UNITED STATED
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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MFS UTILITIES FUND
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MFS Investment Management
111 Huntington Avenue
Boston, MA 02199
October 2026
IMPORTANT NOTIFICATION:
MFS® Utilities Fund
MFS® Variable Insurance Trust - MFS® Utilities Series
MFS® would like to provide an update regarding MFS Utilities Fund and MFS Variable Insurance Trust - MFS Utilities Series (“the Funds”). On or about October 20, 2026, MFS will be mailing a proxy statement to investors seeking their approval for a change in the classification of the Funds from “diversified” to “non-diversified.” We’re writing to ask for your help in encouraging your clients to vote their proxy. Shareholders can vote for the proposal, against the proposal, or abstain. Each vote is extremely important, and voting is quick and easy.
The Funds’ board of trustees recommends a vote FOR the proposal.
Enhance Flexibility to Manage Risk
MFS believes reclassifying the Funds as non-diversified is in the best interest of investors and will provide more flexibility to actively manage benchmark-relative risk among the largest names in the Funds and their index. MFS is advancing this proposal now because of the substantial rise in concentration in the market and the Funds over the past few years.
The investment philosophy and process of the Funds will remain the same.
How the Proxy Solicitation Will Work
Shareholders (your clients) invested in the Funds will be contacted by Computershare, a third party responsible for the proxy solicitation. Computershare offers four convenient ways shareholders can vote:
1. By telephone
2. Via the Internet
3. By returning their proxy card by mail
4. By participating in the shareholder meeting
Important
Shareholders who take no action may continue to be contacted by representatives of Computershare as they attempt to record as many votes as possible to reach a quorum.
Shareholders of MFS Utilities Fund and MFS Utilities Series should read the proxy statement, when it becomes available, as it contains important information related to the solicitation process. Shareholders may access the proxy statement and any other relevant documents, free of charge, on the Securities and Exchange Commission’s web site or at mfs.com.
The special shareholders’ meeting is expected to occur on or about December 17, 2026. No assurance can be given that shareholders will approve the proposal.
We appreciate your continued confidence in MFS and welcome the opportunity to discuss these updates in detail. For more information, please reach out to your MFS relationship manager or sales contact(s) at 1-800-343-2829. Shareholders may contact their investment professional or view the Fund’s updated prospectus or summary prospectus online at mfs.com.