-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U4i+tVEQ6PuKl5JRv4X4anbBUzNWCowsx/49eSrysDAE9RHLxwzPTpa/ZWCef0ed oo63Ws51L3NV6PTr+z3rvA== 0000950123-09-038268.txt : 20090826 0000950123-09-038268.hdr.sgml : 20090826 20090826165813 ACCESSION NUMBER: 0000950123-09-038268 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20090826 DATE AS OF CHANGE: 20090826 EFFECTIVENESS DATE: 20090826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MFS SERIES TRUST III CENTRAL INDEX KEY: 0000225604 IRS NUMBER: 046414785 STATE OF INCORPORATION: MA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-02794 FILM NUMBER: 091036817 BUSINESS ADDRESS: STREET 1: 500 BOYLSTON ST STREET 2: 15TH FL CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 18006372929 MAIL ADDRESS: STREET 1: 500 BOYLSTON ST STREET 2: 15TH FL CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: MFS SERIES TRUST III /MA DATE OF NAME CHANGE: 19940411 FORMER COMPANY: FORMER CONFORMED NAME: MFS HIGH INCOME FUND DATE OF NAME CHANGE: 19930408 FORMER COMPANY: FORMER CONFORMED NAME: MASSACHUSETTS FINANCIAL HIGH INCOME TRUST DATE OF NAME CHANGE: 19920703 0000225604 S000002427 MFS High Income Fund C000006471 A MHITX C000006472 R4 MHIJX C000006473 529A EAHIX C000006474 529B EMHBX C000006475 529C EMHCX C000006476 B MHIBX C000006477 C MHICX C000006478 I MHIIX C000006480 R1 MHIGX C000006482 R2 MIHRX C000006483 R3 MHIHX 0000225604 S000002428 MFS High Yield Opportunities Fund C000006484 A MHOAX C000006485 B MHOBX C000006486 C MHOCX C000006487 I MHOIX C000064677 R1 MHORX C000064678 R2 MHOSX C000064679 R3 MHOTX C000064680 R4 MHOUX C000064681 W MHOWX 0000225604 S000002429 MFS Municipal High Income Fund C000006488 A MMHYX C000006489 B MMHBX C000006490 C MMHCX N-PX 1 b76821a1nvpx.txt MFS SERIES TRUST III UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-2794 MFS SERIES TRUST III (Exact name of registrant as specified in charter) 500 Boylston Street, Boston, Massachusetts 02116 (Address of principal executive offices) (Zip code) Susan S. Newton Massachusetts Financial Services Company 500 Boylston Street Boston, Massachusetts 02116 (Name and address of agents for service) Registrant's telephone number, including area code: (617) 954-5000 Date of fiscal year end: January 31 Date of reporting period: July 1, 2008 - June 30, 2009 ITEM 1. PROXY VOTING RECORD. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-02794 Reporting Period: 07/01/2008 - 06/30/2009 MFS Series Trust III ============================= MFS HIGH INCOME FUND ============================= BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505559 Meeting Date: APR 29, 2009 Meeting Type: Annual Record Date: MAR 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Barnet, III For For Management 1.2 Elect Director Frank P. Bramble, Sr. For For Management 1.3 Elect Director Virgis W. Colbert For For Management 1.4 Elect Director John T. Collins For For Management 1.5 Elect Director Gary L. Countryman For For Management 1.6 Elect Director Tommy R. Franks For For Management 1.7 Elect Director Charles K. Gifford For For Management 1.8 Elect Director Kenneth D. Lewis For For Management 1.9 Elect Director Monica C. Lozano For For Management 1.10 Elect Director Walter E. Massey For For Management 1.11 Elect Director Thomas J. May For For Management 1.12 Elect Director Patricia E. Mitchell For For Management 1.13 Elect Director Joseph W. Prueher For For Management 1.14 Elect Director Charles O. Rossotti For For Management 1.15 Elect Director Thomas M. Ryan For For Management 1.16 Elect Director O. Temple Sloan, Jr. For For Management 1.17 Elect Director Robert L. Tillman For For Management 1.18 Elect Director Jackie M. Ward For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Report on Government Service of Against Against Shareholder Employees 5 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 6 Provide for Cumulative Voting Against Against Shareholder 7 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 8 Require Independent Board Chairman Against Against Shareholder 9 Report on Predatory Lending Policies Against Against Shareholder 10 Adopt Principles for Health Care Reform Against Against Shareholder 11 TARP Related Compensation Against Against Shareholder - -------------------------------------------------------------------------------- CABLEVISION SYSTEMS CORP. Ticker: CVC Security ID: 12686C109 Meeting Date: MAY 21, 2009 Meeting Type: Annual Record Date: MAR 31, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Zachary W. Carter For For Management 1.2 Elect Director Charles D. Ferris For For Management 1.3 Elect Director Thomas V. Reifenheiser For For Management 1.4 Elect Director John R. Ryan For For Management 1.5 Elect Director Vincent Tese For For Management 1.6 Elect Director Leonard Tow For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- CHEVRON CORPORATION Ticker: CVX Security ID: 166764100 Meeting Date: MAY 27, 2009 Meeting Type: Annual Record Date: APR 1, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. H. Armacost For For Management 1.2 Elect Director L. F. Deily For For Management 1.3 Elect Director R. E. Denham For For Management 1.4 Elect Director R. J. Eaton For For Management 1.5 Elect Director E. Hernandez For For Management 1.6 Elect Director F. G. Jenifer For For Management 1.7 Elect Director S. Nunn For For Management 1.8 Elect Director D. J. O'Reilly For For Management 1.9 Elect Director D. B. Rice For For Management 1.10 Elect Director K. W. Sharer For For Management 1.11 Elect Director C. R. Shoemate For For Management 1.12 Elect Director R. D. Sugar For For Management 1.13 Elect Director C. Ware For For Management 1.14 Elect Director J. S. Watson For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Amend Omnibus Stock Plan For For Management 5 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 6 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 7 Adopt Quantitative GHG Goals for Against Against Shareholder Products and Operations 8 Adopt Guidelines for Country Selection Against Against Shareholder 9 Adopt Human Rights Policy Against Against Shareholder 10 Report on Market Specific Environmental Against Against Shareholder Laws - -------------------------------------------------------------------------------- COMCAST CORP. Ticker: CMCSA Security ID: 20030N101 Meeting Date: MAY 13, 2009 Meeting Type: Annual Record Date: MAR 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. Decker Anstrom For For Management 1.2 Elect Director Kenneth J. Bacon For For Management 1.3 Elect Director Sheldon M. Bonovitz For For Management 1.4 Elect Director Edward D. Breen For For Management 1.5 Elect Director Julian A. Brodsky For For Management 1.6 Elect Director Joseph J. Collins For For Management 1.7 Elect Director J. Michael Cook For For Management 1.8 Elect Director Gerald L. Hassell For For Management 1.9 Elect Director Jeffrey A. Honickman For For Management 1.10 Elect Director Brian L. Roberts For For Management 1.11 Elect Director Ralph J. Roberts For For Management 1.12 Elect Director Dr. Judith Rodin For For Management 1.13 Elect Director Michael I. Sovern For For Management 2 Ratify Auditors For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Amend Restricted Stock Plan For For Management 5 Amend Stock Option Plan For For Management 6 Increase Disclosure of Executive Against Against Shareholder Compensation 7 Seek Shareholder Approval on Certain Against Against Shareholder Future Death Benefit Arrangements 8 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 9 Adopt a Recapitalization Plan Against Against Shareholder - -------------------------------------------------------------------------------- PINNACLE ENTERTAINMENT, INC. Ticker: PNK Security ID: 723456109 Meeting Date: MAY 5, 2009 Meeting Type: Annual Record Date: MAR 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel R. Lee For Withhold Management 1.2 Elect Director Stephen C. Comer For For Management 1.3 Elect Director John V. Giovenco For Withhold Management 1.4 Elect Director Richard J. Goeglein For Withhold Management 1.5 Elect Director Ellis Landau For For Management 1.6 Elect Director Bruce A. Leslie For For Management 1.7 Elect Director James L. Martineau For Withhold Management 1.8 Elect Director Michael Ornest For For Management 1.9 Elect Director Lynn P. Reitnouer For Withhold Management 2 Approve Stock Option Exchange Program For Against Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- QUEBECOR WORLD CAP CORP Ticker: Security ID: 7481F1AD8 Meeting Date: JUN 18, 2009 Meeting Type: Written Consent Record Date: MAY 8, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 The Plan For For Management - -------------------------------------------------------------------------------- TIME WARNER CABLE INC. Ticker: TWC Security ID: 88732J207 Meeting Date: JUN 3, 2009 Meeting Type: Annual Record Date: APR 8, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carole Black For For Management 2 Elect Director Glenn A. Britt For For Management 3 Elect Director Thomas H. Castro For For Management 4 Elect Director David C. Chang For For Management 5 Elect Director James E. Copeland, Jr. For For Management 6 Elect Director Peter R. Haje For For Management 7 Elect Director Donna A. James For For Management 8 Elect Director Don Logan For For Management 9 Elect Director N.J. Nicholas, Jr. For For Management 10 Elect Director Wayne H. Pace For For Management 11 Elect Director Edward D. Shirley For For Management 12 Elect Director John E. Sununu For For Management 13 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WINDSTREAM CORP. Ticker: WIN Security ID: 97381W104 Meeting Date: MAY 6, 2009 Meeting Type: Annual Record Date: MAR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol B. Armitage For For Management 1.2 Elect Director Samuel E. Beall, III For For Management 1.3 Elect Director Dennis E. Foster For For Management 1.4 Elect Director Francis X. Frantz For For Management 1.5 Elect Director Jeffery R. Gardner For For Management 1.6 Elect Director Jeffrey T. Hinson For For Management 1.7 Elect Director Judy K. Jones For For Management 1.8 Elect Director William A. Montgomery For For Management 1.9 Elect Director Frank E. Reed For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 4 Require Independent Board Chairman Against Against Shareholder ====================== MFS HIGH YIELD OPPORTUNITIES FUND ======================= BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505559 Meeting Date: APR 29, 2009 Meeting Type: Annual Record Date: MAR 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Barnet, III For For Management 1.2 Elect Director Frank P. Bramble, Sr. For For Management 1.3 Elect Director Virgis W. Colbert For For Management 1.4 Elect Director John T. Collins For For Management 1.5 Elect Director Gary L. Countryman For For Management 1.6 Elect Director Tommy R. Franks For For Management 1.7 Elect Director Charles K. Gifford For For Management 1.8 Elect Director Kenneth D. Lewis For For Management 1.9 Elect Director Monica C. Lozano For For Management 1.10 Elect Director Walter E. Massey For For Management 1.11 Elect Director Thomas J. May For For Management 1.12 Elect Director Patricia E. Mitchell For For Management 1.13 Elect Director Joseph W. Prueher For For Management 1.14 Elect Director Charles O. Rossotti For For Management 1.15 Elect Director Thomas M. Ryan For For Management 1.16 Elect Director O. Temple Sloan, Jr. For For Management 1.17 Elect Director Robert L. Tillman For For Management 1.18 Elect Director Jackie M. Ward For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Report on Government Service of Against Against Shareholder Employees 5 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 6 Provide for Cumulative Voting Against Against Shareholder 7 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 8 Require Independent Board Chairman Against Against Shareholder 9 Report on Predatory Lending Policies Against Against Shareholder 10 Adopt Principles for Health Care Reform Against Against Shareholder 11 TARP Related Compensation Against Against Shareholder - -------------------------------------------------------------------------------- BUCKEYE TECHNOLOGIES INC. Ticker: BKI Security ID: 118255108 Meeting Date: NOV 5, 2008 Meeting Type: Annual Record Date: SEP 12, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George W. Bryan For For Management 1.2 Elect Director R. Howard Cannon For For Management 1.3 Elect Director K. Buckman Gibson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CABLEVISION SYSTEMS CORP. Ticker: CVC Security ID: 12686C109 Meeting Date: MAY 21, 2009 Meeting Type: Annual Record Date: MAR 31, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Zachary W. Carter For For Management 1.2 Elect Director Charles D. Ferris For For Management 1.3 Elect Director Thomas V. Reifenheiser For For Management 1.4 Elect Director John R. Ryan For For Management 1.5 Elect Director Vincent Tese For For Management 1.6 Elect Director Leonard Tow For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- CHEVRON CORPORATION Ticker: CVX Security ID: 166764100 Meeting Date: MAY 27, 2009 Meeting Type: Annual Record Date: APR 1, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. H. Armacost For For Management 1.2 Elect Director L. F. Deily For For Management 1.3 Elect Director R. E. Denham For For Management 1.4 Elect Director R. J. Eaton For For Management 1.5 Elect Director E. Hernandez For For Management 1.6 Elect Director F. G. Jenifer For For Management 1.7 Elect Director S. Nunn For For Management 1.8 Elect Director D. J. O'Reilly For For Management 1.9 Elect Director D. B. Rice For For Management 1.10 Elect Director K. W. Sharer For For Management 1.11 Elect Director C. R. Shoemate For For Management 1.12 Elect Director R. D. Sugar For For Management 1.13 Elect Director C. Ware For For Management 1.14 Elect Director J. S. Watson For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Amend Omnibus Stock Plan For For Management 5 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 6 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 7 Adopt Quantitative GHG Goals for Against Against Shareholder Products and Operations 8 Adopt Guidelines for Country Selection Against Against Shareholder 9 Adopt Human Rights Policy Against Against Shareholder 10 Report on Market Specific Environmental Against Against Shareholder Laws - -------------------------------------------------------------------------------- COMCAST CORP. Ticker: CMCSA Security ID: 20030N101 Meeting Date: MAY 13, 2009 Meeting Type: Annual Record Date: MAR 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. Decker Anstrom For For Management 1.2 Elect Director Kenneth J. Bacon For For Management 1.3 Elect Director Sheldon M. Bonovitz For For Management 1.4 Elect Director Edward D. Breen For For Management 1.5 Elect Director Julian A. Brodsky For For Management 1.6 Elect Director Joseph J. Collins For For Management 1.7 Elect Director J. Michael Cook For For Management 1.8 Elect Director Gerald L. Hassell For For Management 1.9 Elect Director Jeffrey A. Honickman For For Management 1.10 Elect Director Brian L. Roberts For For Management 1.11 Elect Director Ralph J. Roberts For For Management 1.12 Elect Director Dr. Judith Rodin For For Management 1.13 Elect Director Michael I. Sovern For For Management 2 Ratify Auditors For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Amend Restricted Stock Plan For For Management 5 Amend Stock Option Plan For For Management 6 Increase Disclosure of Executive Against Against Shareholder Compensation 7 Seek Shareholder Approval on Certain Against Against Shareholder Future Death Benefit Arrangements 8 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 9 Adopt a Recapitalization Plan Against Against Shareholder - -------------------------------------------------------------------------------- NAFTOGAZ OF UKRAINE NJSC Ticker: Security ID: XS0202078688 Meeting Date: NOV 14, 2008 Meeting Type: Bondholder Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Grant by SBPLC of Waiver of For Abstain Management Rights and Remedies Granted to SBPLC under U.S.$500,000,000 Loan Facility to NJSC Naftogaz of Ukraine Pursuant to Sept. 29, 2004, Loan Agreement between SBPLC (Lender) and Naftogaz (Borrower); Approve Related Matters - -------------------------------------------------------------------------------- OWENS-ILLINOIS, INC. Ticker: OI Security ID: 690768403 Meeting Date: APR 23, 2009 Meeting Type: Annual Record Date: FEB 24, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gary F. Colter For For Management 1.2 Elect Director David H.Y. Ho For For Management 1.3 Elect Director Corbin A. McNeill, Jr. For For Management 1.4 Elect Director Helge H. Wehmeier For For Management 2 Ratify Auditors For For Management 3 Approve Increase in Size of Board For For Management 4 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- PINNACLE ENTERTAINMENT, INC. Ticker: PNK Security ID: 723456109 Meeting Date: MAY 5, 2009 Meeting Type: Annual Record Date: MAR 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel R. Lee For Withhold Management 1.2 Elect Director Stephen C. Comer For For Management 1.3 Elect Director John V. Giovenco For Withhold Management 1.4 Elect Director Richard J. Goeglein For Withhold Management 1.5 Elect Director Ellis Landau For For Management 1.6 Elect Director Bruce A. Leslie For For Management 1.7 Elect Director James L. Martineau For Withhold Management 1.8 Elect Director Michael Ornest For For Management 1.9 Elect Director Lynn P. Reitnouer For Withhold Management 2 Approve Stock Option Exchange Program For Against Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- QUEBECOR WORLD CAP CORP Ticker: Security ID: 7481F1AD8 Meeting Date: JUN 18, 2009 Meeting Type: Written Consent Record Date: MAY 8, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 The Plan For For Management - -------------------------------------------------------------------------------- SANDRIDGE ENERGY, INC. Ticker: SD Security ID: 80007P307 Meeting Date: JUN 5, 2009 Meeting Type: Annual Record Date: APR 8, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Director Daniel W. Jordan For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For Against Management - -------------------------------------------------------------------------------- TIME WARNER CABLE INC. Ticker: TWC Security ID: 88732J207 Meeting Date: JUN 3, 2009 Meeting Type: Annual Record Date: APR 8, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carole Black For For Management 2 Elect Director Glenn A. Britt For For Management 3 Elect Director Thomas H. Castro For For Management 4 Elect Director David C. Chang For For Management 5 Elect Director James E. Copeland, Jr. For For Management 6 Elect Director Peter R. Haje For For Management 7 Elect Director Donna A. James For For Management 8 Elect Director Don Logan For For Management 9 Elect Director N.J. Nicholas, Jr. For For Management 10 Elect Director Wayne H. Pace For For Management 11 Elect Director Edward D. Shirley For For Management 12 Elect Director John E. Sununu For For Management 13 Ratify Auditors For For Management - -------------------------------------------------------------------------------- WINDSTREAM CORP. Ticker: WIN Security ID: 97381W104 Meeting Date: MAY 6, 2009 Meeting Type: Annual Record Date: MAR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol B. Armitage For For Management 1.2 Elect Director Samuel E. Beall, III For For Management 1.3 Elect Director Dennis E. Foster For For Management 1.4 Elect Director Francis X. Frantz For For Management 1.5 Elect Director Jeffery R. Gardner For For Management 1.6 Elect Director Jeffrey T. Hinson For For Management 1.7 Elect Director Judy K. Jones For For Management 1.8 Elect Director William A. Montgomery For For Management 1.9 Elect Director Frank E. Reed For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 4 Require Independent Board Chairman Against Against Shareholder ======================== MFS MUNICIPAL HIGH INCOME FUND ======================== There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant: MFS SERIES TRUST III By (Signature and Title) MARIA F. DWYER* ------------------------------------------- Maria F. Dwyer, Principal Executive Officer Date: August 26, 2009 *By (Signature and Title) /s/ Susan S. Newton ------------------------------------------- Susan S. Newton, as attorney-in-fact * Executed by Susan S. Newton on behalf of Maria F. Dwyer pursuant to a Power of Attorney dated October 27, 2008. (1) (1) Incorporated by reference to MFS Series Trust XIII (File Nos. 2-74959 and 811-3327) Post-Effective Amendment No. 42 filed with the SEC via EDGAR on June 25, 2009. -----END PRIVACY-ENHANCED MESSAGE-----