Massachusetts Investors Trust (MITBX) DEF 14ADefinitive proxy

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETINGS TO BE HELD ON NOVEMBER 14, 2024.

THIS PROXY STATEMENT IS AVAILABLE AT www.proxy-direct.com/mfs-34066

Massachusetts Investors Growth Stock Fund

Massachusetts Investors Trust

MFS^® Aggressive Growth Allocation Fund

MFS^® Alabama Municipal Bond Fund

MFS^® Arkansas Municipal Bond Fund

MFS^® Blended Research Core Equity Fund

MFS^® Blended Research Emerging Markets Equity Fund

MFS^® Blended Research Growth Equity Fund

MFS^® Blended Research International Equity Fund

MFS^® Blended Research Mid Cap Equity Fund

MFS^® Blended Research Small Cap Equity Fund

MFS^® Blended Research Value Equity Fund

MFS^® California Municipal Bond Fund

MFS^® Commodity Strategy Fund

MFS^® Conservative Allocation Fund

MFS^® Core Bond Fund

MFS^® Core Equity Fund

MFS^® Corporate Bond Fund

MFS^® Diversified Income Fund

MFS^® Emerging Markets Debt Fund

MFS^® Emerging Markets Debt Local Currency Fund

MFS^® Emerging Markets Equity Fund

MFS^® Emerging Markets Equity Research Fund

MFS^® Equity Income Fund

MFS^® Georgia Municipal Bond Fund

MFS^® Global Alternative Strategy Fund

MFS^® Global Equity Fund

MFS^® Global Growth Fund

MFS^® Global High Yield Fund

MFS^® Global New Discovery Fund

MFS^® Global Opportunistic Bond Fund

MFS^® Global Real Estate Fund

MFS^® Global Total Return Fund

MFS^® Government Securities Fund

MFS^® Growth Allocation Fund

MFS^® Growth Fund

MFS^® High Income Fund

MFS^® High Yield Pooled Portfolio

MFS^® Income Fund

MFS^® Inflation-Adjusted Bond Fund

MFS^® International Diversification Fund

MFS^® International Equity Fund

MFS^® International Growth Fund

MFS^® International Intrinsic Value Fund

MFS^® International Large Cap Value Fund

MFS^® International New Discovery Fund

MFS^® Intrinsic Value Fund

MFS^® Lifetime Income Fund

MFS^® Lifetime 2025 Fund

MFS^® Lifetime 2030 Fund

MFS^® Lifetime 2035 Fund

MFS^® Lifetime 2040 Fund

MFS^® Lifetime 2045 Fund

MFS^® Lifetime 2050 Fund

MFS^® Lifetime 2055 Fund

MFS^® Lifetime 2060 Fund

MFS^® Lifetime 2065 Fund

MFS^® Limited Maturity Fund

MFS^® Low Volatility Equity Fund

MFS^® Low Volatility Global Equity Fund

MFS^® Managed Wealth Fund

MFS^® Maryland Municipal Bond Fund

MFS^® Massachusetts Municipal Bond Fund

MFS^® Mid Cap Growth Fund

MFS^® Mid Cap Value Fund

MFS^® Mississippi Municipal Bond Fund

MFS^® Moderate Allocation Fund

MFS^® Municipal High Income Fund

MFS^® Municipal Income Fund

MFS^® Municipal Intermediate Fund

MFS^® Municipal Limited Maturity Fund

MFS^® New Discovery Fund

MFS^® New Discovery Value Fund

MFS^® New York Municipal Bond Fund

MFS^® North Carolina Municipal Bond Fund

MFS^® Pennsylvania Municipal Bond Fund

MFS^® Prudent Investor Fund

MFS^® Research Fund

MFS^® Research International Fund

MFS^® South Carolina Municipal Bond Fund

MFS^® Technology Fund

MFS^® Total Return Fund

MFS^® Total Return Bond Fund

MFS^® U.S. Government Cash Reserve Fund

MFS^® U.S. Government Money Market Fund

MFS^® Utilities Fund

MFS^® Value Fund

MFS^® Virginia Municipal Bond Fund

MFS^® West Virginia Municipal Bond Fund

111 Huntington Avenue, Boston, Massachusetts 02199

The Proxy Statement, the accompanying Notice of a Special Meeting of Shareholders and the proxy card are being made available without charge by following the instructions on your Notice of Internet Availability of Proxy Materials. In addition, shareholders can find important information about each MFS Fund in the Funds’ latest annual and semi-annual reports (if any) to shareholders. Upon request and without charge, the Trusts will furnish each person to whom the Notice of Internet Availability of Proxy Materials or the Proxy Statement is delivered with a copy of these reports. You may obtain copies of one or more reports without charge by telephoning toll-free (800) 225-2606 or by writing to the Trust at the address appearing above or online at funds.mfs.com or by contacting MFS Service Center, Inc., each Fund’s transfer and shareholder servicing agent, at 111 Huntington Avenue, Boston, Massachusetts 02199.

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 111 Huntington Avenue, Boston, Massachusetts 02199, at 10:30 a.m., Eastern Standard Time, on Thursday, November 14, 2024, for the following purposes:

ITEM 1. 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 which the Funds are series; and

ITEM 2. To transact such other business as may properly come before the Meeting and any adjournments thereof.

Each Fund will hold its meeting simultaneously with each other Fund. With respect to Item 1, all of the shareholders of Funds that are series of the same Trust will vote together as a single class.

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.

By order of the Board of Trustees CHRISTOPHER R. BOHANE

Assistant Secretary and Assistant Clerk

September 17, 2024

YOUR VOTE IS IMPORTANT. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, THEN PLEASE RECORD YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON YOUR NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS OR, IF YOU HAVE REQUESTED A PROXY CARD BY MAIL, YOU MAY VOTE BY COMPLETING, SIGNING, DATING AND RETURNING THE PROXY CARD. IF YOU VOTE BY TELEPHONE OR VIA THE INTERNET, YOU WILL BE ASKED TO ENTER A UNIQUE CODE THAT HAS BEEN ASSIGNED TO YOU, WHICH IS PRINTED ON THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS OR YOUR PROXY CARD. THIS CODE IS DESIGNED TO CONFIRM YOUR IDENTITY, PROVIDE ACCESS TO THE VOTING SITE AND CONFIRM THAT YOUR INSTRUCTIONS ARE PROPERLY RECORDED. IF YOU HAVE ANY QUESTIONS REGARDING THE PROXY STATEMENT, PLEASE CALL (800) 225-2606. PLEASE GIVE YOUR VOTING INSTRUCTIONS OR SUBMIT YOUR PROXY CARD PROMPTLY SO THAT IT IS RECEIVED BY THE DATE OF THE MEETING, WHICH WILL HELP AVOID THE ADDITIONAL EXPENSE OF A SECOND SOLICITATION FOR YOUR TRUST.

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Massachusetts Investors Growth Stock Fund

Massachusetts Investors Trust

MFS^® Aggressive Growth Allocation Fund

MFS^® Alabama Municipal Bond Fund

MFS^® Arkansas Municipal Bond Fund

MFS^® Blended Research Core Equity Fund

MFS^® Blended Research Emerging Markets Equity Fund

MFS^® Blended Research Growth Equity Fund

MFS^® Blended Research International Equity Fund

MFS^® Blended Research Mid Cap Equity Fund

MFS^® Blended Research Small Cap Equity Fund

MFS^® Blended Research Value Equity Fund

MFS^® California Municipal Bond Fund

MFS^® Commodity Strategy Fund

MFS^® Conservative Allocation Fund

MFS^® Core Bond Fund

MFS^® Core Equity Fund

MFS^® Corporate Bond Fund

MFS^® Diversified Income Fund

MFS^® Emerging Markets Debt Fund

MFS^® Emerging Markets Debt Local Currency Fund

MFS^® Emerging Markets Equity Fund

MFS^® Emerging Markets Equity Research Fund

MFS^® Equity Income Fund

MFS^® Georgia Municipal Bond Fund

MFS^® Global Alternative Strategy Fund

MFS^® Global Equity Fund

MFS^® Global Growth Fund

MFS^® Global High Yield Fund

MFS^® Global New Discovery Fund

MFS^® Global Opportunistic Bond Fund

MFS^® Global Real Estate Fund

MFS^® Global Total Return Fund

MFS^® Government Securities Fund

MFS^® Growth Allocation Fund

MFS^® Growth Fund

MFS^® High Income Fund

MFS^® High Yield Pooled Portfolio

MFS^® Income Fund

MFS^® Inflation-Adjusted Bond Fund

MFS^® International Diversification Fund

MFS^® International Equity Fund

MFS^® International Growth Fund

MFS^® International Intrinsic Value Fund

MFS^® International Large Cap Value Fund

MFS^® International New Discovery Fund

MFS^® Intrinsic Value Fund

MFS^® Lifetime Income Fund

MFS^® Lifetime 2025 Fund

MFS^® Lifetime 2030 Fund

MFS^® Lifetime 2035 Fund

MFS^® Lifetime 2040 Fund

MFS^® Lifetime 2045 Fund

MFS^® Lifetime 2050 Fund

MFS^® Lifetime 2055 Fund

MFS^® Lifetime 2060 Fund

MFS^® Lifetime 2065 Fund

MFS^® Limited Maturity Fund

MFS^® Low Volatility Equity Fund

MFS^® Low Volatility Global Equity Fund

MFS^® Managed Wealth Fund

MFS^® Maryland Municipal Bond Fund

MFS^® Massachusetts Municipal Bond Fund

MFS^® Mid Cap Growth Fund

MFS^® Mid Cap Value Fund

MFS^® Mississippi Municipal Bond Fund

MFS^® Moderate Allocation Fund

MFS^® Municipal High Income Fund

MFS^® Municipal Income Fund

MFS^® Municipal Intermediate Fund

MFS^® Municipal Limited Maturity Fund

MFS^® New Discovery Fund

MFS^® New Discovery Value Fund

MFS^® New York Municipal Bond Fund

MFS^® North Carolina Municipal Bond Fund

MFS^® Pennsylvania Municipal Bond Fund

MFS^® Prudent Investor Fund

MFS^® Research Fund

MFS^® Research International Fund

MFS^® South Carolina Municipal Bond Fund

MFS^® Technology Fund

MFS^® Total Return Fund

MFS^® Total Return Bond Fund

MFS^® U.S. Government Cash Reserve Fund

MFS^® U.S. Government Money Market Fund

MFS^® Utilities Fund

MFS^® Value Fund

MFS^® Virginia Municipal Bond Fund

MFS^® West Virginia Municipal Bond Fund

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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 Massachusetts Investors Growth Stock Fund, Massachusetts Investors Trust, 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 XV, MFS Series Trust XVI, MFS Series Trust XVII and MFS Municipal Series Trust, (each, a “Trust” and collectively, the “Trusts”) to be used at the Meeting of Shareholders (the “Meeting”) of each fund that is a series of one of the Trusts (each, a “Fund” and collectively, 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”). Information regarding the Board of Trustees can be found in the section of this Proxy Statement entitled “Election of Trustees.”

Shareholders of record at the close of business on August 23, 2024 will be entitled to one vote for each dollar of net asset value held on that date. Each fractional dollar amount will be entitled to a proportionate fractional vote. The number of shares outstanding for each Fund as of August 23, 2024 is set forth on Schedule A.

With respect to Item 1, each Trust will vote separately. This means that for each Trust, the votes of shareholders of all Funds that are series of that Trust will be voted together as a single class.

The mailing address of each Trust and of each Fund is 111 Huntington Avenue, 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 Notice of a Special Meeting of Shareholders, this Proxy Statement and the proxy card are being made available 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 Proxy Statement or Notice of Internet Availability of Proxy Materials is delivered with a copy of the Funds’ latest annual and semi-annual reports (if any) to shareholders. You may obtain copies of one or more reports without charge by telephoning toll-free (800) 225-2606 or by writing to the Trust at the address appearing above or online at funds.mfs.com or by contacting MFS Service Center, Inc., each Fund’s transfer and shareholder servicing agent, at 111 Huntington Avenue, Boston, Massachusetts 02199. Directions to the meeting in order to vote in person are available by telephoning (800) 225-2606. The expenses of the preparation of proxy statements and related materials, including printing and delivery costs, and vote solicitation are borne by the Funds.

The Trusts have engaged Computershare Trust Company, N.A. (“Computershare”), the proxy tabulation agent, to provide shareholder meeting services including the distribution of the Notice of Internet Availability of Proxy Materials, this Proxy Statement and related materials to shareholders as well as vote solicitation and tabulation services. A proxy may be revoked prior to its exercise by a signed writing filed with Computershare, c/o PO Box 43131, Providence, RI, 02940-3131, or by attending the Meeting and voting in person. It is anticipated that the cost of these services will be approximately $13,152,058 and may increase substantially in the event that any vote is contested or increased solicitation efforts are required.

ITEM 1 – ELECTION OF TRUSTEES

The Board, which oversees each Trust, provides broad supervision over the affairs of each Trust and Fund. Those Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of your Trust or of MFS are referred to as “Independent Trustees” throughout this 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 the Board, to which the Board has delegated certain authority and oversight responsibilities, is comprised exclusively of Independent Trustees. For a description of the oversight functions of each of the Committees, see “Committees” below. In connection with each of the Board’s regular meetings, the Independent Trustees meet separately from MFS with their counsel. The Independent Trustees also meet regularly with the MFS Funds’ Chief Compliance Officer (who is also MFS’ Chief Compliance Officer) to receive reports regarding the compliance of the Funds with the federal securities laws and the Funds’ compliance policies and procedures. The Board reviews its leadership structure periodically and believes that its structure is appropriate to enable the Board to exercise 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 for day-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 the Trusts’ 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 management activities with respect to the particular activities within the Committee’s purview. In the course of providing oversight, the Board and the Committees receive 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 financial accounting and reporting. The Board meets periodically with the portfolio managers of the Funds to receive reports regarding the management of the Funds, including their investment risks. The Board and the relevant Committees meet periodically with MFS’ Chief Enterprise Risk Officer and MFS’ Senior Director of Enterprise Risk to receive reports on MFS’ and its affiliates’ risk management activities, including their efforts to (i) identify key risks that could adversely affect the MFS Funds or MFS; (ii) implement processes and controls to mitigate such key risks; and (iii) monitor business and market conditions in order to facilitate the processes in (i) and (ii) above. In addition, the Board and the relevant Committees oversee the risk management activities related to the key risks associated with services provided by various non-affiliated service providers through the receipt of reports prepared by MFS, and, in certain circumstances, through the receipt of reports directly from service providers, such as in the case of each Fund’s auditor and custodian. As the Trusts’ operations are carried out by

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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 vote in favor of the election of the nominees.

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, standing for election, including their principal occupations during the past five years (their titles may have varied during that period).

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(1) Date first appointed to serve as Trustee of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise.

(2) Directorships or trusteeships 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), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199.

(4) Ms. Smith and Mr. Williams do not currently serve as Trustee and have been nominated by the Board to stand for election at the Meeting.

Unless otherwise noted, each current Trustee listed above served as a board member of 135 funds within the MFS Family of Funds (the “MFS Funds”) as of date 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 that an 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

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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.

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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.

Required Vote

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 cast at the Meeting that are present in person or by proxy. Shareholders of all Funds of each Trust will vote together as a single class on this Item 1.

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.

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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. See Schedule D for the number of meetings each standing committee held during each Fund’s last fiscal year.⁽¹⁾

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(1) The Funds have different fiscal year ends. See Schedule B for a list of each fund's fiscal year end.

(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 attends many of the Committees’ meetings in his capacity 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 and operations 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 throughout the year. The Board of Trustees of each Trust held six meetings during the calendar year ended December 31, 2023. Each Trustee attended at least 75% of the Board and applicable committee meetings noted for each Trust.

Nomination and Compensation Committee

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 Trusts currently do not maintain a website on which the charter is available.

Each Trust’s Nomination and Compensation Committee consists only of Independent Trustees.

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 Compensation Committee may take into account a wide variety of factors in considering Trustee candidates, including, but not limited to: (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities to the Board; (ii) relevant industry and related experience; (iii) educational background; (iv) financial expertise; (v) an assessment of the candidate’s ability, judgment and expertise; (vi) overall diversity of the composition of the Board; and (vii) such other factors as the Committee deems appropriate. While the Committee has not adopted a particular definition of diversity, when considering a nominee’s and the Board’s diversity, the Committee generally considers the manner in which each nominee’s professional experience, expertise in matters that are relevant to the oversight of the Funds (e.g., investment management, distribution, accounting, trading, compliance, legal), general leadership experience, and life experience (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 Compensation Committee may consider candidates for Trustee recommended by each Trust’s current Trustees, officers or shareholders or by MFS or any other source deemed appropriate by the Nomination and Compensation Committee. The Nomination and Compensation Committee may, but is not required to, retain a third-party search firm at the applicable Trust’s expense to identify potential candidates.

The Nomination and Compensation Committee will review and consider nominees recommended by shareholders to serve as Trustee, provided that the recommending shareholder follows the Procedures for Shareholders to Submit Nominee Candidates, which are set forth as Appendix B to the Trusts’ Nomination and Compensation Committee Charter, attached to this Proxy Statement as Exhibit 1. Among other requirements, these procedures provide that the recommending shareholder must submit any recommendation in writing to the Trust, to the attention of the Trust’s Secretary, at the address of the principal executive offices of the Trust. Any recommendation must include certain biographical information and other information regarding the candidate and the recommending shareholder, and must include a written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected. The Nomination and Compensation 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 properly recommended and considered by the Committee will be nominated for election to the Board of a Trust.

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Share Ownership

As of July 31, 2024, the current Trustees, nominees and officers of each Trust represented in this proxy statement as a group owned less than 1% of the outstanding shares of any class of any Fund. Under the terms of the Board’s policy, each Independent Trustee is required to have invested on an aggregate basis, within two years of membership on the Board, an amount equal to his or her calendar year’s base retainer and meeting attendance fees in shares of the MFS Funds.

The table below shows the dollar range of equity securities beneficially owned by each Trustee nominee on an aggregate basis, in all MFS Funds overseen, or to be overseen, as the case may be, by the Trustee nominee as of July 31, 2024. The tables in Schedule E show the dollar range of equity securities beneficially owned by each Trustee nominee in each Fund overseen, or to be overseen, as the case may be, by the Trustee nominee as of July 31, 2024.

The following dollar ranges apply to the table below:

* Ms. Smith and Mr. Williams have been nominated for election to the Board and, if elected, will serve as Trustees beginning January 1, 2025.

Shareholder Communications with the Board of Trustees

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. Shareholder communications must (i) be in writing and be signed by the shareholder, (ii) identify the MFS Trust to which they relate and (iii) identify the class and number of shares held by the shareholder. The Secretary is responsible for reviewing all properly submitted shareholder communications. The Secretary shall either (i) provide a copy of each properly submitted shareholder communication to the Board at its next regularly scheduled meeting or (ii) if the Secretary determines that the communication requires more immediate attention, forward the communication to the Chair of the Board promptly after receipt. The Secretary may, in good faith, determine that a shareholder communication should not be provided to the Board because it is ministerial in nature (such as a request for Trust literature, share data or financial information). The Secretary may in such cases forward the communication to the appropriate 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 agent of the Trust, unless such communication is made solely in such employee’s or agent’s capacity as a shareholder or (iii) any shareholder proposal submitted 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 Trustees are not required to attend the Trust’s shareholder meetings or to otherwise make themselves available to shareholders for communications, other than pursuant to 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 litigation in which they may be involved because of their offices with the Trust, unless it is finally adjudicated or, in case of a settlement, it has been determined by Trustees not involved in the matter or independent legal counsel, that they have not acted in good faith in the reasonable belief that their actions were in the best 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.

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Trustee Compensation Table

The tables below show (i) the cash compensation paid to the Trustees by each Fund for its most recently completed fiscal year and (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.

Compensation with respect to Funds with a fiscal year end of September 30, 2023:

Compensation with respect to Funds with a fiscal year end of October 31, 2023:

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Compensation with respect to Funds with a fiscal year end of November 30, 2023:

Compensation with respect to Funds with a fiscal year end of December 31, 2023:

Compensation with respect to Funds with a fiscal year end of January 31, 2024:

Compensation with respect to Funds with a fiscal year end of February 29, 2024:

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Compensation with respect to Funds with a fiscal year end of March 31, 2024:

Compensation with respect to Funds with a fiscal year end of April 30, 2024:

14

Compensation with respect to Funds with a fiscal year end of May 31, 2024:

Compensation with respect to Funds with a fiscal year end of June 30, 2024:

Compensation with respect to Funds with a fiscal year end of July 31, 2024:

15

Compensation with respect to Funds with a fiscal year end of August 31, 2024:

Total cash compensation received by each Trustee from the MFS funds complex for calendar year 2023 is as follows:

¹ For the calendar year ended December 31, 2023 for the 134 funds that paid Trustee compensation.

FUND INFORMATION

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.

Investment Adviser, Principal Underwriter and Administrator

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, Massachusetts 02199. MFS and its predecessor organizations have a history of money management dating from 1924. MFS is a subsidiary of Sun Life of Canada (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).

Independent Registered Public Accounting Firm

The Independent Registered Public Accounting Firm and fiscal year end for each Fund are listed in Schedule B.

No Independent Registered Public Accounting Firm has a direct or material indirect interest in a Fund.

Representatives of the applicable Independent Registered Public Accounting Firm are not expected to be present at the Meeting, but they will have the opportunity to make a statement if they wish, and they will be available should any matter arise requiring their presence.

To the extent required by applicable regulations, pre-approval by the Audit Committee of the Board is needed for all audit and permissible non-audit services ren-

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dered by the Independent Registered Public Accounting Firm to each Trust and all permissible non-audit services rendered by the Independent Registered Public 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 wait to seek pre-approval at the next regular meeting of the Audit Committee, pre-approval of such services may be referred to the Chair of the Audit Committee; 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 Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.

Schedule C attached hereto includes tables that set forth for each Fund (in order of fiscal year end), for each Fund’s two most recent fiscal years, the fees billed by each Fund’s Independent Registered Public Accounting Firm for (a) all audit and non-audit services provided directly to the Fund and (b) those non-audit services 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 that are normally provided in connection with statutory and regulatory filings or engagements.

(ii) Audit-Related Fees – fees related to assurance and related services that are reasonably related to the performance of the audit or review of 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 income tax returns, regulated investment company qualification reviews and tax distribution and analysis reviews.

(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 “Audit Fees”, “Audit- Related Fees” and “Tax Fees.”

Schedule C attached hereto also sets forth the aggregate fees billed by each Independent Registered Public Accounting Firm, for each Fund’s two most recent fiscal years, 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 services described above under “Audit- Related Fees,” “Tax Fees” or “All Other Fees” were approved pursuant to the de minimis exception set forth in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-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 Service Affiliates 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) was compatible 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). Each officer will hold office until his or her successor is chosen and qualified, or until he or she retires, resigns or is removed from office.

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⁽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 each officer is c/o MFS, 111 Huntington Avenue, Boston, Massachusetts 02199.

Interests of Certain Persons

Schedule F attached hereto sets forth, as of July 31, 2024, to the best knowledge of each Fund, the shareholders who beneficially owned more than 5% of the outstanding shares of each class of such Fund.

FURTHER INFORMATION ABOUT VOTING AND THE MEETING

Manner of Voting Proxies

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) broker non-votes (i.e., shares held by brokers or nominees as to which (a) instructions have not been received from the beneficial owners or the persons entitled to vote, and (b) the broker or nominee does not have discretionary voting power on a particular matter), (ii) abstentions or (iii) the withholding of authority to vote, will be counted as shares that are present on a particular matter for purposes of determining the presence of a quorum for that matter. Shares representing a majority of a Trust’s voting power entitled to be cast at the Meeting that are present in person or represented by proxy constitutes a quorum. With respect to the election of Trustees, neither abstentions nor withholding authority to vote have any effect on the outcome of the voting.

Each shareholder of a Fund is entitled to one vote for each dollar of net asset value (number of shares of the Fund owned by such shareholder, times net asset value per share) of the Fund that such shareholder owns at the close of business on August 23, 2024, on each matter on which the shareholder is entitled to vote. Each fractional dollar amount is entitled to a proportionate fractional vote.

Each Fund will reimburse the record holders of its shares for their reasonable expenses incurred in providing proxy material to and obtaining voting instructions from beneficial owners.

Each Fund knows of no other matters to be brought before the Meeting. If, however, because of any unexpected occurrence, any nominee is not available for election or if any other matters properly come before the Meeting, it is each Fund’s intention that proxies not limited to the contrary will be voted in accordance with the judgment of the persons named in the proxy materials.

Instructions for Voting Proxies

The giving of a proxy will not affect a shareholder’s right to vote in person should the shareholder decide to attend the Meeting. Please refer to your proxy card or Notice of Internet Availability of Proxy Materials for instructions on voting by telephone or Internet. To record your vote via automated telephone service, call the toll- free number listed on your proxy card or follow the instructions found on the Notice of Internet Availability of Proxy Materials. When receiving your instructions by telephone, the representative may ask you for your full name and address to confirm that you have received the Notice of Internet Availability of Proxy Materials in

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the mail. If the information you provide matches the information provided to Computershare by the Trust, then a representative can record your instructions over the phone. To use the Internet, please access the Internet address listed on your proxy card and/or Notice of Internet Availability of Proxy Materials and follow the instructions on the website. As the meeting date approaches, you may receive a call from a representative of the Trust, Computershare, or its affiliates if the Trust has not yet received your vote. If you wish to participate in the Meeting, but do not wish to give a proxy by telephone or via the Internet, you can request a copy of a full set of proxy materials, which includes a proxy card and/or voting instructions. To vote proxies or submit voting instructions by mail, please mark, sign, date, and return the proxy card received with the Proxy Statement by following the instructions on the proxy card, or you can attend the Meeting in person.

Submission of Proposals

Each of the Funds is part of a Massachusetts business trust, and as such is not required to hold annual meetings of shareholders. 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 period of time prior to any such meeting.

Additional Information

Because all shareholders of Funds that are series of the same Trust will vote together as a single class with respect to the election of Trustees, the Meeting of shareholders of each Fund is called to be held at the same time as the Meeting of shareholders of each of the other Funds. It is anticipated that all Meetings will be held simultaneously.

In cases where a Fund (“top tier fund”) owns shares of another Fund (other than the MFS High Yield Pooled Portfolio) (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. In cases where MFS or one of its subsidiaries holds shares of a Fund, MFS or its subsidiary, as the case may be, will mirror vote its shares held in the Fund in the same proportion as the votes cast by other shareholders of the Fund. As a result, it is possible that a small number of shareholders may determine the outcome of the vote.

In cases where a Fund owns shares of the MFS High Yield Pooled Portfolio (a series of MFS Series Trust III), MFS will vote such shares in the same proportion as the votes cast by the shareholders of the other Funds that are series of MFS Series Trust III.

Shares of the Funds that are held by the MFS 529 Savings Plan will be voted as instructed by the Oregon 529 Savings Board (the “Board”). Absent instructions provided by the Board, Fund shares held by the Plan will be voted in the same proportion as votes cast by other shareholders of such Fund.

With regard to a proposal other than the election of Trustees (if any), if any shareholder at the Meeting objects to the holding of simultaneous Meetings and moves for an adjournment of that Meeting to a time promptly after the simultaneous Meetings, the persons named as proxies will vote in favor of such adjournment with respect to such other proposals.

In the event that a quorum is not present for purposes of acting on the proposal, or if sufficient votes on the proposal set forth in the Notice are not received by the time of the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting or postponements from time to time, with no other notice than an announcement at the Meeting, in order to permit further solicitation of proxies for the proposal. Any adjournment will require the affirmative vote of a majority of the votes properly cast on the question in person or by proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote in favor of adjournment those proxies that they are entitled to vote in favor of such adjournment and will vote against any such adjournment all other proxies. Your Fund pays the costs of any additional solicitation and of any adjourned session. Any proposals for which sufficient votes in accordance with the Trustees’ recommendations have been received by the time of the Meeting may be acted upon and considered final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to any other proposal.

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 delivery costs, the solicitation of proxies, and the tabulation costs, will be borne on a proportional basis by the Funds.

Only one copy of the Notice of Internet Availability of Proxy Materials may be mailed to a household, even if more than one person in a household is a Fund shareholder of record, unless the applicable Fund has received contrary instructions from one or more of the shareholders. If you need additional copies of the Notice of Internet Availability of Proxy Materials and you are a holder of record of your shares, please call 800-225-2606. If your shares are held in broker street name, please contact your financial service firm to obtain additional copies of the Notice of Internet Availability of Proxy Materials. Additional copies of the Notice of Internet Availability of Proxy Materials will be delivered promptly upon request. If in the future you do not want the mailing of notices of internet availability of proxy materials, proxy statements and information statements to be combined with those of other members of your household, or if you have received multiple copies of the Notice of Internet Availability of Proxy Materials and want future mailings to be combined with those of other members of your household, please contact MFS in writing at Massachusetts Financial Services Company, 111 Huntington Avenue, Boston, Massachusetts 02199, or by tele- phone at 800-225-2606, or contact your financial service firm.

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IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN PERSON OR BY PROXY

September 17, 2024

Massachusetts Investors Growth Stock Fund

Massachusetts Investors Trust

MFS^® Aggressive Growth Allocation Fund

MFS^® Alabama Municipal Bond Fund

MFS^® Arkansas Municipal Bond Fund

MFS^® Blended Research Core Equity Fund

MFS^® Blended Research Emerging Markets Equity Fund

MFS^® Blended Research Growth Equity Fund

MFS^® Blended Research International Equity Fund

MFS^® Blended Research Mid Cap Equity Fund

MFS^® Blended Research Small Cap Equity Fund

MFS^® Blended Research Value Equity Fund

MFS^® California Municipal Bond Fund

MFS^® Commodity Strategy Fund

MFS^® Conservative Allocation Fund

MFS^® Core Bond Fund

MFS^® Core Equity Fund

MFS^® Corporate Bond Fund

MFS^® Diversified Income Fund

MFS^® Emerging Markets Debt Fund

MFS^® Emerging Markets Debt Local Currency Fund

MFS^® Emerging Markets Equity Fund

MFS^® Emerging Markets Equity Research Fund

MFS^® Equity Income Fund

MFS^® Georgia Municipal Bond Fund

MFS^® Global Alternative Strategy Fund

MFS^® Global Equity Fund

MFS^® Global Growth Fund

MFS^® Global High Yield Fund

MFS^® Global New Discovery Fund

MFS^® Global Opportunistic Bond Fund

MFS^® Global Real Estate Fund

MFS^® Global Total Return Fund

MFS^® Government Securities Fund

MFS^® Growth Allocation Fund

MFS^® Growth Fund

MFS^® High Income Fund

MFS^® High Yield Pooled Portfolio

MFS^® Income Fund

MFS^® Inflation-Adjusted Bond Fund

MFS^® International Diversification Fund

MFS^® International Equity Fund

MFS^® International Growth Fund

MFS^® International Intrinsic Value Fund

MFS^® International Large Cap Value Fund

MFS^® International New Discovery Fund

MFS^® Intrinsic Value Fund

MFS^® Lifetime Income Fund

MFS^® Lifetime 2025 Fund

MFS^® Lifetime 2030 Fund

MFS^® Lifetime 2035 Fund

MFS^® Lifetime 2040 Fund

MFS^® Lifetime 2045 Fund

MFS^® Lifetime 2050 Fund

MFS^® Lifetime 2055 Fund

MFS^® Lifetime 2060 Fund

MFS^® Lifetime 2065 Fund

MFS^® Limited Maturity Fund

MFS^® Low Volatility Equity Fund

MFS^® Low Volatility Global Equity Fund

MFS^® Managed Wealth Fund

MFS^® Maryland Municipal Bond Fund

MFS^® Massachusetts Municipal Bond Fund

MFS^® Mid Cap Growth Fund

MFS^® Mid Cap Value Fund

MFS^® Mississippi Municipal Bond Fund

MFS^® Moderate Allocation Fund

MFS^® Municipal High Income Fund

MFS^® Municipal Income Fund

MFS^® Municipal Intermediate Fund

MFS^® Municipal Limited Maturity Fund

MFS^® New Discovery Fund

MFS^® New Discovery Value Fund

MFS^® New York Municipal Bond Fund

MFS^® North Carolina Municipal Bond Fund

MFS^® Pennsylvania Municipal Bond Fund

MFS^® Prudent Investor Fund

MFS^® Research Fund

MFS^® Research International Fund

MFS^® South Carolina Municipal Bond Fund

MFS^® Technology Fund

MFS^® Total Return Fund

MFS^® Total Return Bond Fund

MFS^® U.S. Government Cash Reserve Fund

MFS^® U.S. Government Money Market Fund

MFS^® Utilities Fund

MFS^® Value Fund

MFS^® Virginia Municipal Bond Fund

MFS^® West Virginia Municipal Bond Fund

20

Exhibit 1

MFS Funds Board

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).

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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.

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Appendix A to Exhibit 1

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

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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.

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Schedule A

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