
Not Applicable |
$4,448 |
$4,381 |
$4,381 |
$4,279 |
$5,289 |
$4,279 |
$4,279 |
$4,381 |
$4,381 |
|
|
Retirement Benefits Accrued as Part of Fund Expense |
Not Applicable |
Not Applicable |
Not Applicable |
Not Applicable |
Not Applicable |
Not Applicable |
Not Applicable |
Not Applicable |
Not Applicable |
Not Applicable |
|
Name and Position |
|||||||||||
|
Interested Trustee |
Independent Trustees |
||||||||||
|
Michael W. Roberge |
Steven E. Buller |
John A. Caroselli |
Maureen R. Goldfarb |
Peter D. Jones |
John P. Kavanaugh |
James W. Kilman Jr. |
Clarence Otis Jr. |
Maryanne L. Roepke |
Laurie J. Thomsen |
||
|
Total Trustee Compensation Paid by Fund and Fund Complex1 |
Not Applicable |
$461,500 |
$447,000 |
$447,000 |
$437,000 |
$536,000 |
$445,000 |
$445,000 |
$455,000 |
$447,000 |
|
1 |
For the calendar year 2023 for 134 funds that paid Trustee compensation. |
FUNDINFORMATION
This section provides certain information about each Fund, including information about its investment adviser, principal underwriter and administrator, Independent Registered Public Accounting Firm, officers and the identity of persons holding more than 5% of the outstanding shares of any class of any Fund.
InvestmentAdviser,PrincipalUnderwriterandAdministrator
Each Fund engages as its investment adviser and administrator MFS, a Delaware corporation with offices at 111 Huntington Avenue, Boston, Massachusetts 02199.Each Fund engages as its principal underwriter MFS Fund Distributors, Inc. ("MFD"), a Delaware corporation with offices at 111 Huntington Avenue, Boston, Massachusetts02199.MFSanditspredecessororganizationshaveahistoryofmoneymanagementdatingfrom1924.MFSisasubsidiaryofSunLifeofCanada(U.S.) Financial Services Holdings, Inc., which in turn is an indirect majority-owned subsidiary of Sun Life Financial Inc. (a diversified financial services company).
IndependentRegisteredPublicAccountingFirm
The Independent Registered Public Accounting Firm for each Fund is Deloitte & Touche LLP ("Deloitte"), andthefiscalyearendforeachFundisDecember31.
The Independent Registered Public Accounting Firm does not have a direct or material indirect interest in anyFund.
TheFundsdonotexpectrepresentativesofDeloittetobepresentattheMeetings,buttheywillhavethe opportunitytomakeastatementiftheywish,andtheywillbeavailableshouldanymatterariserequiring theirpresence.
Totheextentrequiredbyapplicableregulations,pre-approvalbytheAuditCommitteeoftheBoardisneededforallauditandpermissiblenon-auditservicesren- deredbytheIndependentRegisteredPublicAccountingFirmtoeachTrustandallpermissiblenon-auditservicesrenderedbytheIndependentRegisteredPublic Accounting Firm to MFS and any entity controlling, controlled by or under common control with MFS that provides ongoing services to a Trust (including MFS Service Center, Inc.) (each, a "Service Affiliate") if the services relate directly to the operations and financial reporting of such Trust. Pre-approval is currently on an engagement-by-engagement basis. In the event pre-approval of such services is necessary between regular meetings of the Audit Committee and it is not practical to waittoseekpre-approvalatthenextregularmeetingoftheAuditCommittee,pre-approvalofsuchservicesmaybereferredtotheChairoftheAuditCommittee; provided that the Chair may not pre-approve any individual engagement for such services exceeding $50,000 or multiple engagements for such services in the aggregate exceeding $100,000 between such regular meetings of the Audit Committee. Any engagement pre-approved by the Chair between regular meetings of the AuditCommitteeshallbepresentedforratificationbytheentireAuditCommitteeatitsnextregularlyscheduledmeeting.
Schedule A attachedheretoincludestablesthatsetforthforeachFund,foreachFund'stwomostrecentfiscalyears,thefeesbilledby eachFund'sIndependentRegisteredPublicAccountingFirmfor(a)allauditandnon-auditservicesprovideddirectlytotheFundand(b)thosenon-auditservices provided to the Fund's Service Affiliates that relate directly to the Fund's operations and financial reporting under the following captions:
(i)Audit Fees - fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services thatarenormallyprovidedinconnectionwithstatutoryandregulatoryfilingsorengagements.
(ii)Audit-Related Fees - fees related to assurance and related services that are reasonably related tothe performance of the audit orreviewof financial statements, but not reported under "Audit Fees", including accounting consultations, agreed-upon procedure reports (inclusive of annual review of basic maintenance testing associated with the Preferred Shares), attestation reports, comfort letters and internal control reviews.
(iii)Tax Fees - fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local incometaxreturns,regulatedinvestmentcompanyqualificationreviewsandtaxdistributionandanalysisreviews.
(iv)All Other Fees - fees for products and services provided to a Trust by the Independent Registered Public Accounting Firm other than those reported under "AuditFees","Audit-RelatedFees"and"TaxFees."
Schedule A attached hereto also sets forth the aggregate fees billed by each Independent Registered Public Accounting Firm, for each Fund's two most recent fiscalyears, for non-audit services rendered to each Fund and to each Fund's Service Affiliates. During the periods indicated in the tables attached hereto as Schedule C, no servicesdescribedaboveunder"Audit-RelatedFees,""TaxFees"or"AllOtherFees"wereapprovedpursuanttothedeminimisexceptionsetforthinparagraph (c)(7)(i)(C)ofRule2-01ofRegulationS-X.
The Audit Committee has considered whether the provision by a Fund's Independent Registered Public Accounting Firm of non-audit services to the Fund's ServiceAffiliates that were not pre-approved by the Audit Committee (because such services did not relate directly to the operations and financial reporting of the Fund) wascompatible with maintaining the independence of the Independent Registered Public Accounting Firm as the Fund's principal auditor.
Officers
The officers of the Trusts, as of September 1, 2024, are listed below, together with their principal occupations during the past five years (their titles may have varied during that period).Eachofficerwillholdofficeuntilhisor hersuccessorischosenandqualified,oruntilheorsheretires,resignsorisremovedfromoffice.
|
Name, Age |
Position(s) Held with Trust |
Officer Since(1) |
Principal Occupations During the Past Five Years (2) |
|
William T. Allen(3) age 57 |
Deputy Assistant Treasurer |
April 2024 |
Massachusetts Financial Services Company, Vice President |
|
Brian Balasco(3) age 46 |
Assistant Treasurer |
April 2024 |
Massachusetts Financial Services Company, Vice President |
|
Christopher R. Bohane(3) age 50 |
Assistant Secretary and Assistant Clerk |
July 2005 |
Massachusetts Financial Services Company, Senior Vice President and Deputy General Counsel |
|
James L. Byrne(3) age 48 |
Assistant Treasurer |
April 2024 |
Massachusetts Financial Services Company, Vice President |
|
John W. Clark, Jr.(3) age 57 |
Deputy Treasurer |
April 2017 |
Massachusetts Financial Services Company, Vice President |
|
David L. DiLorenzo(3) age 56 |
President |
July 2005 |
Massachusetts Financial Services Company, Senior Vice President |
|
Heidi W. Hardin(3) age 57 |
Secretary and Clerk |
April 2017 |
Massachusetts Financial Services Company, Executive Vice President and General Counsel |
|
Brian E. Langenfeld(3) age 51 |
Assistant Secretary and Assistant Clerk |
June 2006 |
Massachusetts Financial Services Company, Vice President and Managing Counsel |
|
Rosa E. Licea-Mailloux(3) age 47 |
Chief Compliance Officer |
March 2022 |
Massachusetts Financial Services Company, Vice President (since 2018); Director of Corporate Compliance (2018-2021); Senior Director Compliance (2021-2022); Senior Managing Director of North American Compliance & Chief Compliance Officer (since March 2022) |
|
Amanda S. Mooradian(3) age 45 |
Assistant |
September 2018 |
Massachusetts Financial Services Company, Vice President and Senior Counsel |
|
Susan A. Pereira(3) age 53 |
Assistant Secretary and Assistant Clerk |
July 2005 |
Massachusetts Financial Services Company, Vice President and Managing Counsel |
|
Kasey L. Phillips(3) age 53 |
Treasurer |
September 2012 |
Massachusetts Financial Services Company, Vice President |
|
Matthew A. Stowe(3) age 49 |
Assistant Secretary and Assistant Clerk |
October 2014 |
Massachusetts Financial Services Company, Senior Vice President and Senior Managing Counsel |
|
William B. Wilson(3) age 42 |
Assistant Secretary and Assistant Clerk |
October 2022 |
Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel |
(1)Date first appointed to serve as Trustee/Officer of an MFS Fund. From January 2012 through December 2016, Mr. DiLorenzo served as Treasurer of the Funds. From September 2012 through March 2024, Ms. Phillips served as Assistant Treasurer of the Funds. From April 2017 through March 2024, Mr. Clark served as Assistant Treasurer of the Funds.
(2)Officers do not serve as directors or trustees of companies required to report to the Securities and Exchange Commission (i.e., "public companies").
(3)"Interested person" of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act) as a result of position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199.
Each Fund's officers held comparable positions with the 135 funds in the MFS Family of Funds, and with certain affiliates of MFS as of date hereof. The address of eachofficerisc/oMFS,111HuntingtonAvenue,Boston,Massachusetts02199.
InterestsofCertainPersons
Schedule B attached hereto setsforth, asof July 31, 2024, to the best knowledge of each Fund, the shareholders who beneficially owned more than 5% of theoutstanding shares of each class of such Fund.
FURTHERINFORMATIONABOUTVOTINGANDTHEMEETING
MannerofVotingProxies
All proxies received by management will be voted on all matters presented at the Meeting, and if not limited to the contrary, will be voted FOR the election, effective January 1, 2025, of Steven E. Buller, John A. Caroselli, Maureen R. Goldfarb, Peter D. Jones, John P. Kavanaugh, James W. Kilman, Jr., Clarence Otis, Jr., Michael W. Roberge, Maryanne L. Roepke, Paula E. Smith, Laurie J. Thomsen, and Darrell A. Williams as Trustees of the Trust (if still available for election).
All proxies received, including proxies that reflect (i) abstentions or (ii) the withholding of authority to vote, willbecountedassharesthatarepresenton aparticular matter for purposesofdetermining thepresenceof a quorum forthat matter.Withrespect totheseriesofMFSVariableInsuranceTrustandMFSVariable Insurance Trust II,sharesrepresentingamajorityofaFund'svotingpowerentitledtobecastattheMeetingthatarepresentinpersonorrepresentedbyproxyconstituteaquorum.Withrespecttotheseriesof MFSVariableInsuranceTrustIII,sharesrepresentingone-thirdofaFund'svotingpowerentitledtobe castattheMeetingthatarepresentinpersonorrepresentedbyproxyconstituteaquorum.Withrespect to the election of Trustees, neither abstentions nor withholding authority to vote have any effect on the outcome of the voting.
EachshareholderofaFundisentitledtoonevoteforeachdollarofnetassetvalue(numberofsharesof the Fund owned by such shareholder, times net asset value per share) of the Fund that suchshareholder ownsatthecloseofbusinesson August 23, 2024,oneachmatteronwhichtheshareholderisentitledto vote.Eachfractionaldollaramountisentitledtoaproportionatefractionalvote.
EachFundwillreimbursetherecordholdersofitssharesfortheir reasonableexpensesincurredinprovidingproxy material to and obtaining voting instructions from contract owners.
EachFundknowsofnoothermatterstobebroughtbeforetheMeeting.If,however,becauseofany unexpectedoccurrence,anynomineeisnotavailableforelectionorifanyothermattersproperlycome beforetheMeeting,itiseachFund'sintentionthatproxiesnotlimitedtothecontrarywillbevotedin accordancewiththejudgmentofthepersonsnamedintheproxymaterials.
InstructionsforVotingProxies
Thegivingofaproxywillnotaffectashareholder'srighttovoteinpersonshouldtheshareholderdecide to attend the Meeting. To vote by mail, please mark, sign, date and return the enclosed proxy card followingtheinstructionsprintedonthecard.Pleaserefertoyourproxycardforinstructionsonvotingbytelephone or internet.
SubmissionofProposals
Each Fund that is a series of MFS Variable Insurance Trust and MFS Variable Insurance Trust II is part of aMassachusetts business trust and each Fund that is a series of MFS Variable Insurance Trust III is a part ofaDelawaretrust,andassuchisnotrequiredtoholdannualmeetingsofshareholders.However,the Trustees may from time to time schedule special meetings. Shareholder proposals for inclusion in a Fund's proxy statement for any subsequent meeting must be received by the applicable Fund a reasonable periodoftimepriortoanysuchmeeting.
AdditionalInformation
BecauseallshareholdersofFundsthatareseriesofthesameTrustwillvotetogetherasasingleclass withrespecttotheelectionofTrustees,theMeetingofshareholdersofeachFundiscalledtobeheldat the same time as the Meeting of shareholders of each of the other Funds. It is anticipated that all Meetingswillbeheldsimultaneously.
Each insurance company will solicit voting instructions with respect to shares held by the separateaccountsfromownersofandparticipantsandpayeesundervariablecontracts("contractowners") having a voting interest in the separate accounts. All shares of each Fund held by a separate account will bevoted.Sharesforwhichnotimelyvotinginstructionsarereceivedwillbevotedinthesameproportion assharesforwhichinstructionsarereceived. As a result, it is possible that a small number of contract owners may determine the outcome of the vote.
In cases where a Fund ("top tier fund") owns shares of another Fund (the "underlying fund"), MFS will mirror vote the shares of the underlying fund held by the top tier fund in the same proportion as the votes cast by the other shareholders of the underlying fund that are unaffiliated with the Funds.
With regard to a proposal other than the election of Trustees (if any), if any shareholder at the Meeting objectstotheholdingofsimultaneousMeetingsandmovesforanadjournmentofthatMeetingtoatime promptlyafterthesimultaneousMeetings,thepersonsnamedasproxieswillvoteinfavorofsuch adjournmentwithrespecttosuchotherproposals.
As part of our effort to maintain a safe and healthy environment at the Meeting, each Fund and the Trustees are closely monitoring statements issued by the Centers for Disease Control and Prevention (www.cdc.gov). For that reason, the Trustees reserve the right to reconsider the date, time, and/or means of convening each Fund's meeting. Subject to any restrictions imposed by applicable law, the Trustees may choose to conduct the meeting solely by means of remote communications, or may hold a "hybrid" meeting where some participants attend in person and others attend by means of remote communications. If the Trustees choose to change the date, time, and/or means of convening a Fund's meeting, the Fund will announce the decision to do so in advance, and details on how to participate will be issued by press release and filed with the SEC as additional proxy material. Attendees are also encouraged to review guidance from public health authorities on this issue.
The expense of the preparation of this Proxy Statement and related materials, including printing and deliverycosts,thesolicitationofproxies,andthetabulationcosts,willbeborneonaproportionalbasisbythe Funds.
Only one copy of this ProxyStatementmaybemailedtoyouifyouholdmultipleaccountswithinaFund. IfyouneedadditionalcopiesofthisProxyStatement,pleasecontact Computershare at (866) 461-6875.
ITISIMPORTANTTHATPROXIESBERETURNEDPROMPTLY
September 17, 2024
MFS®VARIABLEINSURANCETRUST
MFS®GlobalEquitySeriesMFS®ResearchSeries
MFS®GrowthSeriesMFS®TotalReturnBondSeries
MFS®InvestorsTrustSeriesMFS®TotalReturnSeries
MFS®MidCapGrowthSeriesMFS®UtilitiesSeries
MFS®NewDiscoverySeriesMFS®ValueSeries
MFS®VARIABLEINSURANCETRUSTII
MFS®BlendedResearchCoreEquityPortfolioMFS®HighYieldPortfolio
MFS®CoreEquityPortfolioMFS®International Growth Portfolio
MFS® Corporate Bond PortfolioMFS® International Intrinsic Value Portfolio
MFS® Emerging Markets Equity PortfolioMFS® Massachusetts Investors Growth Stock Portfolio
MFS® Global Governments Portfolio MFS® Research International Portfolio
MFS® Global Growth PortfolioMFS® Income Portfolio
MFS® Global Research PortfolioMFS® Technology Portfolio
MFS®Global Tactical Allocation PortfolioMFS®U.S.GovernmentMoneyMarketPortfolio
MFS®Government Securities Portfolio
MFS®VARIABLEINSURANCETRUSTIII
MFS®BlendedResearchSmallCapEquityPortfolioMFS®Limited Maturity Portfolio
MFS® Conservative Allocation PortfolioMFS® Mid Cap Value Portfolio
MFS® Global Real Estate Portfolio MFS® Moderate Allocation Portfolio
MFS® Growth Allocation PortfolioMFS® New Discovery Value Portfolio
MFS®Inflation-AdjustedBondPortfolio
Exhibit1
MFSFundsBoard
Nomination and Compensation Committee Charter (Adopted as of July 20, 2004)
Revised July 17, 2024 (Appendix A and Appendix B)
The Board of Trustees (the "Board") of each of the Trusts listed in Appendix A hereto, as the same may be periodically updated (each a "Trust" and, collectively, the "Trusts"), has adopted this Charter to govern the activities of the Nomination and Compensation Committee (the "Committee") of the particular Board on behalf of each series of a Trust and each Trust which is itself a single series (each such series a "Fund" and, collectively, the "Funds"). This Charter applies separately to each Trust and its particular Board and Committee, and shall be interpreted accordingly.
Statement of Purposes and Responsibilities
The Committee is responsible for (i) determining requisite standards or qualifications for nominees to serve as trustees on the Board, (ii) identifying possible candidates to become members of the Board in the event that a trustee position is vacated or created and/or in contemplation of a shareholders' meeting at which one or more trustees is to be elected, and (iii) considering and evaluating such candidates and recommending trustee nominees for the Board's approval.
In addition, the Committee is responsible for recommending for approval by the Board the structure and levels of compensation and other related benefits to be paid or provided by the Funds to Board members ("Independent Trustees") who are not "interested persons" of the Trust, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act").
Organization and Governance
The Committee shall be comprised of all of the Independent Trustees on the Board, and shall not include any members who are not Independent Trustees.
One or more members of the Committee may be designated by the Board as the Committee's chair or co-chair, as the case may be. The Committee may delegate any portion of its authority or responsibilities to a sub-committee of one or more members.
The Committee will not have regularly scheduled meetings. Committee meetings shall be held as and when the Committee or the Board determines necessary or appropriate in accordance with the Trust's By-Laws. The Chair of the Trustees, the chair or vice-chair of the Committee or a majority of the members of the Committee are authorized to call a meeting of the Committee and send notice thereof or direct that such notice be sent.
A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The action of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the action of the Committee. The Committee may also take action by written consent of a majority of the Committee members. The Committee may meet by means of a telephone conference circuit or similar communications equipment by means of which all persons participating in the meeting can hear each other.
Committee Duties and Responsibilities
The duties and responsibilities of the Committee include:
Nomination
1.To determine requisite standards or qualifications for trustees nominees. The Committee currently requires at minimum that trustee candidates have a college degree or equivalent business and related industry experience.
2.To identify potential candidates to become members of the Board in the event that a trustee position is vacated or created and/or in contemplation of a shareholders' meeting at which one or more trustees is to be elected. The Committee may consider candidates recommended by one or more of the following sources: (i) the Fund's current Trustees, (ii) the Fund's officers, (iii) the Fund's investment adviser(s), (iv) the Fund's shareholders (see 4. below) and (v) any other source the Committee deems to be appropriate. The Committee may, but is not required to, retain a third party search firm at the Fund's expense to identify potential candidates.
3.To consider and evaluate candidates identified in 2. above and recommend trustee nominees for the Board's approval. In considering and evaluating candidates, the Committee may take into account a wide variety of factors, including (but not limited to): (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board, (ii) relevant business and related industry experience, (iii) educational background, (iv) financial expertise, (v) experience with corporate governance matters, (vi) an assessment of the candidate's ability, judgment and expertise, (vii) overall diversity of the Board's composition, (viii) the percentage of the Board represented by Independent Trustees and whether a candidate would qualify as an Independent Trustee under the 1940 Act, and (ix) such other factors as the Committee deems appropriate.
4.To consider and evaluate nominee candidates properly submitted by shareholders on the same basis as it considers and evaluates candidates recommended by other sources. Appendix B to this Charter, as it may be amended from time to time by the Committee, sets forth procedures that must be followed by shareholders to properly submit a nominee candidate to the Committee (recommendations not properly submitted in accordance with Appendix B will not be considered by the Committee).
Compensation
1.To recommend for approval by the Board the structure and levels of compensation and any related benefits to be paid or provided by the Funds to the Independent Trustees for their services on the Board and any Committees of the Board.
2.In formulating the Committee's recommendations in 1. above, to periodically (and at least annually) review and assess the compensation and any related benefits paid or provided by the Funds to the Independent Trustees based upon facts and circumstances applicable to the Funds, relevant industry practice, the goal of attracting and retaining highly qualified individuals to serve as Independent Trustees and such other factors that the Committee deems appropriate.
General
1.To make such other recommendations and reports to the Board within the scope of the Committee's functions.
2.To discharge any other duties or responsibilities delegated to the Committee by the Board from time to time.
Appendix A to Exhibit1
Trusts Covered by the Charter
(As of July 17, 2024)
MFS Series Trust I
MFS Series Trust II
MFS Series Trust III
MFS Series Trust IV
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust VII
MFS Series Trust VIII
MFS Series Trust IX
MFS Series Trust X
MFS Series Trust XI
MFS Series Trust XII
MFS Series Trust XIII
MFS Series Trust XIV
MFS Series Trust XV
MFS Series Trust XVI
MFS Series Trust XVII
MFS Municipal Series Trust
MFS Active Exchange Traded Funds Trust
Massachusetts Investors Growth Stock Fund
Massachusetts Investors Trust
MFS Charter Income Trust
MFS Government Markets Income Trust
MFS High Income Municipal Trust
MFS High Yield Municipal Trust
MFS Intermediate High Income Fund
MFS Intermediate Income Trust
MFS Investment Grade Municipal Trust
MFS Multimarket Income Trust
MFS Municipal Income Trust
MFS Variable Insurance Trust
MFS Variable Insurance Trust II
MFS Variable Insurance Trust III
Appendix B to Exhibit 1
Procedures for Shareholders to Submit Nominee Candidates
(As of July 17, 2024)
A shareholder must follow the following procedures in order to properly submit a recommendation for a trustee nominee for the Committee's consideration:
1.The shareholder must submit any such recommendation in writing to the applicable Trust(s), to the attention of the Secretary, at the address of the principal executive offices of the Trust(s).
2.The shareholder recommendation must include, with respect to each applicable Trust:
(i)a statement in writing setting forth (A) the name, date of birth, nationality, business address and residence address of the person recommended by the shareholder (the "candidate"); and (B) whether the recommending shareholder believes that the candidate is or will be an "interested person" of the Trust (as defined in the Investment Company Act of 1940, as amended) and, if not an "interested person," information regarding the candidate that will be sufficient for the Trust to make such determination and, if applicable, similar information regarding whether the candidate would satisfy the standards for independence of a Board member under listing standards of the New York Stock Exchange or other applicable securities exchange.
(ii)the written and manually signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected;
(iii)the recommending shareholder's name as it appears on the Trust's books and the class or series and number of all shares of the Trust owned beneficially and of record by the recommending shareholder (as evidenced to the Committee's satisfaction by a recent brokerage or account statement); and
(iv)a description of all arrangements or understandings between the recommending shareholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made by the recommending shareholder.
In addition, the Committee will require that the recommendation conform to any requirements in the applicable Trust's by-laws, and may require the candidate to furnish such other information as it may reasonably require or deem necessary to determine the eligibility of such candidate to serve on the Board and information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation of proxies for election of Trustees.
Schedule A
IndependentRegisteredPublicAccountingFirmFees
Fees billed by each Fund's Independent Registered Public Accounting Firm, Deloitte & Touche LLP, in each of the two fiscal years set forth below for services rendered to each Fund are shown below.
|
December 31, 2023 |
Audit Fees |
Audit-Related Fees |
Tax Fees |
All Other Fees |
||
|
MFS Blended Research Core Equity Portfolio |
54,076 |
2,400 |
0 |
0 |
||
|
MFS Blended Research Small Cap Equity Portfolio |
54,000 |
2,400 |
0 |
0 |
||
|
MFS Conservative Allocation Portfolio |
36,864 |
2,400 |
0 |
0 |
||
|
MFS Core Equity Portfolio |
56,617 |
2,400 |
0 |
0 |
||
|
MFS Corporate Bond Portfolio |
72,815 |
2,400 |
0 |
0 |
||
|
MFS Emerging Markets Equity Portfolio |
56,975 |
2,400 |
0 |
0 |
||
|
MFS Global Equity Series |
55,676 |
2,400 |
0 |
0 |
||
|
MFS Global Governments Portfolio |
70,232 |
2,400 |
0 |
0 |
||
|
MFS Global Growth Portfolio |
69,521 |
2,400 |
0 |
0 |
||
|
MFS Global Real Estate Portfolio |
55,143 |
2,400 |
0 |
0 |
||
|
MFS Global Research Portfolio |
55,168 |
2,400 |
0 |
0 |
||
|
MFS Global Tactical Allocation Portfolio |
76,168 |
2,400 |
0 |
0 |
||
|
MFS Government Securities Portfolio |
64,736 |
2,400 |
0 |
0 |
||
|
MFS Growth Allocation Portfolio |
36,864 |
2,400 |
0 |
0 |
||
|
MFS Growth Series |
56,668 |
2,400 |
0 |
0 |
||
|
MFS High Yield Portfolio |
83,993 |
2,400 |
0 |
0 |
||
|
MFS Income Portfolio |
77,204 |
2,400 |
0 |
0 |
||
|
MFS Inflation-Adjusted Bond Portfolio |
42,499 |
2,400 |
0 |
0 |
||
|
MFS International Growth Portfolio |
56,975 |
2,400 |
0 |
0 |
||
|
MFS International Intrinsic Value Portfolio |
58,063 |
2,400 |
0 |
0 |
||
|
MFS Investors Trust Series |
55,676 |
2,400 |
0 |
0 |
||
|
MFS Limited Maturity Portfolio |
67,524 |
2,400 |
0 |
0 |
||
|
MFS Massachusetts Investors Growth Stock Portfolio |
56,491 |
2,400 |
0 |
0 |
||
|
MFS Mid Cap Growth Series |
55,676 |
2,400 |
0 |
0 |
||
|
MFS Mid Cap Value Portfolio |
55,641 |
2,400 |
0 |
0 |
||
|
MFS Moderate Allocation Portfolio |
36,864 |
2,400 |
0 |
0 |
||
|
MFS New Discovery Series |
55,676 |
2,400 |
0 |
0 |
||
|
MFS New Discovery Value Portfolio |
54,000 |
2,400 |
0 |
0 |
||
|
MFS Research International Portfolio |
54,076 |
2,400 |
0 |
0 |
||
|
MFS Research Series |
56,793 |
2,400 |
0 |
0 |
||
|
MFS Technology Portfolio |
54,202 |
2,400 |
0 |
0 |
||
|
MFS Total Return Bond Series |
79,577 |
2,400 |
0 |
0 |
||
|
MFS Total Return Series |
72,327 |
2,400 |
0 |
0 |
||
|
MFS U.S. Government Money Market Portfolio |
33,524 |
2,400 |
0 |
0 |
||
|
MFS Utilities Series |
55,802 |
2,400 |
0 |
0 |
||
|
MFS Value Series |
56,668 |
2,400 |
0 |
0 |
|
December 31, 2022 |
Audit Fees |
Audit-Related Fees |
Tax Fees |
All Other Fees |
||
|
MFS Blended Research Core Equity Portfolio |
49,857 |
2,400 |
0 |
0 |
||
|
MFS Blended Research Small Cap Equity Portfolio |
49,786 |
2,400 |
0 |
0 |
||
|
MFS Conservative Allocation Portfolio |
33,949 |
2,400 |
0 |
0 |
||
|
MFS Core Equity Portfolio |
52,205 |
2,400 |
0 |
0 |
||
|
MFS Corporate Bond Portfolio |
72,815 |
2,400 |
0 |
0 |
||
|
MFS Emerging Markets Equity Portfolio |
52,536 |
2,400 |
0 |
0 |
||
|
MFS Global Equity Series |
51,335 |
2,400 |
0 |
0 |
||
|
MFS Global Governments Portfolio |
70,232 |
2,400 |
0 |
0 |
||
|
MFS Global Growth Portfolio |
64,131 |
2,400 |
0 |
0 |
||
|
MFS Global Real Estate Portfolio |
50,843 |
2,400 |
0 |
0 |
||
|
MFS Global Research Portfolio |
50,866 |
2,400 |
0 |
0 |
||
|
MFS Global Tactical Allocation Portfolio |
70,274 |
2,400 |
0 |
0 |
||
|
MFS Government Securities Portfolio |
59,709 |
2,400 |
0 |
0 |
||
|
MFS Growth Allocation Portfolio |
33,949 |
2,400 |
0 |
0 |
||
|
MFS Growth Series |
52,252 |
2,400 |
0 |
0 |
||
|
MFS High Yield Portfolio |
77,506 |
2,400 |
0 |
0 |
||
|
MFS Income Portfolio |
77,204 |
2,400 |
0 |
0 |
||
|
MFS Inflation-Adjusted Bond Portfolio |
39,157 |
2,400 |
0 |
0 |
||
|
MFS International Growth Portfolio |
52,536 |
2,400 |
0 |
0 |
||
|
MFS International Intrinsic Value Portfolio |
53,541 |
2,400 |
0 |
0 |
|
MFS Investors Trust Series |
51,335 |
2,400 |
0 |
0 |
||
|
MFS Limited Maturity Portfolio |
62,285 |
2,400 |
0 |
0 |
||
|
MFS Massachusetts Investors Growth Stock Portfolio |
52,089 |
2,400 |
0 |
0 |
||
|
MFS Mid Cap Growth Series |
51,335 |
2,400 |
0 |
0 |
||
|
MFS Mid Cap Value Portfolio |
51,303 |
2,400 |
0 |
0 |
||
|
MFS Moderate Allocation Portfolio |
33,949 |
2,400 |
0 |
0 |
||
|
MFS New Discovery Series |
51,335 |
2,400 |
0 |
0 |
||
|
MFS New Discovery Value Portfolio |
49,786 |
2,400 |
0 |
0 |
||
|
MFS Research International Portfolio |
49,857 |
2,400 |
0 |
0 |
||
|
MFS Research Series |
52,368 |
2,400 |
0 |
0 |
||
|
MFS Technology Portfolio |
49,973 |
2,400 |
0 |
0 |
||
|
MFS Total Return Bond Series |
73,425 |
2,400 |
0 |
0 |
||
|
MFS Total Return Series |
72,327 |
2,400 |
0 |
0 |
||
|
MFS U.S. Government Money Market Portfolio |
30,862 |
2,400 |
0 |
0 |
||
|
MFS Utilities Series |
51,452 |
2,400 |
0 |
0 |
||
|
MFS Value Series |
52,252 |
2,400 |
0 |
0 |
Fees billed by each Fund's Independent Registered Public Accounting Firm, Deloitte & Touche LLP, in each of the two fiscal years set forth below for services provided to each Fund's Service Affiliates that relate directly to such fund's operations and financial reporting are shown below. Service Affiliates include each Fund's investment adviser, Massachusetts Financial Services Company ("MFS"), various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Funds.
|
December 31, 2023 |
Audit-Related Fees# |
Tax Fees# |
All Other Fees# |
|
|
Service Affiliates of MFS Blended Research Core Equity Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Blended Research Small Cap Equity Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Conservative Allocation Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Core Equity Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Corporate Bond Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Emerging Markets Equity Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Global Equity Series |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Global Governments Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Global Growth Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Global Real Estate Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Global Research Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Global Tactical Allocation Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Government Securities Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Growth Allocation Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Growth Series |
0 |
0 |
0 |
|
|
Service Affiliates of MFS High Yield Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Income Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Inflation-Adjusted Bond Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS International Growth Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS International Intrinsic Value Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Investors Trust Series |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Limited Maturity Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Massachusetts Investors Growth Stock Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Mid Cap Growth Series |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Mid Cap Value Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Moderate Allocation Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS New Discovery Series |
0 |
0 |
0 |
|
|
Service Affiliates of MFS New Discovery Value Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Research International Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Research Series |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Technology Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Total Return Bond Series |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Total Return Series |
0 |
0 |
0 |
|
|
Service Affiliates of MFS U.S. Government Money Market Portfolio |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Utilities Series |
0 |
0 |
0 |
|
|
Service Affiliates of MFS Value Series |
0 |
0 |
0 |
|
December 31, 2022 |
Audit-Related Fees# |
Tax Fees# |
All Other Fees# |
|
|
Service Affiliates of MFS Blended Research Core Equity Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Blended Research Small Cap Equity Portfolio |
0 |
0 |
5,390 |
|
Service Affiliates of MFS Conservative Allocation Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Core Equity Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Corporate Bond Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Emerging Markets Equity Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Global Equity Series |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Global Governments Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Global Growth Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Global Real Estate Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Global Research Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Global Tactical Allocation Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Government Securities Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Growth Allocation Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Growth Series |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS High Yield Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Income Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Inflation-Adjusted Bond Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS International Growth Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS International Intrinsic Value Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Investors Trust Series |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Limited Maturity Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Massachusetts Investors Growth Stock Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Mid Cap Growth Series |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Mid Cap Value Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Moderate Allocation Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS New Discovery Series |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS New Discovery Value Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Research International Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Research Series |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Technology Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Total Return Bond Series |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Total Return Series |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS U.S. Government Money Market Portfolio |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Utilities Series |
0 |
0 |
5,390 |
|
|
Service Affiliates of MFS Value Series |
0 |
0 |
5,390 |
# This amount reflects the fees billed to Service Affiliates of each fund for non-audit services relating directly to the operations and financial reporting of the fund (portions of which services also related to the operations and financial reporting of all funds within the MFS funds complex)
Aggregate fees billed by each Fund's Independent Registered Public Accounting Firm, Deloitte & Touche LLP, for each Fund's two fiscal years set forth below for non-audit services rendered to each Fund and to each Fund's Service Affiliates are shown below. Service Affiliates include MFS and various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Fund.
|
2023 |
2022 |
||
|
Service Affiliates and Fund: |
|||
|
MFS Blended Research Core Equity Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Blended Research Small Cap Equity Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Conservative Allocation Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Core Equity Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Corporate Bond Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Emerging Markets Equity Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Global Equity Series and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Global Governments Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Global Growth Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Global Real Estate Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Global Research Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Global Tactical Allocation Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Government Securities Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Growth Allocation Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Growth Series and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS High Yield Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Income Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Inflation-Adjusted Bond Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS International Growth Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS International Intrinsic Value Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Investors Trust Series and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Limited Maturity Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Massachusetts Investors Growth Stock Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
2023 |
2022 |
||
|
Service Affiliates and Fund: |
|||
|
MFS Mid Cap Growth Series and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Mid Cap Value Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Moderate Allocation Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS New Discovery Series and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS New Discovery Value Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Research International Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Research Series and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Technology Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Total Return Bond Series and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Total Return Series and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS U.S. Government Money Market Portfolio and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Utilities Series and its Service Affiliates |
2,400 |
7,790 |
|
|
MFS Value Series and its Service Affiliates |
2,400 |
7,790 |
Schedule B
Interests of Certain Persons
Asof July 31, 2024,tothebestknowledgeofeachFund,thefollowingshareholdersbeneficially ownedmorethan5%oftheoutstandingsharesofanyclassofsuchFund.
|
FUND and CLASS NAME |
NUMBER OF OUTSTANDING SHARES BENEFICIALLY OWNED |
PERCENTAGE CLASS OWNERSHIP |
NAME and ADDRESS of INVESTOR |
|
MFS BLENDED RESEARCH CORE EQUITY PORTFOLIO |
|||
|
3,576,816.98 |
86.13 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
MFS BLENDED RESEARCH CORE EQUITY PORTFOLIO |
|||
|
760,779.21 |
34.12 |
NATIONWIDE LIFE INSURANCE COMPANY NWPP P.O. BOX 182029 COLUMBUS OH 43218-2029 |
|
|
653,564.38 |
29.31 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
386,394.56 |
17.33 |
GUARDIAN INSURANCE & ANNUITY CO INC S/AR B-2012 2BU INDIV MARKETS PRODUCT FINANCE-NRO 6255 STERNER'S WAY BETHLEHEM PA 18017-8993 |
|
|
MFS BLENDED RESEARCH SMALL CAP EQUITY PORTFOLIO |
|||
|
1,261,270.29 |
41.91 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 90 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
486,660.41 |
16.17 |
NFS LLC JP MORGAN CHASE BANK, N.A. FBO CGLIC - SAFEM - MFS BLENDED SM 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 |
|
|
286,914.37 |
9.53 |
DELAWARE LIFE INSURANCE COMPANY LARGE CASE PPVUL H 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
187,278.02 |
6.22 |
DELAWARE LIFE INSURANCE COMPANY LARGE CASE VUL G 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
167,098.33 |
5.55 |
MEMBERS LIFE INSURANCE COMPANY ATTN: VAR PRICING OPTIMIZATION 5910 MINERAL POINT RD MADISON WI 53705-4456 |
|
|
MFS BLENDED RESEARCH SMALL CAP EQUITY PORTFOLIO |
|||
|
3,907,655.56 |
72.32 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
318,703.45 |
5.90 |
DELAWARE LIFE INSURANCE COMPANY 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
296,507.69 |
5.49 |
NATIONWIDE LIFE INS CO (NWPP) PO BOX 182029 COLUMBUS OH 43218-2029 |
|
|
MFS CONSERVATIVE ALLOCATION PORTFOLIO |
|||
|
144,522.09 |
80.55 |
DELAWARE LIFE INSURANCE COMPANY SUN EXECUTIVE VUL -VARIABLE ACCT I 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
34,900.50 |
19.45 |
DELAWARE LIFE INSURANCE COMPANY VUL - VARIABLE ACCOUNT I 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
MFS CONSERVATIVE ALLOCATION PORTFOLIO |
|
FUND and CLASS NAME |
NUMBER OF OUTSTANDING SHARES BENEFICIALLY OWNED |
PERCENTAGE CLASS OWNERSHIP |
NAME and ADDRESS of INVESTOR |
|
25,290,076.78 |
93.94 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
1,458,867.31 |
5.42 |
DELAWARE LIFE INSURANCE COMPANY OF NY GROUP 60 - VARIABLE ACCOUNT C 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 |
|
|
MFS CORE EQUITY PORTFOLIO |
|||
|
2,842,843.42 |
47.67 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
1,012,652.67 |
16.98 |
LINCOLN LIFE ACCOUNT M, LVUL-DB LINCOLN LIFE MUT FD ADMN AREA MS 5C-00 1300 S CLINTON ST FORT WAYNE IN 46802-3506 |
|
|
742,247.35 |
12.45 |
TALCOTT RESOLUTION LIFE AND ANNUITY PO BOX 5051 HARTFORD CT 06102-5051 |
|
|
308,588.28 |
5.17 |
TALCOTT RESOLUTION LIFE INS CO PO BOX 5051 HARTFORD CT 06102-5051 |
|
|
305,079.15 |
5.12 |
UNITED OF OMAHA LIFE INSURANCE COMPANY SECURITY BENEFIT LIFE ATTN PRODUCT ACCOUNTING 1 SW SECURITY BENEFIT PL TOPEKA KS 66636-1000 |
|
|
MFS CORE EQUITY PORTFOLIO |
|||
|
1,520,704.83 |
51.11 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
1,143,757.65 |
38.44 |
THRIVENT VARIABLE ANNUITY 1 DBA THRIVENT FINANCIAL FOR LUTHERANS 625 4TH AVE S MINNEAPOLIS MN 55415-1604 |
|
|
MFS CORPORATE BOND PORTFOLIO INITIAL CLASS |
|||
|
2,887,743.86 |
76.46 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
742,421.59 |
19.66 |
DELAWARE LIFE INSURANCE COMPANY LARGE CASE VUL G 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
MFS CORPORATE BOND PORTFOLIO SERVICE CLASS |
|||
|
8,060,589.15 |
74.91 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
914,008.97 |
8.49 |
NATIONWIDE LIFE INSURANCE COMPANY NWVAII P.O. BOX 182029 COLUMBUS OH 43218-2029 |
|
|
888,714.92 |
8.26 |
DELAWARE LIFE INSURANCE COMPANY OF NY GROUP 60 - VARIABLE ACCOUNT C 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 |
|
|
MFS EMERGING MARKETS EQUITY PORTFOLIO |
|||
|
694,289.68 |
58.89 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
217,178.16 |
18.42 |
STATE STREET BANK AS CUSTODIAN OF MFS GROWTH ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
208,283.70 |
17.67 |
DELAWARE LIFE INSURANCE COMPANY LARGE CASE VUL G 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
MFS EMERGING MARKETS EQUITY PORTFOLIO |
|
FUND and CLASS NAME |
NUMBER OF OUTSTANDING SHARES BENEFICIALLY OWNED |
PERCENTAGE CLASS OWNERSHIP |
NAME and ADDRESS of INVESTOR |
|
764,858.25 |
49.52 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
376,134.50 |
24.35 |
MIDLAND NATIONAL LIFE INSURANCE COMPANY 8300 MILLS CIVIC PKWY WEST DES MOINES IA 50266-3833 |
|
|
209,761.62 |
13.58 |
DELAWARE LIFE INSURANCE COMPANY SUN EXECUTIVE VUL -VARIABLE ACCT I 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
MFS GLOBAL EQUITY SERIES |
|||
|
470,125.84 |
27.23 |
PARAGON LIFE INSUR 13045 TESSON FERRY RD # A2-10 SAINT LOUIS MO 63128-3407 |
|
|
463,367.98 |
26.83 |
TALCOTT RESOLUTION LIFE AND ANNUITY PO BOX 5051 HARTFORD CT 06102-5051 |
|
|
247,389.92 |
14.33 |
TRANSAMERICA LIFE INSURANCE COMPANY EM PRIVATE PLACEMENT 4333 EDGEWOOD RD NE MS 4410 CEDAR RAPIDS IA 52499-0001 |
|
|
241,920.28 |
14.01 |
TIAA-CREF VA-1 OF TIAA-CREF LIFE INSURANCE COMPANY 8500 ANDREW CARNEGIE BLVD MAIL CODE - E3/N6 CHARLOTTE NC 28262-8500 |
|
|
136,344.59 |
7.90 |
TALCOTT RESOLUTION LIFE INS CO PO BOX 5051 HARTFORD CT 06102-5051 |
|
|
105,043.58 |
6.08 |
TIAA-CREF VLI-1 OF TIAA-CREF LIFE INSURANCE COMPANY 730 3RD AVE NEW YORK NY 10017-3206 |
|
|
MFS GLOBAL EQUITY SERIES |
|||
|
365,797.45 |
71.94 |
PRINCIPAL LIFE INSURANCE COMPANY CUST. PRINCIPAL EXECUTIVE VARIABLE UNIVERSAL LIFE II ATTN INDIVIDUAL LIFE ACCOUNTING 711 HIGH ST DES MOINES IA 50392-0001 |
|
|
77,013.98 |
15.15 |
PRINCIPAL LIFE INSURANCE COMPANY CUST. PRINCIPAL INDIVIDUAL - EXECUTIVE VARIABLE UNIVERSAL LIFE ATTN INDIVIDUAL LIFE ACCOUNTING 711 HIGH ST DES MOINES IA 50392-0001 |
|
|
42,666.12 |
8.39 |
PRINCIPAL NATIONAL LIFE INSURANCE COMPANY CUST. FBO VARIABLE UNIVERSAL LIFE III ATTN INDIVIDUAL ACCOUNTING 711 HIGH ST. DES MOINES IA 50392-0001 |
|
|
MFS GLOBAL GOVERNMENTS PORTFOLIO |
|||
|
5,610,573.27 |
55.13 |
STATE STREET BANK AS CUSTODIAN OF MFS MODERATE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
2,497,748.85 |
24.54 |
STATE STREET BANK AS CUSTODIAN OF MFS CONSERVATIVE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
1,392,926.15 |
13.69 |
STATE STREET BANK AS CUSTODIAN OF MFS GROWTH ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
641,239.33 |
6.30 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
MFS GLOBAL GOVERNMENTS PORTFOLIO |
|||
|
66,872.66 |
99.73 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
MFS GLOBAL GROWTH PORTFOLIO INITIAL CLASS |
|||
|
1,305,550.04 |
89.13 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
FUND and CLASS NAME |
NUMBER OF OUTSTANDING SHARES BENEFICIALLY OWNED |
PERCENTAGE CLASS OWNERSHIP |
NAME and ADDRESS of INVESTOR |
|
MFS GLOBAL GROWTH PORTFOLIO SERVICE CLASS |
|||
|
218,376.31 |
70.14 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
92,881.34 |
29.83 |
DELAWARE LIFE INSURANCE COMPANY 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
MFS GLOBAL REAL ESTATE PORTFOLIO INITIAL CLASS |
|||
|
2,202,704.00 |
27.15 |
STATE STREET BANK AS CUSTODIAN OF MFS MODERATE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
2,087,635.41 |
25.73 |
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION ATTN ASHESH UPADHYAY 30 HUDSON ST JERSEY CITY NJ 07302-4804 |
|
|
1,149,378.15 |
14.17 |
STATE STREET BANK AS CUSTODIAN OF MFS GROWTH ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
644,579.31 |
7.94 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 90 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
409,429.32 |
5.05 |
STATE STREET BANK AS CUSTODIAN OF MFS CONSERVATIVE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
MFS GLOBAL REAL ESTATE PORTFOLIO SERVICE CLASS |
|||
|
2,186,365.69 |
55.26 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
728,719.27 |
18.42 |
NATIONWIDE LIFE INSURANCE COMPANY NWPP P.O. BOX 182029 COLUMBUS OH 43218-2029 |
|
|
398,981.73 |
10.08 |
THRIVENT VARIABLE ANNUITY 1 DBA THRIVENT FINANCIAL FOR LUTHERANS 625 4TH AVE S MINNEAPOLIS MN 55415-1604 |
|
|
MFS GLOBAL RESEARCH PORTFOLIO INITIAL CLASS |
|||
|
1,858,095.83 |
93.37 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
128,343.14 |
6.45 |
DELAWARE LIFE INSURANCE COMPANY OF NY GROUP 60 - VARIABLE ACCOUNT C 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 |
|
|
MFS GLOBAL RESEARCH PORTFOLIO SERVICE CLASS |
|||
|
94,197.56 |
53.46 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
80,485.10 |
45.68 |
DELAWARE LIFE INSURANCE COMPANY CORPORATE/FUTURITY VUL-VARI ACCT G 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
MFS GLOBAL TACTICAL ALLOCATION PORTFOLIO |
|||
|
1,759,203.12 |
85.26 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
200,068.03 |
9.70 |
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION (NYLIAC) ATTN ASHESH UPADHYAY 30 HUDSON ST JERSEY CITY NJ 07302-4804 |
|
|
MFS GLOBAL TACTICAL ALLOCATION PORTFOLIO |
|
FUND and CLASS NAME |
NUMBER OF OUTSTANDING SHARES BENEFICIALLY OWNED |
PERCENTAGE CLASS OWNERSHIP |
NAME and ADDRESS of INVESTOR |
|
22,372,493.41 |
92.56 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
1,409,134.44 |
5.83 |
DELAWARE LIFE INSURANCE COMPANY OF NY GROUP 60 - VARIABLE ACCOUNT C 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 |
|
|
MFS GOVERNMENT SECURITIES PORTFOLIO |
|||
|
8,120,213.19 |
48.60 |
STATE STREET BANK AS CUSTODIAN OF MFS MODERATE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
4,870,171.27 |
29.15 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
2,261,440.14 |
13.54 |
STATE STREET BANK AS CUSTODIAN OF MFS CONSERVATIVE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
MFS GOVERNMENT SECURITIES PORTFOLIO |
|||
|
9,041,374.43 |
90.46 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
755,104.94 |
7.56 |
DELAWARE LIFE INSURANCE COMPANY OF NY GROUP 60 - VARIABLE ACCOUNT C 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 |
|
|
MFS GROWTH ALLOCATION PORTFOLIO INITIAL CLASS |
|||
|
206,575.11 |
65.60 |
DELAWARE LIFE INSURANCE COMPANY VUL - VARIABLE ACCOUNT I 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
53,172.30 |
16.89 |
DELAWARE LIFE INSURANCE COMPANY SUN EXECUTIVE VUL -VARIABLE ACCT I 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
35,819.07 |
11.37 |
AXCELUS FINANCIAL LIFE INSURANCE COMPANY S 1650 MARKET STREET 8TH FL PHILADELPHIA PA 19103-7323 |
|
|
19,338.44 |
6.14 |
DELAWARE LIFE INSURANCE COMPANY SEPARATE ACCT R VARIABLE ACCT S 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
MFS GROWTH ALLOCATION PORTFOLIO SERVICE CLASS |
|||
|
22,769,370.95 |
80.65 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
3,400,845.26 |
12.05 |
AMERICAN GENERAL LIFE INSURANCE COMPANY SUNAMERICA A 2727-A ALLEN PARKWAY 3RD FL HOUSTON TX 77019-2107 |
|
|
1,693,150.54 |
6.00 |
DELAWARE LIFE INSURANCE COMPANY OF NY GROUP 60 - VARIABLE ACCOUNT C 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 |
|
|
MFS GROWTH SERIES |
|||
|
5,448,430.56 |
26.06 |
LINCOLN LIFE ACCOUNT M, LVUL-DB LINCOLN LIFE MUT FD ADMN AREA MS 5C-00 1300 S CLINTON ST FORT WAYNE IN 46802-3506 |
|
|
2,059,904.93 |
9.85 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
1,472,056.39 |
7.04 |
PRUCO LIFE INSURANCE COMPANY PLAZ LIFE ATTN SEP ACCTS TRADE CONFIRMS 213 WASHINGTON ST FL 7 NEWARK NJ 07102-2917 |
|
|
1,468,476.39 |
7.02 |
TALCOTT RESOLUTION LIFE AND ANNUITY PO BOX 5051 |
|
FUND and CLASS NAME |
NUMBER OF OUTSTANDING SHARES BENEFICIALLY OWNED |
PERCENTAGE CLASS OWNERSHIP |
NAME and ADDRESS of INVESTOR |
|
HARTFORD CT 06102-5051 |
|||
|
1,175,845.73 |
5.62 |
TRANSAMERICA LIFE INS CO MERRILL LYNCH LIFE VARIABLE ANNUITY A 4333 EDGEWOOD RD NE MS 4410 CEDAR RAPIDS IA 52499-0001 |
|
|
MFS GROWTH SERIES |
|||
|
3,948,238.14 |
50.05 |
LINCOLN LIFE ACCOUNT M, LVUL-DB LINCOLN LIFE MUT FD ADMN AREA MS 5C-00 1300 S CLINTON ST FORT WAYNE IN 46802-3506 |
|
|
669,304.00 |
8.48 |
PROTECTIVE VARIABLE ANNUITY 2801 HIGHWAY 280 S BIRMINGHAM AL 35223-2479 |
|
|
590,459.73 |
7.48 |
PRINCIPAL LIFE INSURANCE COMPANY CUST. PRINCIPAL EXECUTIVE VARIABLE UNIVERSAL LIFE II ATTN INDIVIDUAL LIFE ACCOUNTING 711 HIGH ST DES MOINES IA 50392-0001 |
|
|
526,518.79 |
6.67 |
NATIONWIDE LIFE INS CO (NWPP) PO BOX 182029 COLUMBUS OH 43218-2029 |
|
|
MFS HIGH YIELD PORTFOLIO |
|||
|
9,193,637.02 |
22.64 |
STATE STREET BANK AS CUSTODIAN OF MFS MODERATE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
8,321,694.89 |
20.49 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
7,876,384.45 |
19.40 |
TALCOTT RESOLUTION LIFE AND ANNUITY PO BOX 5051 HARTFORD CT 06102-5051 |
|
|
3,559,507.05 |
8.77 |
TALCOTT RESOLUTION LIFE INS CO PO BOX 5051 HARTFORD CT 06102-5051 |
|
|
2,846,539.91 |
7.01 |
STATE STREET BANK AS CUSTODIAN OF MFS GROWTH ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
2,559,541.05 |
6.30 |
STATE STREET BANK AS CUSTODIAN OF MFS CONSERVATIVE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
2,519,108.37 |
6.20 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 90 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
MFS HIGH YIELD PORTFOLIO |
|||
|
4,189,137.89 |
82.12 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
449,701.94 |
8.82 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 90 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
MFS INCOME PORTFOLIO |
|||
|
2,014,692.06 |
63.44 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
331,645.50 |
10.44 |
AMERITAS LIFE INSURANCE COMPANYRP AMERITAS VARIABLE SEPARATE VA2 ATTN VARIABLE TRADES 5900 O ST LINCOLN NE 68510-2234 |
|
|
196,757.44 |
6.20 |
AMERITAS LIFE INSURANCE COMPANYRP AMERITAS VARIABLE SEPARATE ACCT V ATTN VARIABLE TRADES 5900 O ST LINCOLN NE 68510-2234 |
|
|
MFS INCOME PORTFOLIO |
|||
|
563,043.45 |
65.54 |
NATIONWIDE LIFE INSURANCE COMPANY NWVAII P.O. BOX 182029 COLUMBUS OH 43218-2029 |
|
|
257,654.82 |
29.99 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
FUND and CLASS NAME |
NUMBER OF OUTSTANDING SHARES BENEFICIALLY OWNED |
PERCENTAGE CLASS OWNERSHIP |
NAME and ADDRESS of INVESTOR |
|
MFS INFLATION-ADJUSTED BOND PORTFOLIO |
|||
|
5,694,008.67 |
52.93 |
STATE STREET BANK AS CUSTODIAN OF MFS MODERATE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
3,203,547.65 |
29.78 |
STATE STREET BANK AS CUSTODIAN OF MFS CONSERVATIVE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
1,764,867.69 |
16.40 |
STATE STREET BANK AS CUSTODIAN OF MFS GROWTH ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
MFS INFLATION-ADJUSTED BOND PORTFOLIO |
|||
|
8,898,813.29 |
92.79 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
633,011.85 |
6.60 |
DELAWARE LIFE INSURANCE COMPANY OF NY GROUP 60 - VARIABLE ACCOUNT C 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 |
|
|
MFS INTERNATIONAL GROWTH PORTFOLIO |
|||
|
1,804,566.24 |
22.11 |
STATE STREET BANK AS CUSTODIAN OF MFS MODERATE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
1,640,957.21 |
20.11 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
932,713.33 |
11.43 |
STATE STREET BANK AS CUSTODIAN OF MFS GROWTH ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
723,859.85 |
8.87 |
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION (NYLIAC) ATTN ASHESH UPADHYAY 30 HUDSON ST JERSEY CITY NJ 07302-4804 |
|
|
594,755.53 |
7.29 |
NATIONWIDE LIFE & ANNUITY INSURANCE NWVL-G P.O. BOX 182029 COLUMBUS OH 43218-2029 |
|
|
545,567.35 |
6.69 |
SYMETRA LIFE INSURANCE COMPANY VARIABLE LIFE PRODUCT 777 108TH AVE NE BELLEVUE WA 98004-5135 |
|
|
446,920.75 |
5.48 |
GREAT-WEST LIFE & ANNUITY COLI VUL 7 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002 |
|
|
MFS INTERNATIONAL GROWTH PORTFOLIO |
|||
|
3,905,957.39 |
43.36 |
NATIONWIDE LIFE INSURANCE COMPANY NWVAII P.O. BOX 182029 COLUMBUS OH 43218-2029 |
|
|
1,936,168.16 |
21.49 |
NATIONWIDE INSURANCE COMPANY NWPP PO BOX 182029 COLUMBUS OH 43218-2029 |
|
|
663,563.54 |
7.37 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
533,170.44 |
5.92 |
PRUCO LIFE INSURANCE COMPANY PLAZ ANNUITY ATTN SEP ACCTS TRADE CONFIRMS 213 WASHINGTON ST FL 7 NEWARK NJ 07102-2917 |
|
|
MFS INTERNATIONAL INTRINSIC VALUE PORTFOLIO |
|||
|
2,172,615.48 |
23.87 |
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION (NYLIAC) ATTN ASHESH UPADHYAY 30 HUDSON ST JERSEY CITY NJ 07302-4804 |
|
FUND and CLASS NAME |
NUMBER OF OUTSTANDING SHARES BENEFICIALLY OWNED |
PERCENTAGE CLASS OWNERSHIP |
NAME and ADDRESS of INVESTOR |
|
1,493,456.89 |
16.41 |
LINCOLN LIFE ACCOUNT M, LVUL-DB LINCOLN LIFE MUT FD ADMN AREA MS 5C-00 1300 S CLINTON ST FORT WAYNE IN 46802-3506 |
|
|
981,008.54 |
10.78 |
GREAT-WEST LIFE & ANNUITY COLI VUL 7 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002 |
|
|
884,692.30 |
9.72 |
STATE STREET BANK AS CUSTODIAN OF MFS MODERATE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
846,331.30 |
9.30 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
496,877.08 |
5.46 |
MINNESOTA LIFE INSURANCE COMPANY 400 ROBERT ST N SAINT PAUL MN 55101-2037 |
|
|
457,864.97 |
5.03 |
STATE STREET BANK AS CUSTODIAN OF MFS GROWTH ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
MFS INTERNATIONAL INTRINSIC VALUE PORTFOLIO |
|||
|
8,644,897.07 |
24.61 |
NATIONWIDE LIFE INS CO (NWVAII) PO BOX 182029 COLUMBUS OH 43218-2029 |
|
|
7,397,718.57 |
21.06 |
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION (NYLIAC) ATTN ASHESH UPADHYAY 30 HUDSON ST JERSEY CITY NJ 07302-4804 |
|
|
6,177,977.75 |
17.58 |
NATIONWIDE LIFE INS CO (NWPP) PO BOX 182029 COLUMBUS OH 43218-2029 |
|
|
2,770,726.56 |
7.89 |
NATIONWIDE LIFE INS CO (NWVLI4) PO BOX 182029 COLUMBUS OH 43218-2029 |
|
|
MFS INVESTORS TRUST SERIES |
|||
|
2,490,103.51 |
26.02 |
TALCOTT RESOLUTION LIFE AND ANNUITY PO BOX 5051 HARTFORD CT 06102-5051 |
|
|
1,679,675.06 |
17.55 |
MAC & CO 825939 AGGRESSIVE MODEL PORTFOLIO ATTN: MUTUAL FUND OPERATIONS 500 GRANT ST RM 151-1010 PITTSBURGH PA 15219-2502 |
|
|
1,076,619.39 |
11.25 |
MAC & CO 825938 MODEL PORTFOLIO ATTN: MUTUAL FUND OPERATIONS 500 GRANT ST RM 151-1010 PITTSBURGH PA 15219-2502 |
|
|
888,599.24 |
9.29 |
MAC & CO 825919 MODEL PORTFOLIO ATTN: MUTUAL FUND OPERATIONS 500 GRANT ST RM 151-1010 PITTSBURGH PA 15219-2502 |
|
|
751,039.88 |
7.85 |
TALCOTT RESOLUTION LIFE INS CO PO BOX 5051 HARTFORD CT 06102-5051 |
|
|
658,298.05 |
6.88 |
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION (NYLIAC) ATTN ASHESH UPADHYAY 30 HUDSON ST JERSEY CITY NJ 07302-4804 |
|
|
MFS INVESTORS TRUST SERIES |
|||
|
7,775,448.73 |
74.63 |
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION (NYLIAC) ATTN ASHESH UPADHYAY 30 HUDSON ST JERSEY CITY NJ 07302-4804 |
|
|
988,480.12 |
9.49 |
PROTECTIVE VARIABLE ANNUITY 2801 HIGHWAY 280 S BIRMINGHAM AL 35223-2479 |
|
|
600,413.80 |
5.76 |
AXA EQUITABLE LIFE INSURANCE COMPANY AR 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105-0302 |
|
|
MFS LIMITED MATURITY PORTFOLIO INITIAL CLASS |
|||
|
12,226,030.42 |
58.15 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
2,851,272.06 |
13.56 |
STATE STREET BANK AS CUSTODIAN OF MFS CONSERVATIVE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
FUND and CLASS NAME |
NUMBER OF OUTSTANDING SHARES BENEFICIALLY OWNED |
PERCENTAGE CLASS OWNERSHIP |
NAME and ADDRESS of INVESTOR |
|
2,791,460.09 |
13.28 |
STATE STREET BANK AS CUSTODIAN OF MFS MODERATE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
1,510,981.90 |
7.19 |
DELAWARE LIFE INSURANCE COMPANY LARGE CASE VUL G 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
MFS LIMITED MATURITY PORTFOLIO SERVICE CLASS |
|||
|
6,994,117.22 |
88.32 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
468,143.79 |
5.91 |
NATIONWIDE LIFE INSURANCE COMPANY NWVAII P.O. BOX 182029 COLUMBUS OH 43218-2029 |
|
|
405,021.70 |
5.11 |
DELAWARE LIFE INSURANCE COMPANY OF NY GROUP 60 - VARIABLE ACCOUNT C 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 |
|
|
MFS MASSACHUSETTS INVESTORS GROWTH STOCK PORTFOLIO |
|||
|
17,210,655.45 |
74.40 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
1,269,012.07 |
5.49 |
TALCOTT RESOLUTION LIFE AND ANNUITY PO BOX 5051 HARTFORD CT 06102-5051 |
|
|
MFS MASSACHUSETTS INVESTORS GROWTH STOCK PORTFOLIO |
|||
|
5,009,168.32 |
29.03 |
IDS LIFE INSURANCE COMPANY RAVA-1MG-AMERICAN EXPRESS 10468 AMERIPRISE FINANCIAL CENTER MINNEAPOLIS MN 55474-0001 |
|
|
2,837,837.56 |
16.45 |
SEPARATE ACC A OF PACIFIC LIFE INSURANCE COMPANY 700 NEWPORT CENTER DR NEWPORT BEACH CA 92660-6307 |
|
|
2,040,793.76 |
11.83 |
AXA EQUITABLE LIFE INSURANCE COMPANY AR 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105-0302 |
|
|
1,241,069.08 |
7.19 |
PROTECTIVE VARIABLE ANNUITY 2801 HIGHWAY 280 S BIRMINGHAM AL 35223-2479 |
|
|
1,169,063.32 |
6.78 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
916,321.05 |
5.31 |
AUGUSTAR LIFE INSURANCE COMPANY S 1 FINANCIAL WAY CINCINNATI OH 45242-5800 |
|
|
MFS MID CAP GROWTH SERIES |
|||
|
7,193,075.10 |
29.82 |
STATE STREET BANK AS CUSTODIAN OF MFS MODERATE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
4,185,725.74 |
17.35 |
TALCOTT RESOLUTION LIFE INS CO PO BOX 5051 HARTFORD CT 06102-5051 |
|
|
2,862,763.60 |
11.87 |
STATE STREET BANK AS CUSTODIAN OF MFS GROWTH ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
1,947,525.98 |
8.07 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
1,582,120.10 |
6.56 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 90 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
1,389,350.95 |
5.76 |
TALCOTT RESOLUTION LIFE AND ANNUITY PO BOX 5051 HARTFORD CT 06102-5051 |
|
|
MFS MID CAP GROWTH SERIES SERVICE CLASS |
|||
|
6,437,315.23 |
40.95 |
AUGUSTAR LIFE INSURANCE COMPANY S 1 FINANCIAL WAY |
|
FUND and CLASS NAME |
NUMBER OF OUTSTANDING SHARES BENEFICIALLY OWNED |
PERCENTAGE CLASS OWNERSHIP |
NAME and ADDRESS of INVESTOR |
|
CINCINNATI OH 45242-5800 |
|||
|
2,842,778.47 |
18.09 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
1,187,107.80 |
7.55 |
PRUCO LIFE INSURANCE COMPANY PLAZ ANNUITY ATTN SEP ACCTS TRADE CONFIRMS 213 WASHINGTON ST FL 7 NEWARK NJ 07102-2917 |
|
|
1,135,278.00 |
7.22 |
MINNESOTA LIFE INSURANCE COMPANY 400 ROBERT ST N SAINT PAUL MN 55101-2037 |
|
|
922,387.30 |
5.87 |
NATIONWIDE LIFE INSURANCE COMPANY NWVAII P.O. BOX 182029 COLUMBUS OH 43218-2029 |
|
|
829,022.25 |
5.27 |
NATIONWIDE LIFE INSURANCE COMPANY NWPP P.O. BOX 182029 COLUMBUS OH 43218-2029 |
|
|
MFS MID CAP VALUE PORTFOLIO INITIAL CLASS |
|||
|
6,194,764.96 |
24.21 |
STATE STREET BANK AS CUSTODIAN OF MFS MODERATE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
3,068,118.68 |
11.99 |
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION (NYLIAC) ATTN ASHESH UPADHYAY 30 HUDSON ST JERSEY CITY NJ 07302-4804 |
|
|
2,491,101.04 |
9.74 |
STATE STREET BANK AS CUSTODIAN OF MFS GROWTH ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
1,822,752.57 |
7.12 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 90 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
1,811,462.35 |
7.08 |
LINCOLN LIFE ACCOUNT M, LVUL-DB LINCOLN LIFE MUT FD ADMN AREA MS 5C-00 1300 S CLINTON STFORT WAYNE IN 46802-3506 |
|
|
1,656,883.58 |
6.48 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
1,346,499.37 |
5.26 |
PRUDENTIAL TOLI ALABAMA POWER 290 W MOUNT PLEASANT AVE LIVINGSTON NJ 07039-2761 |
|
|
MFS MID CAP VALUE PORTFOLIO SERVICE CLASS |
|||
|
9,907,518.67 |
41.70 |
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION (NYLIAC) ATTN ASHESH UPADHYAY 30 HUDSON ST JERSEY CITY NJ 07302-4804 |
|
|
5,310,440.81 |
22.35 |
NATIONWIDE LIFE INSURANCE COMPANY NWVAII P.O. BOX 182029 COLUMBUS OH 43218-2029 |
|
|
1,413,922.92 |
5.95 |
NATIONWIDE LIFE INSURANCE COMPANY NWPP P.O. BOX 182029 COLUMBUS OH 43218-2029 |
|
|
1,354,313.04 |
5.70 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
1,254,219.99 |
5.28 |
THRIVENT VARIABLE ANNUITY 1 DBA THRIVENT FINANCIAL FOR LUTHERANS 625 4TH AVE S MINNEAPOLIS MN 55415-1604 |
|
|
1,245,884.35 |
5.24 |
NATIONWIDE LIFE INSURANCE COMPANY NWVA4 P.O. BOX 182029 COLUMBUS OH 43218-2029 |
|
|
MFS MODERATE ALLOCATION PORTFOLIO |
|||
|
266,387.70 |
49.61 |
DELAWARE LIFE INSURANCE COMPANY VUL - VARIABLE ACCOUNT I 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
118,210.44 |
22.01 |
DELAWARE LIFE INSURANCE COMPANY OF NY SMALL COLI - VARIABLE ACCOUNT D 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 |
|
|
111,068.91 |
20.68 |
DELAWARE LIFE INSURANCE COMPANY SUN EXECUTIVE VUL -VARIABLE ACCT I 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
FUND and CLASS NAME |
NUMBER OF OUTSTANDING SHARES BENEFICIALLY OWNED |
PERCENTAGE CLASS OWNERSHIP |
NAME and ADDRESS of INVESTOR |
|
40,172.55 |
7.48 |
DELAWARE LIFE INSURANCE COMPANY SEPARATE ACCT R VARIABLE ACCT S 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
MFS MODERATE ALLOCATION PORTFOLIO |
|||
|
75,790,831.67 |
91.46 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
6,327,135.69 |
7.64 |
DELAWARE LIFE INSURANCE COMPANY OF NY GROUP 60 - VARIABLE ACCOUNT C 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 |
|
|
MFS NEW DISCOVERY SERIES |
|||
|
4,766,161.84 |
21.50 |
TALCOTT RESOLUTION LIFE AND ANNUITY PO BOX 5051 HARTFORD CT 06102-5051 |
|
|
2,454,312.49 |
11.07 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
1,975,559.07 |
8.91 |
GREAT WEST LIFE 8515 E ORCHARD RD GREENWOOD VILLAGE CO 80111-5002 |
|
|
1,523,121.33 |
6.87 |
TALCOTT RESOLUTION LIFE INS CO PO BOX 5051 HARTFORD CT 06102-5051 |
|
|
MFS NEW DISCOVERY SERIES |
|||
|
9,260,753.08 |
23.86 |
NATIONWIDE LIFE INSURANCE COMPANY NWVAII P.O. BOX 182029 COLUMBUS OH 43218-2029 |
|
|
5,328,807.50 |
13.73 |
IDS LIFE INSURANCE COMPANY RAVA-1MD-AMERICAN EXPRESS 10468 AMERIPRISE FINANCIAL CENTER MINNEAPOLIS MN 55474-0001 |
|
|
4,130,137.81 |
10.64 |
PROTECTIVE VARIABLE ANNUITY 2801 HIGHWAY 280 S BIRMINGHAM AL 35223-2479 |
|
|
2,631,994.66 |
6.78 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
2,321,522.93 |
5.98 |
PACIFIC SELECT EXEC SEPARATE ACCT OF PACIFIC LIFE 700 NEWPORT CENTER DR NEWPORT BEACH CA 92660-6307 |
|
|
2,420,308.37 |
6.24 |
TRANSAMERICA LIFE INSURANCE COMPANY VA B 4333 EDGEWOOD RD NE MS 4410 CEDAR RAPIDS IA 52499-0001 |
|
|
2,175,755.08 |
5.61 |
THRIVENT VARIABLE ANNUITY 1 DBA THRIVENT FINANCIAL FOR LUTHERANS 625 4TH AVE S MINNEAPOLIS MN 55415-1604 |
|
|
MFS NEW DISCOVERY VALUE PORTFOLIO |
|||
|
1,689,242.37 |
41.53 |
STATE STREET BANK AS CUSTODIAN OF MFS MODERATE ALLOCATION PORTFOLIO 1200 CROWN COLONY DR QUINCY MA 02169-0938 |
|
|
711,786.00 |
17.50 |
STATE STREET BANK AS CUSTODIAN OF MFS GROWTH ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
423,989.79 |
10.42 |
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION (NYLIAC) ATTN ASHESH UPADHYAY 30 HUDSON ST JERSEY CITY NJ 07302-4804 |
|
|
377,672.58 |
9.29 |
DELAWARE LIFE INSURANCE COMPANY SEPARATE ACCT R VARIABLE ACCT S 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
312,365.50 |
7.68 |
STATE STREET BANK AS CUSTODIAN OF MFS CONSERVATIVE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
211,603.84 |
5.20 |
PRINCIPAL NATIONAL LIFE INSURANCE COMPANY CUST. FBO PRIVATE PLACEMENT VUL ATTN INDIVIDUAL ACCOUNTING 711 HIGH ST. DES MOINES IA 50392-0001 |
|
FUND and CLASS NAME |
NUMBER OF OUTSTANDING SHARES BENEFICIALLY OWNED |
PERCENTAGE CLASS OWNERSHIP |
NAME and ADDRESS of INVESTOR |
|
204,155.14 |
5.02 |
TRANSAMERICA LIFE INSURANCE COMPANY EM PRIVATE PLACEMENT 4333 EDGEWOOD RD NE MS 4410 CEDAR RAPIDS IA 52499-0001 |
|
|
MFS NEW DISCOVERY VALUE PORTFOLIO |
|||
|
892,392.24 |
46.50 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
277,032.19 |
14.44 |
DELAWARE LIFE INSURANCE COMPANY 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
255,602.26 |
13.32 |
PRINCIPAL LIFE INSURANCE COMPANY CUST. PRINCIPAL EXECUTIVE VARIABLE UN IVERSAL LIFE II ATTN INDIVIDUAL LIFE ACCOUNTING 711 HIGH ST # 750-07A24 DES MOINES IA 50392-9992 |
|
|
217,210.01 |
11.32 |
PRINCIPAL NATIONAL LIFE INSURANCE COMPANY CUST. FBO VARIABLE UNIVERSAL LIFE III ATTN INDIVIDUAL ACCOUNTING 711 HIGH ST. DES MOINES IA 50392-0001 |
|
|
MFS RESEARCH INTERNATIONAL PORTFOLIO |
|||
|
7,825,093.14 |
40.59 |
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION (NYLIAC) ATTN ASHESH UPADHYAY 30 HUDSON ST JERSEY CITY NJ 07302-4804 |
|
|
4,217,230.76 |
21.88 |
STATE STREET BANK AS CUSTODIAN OF MFS MODERATE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
1,634,664.12 |
8.48 |
STATE STREET BANK AS CUSTODIAN OF MFS GROWTH ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
1,255,226.88 |
6.51 |
AMERITAS LIFE INSURANCE COMPANY RP AMERITAS VARIABLE SEPARATE VA2 ATTN VARIABLE TRADES 5900 O ST LINCOLN NE 68510-2234 |
|
|
MFS RESEARCH INTERNATIONAL PORTFOLIO |
|||
|
1,711,137.12 |
23.94 |
NATIONWIDE LIFE INSURANCE COMPANY NWVAII P.O. BOX 182029 COLUMBUS OH 43218-2029 |
|
|
1,494,266.04 |
20.90 |
SECURITY BENEFIT LIFE INSURANCE COMPANY SBL VARIFLEX Q NAVISYS ONE SECURITY BENEFIT PLACE TOPEKA KS 66636-1000 |
|
|
1,471,168.84 |
20.58 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
418,431.82 |
5.85 |
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION (NYLIAC) ATTN ASHESH UPADHYAY 30 HUDSON ST JERSEY CITY NJ 07302-4804 |
|
|
390,900.74 |
5.47 |
SECURITY BENEFIT LIFE INSURANCE COMPANY UNBUNDLED C/O VARIABLE ANNUITY DEPT ONE SECURITY BENEFIT PLACE TOPEKA KS 66636-1000 |
|
|
363,953.59 |
5.09 |
NATIONWIDE LIFE INS CO (NWVLI4) PO BOX 182029 COLUMBUS OH 43218-2029 |
|
|
MFS RESEARCH SERIES |
|||
|
1,930,443.31 |
15.59 |
MAC & CO 825939 AGGRESSIVE MODEL PORTFOLIO ATTN: MUTUAL FUND OPERATIONS 500 GRANT ST RM 151-1010 PITTSBURGH PA 15219-2502 |
|
|
1,914,387.28 |
15.46 |
STATE STREET BANK AS CUSTODIAN OF MFS MODERATE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
1,031,137.34 |
8.33 |
MAC & CO 825938 MODEL PORTFOLIO ATTN: MUTUAL FUND OPERATIONS 500 GRANT ST RM 151-1010 PITTSBURGH PA 15219-2502 |
|
|
817,033.45 |
6.60 |
MAC & CO 825919 MODEL PORTFOLIO ATTN: MUTUAL FUND OPERATIONS 500 GRANT ST RM 151-1010 PITTSBURGH PA |
|
FUND and CLASS NAME |
NUMBER OF OUTSTANDING SHARES BENEFICIALLY OWNED |
PERCENTAGE CLASS OWNERSHIP |
NAME and ADDRESS of INVESTOR |
|
15219-2502 |
|||
|
756,340.56 |
6.11 |
STATE STREET BANK AS CUSTODIAN OF MFS GROWTH ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
MFS RESEARCH SERIES |
|||
|
6,111,723.76 |
68.01 |
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION (NYLIAC) ATTN ASHESH UPADHYAY 30 HUDSON ST JERSEY CITY NJ 07302-4804 |
|
|
2,475,192.15 |
27.54 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
MFS TECHNOLOGY PORTFOLIO |
|||
|
554,654.17 |
71.48 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
89,051.36 |
11.48 |
LINCOLN LIFE ACCOUNT M, LVUL-DB LINCOLN LIFE MUT FD ADMN AREA MS 5C-00 1300 S CLINTON ST FORT WAYNE IN 46802-3506 |
|
|
57,808.91 |
7.45 |
AXCELUS FINANCIAL LIFE INSURANCE COMPANY S 1650 MARKET STREET 8TH FL PHILADELPHIA PA 19103-7323 |
|
|
49,276.66 |
6.35 |
THRIVENT VARIABLE ANNUITY 1 DBA THRIVENT FINANCIAL FOR LUTHERANS 625 4TH AVE S MINNEAPOLIS MN 55415-1604 |
|
|
MFS TECHNOLOGY PORTFOLIO |
|||
|
1,437,867.14 |
36.62 |
THRIVENT VARIABLE ANNUITY 1 DBA THRIVENT FINANCIAL FOR LUTHERANS 625 4TH AVE S MINNEAPOLIS MN 55415-1604 |
|
|
585,807.99 |
14.92 |
PRUCO LIFE INSURANCE COMPANY PLAZ ANNUITY ATTN SEP ACCTS TRADE CONFIRMS 213 WASHINGTON ST FL 7 NEWARK NJ 07102-2917 |
|
|
364,050.57 |
9.27 |
MIDLAND NATIONAL LIFE INSURANCE COMPANY 8300 MILLS CIVIC PKWY WEST DES MOINES IA 50266-3833 |
|
|
362,896.48 |
9.24 |
GUARDIAN INSURANCE & ANNUITY CO INC S/A R B SHARE 2012 2BF INDIV MARKETS PRODUCT FINANCE-NRO 6255 STERNER'S WAY BETHLEHEM PA 18017-8993 |
|
|
271,211.45 |
6.91 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
207,884.50 |
5.29 |
DELAWARE LIFE INSURANCE COMPANY 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
MFS TOTAL RETURN BOND SERIES INITIAL CLASS |
|||
|
20,278,658.41 |
31.22 |
TALCOTT RESOLUTION LIFE AND ANNUITY PO BOX 5051 HARTFORD CT 06102-5051 |
|
|
10,555,984.20 |
16.25 |
GREAT WEST LIFE & ANNUITY INSURANCE COMPANY 8515 E ORCHARD RD GREENWOOD VILLAGE CO 80111-5002 |
|
|
9,091,314.11 |
14.00 |
STATE STREET BANK AS CUSTODIAN OF MFS MODERATE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
8,622,288.10 |
13.27 |
PRUCO LIFE INSURANCE COMPANY PLAZ LIFE ATTN SEP ACCTS TRADE CONFIRMS 213 WASHINGTON ST FL 7 NEWARK NJ 07102-2917 |
|
|
3,429,118.55 |
5.28 |
STATE STREET BANK AS CUSTODIAN OF MFS CONSERVATIVE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
MFS TOTAL RETURN BOND SERIES SERVICE CLASS |
|
FUND and CLASS NAME |
NUMBER OF OUTSTANDING SHARES BENEFICIALLY OWNED |
PERCENTAGE CLASS OWNERSHIP |
NAME and ADDRESS of INVESTOR |
|
24,211,559.26 |
37.24 |
PROTECTIVE VARIABLE ANNUITY PO BOX 2606 BIRMINGHAM AL 35202-2606 |
|
|
23,591,582.83 |
36.42 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
5,829,755.15 |
8.97 |
TALCOTT RESOLUTION LIFE AND ANNUITY PO BOX 5051 HARTFORD CT 06102-5051 |
|
|
MFS TOTAL RETURN SERIES |
|||
|
12,071,632.95 |
29.86 |
TALCOTT RESOLUTION LIFE AND ANNUITY PO BOX 5051 HARTFORD CT 06102-5051 |
|
|
11,230,216.02 |
27.78 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
7,203,952.21 |
17.82 |
LINCOLN LIFE ACCOUNT M, LVUL-DB LINCOLN LIFE MUT FD ADMN AREA MS 5C-00 1300 S CLINTON STFORT WAYNE IN 46802-3506 |
|
|
3,406,055.35 |
8.42 |
TALCOTT RESOLUTION LIFE INS CO PO BOX 5051 HARTFORD CT 06102-5051 |
|
|
MFS TOTAL RETURN SERIES |
|||
|
18,345,775.32 |
37.38 |
SEPARATE ACC A OF PACIFIC LIFE INSURANCE COMPANY 700 NEWPORT CENTER DR NEWPORT BEACH CA 92660-6307 |
|
|
7,930,602.73 |
16.16 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
5,481,515.94 |
11.17 |
LINCOLN LIFE ACCOUNT M, LVUL-DB LINCOLN LIFE MUT FD ADMN AREA MS 5C-00 1300 S CLINTON STFORT WAYNE IN 46802-3506 |
|
|
4,856,365.79 |
9.89 |
AUGUSTAR LIFE INSURANCE COMPANY S 1 FINANCIAL WAY CINCINNATI OH 45242-5800 |
|
|
MFS U.S. GOVERNMENT MONEY MARKET PORTFOLIO |
|||
|
109,016,170.60 |
62.76 |
DELAWARE LIFE INSURANCE COMPANY CORPORATE/FUTURITY VUL-VARI ACCT G 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
40,427,490.76 |
23.28 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
13,200,551.07 |
7.60 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 90 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
MFS U.S. GOVERNMENT MONEY MARKET PORTFOLIO |
|||
|
90,891,253.90 |
91.30 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
5,429,717.36 |
5.45 |
DELAWARE LIFE INSURANCE COMPANY OF NY GROUP 60 - VARIABLE ACCOUNT C 1601 TRAPELO ROAD SUITE 30 WALTHAM MA 02451-7360 |
|
|
MFS UTILITIES SERIES |
|||
|
7,181,130.37 |
48.45 |
LINCOLN LIFE ACCOUNT M, LVUL-DB LINCOLN LIFE MUT FD ADMN AREA MS 5C-00 1300 S CLINTON ST FORT WAYNE IN 46802-3506 |
|
|
1,907,827.70 |
12.87 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
1,736,194.42 |
11.71 |
PRUCO LIFE INSURANCE COMPANY ATTN SEPARATE ACCTS TRADE CONFIRM 213 WASHINGTON ST FL 7 NEWARK NJ 07102-2917 |
|
FUND and CLASS NAME |
NUMBER OF OUTSTANDING SHARES BENEFICIALLY OWNED |
PERCENTAGE CLASS OWNERSHIP |
NAME and ADDRESS of INVESTOR |
|
MFS UTILITIES SERIES |
|||
|
5,215,297.79 |
29.71 |
LINCOLN LIFE ACCOUNT M, LVUL-DB LINCOLN LIFE MUT FD ADMN AREA MS 5C-00 1300 S CLINTON ST FORT WAYNE IN 46802-3506 |
|
|
4,421,431.89 |
25.18 |
IDS LIFE INSURANCE COMPANY RAVA SELECT 4UT 10468 AMERIPRISE FINANCIAL CENTER MINNEAPOLIS MN 55474-0001 |
|
|
1,673,771.23 |
9.53 |
SEPARATE ACC A OF PACIFIC LIFE INSURANCE COMPANY 700 NEWPORT CENTER DR NEWPORT BEACH CA 92660-6307 |
|
|
926,895.51 |
5.28 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
MFS VALUE SERIES |
|||
|
16,421,346.89 |
29.22 |
PRUDENTIAL TOLI ALABAMA POWER 290 W MOUNT PLEASANT AVE LIVINGSTON NJ 07039-2761 |
|
|
6,954,409.13 |
12.37 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
|
6,361,855.66 |
11.32 |
TALCOTT RESOLUTION LIFE AND ANNUITY PO BOX 5051 HARTFORD CT 06102-5051 |
|
|
5,527,155.57 |
9.83 |
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION ATTN ASHESH UPADHYAY 30 HUDSON ST JERSEY CITY NJ 07302-4804 |
|
|
3,669,483.13 |
6.53 |
PRUCO LIFE INSURANCE COMPANY PLAZ LIFE ATTN SEP ACCTS TRADE CONFIRMS 213 WASHINGTON ST FL 7 NEWARK NJ 07102-2917 |
|
|
3,685,559.73 |
6.56 |
STATE STREET BANK AS CUSTODIAN OF MFS MODERATE ALLOCATION PORTFOLIO 200 NEWPORT AVENUE EXT NORTH QUINCY MA 02171-2102 |
|
|
MFS VALUE SERIES |
|||
|
16,138,284.54 |
30.29 |
NATIONWIDE LIFE INS CO (NWVAII) PO BOX 182029 COLUMBUS OH 43218-2029 |
|
|
6,145,632.48 |
11.53 |
PROTECTIVE VARIABLE ANNUITY PO BOX 2606 BIRMINGHAM AL 35202-2606 |
|
|
5,115,663.43 |
9.60 |
NATIONWIDE LIFE INS CO (NWPP) PO BOX 182029 COLUMBUS OH 43218-2029 |
|
|
4,149,922.91 |
7.79 |
NATIONWIDE LIFE INS CO (NWVLI4) PO BOX 182029 COLUMBUS OH 43218-2029 |
|
|
3,370,603.07 |
6.33 |
SEPARATE ACC A OF PACIFIC LIFE INSURANCE COMPANY 700 NEWPORT CENTER DR NEWPORT BEACH CA 92660-6307 |
|
|
3,345,586.41 |
6.28 |
DELAWARE LIFE INSURANCE COMPANY FD GROUP 50 - VARIABLE ACCOUNT F 230 3RD AVENUE WALTHAM MA 02451-7553 |
|
PO Box 43131 |
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EVERY VOTE IS IMPORTANT |
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EASY VOTING OPTIONS: |
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VOTE ON THE INTERNET |
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VOTE BY TELEPHONE |
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VOTE BY MAIL |
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Do not mail your |
Please detach at perforation before mailing
PROXY
MFS® VARIABLE INSURANCE TRUST, MFS® VARIABLE INSURANCE TRUST II
AND MFS® VARIABLE INSURANCE TRUST III
111 Huntington Avenue, Boston, Massachusetts 02199
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 14, 2024
This proxy is solicited on behalf of the Board of Trustees of each Trust.
The signer of this proxy card hereby appoints Christopher R. Bohane, Brian E. Langenfeld, Amanda S. Mooradian, Susan A. Pereira, Matthew A. Stowe, and William B. Wilson and each of them separately, proxies, with power of substitution, and hereby authorizes each of them to represent, and to vote, as designated on the reverse side, at the Special Meeting of Shareholders of the Fund(s) listed on the reverse side (each a series of the "Trusts"), to be held on Thursday, November 14, 2024 at 10:30 a.m., Eastern Time, and at any adjournments all of the common shares of the Trust that the undersigned would be entitled to vote if personally present. Only a Fund's shareholders of record on August 23, 2024 will be entitled to vote at that Fund's Special Meeting of Shareholders.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SIGNING SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL. IF ANY NOMINEE FOR TRUSTEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE, THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE FOR THE ELECTION OF ANY OTHER PERSON IN PLACE OF SUCH NOMINEE. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETINGOR ANY ADJOURNMENTS OF THE MEETING. THE TRUSTEES THAT OVERSEE YOUR FUND RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE.
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING, DATING, AND RETURNING THE ENCLOSED PROXY, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF A SECOND SOLICITATION. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503
MFS_34067_080924
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE
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xxxxxxxxxxxxxx |
code |
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EVERY SHAREHOLDER'S VOTE IS IMPORTANT |
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Shareholders to be held on November 14, 2024.
The Proxy Statement is available at https://www.proxy-direct.com/mfs-34067
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FUNDS |
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[Fund Name Drop-In] |
Please detach at perforation before mailing.
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TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: |
X |
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A |
Proposal |
THE TRUSTEES THAT OVERSEE YOUR FUND RECOMMEND A VOTE "FOR" THE PROPOSAL |
1. To elect, effective as of January 1, 2025, twelve nominees as Trustees of each of the Trusts of which the Funds are series.
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FOR ALL |
WITHHOLD ALL |
FOR ALL EXCEPT |
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01. Steven E. Buller |
02. John A. Caroselli |
03. Maureen R. Goldfarb |
04. Peter D. Jones |
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05. John P. Kavanaugh |
06. James W. Kilman, Jr. |
07. Clarence Otis, Jr. |
08. Michael W. Roberge |
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09. Maryanne L. Roepke |
10. Paula E. Smith |
11. Laurie J. Thomsen |
12. Darrell A. Williams |
To withhold authority to vote for any individual, mark the box "FOR ALL EXCEPT" and write the nominee's number on the
line provided.
________________________________________________________________________________________
2.To transact such other business as may properly come before the Meeting and any adjournment(s) thereof.
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B |
Authorized Signatures ─ This section must be completed for your vote to be counted.─ Sign and Date Below |
Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
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Date (mm/dd/yyyy) ─ Please print date below |
Signature 1 ─ Please keep signature within the box |
Signature 2 ─ Please keep signature within the box |
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/ / |
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Scanner bar code |
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xxxxxxxxxxxxxx |
MFS1 34067 |
xxxxxxxx |
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PO Box 43131 |
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EASY VOTING OPTIONS: |
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VOTE ON THE INTERNET |
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VOTE BY TELEPHONE |
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VOTE BY MAIL |
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Do not mail your |
Please detach at perforation before mailing
VOTING INSTRUCTION CARD
MFS® VARIABLE INSURANCE TRUST, MFS® VARIABLE INSURANCE TRUST II
AND MFS® VARIABLE INSURANCE TRUST III
111 Huntington Avenue, Boston, Massachusetts 02199
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 14, 2024
[INSURANCE COMPANY DROP-IN]
Revoking any prior instructions, the undersigned instructs the above referenced insurance company (the "Insurance Company") to vote and act with respect to all shares of the Fund(s) listed on the reverse side (each a series of the "Trusts") that are attributable to his or her contract or interest therein and held in the Insurance Company separate account, at the Special Meeting of Shareholders to be held at 10:30 a.m., Eastern Time, on Thursday, November 14, 2024, and any postponement or adjournment thereof. The undersigned, by completing this Voting Instruction Card, does hereby authorize the above-named insurance company to exercise its discretion in voting upon such other business as may properly come before the Meeting or any adjournments thereof.
If you sign on the reverse side but do not mark instructions, the Insurance Company will vote all shares of the Fund(s) attributable to your account value FOR the Proposal. If you do not return this Voting Instruction Card, the Insurance Company will vote all shares attributable to your account value in proportion to the timely voting instructions actually received from contract owners in the separate account.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-866-298-8476
MFS_34067_080924_VI
THIS VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE
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xxxxxxxxxxxxxx |
code |
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EVERY CONTRACT OWNER'S VOTE IS IMPORTANT! |
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Shareholders to be held on November 14, 2024.
The Proxy Statement is available at https://www.proxy-direct.com/mfs-34067
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FUNDS |
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[Fund Name Drop-In] |
Please detach at perforation before mailing.
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TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: |
X |
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A |
Proposal |
THE TRUSTEES THAT OVERSEE YOUR FUND RECOMMEND A VOTE "FOR" THE PROPOSAL |
1. To elect, effective as of January 1, 2025, twelve nominees as Trustees of each of the Trusts of which the Funds are series.
|
FOR ALL |
WITHHOLD ALL |
FOR ALL EXCEPT |
||||||||||||
|
01. Steven E. Buller |
02. John A. Caroselli |
03. Maureen R. Goldfarb |
04. Peter D. Jones |
|||||||||||
|
05. John P. Kavanaugh |
06. James W. Kilman, Jr. |
07. Clarence Otis, Jr. |
08. Michael W. Roberge |
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09. Maryanne L. Roepke |
10. Paula E. Smith |
11. Laurie J. Thomsen |
12. Darrell A. Williams |
To withhold authority to vote for any individual, mark the box "FOR ALL EXCEPT" and write the nominee's number on the
line provided.
________________________________________________________________________________________
2.To transact such other business as may properly come before the Meeting and any adjournment(s) thereof.
|
B |
Authorized Signatures ─ This section must be completed for your vote to be counted.─ Sign and Date Below |
Note: Please sign exactly as your name(s) appear(s) on this voting instruction card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
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Date (mm/dd/yyyy) ─ Please print date below |
Signature 1 ─ Please keep signature within the box |
Signature 2 ─ Please keep signature within the box |
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/ / |
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Scanner bar code |
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xxxxxxxxxxxxxx |
MFS2 34067 |
xxxxxxxx |